As filed with the Securities and Exchange Commission on August 2, 2024
333-279781
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. 3 /X/
Post-Effective Amendment No. //
(Check appropriate box or boxes)
T. Rowe Price International Funds, Inc.
Exact Name of Registrant as Specified in Charter
100 East Pratt Street,
Baltimore, Maryland 21202
Address of Principal Executive Offices
410-345-2000
Registrant’s
Telephone Number, Including Area Code
David Oestreicher
100 East Pratt Street, Baltimore, Maryland
21202
Name and Address of Agent for Service
Title of Securities Being Registered: Shares of common stock (par value $1.00 per share) of the Registrant.
Approximate date of proposed public offering: As soon as practicable after the effective date of this Registration Statement
No filing fee is required because of reliance on Section 24(f) and an indefinite amount of shares have previously been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL DISCIPLINED EQUITY FUND
August 9, 2024
Dear Shareholder:
We are writing to inform you about a reorganization that will affect your investment in the T. Rowe Price Institutional International Disciplined Equity Fund (the “Institutional Fund”). As provided in an Agreement and Plan of Reorganization (the “Plan”), the Institutional Fund will be reorganized into the T. Rowe Price International Disciplined Equity Fund (the “Acquiring Fund,” and together with the Institutional Fund, the “Funds”) (the “Reorganization”).
The Reorganization will be consummated on or about September 13, 2024 (the “Closing Date”). The Plan was approved by the Funds’ Boards of Directors (the “Boards”) but does not require approval by shareholders.
Under the Plan, shareholders of the Institutional Fund will become shareholders of the I Class of the Acquiring Fund (the “I Class”). The value of an account in the I Class will be the same as it was in the Institutional Fund account on the business day immediately preceding the Closing Date of the Reorganization. The accompanying combined information statement and prospectus contains detailed information on the transaction and a comparison of the Funds.
As discussed in more detail in the accompanying information statement, the Institutional Fund and the Acquiring Fund have an identical investment objective and follow the same investment strategy. The funds are in the same Lipper and Morningstar peer categories (International Multi-Cap Core and Foreign Large Blend, respectively) and share the same portfolio manager.
The primary difference between the two funds is that the Acquiring Fund is offered in multiple share classes, including an Investor Class and I Class, both of which are available to a variety of investors and have different investment minimums, while the Institutional Fund is generally only available to institutional investors and requires higher initial investment.
As discussed in more detail in the accompanying combined information statement and prospectus, the net expense ratio of the Acquiring Fund’s I Class is expected to be lower than that of the Institutional Fund at the time of the reorganization (including the effects of any expense limitation agreements that are currently in place). The Institutional Fund’s net expense ratio was 0.07% higher than the Acquiring Fund’s I Class as of each fund’s
most recently completed semiannual period. While the Institutional Fund’s total expense ratio for the 6-month period ended April 30, 2024 was 0.75%, the I Class of the Acquiring Fund had a total expense ratio of 0.68% (both of which include the effects of a contractual expense limitation agreement).
Accordingly, the Boards and Fund management believe that offering a single fund to a wide variety of investors will allow all shareholders to take advantage of potential economies of scale and reduce inefficiencies that can result from offering two substantially similar funds.
The Reorganization is not a taxable event, but redeeming or exchanging your shares prior to the Closing Date may be a taxable event, depending on your individual tax situation. The cost basis and holding periods of the Institutional Fund shares will carry over to the I Class shares that you will receive in connection with the Reorganization.
NO SHAREHOLDER ACTION IS REQUIRED WITH RESPECT TO THE REORGANIZATION. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY.
If you have any questions regarding the enclosed combined information statement and prospectus, please call T. Rowe Price at 1-800-638-8790.
Sincerely,
Robert
W. Sharps
Chief Executive Officer and President, T. Rowe Price Group, Inc.
August 9, 2024
COMBINED INFORMATION STATEMENT AND PROSPECTUS
Transfer of the Assets of:
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL DISCIPLINED EQUITY FUND
(a series of T. Rowe Price Global Funds, Inc.)
By and in Exchange for I Class Shares of the
T. ROWE PRICE INTERNATIONAL DISCIPLINED EQUITY FUND
(a series of T. Rowe Price International Funds, Inc.)
100 East Pratt Street
Baltimore, MD 21202
This Combined Information Statement and Prospectus (“Statement”) will be delivered to shareholders beginning on or about August 9, 2024.
This Statement is being furnished to shareholders of the T. Rowe Price Institutional International Disciplined Equity Fund, a series of T. Rowe Price Global Funds, Inc. (the “Institutional Fund” or the “Institutional International Disciplined Equity Fund”). As provided in an Agreement and Plan of Reorganization (the “Plan”), the Institutional Fund will be reorganized (the “Reorganization”) into the T. Rowe Price International Disciplined Equity Fund, a series of T. Rowe Price International Funds, Inc. (the “Acquiring Fund” or the “International Disciplined Equity Fund;” together with the Institutional Fund, the “Funds”). Both Funds are advised by T. Rowe Price Associates, Inc. (“T. Rowe Price”).
The Reorganization will be consummated on or about September 13, 2024 (the “Closing Date”). The Plan provides for the transfer of substantially all of the assets and liabilities of the Institutional Fund to the Acquiring Fund, in exchange for I Class shares of the Acquiring Fund (the “I Class”). Following the transfer, the I Class shares received in the exchange will be distributed to the Institutional Fund’s shareholders in complete liquidation of the Institutional Fund. Shareholders of the Institutional Fund will receive I Class shares of the Acquiring Fund having an aggregate net asset value equal to the aggregate net asset value of their Institutional Fund shares on the business day immediately preceding the Closing Date of the Reorganization. All issued and outstanding shares of the Institutional Fund will then be simultaneously canceled and redeemed.
The Institutional Fund and the Acquiring Fund have an identical investment objective and follow the same investment strategy.
In accordance with each Fund’s operative documents, and applicable Maryland state and U.S. federal law (including Rule 17a-8 under the Investment Company Act of 1940,
as amended (the “1940 Act”)), the Reorganization may be effected without the approval of shareholders of any Fund.
NO SHAREHOLDER ACTION IS REQUIRED WITH RESPECT TO THE REORGANIZATION.
This Statement concisely sets forth the information you should know about the Acquiring Fund, its I Class and the Plan. Please read this Statement and keep it for future reference. It is both an information statement for the Institutional Fund and a prospectus for the Acquiring Fund.
The following documents have been filed with the Securities and Exchange Commission (“SEC”) and are incorporated into this Statement by reference:
The prospectuses include the Funds’ 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 relevant Fund, is not a prospectus but should be read in conjunction with the prospectuses.
Each shareholder report contains information about Fund investments, including a review of market conditions and the portfolio manager’s recent investment strategies and their impact on performance. Copies of prospectuses, annual and semiannual shareholder reports, Statement of Additional Information for the Acquiring Fund and Institutional Fund and the SAI relating to this Reorganization are all available at no cost by calling 1-800-225-5132; 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 SEC 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.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS COMBINED INFORMATION STATEMENT AND PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
TABLE OF CONTENTS
Comparison of Investment Objectives, Policies, Restrictions | |
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 Institutional Fund or Acquiring Fund.
The information contained in this summary is qualified by reference to the more detailed information appearing elsewhere in this Statement, and in the Plan, which is included as Exhibit A to this Statement.
Why is the Reorganization taking place?
At a meeting held on February 5, 2024, the Boards of Directors of the Funds (the “Boards”), including a majority of the independent directors, unanimously approved the Plan under which the Institutional Fund is to be reorganized into the Acquiring Fund.
What does the Plan provide for?
The Plan provides for the transfer of substantially all the assets and liabilities of the Institutional Fund to the Acquiring Fund in exchange for I Class shares of the Acquiring Fund. Following the transfer, the I Class shares received in the exchange will be distributed to shareholders of the Institutional Fund in complete liquidation of the Institutional Fund. All issued and outstanding shares of the Institutional Fund will then be simultaneously canceled and redeemed. As a result of the transaction: (1) you will cease being a shareholder of the Institutional Fund; (2) instead you will become a shareholder of I Class shares of the Acquiring Fund; and (3) the value of your account in the Acquiring Fund will equal the value of your account in the Institutional Fund as of the close of the business day immediately preceding the closing date of the transaction.
Do I need to vote for the Reorganization?
No. Only Board approval is required for the Reorganization and no vote of shareholders will be taken with respect to the Reorganization. THE INSTITUTIONAL FUND IS NOT ASKING FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND A PROXY TO THE INSTITUTIONAL FUND WITH RESPECT TO THE REORGANIZATION.
Do I need to take any action in connection with the Reorganization?
No. Your shares of the Institutional Fund will automatically be canceled and redeemed for I Class shares of the Acquiring Fund on the Closing Date of the Reorganization.
Will I have to pay any sales charge, commission, redemption or other similar fee in connection with the Reorganization?
No, you will not have to pay any sales charge, commission, redemption or other similar fee in connection with the Reorganization. The I Class of the Acquiring Fund does not impose sales charges and does not make any administrative fee payments or 12b-1 fee payments to financial intermediaries. However, you may incur brokerage commissions and other charges when buying or selling I Class shares through a financial intermediary.
Who will pay for the Reorganization?
The expenses incurred to execute the Reorganization, including all direct and indirect expenses, will be paid by the Funds and their shareholders since the Reorganization is expected to benefit both Funds and their shareholders. The total estimated expenses associated with the Reorganization are $42,400, which includes professional expenses
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(including legal and auditing fees), expenses associated with printing and mailing the Statement, and transaction costs, including taxes (which are estimated to be $5,600).
Will there be any tax consequences to the Institutional Fund or its shareholders?
The Reorganization will be structured to have no adverse tax consequences to the Institutional Fund or its shareholders. The Reorganization is conditioned upon the receipt of an opinion of tax counsel to the Funds that, for federal income tax purposes:
· no gain or loss will be recognized by the Institutional Fund, the Acquiring Fund, or their shareholders as a result of the Reorganization;
· the holding period and adjusted basis of the I Class shares of the Acquiring Fund received by a shareholder will have the same holding period and adjusted basis of the shareholder’s shares of the Institutional Fund; and
· the Acquiring Fund will assume the holding period and adjusted basis of each asset (with certain exceptions) of the Institutional Fund that is transferred to the Acquiring Fund that the asset had immediately prior to the Reorganization.
The receipt of an opinion of tax counsel is a nonwaivable condition of the Reorganization. See “Information About the Reorganization—Tax Considerations” for more information.
What if I redeem my shares before the Reorganization takes place?
If you choose to redeem your shares before the Reorganization takes place, then the redemption will be treated as a normal sale of shares and, generally, will be a taxable transaction.
What are the investment objectives and policies of the Acquiring Fund and the Institutional Fund?
The Acquiring Fund and Institutional Fund have an identical investment objective, which is to seek long-term growth of capital through investments in stocks of non-U.S. companies. Each Fund’s investment objective is considered fundamental and may not be changed without shareholder approval.
Principal Investment Strategies
The Acquiring Fund and Institutional Fund have identical principal investment strategies, which are summarized as follows:
Both Funds expect to primarily invest in stocks of companies located outside the U.S. Under normal conditions, the Funds will each invest at least 80% of its net assets (including any borrowings for investment purposes) in stocks of non-U.S. companies and no more than 15% of each Fund’s respective net assets will be invested in stocks of companies in emerging markets. For purposes of determining whether the Funds invest at least 80% of their net assets in non-U.S. stocks, they rely on the country assigned to a security by MSCI Inc., a third-party provider of benchmark indexes and data services, or
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another unaffiliated data provider. The Funds also rely on MSCI Inc. or another unaffiliated data provider to determine which countries are considered emerging markets.
While the adviser invests with an awareness of the global economic backdrop and the adviser’s outlook for certain industries, sectors, and individual countries, the adviser’s decision-making process focuses on bottom-up stock selection. Country allocation is driven largely by stock selection, though the adviser may limit investments in markets or industries that appear to have poor overall prospects.
The Funds may purchase the stocks of companies of any size, but typically focus on large-cap companies, and do not emphasize either a growth or value bias in selecting investments. The adviser generally selects securities for the Funds that the adviser believes have the most favorable combination of company fundamentals, earnings potential, and relative valuation.
The Funds will typically have significant investments in developed European countries, as well as Japan and select other developed countries.
At times, the Funds may have a significant portion of its assets invested in the same economic sector.
The post-Reorganization Fund (the “Combined Fund”) will continue to follow the same investment program that is shared between Institutional Fund and the Acquiring Fund.
See “Comparison of Investment Objective, Policies, Restrictions and Risks” for further detail.
What are the Funds’ management arrangements?
T. Rowe Price Associates, Inc. (“T. Rowe Price”) is each Fund’s investment adviser and oversees the selection of each Fund’s investments and management of each Fund’s portfolio pursuant to an investment management agreement between the investment adviser and each Fund. T. Rowe Price is the investment adviser for all funds sponsored and managed by T. Rowe Price (“T. Rowe Price Funds”); is an SEC-registered investment adviser that provides investment management services to individual and institutional investors and sponsors; and serves as adviser and subadviser to registered investment companies, institutional separate accounts, and common trust funds.
With respect to both Funds, T. Rowe Price has entered into a subadvisory agreement with T. Rowe Price International Ltd (Price International) under which Price International is authorized to trade securities and make discretionary investment decisions on behalf of the Funds. Price International is registered as an investment adviser with the SEC, and is authorized or licensed by the United Kingdom Financial Conduct Authority and other global regulators. Price International sponsors and serves as adviser to foreign collective investment schemes and provides investment management services to registered investment companies and other institutional
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investors. Price International is a direct subsidiary of T. Rowe Price and its address is Warwick Court, 5 Paternoster Square, London, EC4M 7DX, United Kingdom.
Oversight of the portfolio and specific decisions regarding the purchase and sale of fund investments are made by the Funds’ portfolio manager. T. Rowe Price has established an Investment Advisory Committee with respect to each Fund, whose chair (or cochair) has day-to-day responsibility for managing each Fund’s portfolio and works with the Investment Advisory Committee in developing and executing each Fund’s investment program. The Funds share the same Investment Advisory Committee.
The members of each Fund’s Investment Advisory Committee are as follows: Federico Santilli, chair, Robert Scott Berg, Steven E. Boothe, Anh Thi Lu, Raymond A. Mills, Tobias Fabian Mueller, and Ernest C. Yeung. Mr. Santilli has been chair of each Investment Advisory Committee since each Fund’s inception. He joined the Firm in 2001, and his investment experience dates from that time. He has served as a portfolio manager with the T. Rowe Price throughout the past five years.
The Combined Fund will continue to be managed by Mr. Santilli, and the members of the Combined Fund’s Investment Advisory Committee is not expected to change as a result of the Reorganization.
The Statement of Additional Information for the Funds provides additional information about the portfolio manager’s compensation, other accounts managed by the portfolio manager, and the portfolio manager’s ownership of the Funds’ shares.
Will the Reorganization result in higher fund expenses?
The Reorganization is not expected to result in higher net expenses. The Institutional Fund’s net expense ratio was 0.07% higher than the Acquiring Fund’s I Class as of each fund’s most recently completed semiannual period. While the Institutional Fund’s total expense ratio for the 6-month period ended April 30, 2024 was 0.75%, the I Class of the Acquiring Fund had a total expense ratio of 0.68% (both of which include the effects of a contractual expense limitation agreement).
Management Fee
The Institutional Fund pays T. Rowe Price an annual investment management fee of 0.65% based on the Institutional Fund’s average daily net assets. The Institutional Fund calculates and accrues the fee daily.
The Acquiring Fund pays T. Rowe Price a management fee that consists of two components—an “individual fund fee,” which reflects the Acquiring Fund’s particular characteristics, and a “group fee.” The group fee, which is designed to reflect the benefits of the shared resources of T. Rowe Price and its affiliates, is calculated daily based on the combined net assets of all T. Rowe Price Funds (except the funds-of-funds, T. Rowe Price Reserve Funds, Multi-Sector Account Portfolios, and any index or private-label mutual funds). The group fee schedule is graduated, declining as the combined assets of the T. Rowe Price Funds rise, so shareholders benefit from the overall growth in mutual fund assets. The Acquiring Fund’s group fee is determined by
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applying the group fee rate to the fund’s average daily net assets. For the six-months ended April 30, 2024, the group fee rate was 0.28%. The Acquiring Fund’s individual fund fee rate, also applied to the fund’s average daily net assets, is 0.35%.
In order to ensure that shareholders of the Institutional Fund will not pay more than payable under the current management fee structure for the Institutional Fund, T. Rowe Price has contractually agreed to indefinitely limit the management fee rate of the Acquiring Fund to the current management fee rate of the Institutional Fund (0.65%), effective September 1, 2024. Accordingly, even if the Acquiring Fund’s management fee fluctuates with the change in the group fee component, the management fee will not exceed 0.65%. The Acquiring Fund’s agreement may only be terminated with approval by the Acquiring Fund’s shareholders.
Fees and Expenses
The following table further 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 set forth below are annualized based on the fees and expenses for the six month period ended April 30, 2024, and the pro forma fees and expenses reflect the expected fees and expenses of the Combined Fund as of April 30, 2024, assuming the Reorganization takes place as proposed.
Institutional International Disciplined Equity Fund | International Disciplined Equity Fund—I Class | Pro Forma Combined | ||||||||||||||||
Annual fund operating
expenses | ||||||||||||||||||
Management fees | 0.65 | % | 0.63 | % | 0.63 | % | ||||||||||||
Other expenses | 0.17 | 0.13 | b | 0.09 | b | |||||||||||||
Acquired Fund Fees and Expenses | — | — | — | |||||||||||||||
Total annual fund operating expenses | 0.82 | 0.76 | 0.72 | |||||||||||||||
Fee waiver/expense reimbursement | (0.07) | a | (0.08) | b | (0.04) | b | ||||||||||||
Total annual fund operating expenses after fee waiver/expense reimbursement | 0.75 | a | 0.68 | b | 0.68 | b | ||||||||||||
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a | T. Rowe Price Associates, Inc., has contractually agreed (through December 31, 2026) to waive its fees and/or bear any expenses (excluding interest; expenses related to borrowings, taxes, and brokerage; nonrecurring, extraordinary expenses; and acquired fund fees and expenses) that would cause the class’ ratio of expenses to average daily net assets to exceed 0.75%. The agreement may only be terminated at any time after December 31, 2026, with approval by the fund’s Board of Directors. Fees waived and expenses paid under this agreement (and any applicable prior limitations) are subject to reimbursement to T. Rowe Price Associates, Inc., by the fund whenever the expense ratio is below 0.75%. However, the fund will not reimburse T. Rowe Price Associates, Inc., more than three years from the date such amounts were initially waived or paid. The fund may only reimburse T. Rowe Price |
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Associates, Inc., if the reimbursement does not cause the expense ratio (after the reimbursement is taken into account) to exceed the current expense limitation (or the expense limitation in place at the time the amounts were waived or paid). | |
b | T. Rowe Price Associates, Inc., has contractually agreed (through December 31, 2026) to pay the operating expenses of the fund’s I Class excluding management fees; interest; expenses related to borrowings, taxes, and brokerage; nonrecurring, extraordinary expenses; and acquired fund fees and expenses (I Class Operating Expenses), to the extent the I Class Operating Expenses exceed 0.05% of the class’ average daily net assets. The agreement may only be terminated at any time after December 31, 2026, with approval by the fund’s Board of Directors. Any expenses paid under this agreement (and any applicable prior limitations) are subject to reimbursement to T. Rowe Price Associates, Inc., by the class whenever the I Class Operating Expenses are below 0.05%. However, the class will not reimburse T. Rowe Price Associates, Inc., more than three years from the date such amounts were initially waived or paid. The class may only reimburse T. Rowe Price Associates, Inc., if the reimbursement does not cause the I Class Operating Expenses (after the reimbursement is taken into account) to exceed the current expense limitation on I Class Operating Expenses (or the expense limitation in place at the time the amounts were waived or paid). |
Example This example is intended to help you compare the cost of investing in the Funds with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in each Fund for the time periods indicated and then redeem all of your shares at the end of those periods, that your investment has a 5% return each year, and that each Fund’s operating expenses remain the same. The example also assumes that an expense limitation arrangement currently in place is not renewed; therefore, the figures have been adjusted to reflect fee waivers or expense reimbursements only in the periods for which the expense limitation arrangement is expected to continue. 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 |
Institutional International Disciplined Equity Fund | $80 | $259 | $452 | $1,010 |
International Disciplined Equity Fund—I Class | 69 | 224 | 404 | 924 |
Pro Forma Combined | 69 | 221 | 391 | 886 |
A discussion about the factors considered by each Fund’s Board and its conclusions in approving each Fund’s investment management agreement (and each Fund’s Subadvisory agreement) appear in Form each Fund’s semiannual shareholder report for the period ended April 30.
Do the Funds or T. Rowe Price make payments to broker-dealers and other financial intermediaries?
If you purchase shares of a Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
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For more detailed information, please refer to Section 3 of each Fund’s prospectus, entitled “Information About Accounts in T. Rowe Price Funds.”
What are the Funds’ policies for purchasing, redeeming, exchanging, and pricing shares?
The Acquiring Fund—I Class and the Institutional Fund have similar procedures for purchasing, redeeming, exchanging, and pricing shares, although the I Class has a lower initial investment minimum. The I Class generally requires a $500,000 minimum initial investment and I Class accounts generally require a $100 minimum for additional purchases. The initial and subsequent investment minimums for the I Class generally are waived or reduced for financial intermediaries, eligible retirement plans, certain client accounts for which T. Rowe Price or its affiliates have discretionary investment authority, qualifying directly held accounts, and certain other types of accounts. The Institutional Fund, on the other hand, generally requires a $1 million minimum initial investment and there is no minimum for additional purchases, although the initial investment minimum may be waived for retirement plans, financial intermediaries maintaining omnibus accounts, and certain other accounts.
Shares of the Funds may be redeemed at their respective net asset values and the Fund’s procedures for pricing their shares are identical. Fund share prices are based on a Fund’s net asset value and is calculated at the close of the New York Stock Exchange (normally 4 p.m. ET) each day the exchange is open for business. The Funds also use the same calculation methodology. Large redemptions can adversely affect a portfolio manager’s ability to implement a Fund’s 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 Fund’s portfolio rather than in cash (redemption in-kind).
For more detailed information, please refer to Section 3 of each Fund’s prospectus, entitled “Information About Accounts in T. Rowe Price Funds.”
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. Any dividends or capital gains are declared and paid annually, usually in December. Redemptions or exchanges of Fund shares and distributions by the Fund, whether or not you reinvest these amounts in additional Fund shares, may be taxed as ordinary income or capital gains unless you invest through a tax-deferred account (in which case you will be taxed upon withdrawal from such account).
What are the principal risks of the Funds?
The Funds are subject to identical risks. These risks are not expected to change as a result of the Reorganization. As with any fund, there is no guarantee that the Funds will achieve their objective(s). Each Fund’s share price fluctuates, which means you could
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lose money by investing in the Fund. The principal risks of investing in the Funds, which may be even greater in bad or uncertain market conditions, are summarized as follows:
International investing: Non-U.S. securities tend to be more volatile and have lower overall liquidity than investments in U.S. securities and may lose value because of adverse local, political, social, or economic developments overseas, or due to changes in the exchange rates between foreign currencies and the U.S. dollar. In addition, investments outside the U.S. are subject to settlement practices and regulatory and financial reporting standards that differ from those of the U.S. The risks of investing outside the U.S. are heightened for any investments in emerging markets, which are susceptible to greater volatility than investments in developed markets.
Large-cap stocks: Securities issued by large-cap companies tend to be less volatile than securities issued by small- and mid-cap companies. However, large-cap companies may not be able to attain the high growth rates of successful small- and mid-cap companies, especially during strong economic periods, and may be unable to respond as quickly to competitive challenges.
Investing style: Because the fund may hold stocks with either growth or value characteristics, it could underperform other funds that take a strictly growth or value approach to investing when one style is currently in favor. Growth stocks tend to be more volatile than the overall stock market and can have sharp price declines as a result of earnings disappointments. Value stocks carry the risk that the market will not recognize their intrinsic value for a long time (or at all) or that they are actually appropriately priced at a low level.
Market conditions: The value of the fund’s investments may decrease, sometimes rapidly or unexpectedly, due to factors affecting an issuer held by the fund, particular industries, or the overall securities markets. A variety of factors can increase the volatility of the fund’s holdings and markets generally, including economic, political, or regulatory developments, recessions, inflation, rapid interest rate changes, war, military conflict, acts of terrorism, natural disasters, and outbreaks of infectious illnesses or other widespread public health issues (such as the coronavirus pandemic) and related governmental and public responses (including sanctions). Certain events may cause instability across global markets, including reduced liquidity and disruptions in trading markets, while some events may affect certain geographic regions, countries, sectors, and industries more significantly than others. Government intervention in markets may impact interest rates, market volatility, and security pricing. These adverse developments may cause broad declines in market value due to short-term market movements or for significantly longer periods during more prolonged market downturns.
Investing in Europe: The European financial markets have experienced increased volatility due to concerns about economic downturns, political unrest, war, military conflict, economic sanctions, rising government debt levels, inflation, energy crisis, and public health pandemics, and these events may continue to significantly affect all of Europe. The economies and markets of European countries are often connected and
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interdependent, and events in one country in Europe can have an adverse impact on other European countries. European economies could be significantly affected by, among other things, rising unemployment, the imposition or unexpected elimination of fiscal and monetary controls by member countries of the European Economic and Monetary Union, uncertainty surrounding the euro, the success of governmental actions to reduce budget deficits, and Russia’s ongoing military conflict in Ukraine.
Investing in Japan: The Japanese economy has at times been negatively affected by government intervention and protectionism, excessive regulation, an unstable financial services sector, a heavy reliance on international trade, and natural disasters. Some of these factors, as well as other adverse political developments, increases in government debt, and changes in fiscal, monetary, or trade policies, may affect the Japanese economy.
Investing in United Kingdom: The risks of investing in the United Kingdom have been heightened as a result of Brexit, the formal steps taken by the United Kingdom to exit the European Union, which has resulted in increased volatility and triggered political, economic, and legal uncertainty. Although the United Kingdom has formally left the European Union, uncertainty remains as to the long-term consequences of Brexit and issuers in the United Kingdom may experience lower growth as a result.
Sector exposure: Issuers in the same economic sector may be similarly affected by economic or market events, making the fund more vulnerable to unfavorable developments in that economic sector than funds that invest more broadly.
Emerging markets: Investments in emerging market countries are subject to greater risk and overall volatility than investments in the U.S. and other developed markets. Emerging market countries tend to have economic structures that are less diverse and mature, less developed legal and regulatory regimes, and political systems that are less stable, than those of developed countries. In addition to the risks associated with investing outside the U.S., emerging markets are more susceptible to governmental interference, political and economic uncertainty, local taxes and restrictions on the fund’s investments, less efficient trading markets with lower overall liquidity, and more volatile currency exchange rates.
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 and falling prices. The value of stocks held by the fund may decline due to general weakness or volatility in the stock markets in which the fund invests or because of factors that affect a particular company or industry.
Active management: The fund’s overall investment program and holdings selected by the fund’s investment adviser may underperform the broad markets, relevant indices, or other funds with similar objectives and investment strategies.
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Cybersecurity breaches: The fund could be harmed by intentional cyberattacks and other cybersecurity breaches, including unauthorized access to the fund’s assets, confidential information, or other proprietary information. In addition, a cybersecurity breach could cause one of the fund’s service providers or financial intermediaries to suffer unauthorized data access, data corruption, or loss of operational functionality.
REASONS FOR THE REORGANIZATION
The Board of each Fund, including a majority of the independent directors, have unanimously determined that the Reorganization is in the best interests of the shareholders of each Fund and that the interests of shareholders of the Funds will not be diluted as a result of the Reorganization.
In considering whether to approve the Reorganization, the Boards reviewed the following matters and concluded that the Reorganization is in the best interests of the Funds for the reasons indicated below.
As explained in this Statement, the Institutional Fund and Acquiring Fund offer an identical investment program. The Funds are in the same Lipper and Morningstar peer categories (International Multi-Cap Core and Foreign Large Blend, respectively), with identical investment objectives, principal investment strategies and fundamental investment policies. The I Class of the Acquiring Fund is available at a lower net expense ratio than the Institutional Fund (including the effects of contractual expense limitation agreements in place for each Fund). See “SUMMARY—Will the Reorganization result in higher fund expenses?”
In addition, as explained in this Statement, the I Class is generally offered to investors with at least a $500,000 initial investment minimum while the Institutional Fund is offered to investors with at least $1 million initial investment minimum. Both offer waivers of the minimum for similar types of accounts. The Boards and T. Rowe Price believe that offering a single fund within this strategy to a wide variety of investors will allow all shareholders to take advantage of potential economies of scale and reduce inefficiencies that can result from offering two similar funds.
The Boards also considered the Funds’ performance. The average annual total returns of the Institutional Fund and the I Class of the Acquiring Fund for the periods ended December 31, 2023 are set forth in the following tables. The Funds’ performance information represents only past performance (before and after taxes) and is not necessarily an indication of future results. Returns for other share classes of the Acquiring Fund vary since they have different expenses and different inception dates. More information on the Funds’ performance can be found under the heading “How has each Fund performed?”
10
Institutional International Disciplined Equity Fund into International Disciplined Equity Fund—I Class
Average Annual Total Returns |
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| December 31, 2023 |
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| I Class |
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| 1 Year |
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| 5 Years |
| 10 Years | Since Inception | Inception date |
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| Institutional International Disciplined Equity Fund |
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| 07/27/2010 |
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| Returns before taxes | 17.20 | % |
| 7.38 | % |
| 4.61 | % |
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| Returns after taxes on distributions | 16.47 |
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| 6.80 |
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| 3.50 |
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| Returns after taxes on distributions |
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| and sale of fund shares | 10.75 |
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| 5.83 |
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| 3.40 |
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| International Disciplined Equity Fund—I Class |
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| 03/06/2017 |
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Returns before taxes | 17.15 |
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| 7.34 |
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| — |
| 5.92 a | |||||||
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| Returns after taxes on distributions | 16.11 |
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| 5.73 |
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| — |
| 4.31 a |
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| Returns after taxes on distributions |
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| and sale of fund shares | 10.67 |
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| 5.42 |
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| — |
| 4.25 a |
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a Return since 3/6/17.
The Institutional Disciplined Equity Fund outperformed the International Disciplined Equity Fund—I Class during the 1- and 5-year periods ended December 31, 2023. Although the Funds hold a substantial number of the same portfolio holdings and follow identical investment strategies, the weightings of the holdings vary slightly. Differences in Fund performance over the same period were due to differences in cash balances that are held to manage fund redemptions.
The Boards also considered that the exchange of shares pursuant to the Reorganization is not expected to create any tax liabilities for shareholders as the exchange of shares will not be a taxable event. The cost basis and holding periods of shares in the Institutional Fund will carry over to the I Class shares of the Acquiring Fund that a shareholder will receive as a result of the Reorganization. The Boards noted, however, that the Reorganization will still have tax implications for shareholders in taxable accounts to the extent the Institutional Fund realizes gains before the Reorganization, because the Institutional Fund will need to distribute any net realized gains and taxable income before the Reorganization and these distributions may be taxable to shareholders.
In approving the Reorganization, the Board of the Institutional Fund also considered that Institutional Fund shareholders have the ability to redeem their shares at any time up to the date of the Reorganization without redemption or other fees, although some shareholders could incur a taxable gain.
11
The Boards considered that each of the Acquiring Fund’s service provider agreements, including, among others, their investment management (except for the management fee rate), distribution, fund accounting, and custody agreements, will remain in place and will not be modified as a result of the Reorganization. The Boards further considered that the service providers to each Fund are identical, and that each of the Acquiring Fund’s service provider agreements are substantially similar to those currently in place for each Institutional Fund (with the exception of the differences between each Fund’s management fee, which is discussed under the heading “SUMMARY—Will the Reorganization result in higher fund expenses?”). The Board noted that in order to ensure that shareholders of the Institutional Fund will not pay more than payable under the current management fee structure for the Institutional Fund, T. Rowe Price has contractually agreed to indefinitely limit the management fee rate of the Acquiring Fund to the current management fee rate of the Institutional Fund (0.65%), effective September 1, 2024. Accordingly, even if the Acquiring Fund’s management fee fluctuates with the change in the group fee component, the management fee will not exceed 0.65%.
The Boards considered that the Combined Fund is expected to be managed by Federico Santilli, the current portfolio manager of both Funds. No changes to the Funds’ portfolio manager, Investment Advisory Committee, or resources available to the Funds are expected as a result of the Reorganization. Further, the Institutional and Acquiring Funds share the same slate of directors.
The Institutional Fund and Acquiring Fund use identical pricing methodologies to value their respective assets. The assets of the Institutional Fund will be transferred to the Acquiring Fund at their fair market value, determined as of the close of regular trading on the New York Stock Exchange on the business day immediately preceding the Closing Date. Shares of the Acquiring Fund equal in value to the assets will be received by the Institutional Fund in exchange. The expenses incurred to execute the Reorganization will be paid by the Funds and their shareholders since the Reorganization is expected to benefit both Funds and their shareholders. For these reasons, the Boards believe that each Fund and its shareholders will not be diluted as a result of the Reorganization.
Lastly, neither fund has a Rule 12b-1 plan and no Rule 12b-1 plan will be adopted by the Combined Fund’s I Class after the Reorganization.
Therefore, in consideration of these factors, the Boards concluded that the Reorganization is in the best interests of the shareholders of the Institutional Fund and the Acquiring Fund. T. Rowe Price and the Boards believe that shareholders’ interests will be better served over time by completing the Reorganization.
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.
12
Plan of Reorganization
The Reorganization will be consummated on or about September 13, 2024, or such other date as is agreed to by the Institutional Fund and Acquiring Fund (“Closing Date”).
The parties to the Plan 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 September 13, 2024. See “Conditions to Closing.”
On the Closing Date, the Institutional Fund will transfer substantially all of its assets to the Acquiring Fund in exchange for I Class shares of the Acquiring Fund having an aggregate net asset value equal to the value of the assets of the Institutional Fund so transferred as of the close of regular trading on the New York Stock Exchange on the business day immediately preceding the Closing Date (“Valuation Date”). The Acquiring Fund will assume or otherwise be responsible for any liabilities of the Institutional Fund existing on the Valuation Date. The number of I Class shares of the Acquiring Fund issued in the exchange will be determined by dividing the value of the assets of the Institutional Fund transferred (computed by the Acquiring Fund in accordance with the policies and procedures set forth in the current prospectus and statement of additional information of the Acquiring Fund, subject to review and approval by the Institutional Fund) by the net asset value per share of the Acquiring 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 Institutional Fund and Acquiring Fund, if the Valuation Date had been June 30, 2024, shareholders of the Institutional Fund would have received 1.2452 shares of the Acquiring Fund for each of their Institutional Fund shares held.
The Institutional Fund will distribute, in liquidation of the Institutional 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 Acquiring Fund received in the exchange. The Institutional Fund will accomplish this distribution by transferring the Acquiring Fund shares then credited to the account of the Institutional Fund on the books of the Acquiring Fund to open accounts on the share records of I Class shares of the Acquiring Fund in the names of the Institutional Fund’s shareholders, and representing the respective pro-rata number of the I Class shares of the Acquiring Fund due to such shareholders. All issued and outstanding shares of the Institutional Fund will then be simultaneously canceled and redeemed.
The stock transfer books of the Institutional Fund will be permanently closed as of the close of business on the Valuation Date. The Institutional Fund will only accept redemption requests received by it in proper form 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 requests for the Acquiring Fund shares to be distributed to Institutional Fund shareholders pursuant to the Plan.
13
Conditions to Closing
The obligation of the Institutional Fund to transfer its assets to the Acquiring Fund pursuant to the Plan is subject to the satisfaction of certain conditions precedent, including performance by the Acquiring Fund in all material respects of its agreements and undertakings under the Plan, receipt of certain documents from the Acquiring Fund and receipt of a tax opinion of counsel to the Acquiring Fund. The obligation of the Acquiring Fund to consummate the Reorganization is subject to the satisfaction of certain conditions precedent, including performance by the Institutional Fund of its agreements and undertakings under the Plan, receipt of certain documents and financial statements from the Institutional Fund, and receipt of a tax opinion of counsel to the Institutional Fund.
The consummation of the Reorganization 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 Reorganization abandoned at any time prior to the Closing Date. See “Other Matters” below.
Expenses of Reorganization
The estimated expenses related to the Reorganization are set forth under the heading, “Who will pay for the Reorganization?” These costs represent T. Rowe Price’s estimate of expenses related to the transaction. Expenses of the transaction (including expenses related to delivering the information statement and related regulatory documents to shareholders, brokerage, taxes, extraordinary items, and fees of fund counsel and independent auditor) will be borne by both Funds since the Reorganization is expected to benefit all shareholders. The costs related to the Reorganization will be borne by the Funds since the Reorganization is expected to benefit both Funds and their shareholders. It is anticipated that substantially all of the Institutional Fund’s assets will transfer to the Acquiring Fund as part of the Reorganization. Prior to the Reorganization, any derivatives positions (if applicable) will generally be closed out, and any assets that are deemed not acceptable to the Acquiring Fund or inconsistent with the Acquiring Fund’s investment program will be disposed of.
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 (“IRC”, or “Code”), with no gain or loss recognized as a consequence of the Reorganization by the Acquiring Fund and Institutional 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 Institutional Fund and the Acquiring Fund, the existing provisions of the IRC, current administrative rules and court decisions, for federal income tax purposes:
· No gain or loss will be recognized by the Acquiring Fund or the Institutional Fund or their shareholders as a result of the Reorganization.
14
· Shareholders of the Institutional Fund will carry over the cost basis and holding periods of their Institutional Fund shares to their new I Class shares of the Acquiring Fund.
· The Acquiring Fund will assume the basis and holding periods of the Institutional Fund’s assets (other than certain assets, if any, subject to mark to market treatment under special tax rules).
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 Institutional Fund are transferred and that the Acquiring Fund will maintain the historical business (as defined by the Internal Revenue Services (the “IRS”)) of the Institutional Fund. In the opinion of counsel and to the best knowledge of the Funds’ officers, the proposed transaction contemplated under the Plan will comply with these and all other relevant requirements.
Other tax consequences to shareholders of the Institutional Fund are:
· Certain securities held by the Institutional Fund are expected to be sold prior to the transaction and not acquired by the Acquiring Fund. It is possible that any such sales will increase or decrease the expected distributions to shareholders of the Institutional Fund prior to the Reorganization. The exact amount of such sales and whether and to what extent they will result in taxable distributions to shareholders of the Institutional Fund will be influenced by a variety of factors and cannot be determined with certainty at this time.
· Since the cost basis of the Institutional Fund’s assets that are transferred will remain the same (other than certain assets, if any, subject to mark to market treatment under special tax rules), gains or losses on their subsequent sale by the Acquiring Fund will be shared with the shareholders of the Acquiring Fund. The potential shifting of tax consequences related to this is not expected to be significant.
· The Institutional Fund declares and pays dividends and capital gains annually, usually in December. Any taxable dividends and capital gains of the Institutional Fund available for distribution prior to the Reorganization will be distributed immediately prior to the Closing Date.
As of October 31, 2023 the Institutional Fund had $5,130,000 in capital loss carryforwards with no expiration. Any tax basis net realized capital losses of the Institutional Fund could be carried forward indefinitely to the Acquiring Fund, although there may be certain limitations under the Code as to the amount that could be used each year by the Combined Fund to offset future tax basis net realized capital gains. In addition, it is anticipated that any tax basis net capital losses of the Acquiring Fund at the Closing Date can be carried forward indefinitely without annual limitation as to the amount that can be used to offset future tax basis net realized capital gains of the
15
Combined Fund. The amount of capital loss carryforwards may change significantly before the Closing Date.
Although the Funds expect all of the assets of the Institutional Fund to transfer to the Acquiring Fund, it is possible that certain holdings will not be transferable. If applicable, prior to the Reorganization, the Institutional Fund would sell any holdings that cannot be transferred in-kind to the Acquiring Fund, which may result in a net capital gain or loss. The Acquiring Fund would be expected to buy similar positions in some of the same securities prior to the Reorganization, which may result in transaction expenses. T. Rowe Price estimates that any brokerage commissions and other transaction costs (including taxes and stamps) relating to the sale and purchase of these nontransferable securities and in replicating the positions of the Institutional Fund in the Acquiring Fund would be minimal. See “Information About the Reorganization—Tax Considerations” for more information.
Shareholders should recognize that an opinion of counsel is not binding on the 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 Institutional Fund, followed by the taxable liquidation of the Institutional Fund.
Other Matters
To the extent permitted by law, the Boards of the Funds may amend the Plan without shareholder approval or may waive any breach by the Institutional Fund or the Acquiring 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 Institutional Fund or the Acquiring Fund. The Plan may be terminated and the Reorganization abandoned at any time by action of the Boards. The Boards may, at their election, terminate the Plan in the event that the Reorganization has not closed on or before September 27, 2024.
Description of I Class Shares
Full and fractional I Class shares of the Acquiring Fund will be issued to shareholders of the Institutional Fund in accordance with the procedures under the Plan as previously described. The Acquiring Fund shares will be fully paid and nonassessable when issued, will have no preemptive or conversion rights, and will be transferrable on its books. Ownership of I Class shares of the Acquiring Fund by former shareholders of the Institutional Fund will be recorded electronically and the Acquiring Fund will issue a confirmation to such shareholders relating to those shares acquired as a result of the Reorganization.
The voting rights of shareholders of the Institutional Fund and the Acquiring Fund are the same. As shareholders of the Acquiring Fund, former shareholders of the Institutional Fund will have the same voting rights with respect to the Acquiring Fund as they currently have with respect to the Institutional Fund. Neither the Institutional Fund nor the
16
Acquiring Fund routinely hold meetings of shareholders. Both the Institutional Fund and the Acquiring Fund are organized as series of a Maryland corporation. To hold a shareholders’ meeting for a Maryland corporation, one-third of the corporation’s shares entitled to be voted must have been received by proxy or be present in person at the meeting.
Accounting Survivor and Performance Reporting
The Acquiring Fund will be the surviving fund for accounting, tax, and performance reporting purposes. The Acquiring Fund’s historical financial statements will be utilized for all financial reporting after the Reorganization and the performance of the Institutional Fund will no longer be used.
17
Capitalization
The following table shows the unaudited capitalization of the Institutional Fund and Acquiring Fund (as of each period indicated in the table), and on a pro forma basis as of that date giving effect to the proposed acquisition of fund assets. The actual net assets of the Institutional Fund and Acquiring Fund on the Valuation Date will differ due to fluctuations in net asset values, subsequent purchases, and redemptions of shares.
| Fund | Net Assets | Net
Asset | Shares | |||
| |||||||
| Institutional International Disciplined Equity Fund | $189,898 | $12.47 | 15,234 | |||
International Disciplined Equity Fund | |||||||
Investor Class | 62,854 | 10.04 | 6,262 | ||||
I Class | 260,211 | 10.01 | 25,982 | ||||
Advisor Class | 3,746 | 9.94 | 377 | ||||
Pro Forma Adjustments** | (42) | 3,735 | |||||
Pro Forma Combined | |||||||
Investor Class | 62,854 | 10.04 | 6,262 | ||||
I Class | 450,067 | 10.01 | 44,951 | ||||
Advisor Class | 3,746 | 9.94 | 377 |
* Information is as of June 30, 2024.
** Pro forma adjustments to Shares Outstanding reflect the change in shares of the International Disciplined Equity I Fund upon conversion into the I Class of the Acquiring Fund, as described in “Plans of Reorganization” under “Information About the Reorganization.”
The Financial Highlights tables, which provide information about the financial history for the Institutional Fund and each class of the Acquiring Fund, are based on a single share outstanding throughout the periods shown.
The tables are part of each Fund’s financial statements, which are included in the semi-annual report for the Institutional Fund and Acquiring Fund and are incorporated by reference into the Statement of Additional Information (available upon request). The financial statements were audited by the Funds’ independent registered public accounting firm, PricewaterhouseCoopers LLP.
18
FINANCIAL HIGHLIGHTS | For a share outstanding throughout each period |
Institutional International Disciplined Equity Fund | ||||||||||||
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| |||||||||||
| 6 Months | Year | ||||||||||
| 4/30/24 | 10/31/23 | 10/31/22 | 10/31/21 | 10/31/20 | 10/31/19 | ||||||
NET ASSET VALUE |
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of period | $10.99 |
| $9.66 |
| $12.67 |
| $10.09 |
| $11.52 |
| $12.04 |
|
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|
|
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| ||||||
Investment activities |
|
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|
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|
Net investment income(1)(2) | 0.12 |
| 0.25 |
| 0.21 |
| 0.17 |
| 0.21 |
| 0.24 |
|
Net realized and unrealized gain/loss | 1.64 |
| 1.17 |
| (2.84 | ) | 2.73 |
| (1.22 | ) | 1.11 |
|
Total from investment activities | 1.76 |
| 1.42 |
| (2.63 | ) | 2.90 |
| (1.01 | ) | 1.35 |
|
| ||||||||||||
Distributions | ||||||||||||
Net investment income | (0.34 | ) | (0.09 | ) | (0.16 | ) | (0.20 | ) | (0.28 | ) | (0.42 | ) |
Net realized gain | – |
| – |
| (0.22 | ) | (0.12 | ) | (0.14 | ) | (1.45 | ) |
Total distributions | (0.34 | ) | (0.09 | ) | (0.38 | ) | (0.32 | ) | (0.42 | ) | (1.87 | ) |
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NET ASSET VALUE |
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End of period | $12.41 |
| $10.99 |
| $9.66 |
| $12.67 |
| $10.09 |
| $11.52 |
|
Ratios/Supplemental Data | ||||||||||||
Total return(2)(3) | 16.13 | % | 14.74 | % | (21.29 | )% | 28.96 | % | (9.22 | )% | 14.09 | % |
| ||||||||||||
Ratios to average net assets:(2) | ||||||||||||
Gross expenses before waivers/payments by Price Associates | 0.82 | (4) | 0.81 | % | 0.78 | % | 0.75 | % | 0.75 | % | 0.77 | % |
Net expenses after waivers/payments by Price Associates | 0.75 | (4) | 0.75 | % | 0.75 | % | 0.75 | % | 0.75 | % | 0.75 | % |
Net investment income | 2.02 | (4) | 2.16 | % | 1.86 | % | 1.37 | % | 1.99 | % | 2.22 | % |
|
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|
|
|
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| ||||||
Portfolio turnover rate | 56.2 | % | 93.8 | % | 78.9 | % | 81.1 | % | 86.0 | % | 93.3 | % |
Net assets, end of period (in thousands) | $208,816 |
| $187,136 |
| $248,843 |
| $373,224 |
| $268,221 |
| $288,289 |
|
(1) | Per share amounts calculated using average shares outstanding method. |
(2) | Includes the impact of expense-related arrangements with Price Associates. |
(3) | Total return reflects the rate that an investor would have earned on an investment in the fund during each period, assuming reinvestment of all distributions, and payment of no redemption or account fees, if applicable. Total return is not annualized for periods less than one year. |
(4) | Annualized |
19
FINANCIAL HIGHLIGHTS | For a share outstanding throughout each period |
International Disciplined Equity Fund | ||||||||||||
Investor Class |
| |||||||||||
| 6 Months | Year | ||||||||||
| 4/30/24 | 10/31/23 | 10/31/22 | 10/31/21 | 10/31/20 | 10/31/19 | ||||||
NET ASSET VALUE |
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of period | $8.87 |
| $8.02 |
| $11.73 |
| $9.33 |
| $10.74 |
| $9.81 |
|
|
|
|
|
|
|
| ||||||
Investment activities |
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income(1)(2) | 0.11 |
| 0.19 |
| 0.16 |
| 0.14 |
| 0.19 |
| 0.21 |
|
Net realized and unrealized gain/loss | 1.32 |
| 0.96 |
| (2.43 | ) | 2.55 |
| (1.18 | ) | 1.09 |
|
Total from investment activities | 1.43 |
| 1.15 |
| (2.27 | ) | 2.69 |
| (0.99 | ) | 1.30 |
|
| ||||||||||||
Distributions | ||||||||||||
Net investment income | (0.24 | ) | (0.01 | ) | (0.13 | ) | (0.16 | ) | (0.27 | ) | (0.15 | ) |
Net realized gain | (0.07 | ) | (0.29 | ) | (1.31 | ) | (0.13 | ) | (0.15 | ) | (0.22 | ) |
Total distributions | (0.31 | ) | (0.30 | ) | (1.44 | ) | (0.29 | ) | (0.42 | ) | (0.37 | ) |
Redemption fees added to paid-in capital(1)(3) | — |
| — |
| — |
| — |
| — |
| — | (4) |
|
|
|
|
|
|
| ||||||
NET ASSET VALUE |
|
|
|
|
|
|
|
|
|
|
|
|
End of period | $9.99 |
| $8.87 |
| $8.02 |
| $11.73 |
| $9.33 |
| $10.74 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios/Supplemental Data | ||||||||||||
Total return(2)(5) | 16.27 | % | 14.50 | % | (21.61 | )% | 29.07 | % | (9.73 | )% | 13.88 | % |
| ||||||||||||
Ratios to average net assets:(2) | ||||||||||||
Gross expenses before waivers/payments by Price Associates | 0.95 | %(6) | 0.95 | % | 0.97 | % | 0.90 | % | 0.92 | % | 1.24 | % |
Net expenses after waivers/payments by Price Associates | 0.90 | %(6) | 0.90 | % | 0.90 | % | 0.90 | % | 0.90 | % | 0.90 | % |
Net investment income | 2.25 | %(6) | 2.00 | % | 1.65 | % | 1.27 | % | 1.96 | % | 2.08 | % |
|
|
|
|
|
|
| ||||||
Portfolio turnover rate | 51.4 | % | 98.6 | % | 69.4 | % | 74.7 | % | 69.1 | % | 128.4 | % |
Net assets, end of period (in thousands) | $71,461 |
| $67,690 |
| $53,569 |
| $99,951 |
| $113,097 |
| $21,838 |
|
(1) | Per share amounts calculated using average shares outstanding method. |
(2) | Includes the impact of expense-related arrangements with Price Associates. |
(3) | The fund charged redemption fees through March 31, 2019. |
(4) | Amounts round to less than $0.01 per share. |
(5) | Total return reflects the rate that an investor would have earned on an investment in the fund during each period, assuming reinvestment of all distributions, and payment of no redemption or account fees, if applicable. Total return is not annualized for periods less than one year. |
(6) | Annualized |
20
FINANCIAL HIGHLIGHTS | For a share outstanding throughout each period |
International Disciplined Equity Fund | ||||||||||||
I Class |
| |||||||||||
| 6 Months | Year | ||||||||||
| 4/30/24 | 10/31/23 | 10/31/22 | 10/31/21 | 10/31/20 | 10/31/19 | ||||||
NET ASSET VALUE |
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of period | $8.85 |
| $8.02 |
| $11.73 |
| $9.32 |
| $10.71 |
| $9.83 |
|
|
|
|
|
|
|
| ||||||
Investment activities |
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income(1)(2) | 0.12 |
| 0.21 |
| 0.17 |
| 0.16 |
| 0.21 |
| 0.22 |
|
Net realized and unrealized gain/loss | 1.32 |
| 0.95 |
| (2.41 | ) | 2.55 |
| (1.18 | ) | 1.10 |
|
Total from investment activities | 1.44 |
| 1.16 |
| (2.24 | ) | 2.71 |
| (0.97 | ) | 1.32 |
|
| ||||||||||||
Distributions | ||||||||||||
Net investment income | (0.25 | ) | (0.04 | ) | (0.16 | ) | (0.17 | ) | (0.27 | ) | (0.22 | ) |
Net realized gain | (0.07 | ) | (0.29 | ) | (1.31 | ) | (0.13 | ) | (0.15 | ) | (0.22 | ) |
Total distributions | (0.32 | ) | (0.33 | ) | (1.47 | ) | (0.30 | ) | (0.42 | ) | (0.44 | ) |
|
|
|
|
|
|
| ||||||
NET ASSET VALUE |
|
|
|
|
|
|
|
|
|
|
|
|
End of period | $9.97 |
| $8.85 |
| $8.02 |
| $11.73 |
| $9.32 |
| $10.71 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios/Supplemental Data | ||||||||||||
Total return(2)(3) | 16.51 | % | 14.62 | % | (21.37 | )% | 29.33 | % | (9.57 | )% | 14.19 | % |
| ||||||||||||
Ratios to average net assets:(2) | ||||||||||||
Gross expenses before waivers/payments by Price Associates | 0.77 | %(4) | 0.78 | % | 0.76 | % | 0.71 | % | 0.75 | % | 0.91 | % |
Net expenses after waivers/payments by Price Associates | 0.69 | %(4) | 0.69 | % | 0.69 | % | 0.68 | % | 0.68 | % | 0.69 | % |
Net investment income | 2.53 | %(4) | 2.28 | % | 1.82 | % | 1.42 | % | 2.13 | % | 2.23 | % |
|
|
|
|
|
|
| ||||||
Portfolio turnover rate | 51.4 | % | 98.6 | % | 69.4 | % | 74.7 | % | 69.1 | % | 128.4 | % |
Net assets, end of period (in thousands) | $256,155 |
| $226,775 |
| $176,359 |
| $405,690 |
| $404,394 |
| $79,768 |
|
(1) | Per share amounts calculated using average shares outstanding method. |
(2) | Includes the impact of expense-related arrangements with Price Associates. |
(3) | Total return reflects the rate that an investor would have earned on an investment in the fund during each period, assuming reinvestment of all distributions, and payment of no redemption or account fees, if applicable. Total return is not annualized for periods less than one year. |
(4) | Annualized |
21
FINANCIAL HIGHLIGHTS | For a share outstanding throughout each period |
International Disciplined Equity Fund | ||||||||||||
Advisor Class |
| |||||||||||
| 6 Months | Year | ||||||||||
| 4/30/24 | 10/31/23 | 10/31/22 | 10/31/21 | 10/31/20 | 10/31/19 | ||||||
NET ASSET VALUE |
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of period | $8.79 |
| $7.95 |
| $11.63 |
| $9.27 |
| $10.68 |
| $9.80 |
|
|
|
|
|
|
|
| ||||||
Investment activities |
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income(1)(2) | 0.11 |
| 0.17 |
| 0.14 |
| 0.12 |
| 0.17 |
| 0.25 |
|
Net realized and unrealized gain/loss | 1.30 |
| 0.96 |
| (2.39 | ) | 2.53 |
| (1.16 | ) | 1.03 |
|
Total from investment activities | 1.41 |
| 1.13 |
| (2.25 | ) | 2.65 |
| (0.99 | ) | 1.28 |
|
| ||||||||||||
Distributions | ||||||||||||
Net investment income | (0.23 | ) | — |
| (0.12 | ) | (0.16 | ) | (0.27 | ) | (0.18 | ) |
Net realized gain | (0.07 | ) | (0.29 | ) | (1.31 | ) | (0.13 | ) | (0.15 | ) | (0.22 | ) |
Total distributions | (0.30 | ) | (0.29 | ) | (1.43 | ) | (0.29 | ) | (0.42 | ) | (0.40 | ) |
Redemption fees added to paid-in capital(1)(3) | — |
| — |
| — |
| — |
| — |
| — | (4) |
|
|
|
|
|
|
| ||||||
NET ASSET VALUE |
|
|
|
|
|
|
|
|
|
|
|
|
End of period | $9.90 |
| $8.79 |
| $7.95 |
| $11.63 |
| $9.27 |
| $10.68 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios/Supplemental Data | ||||||||||||
Total return(2)(5) | 16.21 | % | 14.32 | % | (21.62 | )% | 28.82 | % | (9.79 | )% | 13.74 | % |
| ||||||||||||
Ratios to average net assets:(2) | ||||||||||||
Gross expenses before waivers/payments by Price Associates | 1.20 | %(6) | 1.19 | % | 1.20 | % | 1.14 | % | 1.21 | % | 1.32 | % |
Net expenses after waivers/payments by Price Associates | 1.00 | %(6) | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % |
Net investment income | 2.28 | %(6) | 1.86 | % | 1.50 | % | 1.10 | % | 1.70 | % | 2.48 | % |
|
|
|
|
|
|
| ||||||
Portfolio turnover rate | 51.4 | % | 98.6 | % | 69.4 | % | 74.7 | % | 69.1 | % | 128.4 | % |
Net assets, end of period (in thousands) | $4,745 |
| $3,728 |
| $2,632 |
| $4,061 |
| $4,120 |
| $1,560 |
|
(1) | Per share amounts calculated using average shares outstanding method. |
(2) | Includes the impact of expense-related arrangements with Price Associates. |
(3) | The fund charged redemption fees through March 31, 2019. |
(4) | Amounts round to less than $0.01 per share. |
(5) | Total return reflects the rate that an investor would have earned on an investment in the fund during each period, assuming reinvestment of all distributions, and payment of no redemption or account fees, if applicable. Total return is not annualized for periods less than one year. |
(6) | Annualized |
The financial statements of the Funds included in each Fund’s annual report are incorporated by reference into the SAI and have been audited by PricewaterhouseCoopers LLP. Copies of the reports are available by request as described above.
COMPARISON
OF INVESTMENT OBJECTIVES,
POLICIES, RESTRICTIONS AND RISKS
The investment objectives, policies, and restrictions of the Funds are identical and are
22
described in greater detail in their respective prospectuses. Each Fund’s investment objective is a fundamental policy and shareholder approval is required to substantially change it.
What are the Funds’ principal investment strategies?
The Funds expect to primarily invest in stocks of companies located outside the U.S. Under normal conditions, each Fund will invest at least 80% of its net assets (including any borrowings for investment purposes) in stocks of non-U.S. companies and no more than 15% of its net assets will be invested in stocks of companies in emerging markets. Shareholders will receive at least 60 days’ prior notice of a change to each Fund’s 80% investment policy.
For purposes of determining whether each Fund invests at least 80% of its net assets in non-U.S. stocks, each Fund relies on the country assigned to a security by MSCI Inc., a third-party provider of benchmark indexes and data services, or another unaffiliated data provider. Each Fund also relies on MSCI Inc. or another unaffiliated data provider to determine which countries are considered emerging markets. The data providers use various criteria to determine the country to which a security is economically tied. Examples include the following: (1) the country under which the issuer is organized; (2) the location of the issuer’s principal place of business or principal office; (3) where the issuer’s securities are listed or traded principally on an exchange or over-the-counter market; and (4) where the issuer conducts the predominant part of its business activities or derives a significant portion (e.g., at least 50%) of its revenues or profits.
While the adviser invests with an awareness of the global economic backdrop and the adviser’s outlook for certain industries, sectors, and individual countries, the adviser’s decision-making process focuses on bottom-up stock selection. Country allocation is driven largely by stock selection, though the adviser may limit investments in markets or industries that appear to have poor overall prospects.
Each Fund may purchase the stocks of companies of any size, but typically focuses on large-cap companies, and does not emphasize either a growth or value bias in selecting investments. The adviser generally selects securities for the fund that the adviser believes have the most favorable combination of company fundamentals, earnings potential, and relative valuation. As a result, each Fund will be exposed at times to both growth- and value-oriented stocks.
Each Fund focuses its investments more on developed foreign countries than on emerging market countries. As a result, each Fund may at times have significant investments in developed European countries, as well as Japan and select other developed countries.
Each Fund’s investments, as well as political and economic trends in the countries and regions in which the Funds invest, and holdings are adjusted according to the portfolio manager’s analysis and outlook. The impact of unfavorable developments in a particular country may be reduced when investments are spread among many countries. However,
23
the economies and financial markets of countries in a certain region may be heavily influenced by one another.
At times, each Fund may have a significant portion of its assets invested in the same economic sector.
T. Rowe Price and its affiliates (the “Firm”) integrates environmental, social, and governance (ESG) factors into its investment research process for certain investments. While ESG matters vary widely, the Firm generally considers ESG factors such as climate change, resource depletion, labor standards, diversity, human rights issues, and governance structure and practices. For certain types of investments, including, but not limited to, cash, currency positions, and particular types of derivatives, an ESG analysis may not be relevant or possible due to a lack of data. Where ESG considerations are integrated into the investment research process, we focus on the ESG factors the Firm considers most likely to have a material impact on the performance of the holdings in each Fund’s portfolio. We may conclude that other attributes of an investment outweigh ESG considerations when making investment decisions for each Fund.
The Funds may sell assets for a variety of reasons, including in response to a change in the original investment considerations or to limit losses, adjust the characteristics of the overall portfolio, or redeploy assets into different opportunities.
What are the Funds’ fundamental investment policies and restrictions?
The Funds have identical fundamental investment restrictions and policies, each of which is explained in the Statement of Additional Information. As fundamental policies, the Funds may not:
(1) Borrow money, except that the Funds may (i) borrow for non-leveraging, temporary, or emergency purposes; and (ii) engage in reverse repurchase agreements and make other investments or engage in other transactions, which may involve a borrowing, in a manner consistent with the Funds’ investment objectives and programs, provided that the combination of (i) and (ii) shall not exceed 33⅓% of the value of the Funds’ total assets (including the amount borrowed) less liabilities (other than borrowings) or such other percentage permitted by law. Any borrowings that come to exceed this amount will be reduced in accordance with applicable law. The Funds may borrow from banks, other mutual funds sponsored and managed by T. Rowe Price (“Price Funds”), or other persons to the extent permitted by applicable law;
· (2) Purchase or sell commodities, except to the extent permitted by applicable law;
· (3) Purchase the securities of any issuer if, as a result, more than 25% of the value of the Funds’ net assets would be invested in the securities of issuers having their principal business activities in the same industry;
· (4) Make loans, although the Funds may (i) lend portfolio securities and participate in an interfund lending program with other Price Funds provided that no such loan may be made if, as a result, the aggregate of such loans would
24
exceed 33⅓% of the value of the Funds’ total assets; (ii) purchase money market securities and enter into repurchase agreements; and (iii) acquire publicly distributed or privately placed debt securities and purchase debt;
· (5) Purchase a security if, as a result, with respect to 75% of the value of the Funds’ total assets, more than 5% of the value of the Funds’ total assets would be invested in the securities of a single issuer, except for cash; securities issued or guaranteed by the U.S. government, its agencies, or instrumentalities; and securities of other investment companies;
· (6) Purchase a security if, as a result, with respect to 75% of the value of the Funds’ total assets, more than 10% of the outstanding voting securities of any issuer would be held by the Funds (other than cash, securities issued or guaranteed by the U.S. government, its agencies, or instrumentalities; and securities of other investment companies);
· (7) Purchase or sell real estate, including limited partnership interests therein, unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the Funds from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate business);
· (8) Issue senior securities except in compliance with the 1940 Act; and
· (9) Underwrite securities issued by other persons, except to the extent that the Funds may be deemed to be an underwriter within the meaning of the Securities Act of 1933 in connection with the purchase and sale of fund portfolio securities in the ordinary course of pursuing their investment programs.
Notes
The following notes should be read in connection with the above-described fundamental policies. The notes are not fundamental policies.
With respect to investment restriction (2), the Funds may not directly purchase or sell commodities that require physical storage unless acquired as a result of ownership of securities or other instruments, but the Funds may invest in any derivatives and other financial instruments that involve commodities or represent interests in commodities to the extent permitted by the 1940 Act or other applicable law.
For purposes of investment restriction (3):
· U.S., state, or local governments, or related agencies or instrumentalities, are not considered an industry.
· With respect to the industry classifications, each Fund will define industries according to any one or more widely recognized third-party providers and/or as defined by the investment adviser. The policy also will be interpreted to give broad authority to each Fund as to how to classify issuers within or among industries.
25
For purposes of investment restriction (4), the Funds will consider the acquisition of a debt security to include the execution of a note or other evidence of an extension of credit with a term of more than nine months.
For purposes of investment restrictions (5) and (6), the Funds will treat bonds that are refunded with escrowed U.S. government securities as U.S. government securities.
What are the Funds’ non-fundamental investment policies and restrictions?
As a matter of operating policy, the Funds may not:
· (1) Purchase additional securities when money borrowed exceeds 5% of its total assets;
· (2) Transfer portfolio securities as collateral except as necessary in connection with permissible borrowings or investments, and then such transfers may not exceed 33⅓% of its total assets;
· (3) Invest in companies for the purpose of exercising management or control;
· (4) Acquire an illiquid investment if, immediately after the acquisition, the Fund would have invested more than 15% of its net assets in such investments;
· (5) Purchase securities of open-end or closed-end investment companies except (i) securities of the TRP Reserve Funds; (ii) securities of other Price Funds; or (iii) otherwise consistent with the 1940 Act;
· (6) Purchase securities on margin, except (i) for use of short-term credit necessary for clearance of purchases of portfolio securities and (ii) they may make margin deposits in connection with futures contracts or other permissible investments;
· (7) Mortgage, pledge, hypothecate, or, in any manner, transfer any security owned by the funds as security for indebtedness, except as may be necessary in connection with permissible borrowings or investments, and then such mortgaging, pledging, or hypothecating may not exceed 33⅓% of the Funds’ total assets at the time of borrowing or investment;
· (8) Purchase participations or other direct interests in or enter into leases with respect to oil, gas, or other mineral exploration or development programs if, as a result thereof, more than 5% of the value of the total assets of the Funds would be invested in such programs;
· (9) Effect short sales of securities;
· (10) Invest in warrants if, as a result, more than 10% of the value of the Fund’s net assets would be invested in warrants;
26
· (11) Invest in below-investment grade instruments if, as a result, more than 10% of each Fund’s total assets would be invested in such instruments. Each Fund’s investments in convertible securities are not subject to this limit;
· (12) Invest in participation notes (P-Notes) if, as a result, more than 20% of the Fund’s total assets would be invested in such instruments; and
· (13) Make loans to T. Rowe Price and affiliates.
Notes
The following notes should be read in connection with the above-described operating policies. The notes are not operating policies.
For purposes of operating policy (4), an illiquid investment is an investment that a Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the security.
For purposes of operating policy (6), margin purchases are not considered borrowings and effecting a short sale will be deemed to not constitute a margin purchase.
If a Fund is subject to an 80% name test as set forth in its prospectus, the 80% investment policy will be based on each Fund’s net assets plus any borrowings for investment purposes. For purposes of determining whether a Fund invests at least 80% of its net assets in a particular country or geographic region, unless otherwise disclosed in a Fund’s prospectus, the Funds use the country assigned to an equity security by MSCI Inc. or another unaffiliated third-party data provider, and the Funds use the country assigned to a fixed income security by Bloomberg or another unaffiliated third-party data provider. The Funds generally follow this same process with respect to the remaining 20% of net assets but may occasionally make an exception after assessing various factors relating to a company. For example, T. Rowe Price may assign a different country to a holding than the classification made by a third-party data provider in situations where, among other things, the data provider’s classification does not accurately reflect the company’s country of risk, location of management or primary operations, or country with the most sales or revenues or the country classification is deemed to no longer be appropriate (such as significant changes to the company’s business or operations that were not yet taken into consideration by the data provider). If a particular holding is assigned a country by T. Rowe Price and no third-party data provider has assigned that same country, that holding will not be included toward a fund’s 80% investment policy. The data providers use various criteria to determine the country to which a security is economically tied. Examples include the following: (1) the country under which the issuer is organized, (2) the location of the issuer’s principal place of business or principal office, (3) where the issuer’s securities are listed or traded principally on an exchange or over-the-counter market, and (4) where the issuer conducts the predominant part of its business activities or derives a significant portion (e.g., at least 50%) of its revenues or profits. In addition, for
27
purposes of determining whether a particular country is considered a developed market or an emerging market, the stock funds consider a country to be an emerging market if it is not included in an MSCI Inc. developed market index and the bond funds consider a country to be an emerging market if it is either included in a JPMorgan emerging market bond index, or not included in the International Monetary Fund’s list of advanced economies.
In addition to the fundamental restrictions and operating policies previously described, some foreign countries limit or prohibit all direct foreign investment in the securities of their companies. However, P-notes may sometimes be used to gain access to these markets. In addition, the governments of some countries have authorized the organization of investment funds to permit indirect foreign investment in such securities. For tax purposes, these funds may be known as Passive Foreign Investment Companies.
What are the principal risks of investing in the Funds?
The Funds are subject to identical risks. Below are the risk factors to which both Funds are exposed. These risks are not expected to materially change once the Funds are combined.
International investing: Investments outside the U.S. may lose value because of declining foreign currencies or adverse local, political, social, or economic events overseas, among other things. Securities of non-U.S. issuers (including depositary receipts and other instruments that represent interests in a non-U.S. issuer) tend to be more volatile than U.S. securities and are subject to trading markets with lower overall liquidity, governmental interference, and regulatory and accounting standards and settlement practices that differ from the U.S. The fund could experience losses based solely on the weakness of foreign currencies in which the fund’s holdings are denominated versus the U.S. dollar, and changes in the exchange rates between such currencies and the U.S. dollar. Risks can result from differing regulatory environments, less stringent investor protections, less availability of public information about issuers, uncertain tax laws, and higher transaction costs compared with U.S. markets. Investments outside the U.S. could be subject to governmental actions such as capital or currency controls, nationalization of a company or industry, expropriation of assets, or imposition of high taxes.
A trading market may close for national holidays or without warning for extended time periods, preventing the fund from buying or selling securities in that market. Trading securities in which the fund invests may take place in various foreign markets on certain days when the fund is not open for business and does not calculate its net asset value. For example, the fund may invest in securities that trade in various foreign markets that are open on weekends. As the securities trade, their value may substantially change. As a result, the fund’s net asset value may be significantly affected on days when shareholders cannot make transactions. In addition, market volatility may significantly limit the liquidity of securities of certain issuers in a particular country or geographic region, or of all companies in the country or region. The fund may be unable to liquidate
28
its positions in such securities at any time, or at a favorable price, in order to meet the fund’s obligations.
Large-cap stocks: Although stocks issued by large-cap companies tend to have less overall volatility than stocks issued by small- and mid-cap companies, large-cap companies may not be able to attain the high growth rates of successful small- and mid-cap companies, especially during strong economic periods. In addition, large-cap companies may be less capable of responding quickly to competitive challenges and industry changes, and may suffer sharper price declines as a result of earnings disappointments.
Investing style: Different investment styles tend to shift in and out of favor depending on market conditions and investor sentiment. Because the fund holds stocks with both growth and value characteristics, the fund’s share price may be negatively affected by risks impacting either type of investment and its potential for appreciation could be limited when one investment style is in favor over the other. Growth stocks tend to be more volatile than other types of stocks and their prices may fluctuate more dramatically than the overall stock market. A stock with growth characteristics can have sharp price declines due to decreases in current or expected earnings and may lack dividends that can help cushion its share price in a declining market. Value stocks carry the risk that the market will not recognize a security’s intrinsic value for a long time (or at all) or that a stock judged to be undervalued may actually be appropriately priced. Although value stocks tend to be inexpensive relative to their earnings, they can continue to be inexpensive for long periods of time and may not ever realize their full value.
Market conditions: The value of investments held by the fund may decline, sometimes rapidly or unpredictably, due to factors affecting certain issuers, particular industries or sectors, or the overall markets. Rapid or unexpected changes in market conditions could cause the fund to liquidate its holdings at inopportune times or at a loss or depressed value. The value of a particular holding may decrease due to developments related to that issuer, but also due to general market conditions, including real or perceived economic developments, such as changes in interest rates, credit quality, inflation, or currency rates, or generally adverse investor sentiment. The value of a holding may also decline due to factors that negatively affect a particular industry or sector, such as labor shortages, increased production costs, or competitive conditions. In addition, local, regional, or global events such as war, military conflict, acts of terrorism, political and social unrest, regulatory changes, recessions, shifts in monetary or trade policies, natural or environmental disasters, and the spread of infectious diseases or other public health issues could have a significant negative impact on securities markets and the fund’s investments. Any of these events may lead to unexpected suspensions or closures of securities exchanges; travel restrictions or quarantines; business disruptions and closures; inability to obtain raw materials, supplies, and component parts; reduced or disrupted operations for the fund’s service providers or issuers in which the fund invests; and an extended adverse impact on global market conditions. Government intervention (including sanctions) in markets may impact interest rates, market volatility, and security
29
pricing. The occurrence of any of these events could adversely affect the economies (including through changes in business activity and increased unemployment) and financial markets of specific countries or worldwide.
Investing in Europe: The Economic and Monetary Union of the European Union (EU) requires compliance with restrictions on inflation rates, deficits, interest rates, debt levels, and fiscal and monetary controls, each of which may significantly affect every country in Europe. Decreasing imports or exports, changes in governmental or EU regulations on trade, changes in the exchange rate of the euro (the common currency of certain EU countries), the default or threat of default by an EU member country on its sovereign debt, and/or an economic recession in an EU member country may have a significant adverse effect on the economies of EU member countries and their trading partners. The economies and markets of European countries are often connected and interdependent, and events in one country in Europe can have an adverse impact on other European countries. The European financial markets have experienced increased volatility and adverse trends due to concerns about economic downturns, rising government debt levels, inflation, energy crisis, and public health pandemics, which can adversely affect the exchange rate of the euro and significantly affect every country in Europe, including countries that do not use the euro. Responses to the financial problems by European governments, central banks, and others, including austerity measures and reforms, may not produce the desired results, may result in social unrest, and may limit future growth and economic recovery or have other unintended consequences. Further defaults or restructurings by governments and other entities of their debt could have additional adverse effects on economies, financial markets, and asset valuations around the world.
In addition, the national politics of countries in the EU have been unpredictable and subject to influence by disruptive political groups and ideologies. The occurrence of terrorist incidents and military conflicts, such as Russia’s invasion of Ukraine, throughout Europe could also impact financial markets. The extent and duration of Russia’s military action in Ukraine, resulting sanctions, and resulting future market disruptions in the region are impossible to predict, but could be significant and have a severe adverse effect on the region, including significant negative impacts on the regional, European, and global economies and the markets for certain securities and commodities, such as oil and natural gas, as well as other sectors.
Investing in Japan: The growth of Japan’s economy historically has lagged that of its Asian neighbors and other major developed economies. The Japanese economy is heavily dependent on international trade and has been adversely affected by trade tariffs, other protectionist measures, competition from emerging economies, and the economic conditions of its trading partners. Japan’s neighbors, in particular China, have become increasingly important export markets, despite strained political relationships at times in recent years. Should political tension increase, it could adversely affect the economy, especially the export sector, and destabilize the entire Asian region. Japan also remains heavily dependent on oil imports, and higher commodity prices could therefore have a negative impact on the Japanese economy. The Japanese economy
30
faces several other concerns, including a financial system with large levels of nonperforming loans, over-leveraged corporate balance sheets, extensive cross-ownership by major corporations, a changing corporate governance structure, and large government deficits. These issues may cause a slowdown of the Japanese economy. The Japanese yen has fluctuated widely at times, and any increase in its value may cause a decline in exports that could weaken the Japanese economy. Japan has, in the past, intervened in the currency markets to attempt to maintain or reduce the value of the yen. Japanese intervention in the currency markets could cause the value of the yen to fluctuate sharply and unpredictably and could cause losses to investors. In addition, Japan has an aging workforce and has experienced a significant population decline in recent years. Japan’s labor market appears to be undergoing fundamental structural changes, as a labor market traditionally accustomed to lifetime employment adjusts to meet the need for increased labor mobility, which may adversely affect Japan’s economic competitiveness.
Natural disasters, such as earthquakes, volcanic eruptions, typhoons, and tsunamis could occur in Japan or surrounding areas and could negatively affect the Japanese economy.
Japan’s relations with its neighbors, particularly China, North Korea, South Korea, and Russia, have at times been strained due to territorial disputes, historical animosities, and defense concerns. Strained relations may cause uncertainty in the Japanese markets and adversely affect the overall Japanese economy, particularly in times of crisis.
Investing in United Kingdom: The United Kingdom is one of the largest economies in Europe and is a substantial trading partner of the U.S. and mainland Europe. As a result, the United Kingdom’s economy may be impacted by changes to the economic condition of the U.S. and other European countries. Brexit has established new economic relationships and trade agreements across Europe. The United Kingdom and the European Union reached an agreement on the terms of their future trading relationship effective January 1, 2021, which largely addresses the trading of goods rather than services, including financial services. Further discussions are to be held in relation to matters not covered by the trade agreement, such as financial services. Uncertainty remains as to the long-term political, economic, and legal consequences of Brexit. Companies with a significant amount of business in the United Kingdom may experience lower revenue and/or profit growth until negotiations and agreements are finalized.
Sector exposure: At times, the fund may have a significant portion of its assets invested in securities of issuers conducting business in a related group of industries within the same economic sector. Issuers within the same economic sector may be similarly affected by specific market events impacting that sector. As a result, the fund is more susceptible to adverse developments affecting an economic sector in which the fund has significant investments and may perform poorly during a downturn in one or more of the industries within that economic sector.
31
Emerging markets: Investments in emerging markets are subject to the risk of abrupt and severe price declines. The economic and political structures of emerging market countries, in most cases, do not compare favorably with the U.S. or other developed countries in terms of wealth and stability, and their financial markets often lack liquidity. These economies are less developed, can be overly reliant on particular industries, and are more vulnerable to the ebb and flow of international trade, trade barriers, and other protectionist or retaliatory measures. Governments in many emerging market countries participate to a significant degree in their economies and securities markets. As a result, foreign investments may be restricted and subject to greater government control, including repatriation of sales proceeds. Emerging market securities exchanges are more likely to experience problems with the clearing and settling of trades, as well as the custody of holdings by local banks, agents, and depositories. In addition, the accounting standards in emerging market countries may be unreliable and could present an inaccurate picture of a company’s finances. Some countries have histories of instability and upheaval that could cause their governments to act in a detrimental or hostile manner toward private enterprise or foreign investment. Investments in countries or regions that have recently begun moving away from central planning and state-owned industries toward free markets should be regarded as speculative.
While some countries have made progress in economic growth, liberalization, fiscal discipline, and political and social stability, there is no assurance these trends will continue. Significant risks, such as war and terrorism, currently affect some emerging market countries. The fund’s performance will likely be hurt by exposure to countries in the midst of hyperinflation, currency devaluation, trade disagreements, sudden political upheaval, or interventionist government policies. The volatility of emerging markets may be heightened by the actions (such as significant buying or selling) of a few major investors. For example, substantial increases or decreases in cash flows of funds investing in these markets could significantly affect local securities prices and, therefore, could cause fund share prices to decline.
Stock investing: The fund’s share price can fall because of weakness in the overall stock markets, a particular industry, or specific holdings. Stock markets as a whole can be volatile and decline for many reasons, such as adverse local, regional, or global political, regulatory, or economic developments; changes in investor psychology; or heavy selling at the same time by major institutional investors in the market. The prospects for an industry or company may deteriorate because of a variety of factors, including disappointing earnings or changes in the competitive environment. In addition, the adviser’s assessment of companies whose stocks are held by the fund may prove incorrect, resulting in losses or poor performance, even in rising markets. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of the issuer’s bonds and preferred stock take precedence over the claims of those who own common stock.
Active management: The investment adviser’s judgments about the attractiveness, value, or potential appreciation of the fund’s investments may prove to be incorrect. The fund could underperform other funds with a similar benchmark or similar investment
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program if the fund’s investment selections or overall strategies fail to produce the intended results. Regulatory, tax, or other developments may affect the investment strategies available to a portfolio manager, which could adversely affect the ability to implement the fund’s overall investment program and achieve the fund’s investment objective(s).
Cybersecurity breaches: The fund may be subject to operational and information security risks resulting from breaches in cybersecurity. Cybersecurity breaches may involve deliberate attacks and unauthorized access to the digital information systems (for example, through “hacking” or malicious software coding) used by the fund, its investment adviser and subadviser(s) (as applicable), or its service providers but may also result from outside attacks such as denial-of-service attacks, which are efforts to make network services unavailable to intended users. These breaches may, among other things, result in financial losses to the fund and its shareholders, cause the fund to lose proprietary information, disrupt business operations, or result in the unauthorized release of confidential information. Further, cybersecurity breaches involving the fund’s service providers, financial intermediaries, trading counterparties, or issuers in which the fund invests could subject the fund to many of the same risks associated with direct breaches.
ADDITIONAL INFORMATION ABOUT THE FUNDS
How has each Fund performed?
The following performance information provides some indication of the risks of investing in the Funds. The Funds’ performance information represents only past performance (before and after taxes) and is not necessarily an indication of future results.
The following bar charts illustrate how much returns can differ from year to year by showing calendar year returns and the best and worst calendar quarter returns during those years for each Fund or Class. Returns for other share classes of the Acquiring Fund vary since they have different expenses.
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INSTITUTIONAL INTERNATIONAL DISCIPLINED EQUITY FUND |
Calendar Year Returns
Quarter Ended | Total Return | Quarter Ended | Total Return | |||||
Best Quarter | 12/31/22 | 16.97% | Worst Quarter | 3/31/20 | -22.08% |
The fund’s return for the six months ended 6/30/24 was 1.88%.
INTERNATIONAL DISCIPLINED EQUITY FUND—I CLASS |
Calendar Year Returns
Quarter Ended | Total Return | Quarter Ended | Total Return | |||||
Best Quarter | 12/31/22 | 16.97% | Worst Quarter | 3/31/20 | -21.84% |
The fund’s return for the six months ended 6/30/24 was 2.03%.
The following tables show the average annual total returns for the Fund or Class for the periods ended December 31, 2023. Each table also compares the returns with the returns of a relevant broad-based market index, as well as with the returns of one or
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more comparative indexes that have investment characteristics similar to those of the Funds.
In addition, the tables show hypothetical after-tax returns to demonstrate 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 investor’s 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 an IRA. After-tax returns for the Acquiring Fund are shown only for the I Class and will differ for other share classes of the Acquiring Fund.
Institutional International Disciplined Equity Fund into International Disciplined Equity Fund—I Class
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| Returns before taxes | 17.20 | % |
| 7.38 | % |
| 4.61 | % |
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| Returns after taxes on distributions | 16.47 |
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| and sale of fund shares | 10.75 |
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MSCI EAFE Index Net (reflects no deduction for fees or expenses) | ||||||||||||||||
18.24 |
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Returns before taxes | 17.15 |
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| Returns after taxes on distributions | 16.11 |
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| and sale of fund shares | 10.67 |
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MSCI EAFE Index Net (reflects no deduction for fees or expenses) | ||||||||||||||||
18.24 | 8.16 | — | 6.37 a | |||||||||||||
Lipper International Multi-Cap Core Funds Average | ||||||||||||||||
16.33 | 7.22 | — | 5.49 b | |||||||||||||
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a Return since 3/6/17.
b Return since 2/28/17.
Updated performance information is available through troweprice.com.
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The Institutional Fund outperformed the Acquiring Fund for the one- and five- year periods ended December 31, 2023. Although the Funds hold a substantial number of the same portfolio holdings, the weightings of the holdings may vary slightly. Differences in Fund performance over the same period were primarily due to differences in cash balances that are held to manage redemptions.
Who are the principal holders of each Fund’s shares?
The following table provides the shareholders of record that owned more than 5% of the outstanding shares of the Institutional Fund and each class of the Acquiring Fund as of June 30, 2024.
FUND | SHAREHOLDER | # OF SHARES | % | |
INSTITUTIONAL | CAPINCO C/O US BANK NA | 779,189.66 | 5.11 | |
INTERNATIONAL | 1555 N RIVERCENTER DR STE 302 |
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DISCIPLINED EQUITY FUND | MILWAUKEE WI 53212-3958 |
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| CHARLES SCHWAB & CO INC | 2,089,893.95 | 13.72 | |
| SPECIAL CUSTODY A/C FBO CUSTOMERS |
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| ATTN MUTUAL FUND DEPT |
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| 211 MAIN ST |
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SAN FRANCISCO CA 94105-1905 | ||||
| COLUMBIA TRUST PARTNERS | 944,527.50 | 6.20 | |
| PO BOX 1012 |
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| SALEM OR 97308-1012 |
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| MARIL & CO FBO | 1,270,882.21 | 8.34 | |
| C/O RELIANCE TRUST COMPANY WI |
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| MAILCODE BD1N - ATTN MF |
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| 4900 W BROWN DEER RD |
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MILWAUKEE WI 53223-2422 | ||||
| MLPF&S FOR THE SOLE BENEFIT OF | 1,026,870.49 | 6.74 | |
| ITS CUSTOMERS |
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| 4800 DEERLAKE DR E 3RD FL |
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JACKSONVILLE FL 32246-6484 | ||||
| NATIONAL FINANCIAL SERVICES LLC | 7,823,881.11 | 51.36(a) | |
| FOR EXCLUSIVE BENEFIT OF OUR CUST |
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499 WASHINGTON BLVD FL 5 | ||||
JERSEY CITY NJ 07310-2010 | ||||
INTERNATIONAL | CHARLES SCHWAB & CO INC | 2,148,358.65 | 34.31(a) | |
DISCIPLINED | REINVEST ACCOUNT |
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EQUITY FUND | ATTN MUTUAL FUND DEPT |
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| NATIONAL FINANCIAL SERVICES LLC | 1,458,065.34 | 23.29 | |
| FOR EXCLUSIVE BENEFIT OF OUR CUST |
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| RAYMOND JAMES | 1,258,625.29 | 20.10 | |
| OMNIBUS FOR MUTUAL FUNDS |
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| HOUSE ACCT FIRM |
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| ATTN COURTNEY WALLER |
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880 CARILLON PKWY | ||||
ST PETERSBURG FL 33716-1100 |
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FUND | SHAREHOLDER | # OF SHARES | % | |
INTERNATIONAL | EMPOWER TRUST FBO | 46,754.69 | 12.41 | |
DISCIPLINED EQUITY | EMPLOYEE BENEFIT CLIENTS 401K |
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FUND—ADVISOR CLASS | 8515 E ORCHARD RD 2T2 |
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GREENWOOD VLG CO 80111-5002 | ||||
| FIIOC AS AGENT FBO | 79,316.12 | 21.06 | |
| DENTAL ASSOCIATES OF WALPOLE |
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| 401K PROFIT SHARING PLAN & TRUST |
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100 MAGELLAN WAY # KW1C | ||||
| COVINGTON KY 41015-1987 |
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| FIIOC AS AGENT FBO | 64,292.91 | 17.07 | |
| PRO TOOL & SUPPLY, INC AND |
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| PRO EQUIPMENT RENTAL, INC 401K |
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| NATIONAL FINANCIAL SERVICES LLC | 144,024.48 | 38.24(a) | |
| FOR EXCLUSIVE BENEFIT OF OUR CUST |
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| RAYMOND JAMES | 22,847.71 | 6.07 | |
| OMNIBUS FOR MUTUAL FUNDS |
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| HOUSE ACCT FIRM |
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| ATTN COURTNEY WALLER |
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INTERNATIONAL | CHARLES SCHWAB & CO INC | 12,230,955.55 | 47.07(a) | |
DISCIPLINED EQUITY | SPECIAL CUSTODY A/C |
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FUND—I CLASS | FBO CUSTOMERS |
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| ATTN MUTUAL FUND DEPT |
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| MAC & CO | 3,227,044.83 | 12.42 | |
| ATTN MUTUAL FUND OPERATIONS |
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500 GRANT ST ROOM 151-1010 | ||||
PITTSBURGH PA 15219-2502 | ||||
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| NATIONAL FINANCIAL SERVICES LLC | 1,944,293.35 | 7.48 | |
| FOR EXCLUSIVE BENEFIT OF OUR CUST |
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| PERSHING LLC | 3,846,828.18 | 14.81 | |
1 PERSHING PLZ | ||||
JERSEY CITY NJ 07399-0002 |
(a) | At the level of ownership indicated, the shareholder may be able to determine the outcome of any matters affecting a fund or one of its classes that are submitted to shareholders for vote. |
As of June 30, 2024, the executive officers and directors of each Fund, as a group, beneficially owned, directly or indirectly, less than 1% of its outstanding shares of each Fund.
Who are each Fund’s 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, One Lincoln Street, Boston, Massachusetts 02111, or, in the case of securities maintained outside of the United States, JPMorgan Chase Bank, London, Woolgate House, Coleman Street, London, EC2P 2HD, England, are the custodians for the Funds.
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Are the Funds required to hold annual meetings?
Under Maryland law, the Funds are not required to hold annual meetings. The Boards of the Funds have determined that the Funds 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 1940 Act or Maryland law, unless the Boards determine otherwise. However, special meetings of shareholders will be held in accordance with applicable law or when otherwise determined by a Fund’s Board.
Who pays for the costs involved with the Reorganization?
The expenses incurred to execute the Reorganization, including all direct and indirect expenses, will be paid by the Funds and their shareholders since the Reorganization is expected to benefit both Funds and their shareholders. The total estimated expenses associated with the Reorganization are $42,400, which includes costs associated with professional expenses (including legal and auditing fees), and transaction costs (including taxes and stamps). Although not anticipated, the sale of any assets that are nontransferable or not acceptable to the Acquiring Fund will result in brokerage expenses.
Funds | Estimated Reorganization Expenses | Estimated Transaction Costs* |
Acquired Fund | $22,300 | 2,800 |
Acquiring Fund | 14,500 | 2,800 |
Total | 36,800 | 5,600 |
* Includes estimated transaction costs, including taxes and stamps.
Certain legal matters concerning the federal income tax consequences of the Reorganization will be passed upon by Willkie Farr & Gallagher LLP, counsel to the Funds, and certain legal matters concerning the issuance of shares of the Acquiring Fund will be passed upon by counsel to T. Rowe Price, which serves as sponsor and investment adviser of the Funds.
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FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made this 5th day of February, 2024, by and between (i) T. Rowe Price Global Funds, Inc., a corporation organized and existing under the laws of Maryland on behalf of its series, T. Rowe Price Institutional International Disciplined Equity Fund (“Acquired Fund”), and (ii) T. Rowe Price International Funds, Inc., a corporation organized and existing under the laws of Maryland on behalf of its series, T. Rowe Price International Disciplined Equity Fund (“Acquiring Fund”) and each of the Acquiring Fund’s classes, T. Rowe Price International Disciplined Equity Fund, T. Rowe Price International Disciplined Equity Fund – Advisor Class, and T. Rowe Price International Disciplined Equity Fund – I Class. All references in this Agreement to the Acquiring Fund and the Acquired Fund are, as applicable, to the T. Rowe Price International Disciplined Equity Fund (including each of its classes) and the T. Rowe Price Institutional International Disciplined Equity Fund, respectively, as if this Agreement were executed solely by each such fund.
W I T N E S S E T H:
The Acquiring Fund and the Acquired Fund are each series of an open-end management investment company registered under the Investment Company Act of 1940 (“1940 Act”). 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 of the T. Rowe Price International Disciplined Equity Fund – I Class (par value $1.00 per share) 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) 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 and Liabilities 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 and liabilities of the Acquired Fund, net of appropriate reserves and those assets and liabilities described in paragraph 1.C. below, shall be delivered as provided in
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paragraph 2.C. to State Street Bank Corporation, custodian of the Acquiring Fund’s assets (“Custodian”), or, in the case of securities maintained outside of the United States, JPMorgan Chase Bank, London (“Foreign 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 Fund’s 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 Fund’s 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 and Liabilities. The property and assets of the Acquired Fund to be acquired by the Acquiring Fund shall consist of all assets and property, including, without limitation, all rights, cash, securities, commodities and futures interests, forwards, swaps and other financial instruments, claims (whether absolute or contingent, known or unknown), receivables (including dividends, interest, principal, subscriptions and other receivables), goodwill and other intangible property, contractual rights and choses in action, copies of all books and records belonging to the Acquired Fund (including all books and records required to be maintained under the 1940 Act), any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date, and all interests, rights, privileges and powers, other than the Acquired Fund’s rights under this Agreement on the Valuation Date as defined in paragraph 2.B, excluding the estimated costs of extinguishing any Excluded Liability (as defined below) and cash in an amount necessary to pay any dividends pursuant to sub-paragraph 10.E (collectively, “Assets”). The Assets of the Acquired Fund shall be delivered to the Acquiring Fund free and clear of all liens, encumbrances, hypothecations and claims whatsoever, and there shall be no restrictions on the full transfer thereof. The Acquiring Fund shall assume only those liabilities, expenses, costs, charges and reserves reflected on the Statement of Assets and Liabilities of the Acquired Fund prepared on behalf of the Acquired Fund, as of the Valuation Date, in accordance with generally accepted accounting principles consistently applied from the prior audited
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period, except for the Acquired Fund’s Excluded Liabilities (as defined below), if any, pursuant to this Agreement (collectively, “Liabilities”). If prior to the Closing Date, the Acquiring Fund identifies a Liability that the Acquiring Fund and the Acquired Fund mutually agree should not be assumed by the Acquiring Fund, such Liability shall be excluded from the definition of Liabilities hereunder and shall be listed on a Schedule of Excluded Liabilities to be signed by the Acquired Fund and the Acquiring Fund at the Closing (the “Excluded Liabilities”).
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 September 13, 2024, 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.
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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 distribute all of the remaining assets thereof to the shareholders of the Acquired Fund. 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 Fund’s transfer agent (“Acquired Fund Record Holders”) be registered on the books of the T. Rowe Price International Disciplined Equity Fund – I Class 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 redeemed for no value and 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 Fund’s 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 reasonable time prior to the Closing Date, furnish the Acquired Fund with a statement of the Acquiring Fund’s 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
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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 Fund’s treasurer or his designee or the auditors of the Acquiring Fund upon reasonable request.
6. Expenses. Neither the Acquiring Fund nor the Acquired Fund shall be responsible for any expenses (other than brokerage, taxes, and any non-recurring extraordinary items) 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 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, 2023, 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,
43
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 April 30, 2024. 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 Fund’s 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 meeting of the Board of Directors of the Acquiring Fund duly called and held on February 5, 2024, and that approval by the Acquiring Fund’s shareholders of this Agreement or the consummation of the transactions contemplated herein is not required under applicable Maryland and federal law;
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;
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(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
(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,
45
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 Information Statement/Prospectus (hereinafter defined) at the time of delivery by the Acquired Fund to all shareholders of record on June 30, 2020, to notify shareholders of 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 (“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) 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 October 31, 2023, 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,
46
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 condition of the Acquiring Fund’s 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 Directors of the Acquiring Fund by vote taken at a meeting of the Board of Directors of the Acquiring Fund duly called and held on February 5, 2024, and that approval by the Acquiring Fund’s shareholders of this Agreement or the consummation of the transactions contemplated herein is not required under applicable Maryland 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. 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;
F. 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;
G. 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 Information 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;
H. 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 Fund’s Articles of Incorporation or By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund
47
is a party or by which it is bound, 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;
I. 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) of the Code;
J. 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;
K. that the Information Statement/Prospectus at the time of delivery by the Acquired Fund to its shareholders to inform shareholders of 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
L. the current prospectus and statement of additional information of the Acquiring Fund (copies of which are available) 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.
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:
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A. Registration Statement and Information 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 a preliminary information statement with the Commission under the 1940 Act and the 1933 Act, relating to this Agreement and the transactions herein contemplated, in the form of a combined Information Statement and prospectus and related statement of additional information included in the Registration Statement. The combined Information 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 “Information 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 Information Statement/Prospectus to be delivered to the shareholders of the Acquired Fund of record, in sufficient time to comply with requirements as to notice thereof, the Information Statement/Prospectus, which complies in all material respects with the applicable provisions of Section 14(c) of the 1934 Act, and the rules and regulations thereunder.
B. 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.
C. 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.
D. 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.
E. State Securities Laws. The parties shall have received all permits and other authorizations necessary under state securities laws to consummate the transactions contemplated herein.
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F. 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.
G. 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.
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 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 September 13, 2024 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, or directors) 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. The Acquired Fund
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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 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 or authorized committees or officers may amend this Agreement in such manner as may be agreed upon.
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 INTERNATIONAL FUNDS, INC., on behalf of the T. Rowe Price International Disciplined Equity Fund |
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WITNESS: | T. ROWE PRICE GLOBAL FUNDS, INC., on behalf of the T. Rowe Price Institutional International Disciplined Equity Fund |
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T.
ROWE PRICE INSTITUTIONAL INTERNATIONAL DISCIPLINED
EQUITY FUND
(a
series of T. Rowe Price Global Funds, Inc.)
T. ROWE PRICE INTERNATIONAL
DISCIPLINED EQUITY FUND
(a series of T. Rowe Price International Funds,
Inc.)
PART B
STATEMENT OF ADDITIONAL INFORMATION
August 9 2024
This Statement of Additional Information (“SAI”) relates to the proposed transaction (the “Reorganization”) pursuant to which the T. Rowe Price Institutional International Disciplined Equity Fund (the “Institutional Fund”) will be reorganized into the T. Rowe Price International Disciplined Equity Fund (the “Acquiring Fund” and together with the Institutional Fund, the “Funds”). Both funds are managed by T. Rowe Price Associates, Inc. (“T. Rowe Price”).
This SAI sets forth information that may be of interest to shareholders relating to the Reorganization, but which is not included in the Combined Information Statement and Prospectus (“Statement”), dated August 9, 2024, of the Funds. As described in the Statement, the Reorganization would involve the transfer of substantially all the assets and liabilities of the Institutional Fund in exchange for I Class shares of the Acquiring Fund. The Institutional Fund would distribute the I Class shares of the Acquiring Fund it receives to its shareholders, and the Institutional Fund’s issued and outstanding shares would be canceled and redeemed, in complete liquidation of the Institutional Fund.
This SAI is not a prospectus and should be read in conjunction with the Statement. This SAI and the Statement have been filed with the Securities and Exchange Commission (“SEC”). Copies of the Combined Information 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 SEC maintains a website (http://www.sec.gov) that contains the prospectuses and Statement of Additional Information of the Institutional Fund and Acquiring Fund, other material incorporated by reference and other information regarding the Institutional Fund and Acquiring Fund.
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TABLE OF CONTENTS
I.
Additional Information About the Institutional Fund and | |
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I. ADDITIONAL INFORMATION ABOUT THE
INSTITUTIONAL
FUND AND THE ACQUIRING FUND
The Statement of Additional Information for the Funds, dated May 31, 2024, as filed with the Securities and Exchange Commission on April 25, 2024, is incorporated by reference.
The Statement of Additional Information for the Funds is available without charge through troweprice.com or by calling 1-800-541-5910.
II. PRO FORMA FINANCIAL INFORMATION
The unaudited pro forma information set forth below, as of the six months ended April 30, 2024 and the year end October 31, 2023, is intended to present financial information as if the acquisition of T. Rowe Price Institutional International Disciplined Equity Fund (the “Institutional Fund” or the “Acquired Fund”) by T. Rowe Price International Disciplined Equity Fund(the “Acquiring Fund”) had been consummated at November 1, 2022. The resulting fund is referred to herein as the “Combined Fund.” The unaudited pro forma financial information set forth below is for informational purposes only and does not purport to be indicative of the financial condition that actually would have resulted if the Reorganization had been consummated. The unaudited pro forma financial information should be read in conjunction with the historical financial statements of the Acquired Fund and the Acquiring Fund, which are available in each fund’s respective annual and semiannual shareholder reports.
Note 1 — Reorganization
The Reorganization would be accomplished by the transfer of substantially all of the assets and liabilities of the Acquired Fund to the Acquiring Fund in exchange for I Class shares of the Acquiring Fund and the distribution of such shares to the shareholders of the Acquired Fund, in complete liquidation of the Acquired Fund followed by the termination of the Acquired Fund.
The Reorganization will be accounted for as a tax-free reorganization for federal income tax purposes; therefore, no gain or loss will be recognized by the Acquired Fund, the Acquiring Fund, or their respective shareholders as a direct result of the Reorganization. In accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), for financial reporting purposes, the historical cost basis of the investments received from the Acquired Fund will be carried forward to align ongoing reporting of the realized and unrealized gains and losses of the surviving fund (the Acquiring Fund) with amounts distributable to shareholders for tax purposes. Acquiring Fund is deemed to be the “accounting survivor” in connection with the applicable Reorganization. As a result, the Combined Fund will continue the performance history of the Acquiring Fund after the closing of the applicable Reorganization.
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The Institutional Fund and the Acquiring Fund have identical investment objectives, investment programs, and investment policies.
Approximately 90% of the Institutional Fund’s holdings are anticipated to transfer to the Acquiring Fund, and the remaining 10% of the Institutional Fund’s portfolio may not be appropriate for the Acquiring Fund, or may not be able to be transferred in-kind, which could result in such holdings being resold prior to Reorganization.
The net assets of Acquired Fund, Acquiring Fund, and the resulting Combined Fund as of June 30, 2024 are as follows:
As of date: | Acquired Fund | Acquiring Fund | Pro Forma Adjustments | Combined Fund |
June 30, 2024 | T. Rowe Price Institutional International Disciplined Equity Fund | T. Rowe Price International Disciplined Equity Fund | ||
$189,898,448 | $326,809,911 | $(42,400) | $516,665,960 |
Note 2 — Accounting Policies
No significant accounting policies will change as a result of the Reorganization, specifically policies regarding security valuation or compliance with Subchapter M of the Internal Revenue Code of 1986, as amended. The Acquiring Fund will be the accounting and performance survivor after the Reorganization. No significant changes to any contracts of the Acquiring Fund are expected as a result of the Reorganization.
The Acquired Fund’s and Acquiring Fund’s financial instruments are valued and each class’s net asset value (“NAV”) per share is computed at the close of the New York Stock Exchange (“NYSE”), normally 4 p.m. ET, each day the NYSE is open for business. However, the NAV per share may be calculated at a time other than the normal close of the NYSE if trading on the NYSE is restricted, if the NYSE closes earlier, or as may be permitted by the SEC. The Acquired Fund’s and Acquiring Fund’s financial instruments are reported at fair value, which U.S. GAAP defines as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Acquired Fund’s and Acquiring Fund’s Board of Directors (the “Board”) has designated T. Rowe Price Associates, Inc., as the Acquired Fund’s and Acquiring Fund’s valuation designee (the “Valuation Designee”). Subject to oversight by the Board, the Valuation Designee performs the following functions in performing fair value determinations: assesses and manages valuation risks; establishes and applies fair value methodologies; tests methodologies; and evaluates pricing vendors and pricing agents. The duties and responsibilities of the Valuation Designee are performed by its Valuation Committee. The Valuation Designee provides periodic reporting to the Board on valuation matters. These policies will not change as a result of the Reorganization.
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Note 3 — Pro Forma Expense Adjustments
The table below reflects adjustments to expenses made to the Combined Fund’s financial information. The information for Reorganization is for the six-months ended April 30, 2024 and for the year ended October 31, 2023, as if the Reorganization had been in effect on November 1, 2022, using the fees and expenses information of the Acquiring Fund shown in the Information Statement/Prospectus and the actual fees and expenses of the Acquired Fund. The pro forma information has been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect this information. Actual results could differ from those estimates. No other significant pro forma effects are expected to result from the Reorganization.
The Institutional Fund and Acquiring Fund are each managed by T. Rowe Price Associates, Inc. (“Price Associates”). For its services, Price Associates receives an annual investment management fee of 0.65% of average daily net assets from the Institutional Fund and an annual investment management fee of 0.63% (comprised of an individual fee of 0.35%, and a group fee, which was 0.28% as of April 30, 2024) of average daily net assets from the Acquiring Fund.
In order to ensure that Institutional Fund shareholders will not pay more than payable under the Institutional Fund’s current management fee structure, T. Rowe Price has agreed to indefinitely limiting the management fee rate of the Fund to the current management fee rate of the Institutional Fund (0.65% of the average daily net assets of the Fund). Accordingly, effective September 1, 2024, T. Rowe Price has contractually agreed to permanently waive any portion of the management fee it is entitled to receive from the fund in order to limit the fund’s management fee rate to 0.65% of the fund’s average daily net assets. This agreement can only be modified or terminated with approval by the fund’s shareholders. Any fees waived under this agreement are not subject to reimbursement to T. Rowe Price by the fund.
With respect to the Institutional Fund, Price Associates has contractually agreed (through December 31, 2026) to waive its fees and/or bear any expenses (excluding interest; expenses related to borrowings, taxes, and brokerage; nonrecurring, extraordinary expenses; and acquired fund fees and expenses) that would cause the class’ ratio of expenses to average daily net assets to exceed 0.75%. The agreement may only be terminated at any time after December 31, 2026, with approval by the Institutional Fund’s Board of Directors. The Institutional Fund is required to repay Price Associates for expenses previously waived/paid to the extent its net assets grow or expenses decline sufficiently to allow repayment without causing the Institutional Fund’s net expense ratio (after the repayment is taken into account) to exceed the lesser of: (1) the expense limitation in place at the time such amounts were waived; or (2) the fund’s current expense limitation. However, no repayment will be made more than three years after the date of a payment or waiver.
With respect to the Acquiring Fund – I Class, Price Associates has contractually agreed (through December 31, 2026) to pay the operating expenses of the Acquiring Fund’s I Class excluding management fees; interest; expenses related to borrowings, taxes, and
57
brokerage; nonrecurring, extraordinary expenses; and acquired fund fees and expenses (I Class Operating Expenses), to the extent the I Class Operating Expenses exceed 0.05% of the class’ average daily net assets. The agreement may only be terminated at any time after December 31, 2026, with approval by the Acquiring Fund’s Board of Directors. The I Class is required to repay Price Associates for expenses previously paid to the extent the class’s net assets grow or expenses decline sufficiently to allow repayment without causing the class’s operating expenses (after the repayment is taken into account) to exceed the lesser of: (1) the I Class Limit in place at the time such amounts were paid; or (2) the current I Class Limit. However, no repayment will be made more than three years after the date of a payment or waiver.
In addition, the funds have entered into service agreements with Price Associates and two wholly owned subsidiaries of Price Associates. Price Associates provides certain accounting and administrative services; T. Rowe Price Services, Inc. provides shareholder and administrative services in its capacity as the funds’ transfer and dividend-disbursing agent; and T. Rowe Price Retirement Plan Services, Inc. provides subaccounting and recordkeeping services for certain retirement accounts invested in the funds. There is no anticipated change to such fees as a result of the Reorganization and, therefore, these expenses are not reflected in the pro forma information presented below.
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Fee and Expense Increase/(Decrease) | ||
($000s) | Six Months Ended April 30, 2024 | Year Ended |
Investment management fees (1) | $ (15) | $ | (31) | |
Custody and accounting expense (2) | (94) | (180) | ||
Legal and audit expense (2) | (27) | (49) | ||
Registration fees (3) | (15) | (40) | ||
Other Expenses (2) | (8) | (13) | ||
Reimbursement (4) | 88 | 160 | ||
Total Pro Forma Net Expense Adjustment | $ (71) | $ | (153) |
1 Reflects the impact of the 0.01% difference in the Acquired Fund’s investment management rate of 0.65% and the Acquiring Fund’s investment management fee rate of 0.64% to the Combined Fund’s average net assets.
2 Reflects the impact of the reduction of fees charged on a per fund basis that would not be incurred by the Combined Fund.
3 Reflects the impact of the reduction in state registration fees that would not be incurred by the Combined Fund.
4 Reflects additional amounts that would be repaid to Price Associates by the Combined Fund as a result of the additional assets from the Acquired Fund and the economies of scale achieved with those assets had they been assets of the Combined Fund as of November 1, 2022.
Note 4 — Reorganization Costs
Acquired Fund and Acquiring Fund shall be allocated its own fees and expenses associated with the proposed reorganization, including professional fees and expenses associated with the printing and mailing of the Information Statement. Price Associates estimates that expenses for the Reorganization will be approximately $25,100 and $17,300 for the Acquired Fund and Acquiring Fund, respectively. These costs represent management’s estimate of professional services fees, and any printing costs and mailing charges related to the Reorganization and will be paid by the funds.
Note 5 — Capital Loss Carryforwards
As of October 31, 2023, the Acquired Fund has $5,130,000 in capital loss carryforwards with no expiration. The Acquiring Fund had no capital loss carryforwards. The reorganization is not expected to impact the use of the Acquired Fund’s capital loss carryforwards. The capital loss carryforwards may change significantly between now and the Closing Date. Further, the ability to use these losses (even in the absence of the Reorganization) depends on certain factors such as the future realization of capital gains or losses. Additionally, the amount of capital losses that can be carried forward and used
59
in any single year may be limited if a fund experiences an “ownership change” within the meaning of Section 382 of the Internal Revenue Code.
III. DOCUMENTS INCORPORATED BY REFERENCE
This SAI incorporates by reference:
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, 26th Floor, Baltimore, MD 21202, is the Independent Registered Public Accounting Firm to the Institutional Fund and the Acquiring Fund, providing audit and tax return review of various Securities and Exchange Commission filings.
C00-062 8/9/24
60
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 Registrant’s Registration Statement filed as Amendment No. 201 dated April 25, 2024. 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 Registrant’s 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 Corporation’s 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
(b) the Corporation shall be insured against losses arising by reason of any lawful advances; or
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(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
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Page 4
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(3) See Article FIFTH, Capital Stock, paragraphs (B)-(E) of the Articles of Restatement, and Article II, Shareholders, in its entirety, and Article VIII, Capital Stock, in its entirety, of the Bylaws
(4) Form of Agreement and Plan of Reorganization dated _______ is attached as Exhibit A to the Combined Information Statement and Prospectus and is incorporated herein by reference to Exhibit (4) of the Registrant’s Registration Statement on Form N-14 dated May 29, 2024 (to be filed by amendment)
(5) Inapplicable
Page 6
(6)(g) Investment Management Agreement between Registrant and Rowe Price-Fleming International, Inc., on behalf of T. Rowe Price Latin America Fund, dated November 3, 1993 (filed with Amendment No. 41 dated December 16, 1993)
Page 7
Page 8
Page 9
Page 10
Page 11
(6)(bbbb) Investment Sub-Advisory Agreement between T. Rowe Price Associates, Inc. and T. Rowe Price International Ltd with respect to each Fund set forth on Schedule 1, dated May 1, 2022, as amended September 1, 2022, November 1, 2022, December 1, 2022, December 5, 2022, May 1, 2023, and February 5, 2024 (electronically filed with Amendment No. 201 dated April 25, 2024)
(6)(cccc) Investment Sub-Advisory Agreement between T. Rowe Price Associates, Inc. and T. Rowe Price Hong Kong Limited with respect to each Fund set forth on Schedule 1, dated May 1, 2022, as amended August 1, 2022 (electronically filed with Amendment No. 201 dated April 25, 2024)
(6)(dddd) Investment Sub-Advisory Agreement between T. Rowe Price Associates, Inc. and T. Rowe Price Japan, Inc. with respect to each Fund set forth on Schedule 1, dated May 1, 2022 (electronically filed with Amendment No. 201 dated April 25, 2024)
(6)(eeee) Investment Sub-Advisory Agreement between T. Rowe Price Associates, Inc. and T. Rowe Price Singapore Private Ltd. with respect to each Fund set forth on Schedule 1, dated May 1, 2022 (electronically filed with Amendment No. 201 dated April 25, 2024)
(8) Inapplicable
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Page 15
Page 16
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(11) Opinion of Counsel as to the legality of securities - is filed herewith as Exhibit 11
(12) Opinion and Consent of Willkie Farr & Gallagher LLP with respect to tax consequences (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, 2024, as amended March 1, 2024 (electronically filed with Amendment No. 201 dated April 25, 2024)
(13)(b) Agreement between T. Rowe Price Associates, Inc. and T. Rowe Price Funds for Fund Accounting Services, dated January 1, 2014, as amended February 4, 2014, April 29, 2014, November 1, 2014, December 29, 2014, January 20, 2015, July 1, 2015, and July 27, 2015 (electronically filed with Amendment No. 142 dated April 27, 2016)
(13)(c) Agreement between T. Rowe Price Associates, Inc. and the T. Rowe Price Funds for Fund Accounting and Related Administrative Services, dated August 1, 2015, as amended November 3, 2015, April 27, 2016, July 19, 2016, August 1, 2016, October 25, 2016, April 18, 2017, July 17, 2017, October 30, 2017, August 9, 2018, August 1, 2019, June 5, 2020, and October 5, 2020 (electronically filed with Amendment No. 189 dated April 28, 2022)
(13)(d) Agreement between T. Rowe Price Associates, Inc. and the T. Rowe Price Funds for Fund Accounting and Related Administrative Services, dated January 4, 2021 (electronically filed with Amendment No. 189 dated April 28, 2022)
(13)(e) Amended and Restated Agreement between T. Rowe Price Associates, Inc. and the T. Rowe Price Funds for Fund Accounting and Related Administrative Services, dated February 1, 2024, as amended March 1, 2024 (electronically filed with Amendment No. 201 dated April 25, 2024)
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(13)(g) Fund Accounting Agreement Side Letter between T. Rowe Price Associates, Inc. and the T. Rowe Price Funds in connection with the Fund Accounting Agreement between the T. Rowe Price Funds, T. Rowe Price Associates, Inc. and The Bank of New York Mellon dated February 28, 2017, as amended April 18, 2017, July 17, 2017, October 30, 2017, August 9, 2018, August 30, 2019, June 5, 2020, October 5, 2020, January 4, 2021, and September 1, 2021 (electronically filed with Amendment No. 196 dated August 21, 2023)
(13)(f) Agreement between T. Rowe Price Retirement Plan Services, Inc. and the T. Rowe Price Funds, dated January 1, 2024, as amended March 1, 2024 (electronically filed with Amendment No. 201 dated April 25, 2024)
(14) Consent of Independent Registered Public Accounting Firm
(15) Inapplicable
(16) Power of Attorney
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
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As required by the Securities Act of 1933, this Registrant Statement has been signed on behalf of the Registrant, in the City of Baltimore, and State of Maryland, on the 2nd day of August, 2024.
T. Rowe Price International Funds, Inc.
/s/David Oestreicher
By: David Oestreicher
Director and President
As required by the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
Signature | Title | Date |
/s/David Oestreicher | Director and President | August 2, 2024 |
David Oestreicher | (Principal Executive Officer) | |
/s/Alan S. Dupski | Treasurer and Vice President | August 2, 2024 |
Alan S. Dupski | (Principal Financial Officer | |
and Principal Accounting Officer) | ||
* | ||
Teresa Bryce Bazemore | Director | August 2, 2024 |
* | ||
Melody Bianchetto | Director | August 2, 2024 |
* | ||
Bruce W. Duncan | Director | August 2, 2024 |
* | ||
Robert J. Gerrard, Jr. | Chairman of the Board | August 2, 2024 |
and Director | ||
* | ||
Paul F. McBride | Director | August 2, 2024 |
* | ||
Mark J. Parrell | Director | August 2, 2024 |
/s/Eric L. Veiel | Director and Vice President | August 2, 2024 |
Eric L. Veiel | ||
* | ||
Kellye L. Walker | Director | August 2, 2024 |
*/s/David Oestreicher | Attorney-In-Fact | August 2, 2024 |
David Oestreicher |
AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
Between
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
and
T. ROWE PRICE ASSOCIATES, INC.
This Amendment (the “Amendment”) to the Investment Management Agreement (the “Agreement”) is made as of the 5th day of February, 2024, by and between T. ROWE PRICE INTERNATIONAL FUNDS, INC., a Maryland corporation (the “Corporation”), on behalf of the T. Rowe Price International Disciplined Equity Fund (f/k/a T. Rowe Price International Concentrated Equity Fund) (the “Fund”), a separate series of the Corporation, and T. ROWE PRICE ASSOCIATES, INC., a corporation organized and existing under the laws of the State of Maryland (hereinafter called the “Manager”). Any terms used in this Amendment are defined as defined in the Agreement unless otherwise defined herein.
W I T N E S S E T H:
WHEREAS, the parties hereto entered into the Agreement dated as of April 28, 2014;
WHEREAS, the Fund’s Board of Directors, including a majority of the directors who are not interested persons of the Fund, has approved, effective September 1, 2024, the reorganization of the T. Rowe Price Institutional International Disciplined Equity Fund (the “Institutional Fund”) into the T. Rowe Price International Disciplined Equity Fund—I Class (the “I Class”) of the Fund (the “Reorganization”);
WHEREAS the Fund’s Board of Directors and the Institutional Fund’s Board of Directors, including a majority of the directors who are not interested persons of the Fund or the Institutional Fund, have determined that, as a result of the Reorganization, it is in the best interest of the Fund, the Institutional Fund and their shareholders to limit the Manager’s management fees to the current management fee of the Institutional Fund, which is at the annual rate of 0.65% of the average daily net assets of the Institutional Fund;
WHEREAS, the parties hereto desire to amend the Agreement to make the changes set out below;
NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the parties hereto agree as follows:
1. The following is added as the second sentence of Paragraph 3.B of the Agreement:
The Manager agrees to permanently cap its Fee at 0.65% of the average daily net assets of the Fund.
2. All other terms and conditions of the Agreement remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their respective officers thereunto duly authorized and their respective seals to be hereunto affixed, as of the day and year first above written.
Attest: | T. ROWE PRICE INTERNATIONAL FUNDS, INC. |
/s/Cheryl L. Emory Cheryl L. Emory, Assistant Secretary |
By: /s/Fran Pollack-Matz Fran Pollack-Matz, Vice President and Secretary |
Attest: | T. ROWE PRICE ASSOCIATES, INC. |
/s/Kathryn Reilly Kathryn Reilly, Assistant Secretary |
By: /s/Vicki S. Booth Vicki S. Booth, Vice President |
2
AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
Between
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
and
T. ROWE PRICE ASSOCIATES, INC.
This Amendment (the “Amendment”) to the Investment Management Agreement (the “Agreement”) is made as of the 1st day of September 2024, by and between T. ROWE PRICE INTERNATIONAL FUNDS, INC., a Maryland corporation (the “Corporation”), on behalf of the T. Rowe Price Emerging Markets Bond Fund (the “Fund”), a separate series of the Corporation, and T. ROWE PRICE ASSOCIATES, INC., a corporation organized and existing under the laws of the State of Maryland (hereinafter called the “Manager”). Any terms used in this Amendment are defined as defined in the Agreement unless otherwise defined herein.
W I T N E S S E T H:
WHEREAS, the parties hereto entered into the Agreement dated as of December 31, 2010, which amended as of October 1, 2021;
WHEREAS the Fund’s Board of Directors, including a majority of the directors who are not interested persons of the Fund, has approved a reorganization of the T. Rowe Price Institutional Emerging Markets Bond Fund (the “Institutional Fund”) into the I Class of the Fund (the “Reorganization”);
WHEREAS the Fund’s Board of Directors and the Institutional Fund’s Board of Directors, including a majority of the directors who are not interested persons of the Fund or the Institutional Fund, have determined that, as a result of the Reorganization, it is in the best interest of the Fund, the Institutional Fund, and their shareholders to limit, effective on September 1, 2024, the Manager’s management fees received from the Fund to the current management fee rate of the Institutional Fund, which is at the annual rate of 0.70% of the average daily net assets of the Institutional Fund;
WHEREAS, the parties hereto desire to amend the Agreement to make the changes set out below;
NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the parties hereto agree as follows:
1. The following is added as the second sentence of Paragraph 3.B of the Agreement:
The Manager agrees to permanently cap its Fee to not exceed 0.70% of the average daily net assets of the Fund.
2. All other terms and conditions of the Agreement remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their respective officers thereunto duly authorized and their respective seals to be hereunto affixed, as of the day and year first above written.
Attest: | T. ROWE PRICE INTERNATIONAL FUNDS, INC. |
/s/Cheryl L. Emory Cheryl L. Emory, Assistant Secretary |
By: /s/Fran Pollack-Matz Fran Pollack-Matz, Vice President and Secretary |
Attest: | T. ROWE PRICE ASSOCIATES, INC. |
/s/Kathryn Reilly Kathryn Reilly, Assistant Secretary |
By: /s/Brian R. Poole Brian R. Poole, Vice President |
2
August 2, 2024
T. Rowe Price International Funds, Inc.
100
East Pratt Street
Baltimore, Maryland 21202
Ladies and Gentlemen:
I am counsel to T. Rowe Price Associates, Inc., which serves as sponsor and investment adviser of T. Rowe Price International Disciplined Equity Fund - I Class (the “Acquiring Fund”). As such, I am familiar with the proposed transaction between the Acquiring Fund’s, series of T. Rowe Price International Funds, Inc., a Maryland corporation, and T. Rowe Price Institutional International Disciplined Equity Fund (the “Acquired Fund”), series of T. Rowe Price Global Funds, Inc., a Maryland corporation. This opinion is furnished in connection with the Acquiring Fund’s Registration Statement on Form N-14 under the Securities Act of 1933, as amended (the “Registration Statement”), relating to I Class shares of beneficial interest, par value $1.00, of the Acquiring Funds (the “Corresponding Shares”), to be issued in connection with the reorganization.
I am of the opinion that, subsequent to the approval by the Funds’ Boards of Directors of the reorganization in the manner set forth in the information statement and prospectus constituting a part of the Registration Statement (the “Combined Information Statement and Prospectus”), the Corresponding Shares, upon issuance in the manner referred to in the Registration Statement, for consideration, will be legally issued, fully paid and non-assessable shares of the I Class of the Acquiring Fund.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name in the Combined Information Statement and Prospectus constituting a part thereof.
Very truly yours,
/s/Vicki S. Booth
Vicki
S. Booth
Managing Legal Counsel and Vice President
T. Rowe Price Associates,
Inc.
FUND ACCOUNTING AGREEMENT
THIS FUND ACCOUNTING AGREEMENT (this “Agreement”) is effective as of August 1, 2015 (the “Effective Date”), by and between each investment company listed on Exhibit A attached hereto (each, a “Company”), on behalf of itself or, where noted on Exhibit A, on behalf of its Series (as defined below), severally and not jointly (each Company and/or Series a “Fund”, and collectively the “Funds”), T. Rowe Price Associates, Inc., solely with respect to Section 3(c) (“TRP”), and The Bank of New York Mellon, a New York banking organization (“BNY Mellon”).
W I T N E S S E T H :
WHEREAS, each Company is an investment company registered under the Investment Company Act of 1940, as amended; and
WHEREAS, each Company, where noted in Exhibit A, desires to retain BNY Mellon to provide for the portfolios identified on Exhibit A hereto (each, a “Series”) the services described in this Agreement, in Schedule I and in any Service Level Descriptions (“SLDs”) attached hereto, and BNY Mellon is willing to provide such services, all as more fully set forth below;
NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the parties, intending to be legally bound, hereby agree as follows:
1. Definitions.
Whenever used in this Agreement, unless the context otherwise requires, the following words shall have the meanings set forth below. All other defined terms have the meanings ascribed to them in other provisions of this Agreement.
“1933 Act” means the Securities Act of 1933, as amended from time to time (together with its corresponding rules, regulations and any applicable guidance and/or interpretations of the SEC (as defined below) or its staff promulgated thereunder).
“1934 Act” means the Securities Exchange Act of 1934, as amended from time to time (together with its corresponding rules, regulations and any applicable guidance and/or interpretations of the SEC (as defined below) or its staff promulgated thereunder).
“1940 Act” means the Investment Company Act of 1940, as amended from time to time (together with its corresponding rules, regulations and any applicable guidance and/or interpretations of the SEC (as defined below) or its staff promulgated thereunder).
“Authorized Person” means each employee of the Investment Adviser, whether or not an officer or an employee of a Fund, who is duly authorized by the Board to execute this Agreement and to give Instructions on behalf of such Fund as set forth in Exhibit B hereto, as may be updated from time to time, at the direction of the Fund or the Investment Adviser and each Authorized Person’s scope of authority may be limited by setting forth such limitation in a written document signed by BNY Mellon and the applicable Fund. From time to time each Fund may deliver a new Exhibit B to add or delete any person and BNY Mellon shall be entitled to rely on the last Exhibit B actually received by BNY Mellon.
“BNY Mellon Affiliate” means any office, branch or subsidiary of The Bank of New York Mellon Corporation.
“Board” means a Fund’s board of directors or board of trustees.
“Contract Year” means each period of twelve (12) consecutive months during the Initial Term of this Agreement, with the first Contract Year commencing on the Effective Date, and with each subsequent Contract Year commencing on the anniversary of the Effective Date.
“Documents” means such documents, including but not limited to, Board resolutions, including resolutions of the Fund’s Board authorizing the execution, delivery and performance of this Agreement by the Fund, as BNY Mellon may reasonably request from time to time, in connection with its provision of services under this Agreement.
“Fund Affiliate” shall include any person or entity that would be defined as an affiliated person under the 1940 Act.
“Instructions” means Oral Instructions or written communications actually received by BNY Mellon by S.W.I.F.T., tested telex, letter, facsimile transmission, electronic transmission (“email”) or other method or system specified in Schedule I or the SLDs attached hereto or otherwise mutually agreed to in writing by BNY Mellon and the Fund as available for use in connection with the services hereunder, from an Authorized Person or person believed in good faith and without involving BNY Mellon Misconduct (as defined herein) to be an Authorized Person. If BNY Mellon receives written Instructions that appear to have been transmitted by an
2
Authorized Person (e.g., they appear to have been sent from the Authorized Person’s work email/domain name) via (i) email or other electronic method that is not secure, or (ii) secure electronic transmission containing applicable authorization codes, passwords or authentication keys, the Fund understands and agrees that BNY Mellon shall be entitled to presume that such written Instructions have been sent by such Authorized Person. The Fund agrees that if Oral Instructions are received by BNY Mellon and contrary written Instructions are subsequently received by BNY Mellon, BNY Mellon shall promptly notify an Authorized Person to resolve the discrepancy between the written Instructions and the Oral Instructions; provided, however, if BNY Mellon takes any actions or commences any transactions based on the Oral Instructions prior to the receipt of contrary written Instructions, such receipt of contrary written Instructions shall in no way affect the validity or enforceability of transactions authorized by such Oral Instructions and effected by BNY Mellon in accordance with such Oral Instructions.
“Investment Adviser” means the entity identified by a Fund to BNY Mellon as the entity that has been retained by the Fund to provide investment advisory service to the Fund on a discretionary basis.
“Middle Office Services Agreement” means the agreement between BNY Mellon and TRP covering middle offices services and obligations during the transition period and end-state operations, as may be amended from time-to-time.
“NAV Error” means an error in the computation of the net asset value for a Fund or class as more fully described in the NAV Error Policy.
“NAV Error Policy” means the TRP Net Asset Value Error Policy as attached hereto as Schedule II.
“Net Asset Value” means the per share value of a Fund, or in the case of a Fund with multiple classes of shares, the per share value of a class, calculated in the manner described in the Funds’ Offering Materials.
“Offering Materials” means a Fund’s currently effective prospectus and most recently filed registration statement with the SEC relating to shares of the Fund.
“Oral Instructions” means oral instructions received by BNY Mellon from an Authorized Person.
“Organizational Documents” means certified copies of a Fund’s articles of incorporation,
3
certificate of incorporation, Offering Materials, all SEC exemptive orders issued to a Fund or upon which a Fund relies, or similar documents, as applicable, delivered on behalf of a Fund by an Authorized Person to and received by BNY Mellon.
“SEC” means the United States Securities and Exchange Commission.
“Securities Laws” means the 1933 Act, the 1934 Act and the 1940 Act.
“Shares” means the shares of beneficial interest or of common stock of any series or class of a Fund.
“Specified Cause Event” shall have the meaning set forth in the SLDs.
“Specified Convenience Event” shall have the meaning set forth in the SLDs.
2. Appointment.
Each Company hereby appoints BNY Mellon as its agent for the term of this Agreement to perform (i) the services described in this Agreement and in Schedule I attached hereto and in any SLDs, and (ii) the services that are an inherent part of or required for the proper performance and provision of the services described in this Agreement and in Schedule I, including any SLDs attached hereto. BNY Mellon hereby accepts such appointment and agrees to perform the duties hereinafter set forth.
3. Representations and Warranties.
(a) Each Fund hereby represents and warrants to BNY Mellon, which representations and warranties shall be deemed to be continuing, that:
(i) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;
(ii) This Agreement has been duly authorized, executed and delivered by such Company, on behalf of itself or its Series, as applicable in accordance with all requisite action of the Board and constitutes a valid and legally binding obligation of such Company or Series, as applicable, enforceable in accordance with its terms;
(iii) It is conducting its business in material compliance with all applicable laws, regulations, rules, decrees, orders and codes, whether global, state and federal, provincial
4
or local (collectively, “Laws”) has made and will continue to make all necessary filings including tax filings and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no statute, regulation, rule, order or judgment binding on it and no provision of its Organizational Documents, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement;
(iv) The method of valuation of securities and the method of computing the Net Asset Value shall be as set forth in the Offering Materials of the Fund or as otherwise provided by the Investment Adviser. To the extent the performance of any services related to the computation of the Net Asset Value as described in Schedule I attached hereto by BNY Mellon in accordance with the then effective Offering Materials for the Fund would violate any applicable laws or regulations, the Fund shall immediately so notify BNY Mellon in writing and thereafter shall either furnish BNY Mellon with the appropriate values of securities, Net Asset Value or other computation, as the case may be, or instruct BNY Mellon either in writing or orally to value securities and/or compute Net Asset Value or other computations in a manner the Fund specifies either in writing or orally (provided that in each case the Fund will provide written confirmation of such Oral Instructions within twenty-four (24) hours or as promptly as practical under the circumstances), and either the furnishing of such values or the giving of such instructions shall constitute a representation by the Fund that the same is consistent with all applicable laws and regulations and with its Offering Materials, all subject to confirmation by BNY Mellon as to its capacity to act in accordance with the foregoing;
(v) Each person named on Exhibit B hereto, as may be amended from time to time at the discretion of the Fund or the Investment Adviser, is duly authorized by such Fund to be an Authorized Person hereunder;
(vi) The Fund shall treat as confidential the fee schedule, rate card and all compensation details contemplated by and in any way related to this Agreement and shall not disclose nor authorize disclosure thereof to any other person, except (i) to its employees, regulators, examiners, internal and external accountants, auditors and counsel, (ii) to any other person when required by applicable law, court order or legal process, (iii) as agreed in writing by BNY Mellon or (iv) whenever advised by its counsel
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that it would be liable for a failure to make such disclosure. The Fund shall instruct its employees, regulators, examiners, internal and external accountants, auditors and counsel who may be afforded access to such information of the Fund’s obligations of confidentiality hereunder;
(vii) The Fund shall promptly notify BNY Mellon in writing of any and all legal proceedings filed against the Fund, the Board, or to its knowledge, the Investment Adviser to the extent such legal proceedings, if resolved in a manner adverse to the Fund, the Investment Adviser or the Board, as applicable, would be reasonably expected to materially impair the ability to satisfy obligations or receive services as contemplated by this Agreement; and
(viii) The Fund acknowledges that certain information provided by BNY Mellon on BNY Mellon’s websites may be protected by copyrights, trademarks, service marks and/or other intellectual property rights, and as such, agrees that all such information provided is for the sole and exclusive use of the Fund and its authorized users of such websites. Certain information provided by BNY Mellon is supplied to BNY Mellon pursuant to third party licensing agreements which restrict the use of such information and protect the proprietary rights of the appropriate licensor (“Licensor”) with respect to such information. Therefore, the Fund further agrees (a) not to disclose, disseminate, reproduce, redistribute or republish information provided by BNY Mellon on its websites in any way without the express written permission of BNY Mellon and the Licensor (Licensor permission to be obtained by BNY Mellon prior to BNY Mellon providing its permission), and (b) to comply with the terms, conditions and restrictions disclosed on BNY Mellon’s websites and as set forth in Appendix I, provided that the Fund may disclose, reproduce or redistribute such information to (1) affiliates of the Fund for their internal use in connection with the services provided under this Agreement; (2) its regulators, examiners, internal or external accountants, auditors and counsel; (3) to any other person when required by applicable law, court order or legal process; and/or (4) whenever advised by its counsel that it would be liable for failure to make such disclosure. See Appendix I for electronic access terms and conditions.
(b) BNY Mellon hereby represents and warrants to each Fund, which representations and warranties shall be deemed to be continuing, that:
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(i) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;
(ii) This Agreement has been duly authorized, executed and delivered in accordance with all requisite action and constitutes a valid and legally binding obligation of BNY Mellon, enforceable in accordance with its terms, and BNY Mellon has all necessary registrations and/or licenses necessary to perform the services under this Agreement;
(iii) BNY Mellon’s entrance into this Agreement shall not cause a breach or be in conflict with any other agreement or obligation of BNY Mellon or any law or regulation applicable to BNY Mellon;
(iv) No legal or administrative actions have been instituted which would materially impair BNY Mellon’s ability to perform its obligations under this Agreement;
(v) BNY Mellon has completed, obtained and performed all registrations, filings, approvals, and authorizations, consents or examinations required by any government or governmental authority to which BNY Mellon is subject, to perform the services contemplated by this Agreement and will maintain the same in effect for so long as this Agreement remains in effect.
(vi) BNY Mellon shall provide the services under this Agreement to the Funds in accordance with the terms and conditions of Schedule I attached hereto and this Agreement, including for the avoidance of doubt, in accordance with the NAV Error Policy;
(vii) To the best of BNY Mellon’s knowledge, all the information relating to BNY Mellon that BNY Mellon or its authorized agents have given to a Fund in connection with the due diligence performed during the request for proposal process and with the transactions contemplated by this Agreement, and to the Board of Directors of the Fund in connection with its due diligence process, is full, complete and accurate and the Fund may reasonably rely on such information until it receives written notice from BNY Mellon of any changes which would materially impair BNY Mellon’s ability to perform its obligations under this Agreement;
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(viii) BNY Mellon shall comply with all Laws applicable to the performance of its services, and its standard of performance of such services shall be in accord with such standards as may be imposed by such laws and the requirements of all applicable regulatory authorities having jurisdiction over BNY Mellon. BNY Mellon has compliance policies and procedures reasonably designed to prevent violations of the federal securities laws, and it will cooperate with, make personnel available to, and provide such information as may reasonably be requested to the Fund or the Fund’s Chief Compliance Officer (“CCO”) in order for the CCO to perform his or her duties under Rule 38a-1 under the 1940 Act. In addition, as reasonably requested by the CCO, BNY Mellon will provide summary procedures and updates, as applicable, to the CCO and the Fund concerning its compliance with applicable laws and regulations;
(ix) As of the Effective Date and thereafter during the term of this Agreement, that (i) in connection with the services provided under this Agreement, neither BNY Mellon nor any BNY Mellon Affiliate, nor any officer or employee of BNY Mellon, has taken or shall take any action or make any payment in violation of, or which may cause BNY Mellon, any BNY Mellon Affiliate, any Fund, or any Fund Affiliate to be in violation of any applicable anti-corruption laws in any jurisdictions where it conducts business, including without limitation the provisions of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and of the U.K. Bribery Act (collectively, “FCPA”); (ii) no part of any monies or consideration paid hereunder shall accrue for the benefit of any official of the government of any country or any agency thereof; (iii) BNY Mellon’s global compliance program for FCPA includes a written global policy supplemented by companywide and business specific internal guidance and procedures, a designated anti-corruption compliance officer, anti-corruption risk assessments and internal controls, as well as internal training and a regular auditing/monitoring program; (iv) BNY Mellon’s global FCPA policy and related gifts and entertainment policies require that no employee or anyone else acting on behalf of BNY Mellon offers, promises, gives, solicits or accepts any payment or other thing of value, directly or indirectly, to or from any government official, or any other party in a commercial transaction, with the purpose of obtaining or retaining business, to receive any business advantage or to direct business to any person; and (v) the compliance program BNY Mellon has in place adequately addresses the FCPA risks in its global operations. BNY Mellon shall make available for review by the Fund, or its
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designee, upon the Fund’s reasonable request at any time during the term of this Agreement, books, records, and other documentation relevant to its compliance with the FCPA in connection with the services provided under this Agreement. At the Fund’s request, not more than once annually, BNY Mellon shall certify in writing that, to the best of its knowledge, it has complied in all material respects with this Section 3(b)(ix). BNY Mellon does not undertake any responsibility or liability with respect to FCPA compliance measures that the Fund may be required to undertake under applicable Law;
(x) BNY Mellon has implemented and maintains reasonable procedures and systems (including reasonable disaster recovery and business continuity plans and procedures consistent with legal, regulatory and business needs applicable to BNY Mellon’s delivery of the services hereunder) to safeguard each Fund’s records and data and BNY Mellon’s records, data, equipment facilities and other property that it uses in the performance of its obligations under this Agreement from loss or damage attributable to fire, theft, or any other cause, and BNY Mellon will make such changes to the procedures and systems from time to time as are reasonably required for the secure performance of its obligations under this Agreement, provided, however, BNY Mellon shall not make any modification to its disaster recovery and business continuity plans that would materially and adversely affect their application to the Fund;
(xi) BNY Mellon will maintain a fidelity bond and an insurance policy with respect to errors and omissions coverage in form and amount that are commercially reasonable in light of BNY Mellon’s duties and responsibilities under this Agreement;
(xii) BNY Mellon has (and will ensure that BNY Mellon Affiliates have) implemented, and will continue to maintain and update during the term of this Agreement, an information security program with written policies and procedures designed to protect the confidentiality and integrity of the Fund’s Confidential Information that will comply with industry practice for the services provided under this Agreement, the confidentiality provisions of this Agreement, and that are no less rigorous than those maintained by BNY Mellon for its own information of a similar nature or for information of a similar nature that BNY Mellon receives from other BNY Mellon existing clients for the services provided under this Agreement. The information security program will contain administrative technical and physical safeguards, appropriate to the
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type of information concerned, designed to: (a) protect the security and confidentiality of such information; (b) protect against anticipated threats or hazards to the security or integrity of such information; (c) protect against unauthorized access to or use or alteration of such information, and (d) protect against the destruction or loss of such information and (e) provide for appropriate disposal of such information. BNY Mellon shall provide for (i) computer and technology security systems, including firewalls and encryption where appropriate, (ii) physical security procedures, including security guards and regular monitoring of work areas within data centers, (iii) security assessments of third party vendors and other third party subcontractors, (iv) ongoing monitoring of system activities and personnel providing services, (v) password complexity rules, expiration parameters and security systems, and (vi) a current real-time intrusion detection system and intrusion detection operational procedures. Without limiting any of the other provisions of this Agreement governing the treatment of Confidential Information, BNY Mellon shall only transfer (including internal BNY Mellon transfers that occur beyond the internal firewalls of BNY Mellon) the Fund’s Confidential Information in accordance with the requirements of commercially reasonable standards; and
(xiii) BNY Mellon shall comply (and shall cause the BNY Mellon Affiliates and subcontractors to comply to the extent applicable for the purpose of this Agreement) with their respective obligations set forth in any applicable data protection or privacy Laws of any jurisdiction.
(c) TRP hereby represents and warrants to BNY Mellon, which representations and warranties shall be deemed to be continuing, that:
(i) The Fund’s Investment Adviser is in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification;
(ii) The terms of this Agreement, the fees and expenses associated with this Agreement and any benefits accruing to BNY Mellon in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, upfront payments, signing payments or periodic payments made or to be made by BNY Mellon to such Investment Adviser or sponsor or any affiliate of the Fund relating to this Agreement have been fully disclosed to the Board of the Fund and that, if required by applicable law,
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such Board has approved the terms of this Agreement and acknowledged any such fees and expenses and any such benefits; and
(iii) TRP acknowledges that certain information provided by BNY Mellon on BNY Mellon’s websites may be protected by copyrights, trademarks, service marks and/or other intellectual property rights, and as such, agrees that all such information provided is for the sole and exclusive use of the Fund and its authorized users of such websites. Certain information provided by BNY Mellon is supplied to BNY Mellon pursuant to third party licensing agreements which restrict the use of such information and protect the proprietary rights of the appropriate Licensor with respect to such information. Therefore, TRP further agrees (a) not to disclose, disseminate, reproduce, redistribute or republish information provided by BNY Mellon on its websites in any way without the express written permission of BNY Mellon and the Licensor (Licensor permission to be obtained by BNY Mellon prior to BNY Mellon providing its permission), and (b) to comply with the terms, conditions and restrictions disclosed on BNY Mellon’s websites and as set forth in Appendix I, provided that TRP may disclose, reproduce or redistribute such information to (1) affiliates of TRP for their internal use in connection with the services provided to the Funds under this Agreement; (2) its regulators, examiners, internal or external accountants, auditors and counsel in connection with the services provided to the Funds under this Agreement; (3) to any other person when required by applicable law, court order or legal process in connection with the services provided to the Funds under this Agreement; and/or (4) whenever advised by its counsel that it would be liable for failure to make such disclosure.
4. Delivery of Documents.
Each Fund shall promptly provide or cause to be delivered to BNY Mellon, or provide access to BNY Mellon to, the Fund’s Organizational Documents and Documents and shall promptly provide notice of and provide or cause to be delivered to BNY Mellon, or provide access to BNY Mellon to, all updates and amendments thereto as may be necessary for BNY Mellon to perform its duties hereunder. BNY Mellon shall not be deemed to have notice of any information (other than information supplied to BNY Mellon or to which BNY Mellon is provided with access) contained in such Organizational Documents, Documents or other materials until they are actually received
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by BNY Mellon or BNY Mellon is provided with such access, as applicable. Notwithstanding the foregoing, the Funds will be deemed to have furnished and delivered such Organizational Documents and Documents to the BNY Mellon to the extent such Fund has filed such documents with the SEC via the EDGAR filing system (or any successor thereto), such documents are publicly available, and notice of the filing is furnished to BNY Mellon.
5. Matters Regarding BNY Mellon.
(a) Subject to the direction and control of each Fund’s Board and oversight by TRP, and the provisions of this Agreement, BNY Mellon shall provide to each Fund the services listed on Schedule I and any SLDs attached hereto.
(b) In performing hereunder, BNY Mellon shall provide, at its expense (except as otherwise agreed upon in accordance with Section 8 related to BNY Mellon’s compensation hereunder), office space, facilities, equipment, personnel and any other necessary resources. BNY Mellon intends to perform the services under this Agreement from (a) the facilities that TRP has dedicated for use by BNY Mellon to perform the services and (b) various of the locations listed or described in Schedule III (the “Service Locations”). If BNY Mellon intends to provide the services from a location that is in a country in which a Service Location is not then currently located, BNY Mellon will provide reasonable prior notice of such other location to the Fund, and upon delivery of such notice, Schedule III shall be deemed to have been updated without the need for any further action by the parties; provided, however, that in the event that such location is within a country that would cause the Fund or a Fund Affiliate to be in violation of applicable laws, the Fund shall provide notice thereof to BNY Mellon and the Fund and BNY Mellon shall in good faith discuss an appropriate work-around.
(c) BNY Mellon shall not provide any services relating to the management, investment advisory or sub-advisory functions of any Fund, distribution of shares of any Fund or other services normally performed by the Funds’ respective counsel or independent auditors and the services provided by BNY Mellon do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a Fund or any other person, and each Fund acknowledges that BNY Mellon does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on its behalf, other than those specifically agreed to hereunder. In the event that a Fund desires to
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receive a new service from BNY Mellon related to the services provided under this Agreement, such Fund shall provide such request to BNY Mellon in writing with such detail as BNY Mellon shall reasonably request. Within a reasonable period of time after any such request relating to any new service, BNY Mellon will provide a proposal to the Fund in writing setting forth the terms under which BNY Mellon is willing to provide such new service. BNY Mellon and the Fund shall negotiate in good faith with respect to each proposal for new services, provided that the Fund shall not be required to accept such proposal. Similarly, with respect to the money market fund reforms announced by the SEC in 2014, the parties hereto agree to review such reforms and negotiate in good faith any related new services or increases in the scope of services provided under this Agreement as may be mutually agreed upon by the parties. Additionally, BNY Mellon shall use commercially reasonable efforts to develop modifications to the method of delivery of services provided hereunder and to the systems utilized in connection therewith to keep pace with prevailing industry practices for its fund accounting clients generally. In the event that a new or revised regulatory requirement becomes applicable to a Fund that requires a change to the services provided under this Agreement or an increase in the scope of the services provided hereunder or BNY Mellon is otherwise proposing a change to or an increase in the scope of the services provided to its fund accounting clients generally, including a change to keep pace with prevailing market practices, BNY Mellon shall provide a commercially reasonable proposal to the Fund in writing setting forth the terms applicable to such change or increase in scope and BNY Mellon and the Fund shall negotiate in good faith with respect to each such change or increase. BNY Mellon shall not be obligated to provide any new service or increase in the scope of services hereunder unless and until the parties have agreed to the terms applicable to such new service or increase in scope.
(d) Each Fund shall, and shall use commercially reasonable efforts to cause its officers, advisors, independent auditors and accountants, transfer agent and any other service providers hired by the Fund to, cooperate with BNY Mellon and to provide BNY Mellon, upon reasonable request, with such information, documents and advice relating to such Fund as is within the possession or knowledge of such persons, and which BNY Mellon has informed the Fund in writing that it reasonably believes is necessary in order to enable BNY Mellon to perform its duties hereunder. In connection with its duties hereunder, BNY Mellon shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy, validity or propriety of any information, documents or advice provided
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to BNY Mellon by any of the aforementioned persons, as long as BNY Mellon utilized the data as contemplated by this Agreement or as otherwise instructed by an Authorized Person. BNY Mellon shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third party service providers engaged by a Fund, or by any affiliate of such Fund or by any other third party service provider to such Fund. In the event that any services performed by BNY Mellon hereunder rely, in whole or in part, upon information obtained from a third party service utilized or subscribed to by BNY Mellon which BNY Mellon in its reasonable judgment deems reliable, so long as the selection of the applicable third party service provider was made in good faith and did not involve any BNY Mellon Misconduct, BNY Mellon shall not have any responsibility or liability for, be under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy or completeness of such information.
(e) Nothing in this Agreement shall limit or restrict BNY Mellon, any BNY Mellon Affiliate or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to some or all of the services provided hereunder, provided, however, BNY Mellon shall not use Confidential Information (as defined at Section 18) of the Fund in providing such services.
(f) Each Fund shall furnish BNY Mellon with any and all Instructions, explanations, information, specifications, Documents and documentation deemed necessary by BNY Mellon in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund liabilities and expenses (including fee waivers and rebates, expense repayments and reimbursement amounts), and the value of any securities lending related collateral investment account(s) (with the exception of Funds held within such cash collateral investment account(s) and receiving services hereunder), the amounts receivable and the amounts payable on the sale or purchase of securities, and the amounts receivable or the amounts payable for the sale or redemption of Fund Shares effected by or on behalf of a Fund, and BNY Mellon shall be entitled to rely fully on and shall have no duty or obligation for the accuracy, validity or propriety thereof. BNY Mellon shall not be required to include as Fund liabilities and expenses, nor as a reduction of Net Asset Value, any accrual for any federal, state or foreign income taxes except as expressly required pursuant to the SLDs or unless the Fund shall have specified to BNY Mellon in Instructions the amount of or formula to compute the same to be included in liabilities and expenses or used to reduce Net Asset Value. In the event BNY Mellon’s computations hereunder rely, in whole or in
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part, upon information, including, without limitation, bid, offer or market values of securities or other assets, or accruals of interest or earnings thereon, from a security pricing or similar service utilized, or subscribed to, by BNY Mellon and which BNY Mellon in its judgment deems reliable at the time such information is required for calculations hereunder or which the Fund directs BNY Mellon to utilize, BNY Mellon shall not be responsible for, under any duty to inquire into (except as expressly required pursuant to the SLDs), or deemed to make any assurances with respect to, the accuracy or completeness of such information as long as BNY Mellon utilized the data as contemplated by this Agreement or as otherwise instructed by an Authorized Person. Without limiting the generality of the foregoing, BNY Mellon shall not be required to inquire into any valuation of securities or other assets by a Fund or any third party described in this sub-section (f) even though BNY Mellon in performing services similar to the services provided pursuant to this Agreement for others may receive different valuations of the same or different securities of the same issuers. BNY Mellon will notify the Fund when bid, offer or market values for a security are not available to BNY Mellon and such Fund shall then furnish BNY Mellon with bid, offer or market values for such security as applicable. At any time and from time to time, the Fund also may furnish BNY Mellon with bid, offer or market values of securities and instruct BNY Mellon in Instructions to use such information in its calculations hereunder. In connection therewith, BNY Mellon shall at no time be required or obligated to commence or maintain any subscriptions to any securities pricing or similar service but may be required to utilize a pricing or similar service if required by TRP or the Fund’s Board pursuant to an agreement between the Fund or TRP and the securities pricing service vendor. In no event shall BNY Mellon be required to determine, or have any obligations with respect to, whether a market price represents any fair or true value, nor to adjust any price to reflect any events or announcements, including, without limitation, those with respect to the issuer thereof, it being agreed that all such determinations and considerations shall be solely for the applicable Fund and such Fund’s Valuation Committee. Notwithstanding the foregoing, BNY Mellon shall use commercially reasonable efforts to notify the Fund of events, announcements, issuer information, or other market news of which it becomes aware for consideration by the Fund’s Valuation Committee.
(g) The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product
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communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more affiliates, subsidiaries and third-party service providers. Solely in connection with the Centralized Functions, (i) each Fund consents to the disclosure of and authorizes BNY Mellon to disclose information regarding the Fund (“Customer-Related Data”) to the BNY Mellon Group and to its third-party service providers who are subject to written confidentiality, security and data protection obligations with respect to such information at least as restrictive as those set forth in this Agreement and (ii) BNY Mellon may store the names and business contact information of each Fund’s employees and representatives on the systems or in the records of the BNY Mellon Group or its service providers. Notwithstanding the foregoing, the BNY Mellon Group may use data regarding the Fund collected and/or calculated by the BNY Mellon Group in the course of providing the services under this Agreement and may use such data for the purpose of measuring and monitoring its performance of services to its customers, including the Fund, and for the further purpose of seeking to improve the quality and/or reduce the cost of providing such services. The BNY Mellon Group may also aggregate data regarding the Fund collected and/or calculated by the BNY Mellon Group in the course of providing the services under this Agreement with other similar data regarding other customers and may use such aggregated data in regulatory reports and/or in materials prepared for BNY Mellon shareholders, other clients or potential clients (i.e., aggregate assets under administration, total number of funds, total number of NAVs calculated or transactions processed and similar types of information); provided, however, that all such aggregated data shall be anonymized in connection with such aggregation, and provided further, however, that BNY Mellon shall not aggregate or use (other than in connection with performing the services pursuant to this Agreement or as specifically permitted in the preceding parenthetical) non-public securities trading information, information regarding individual securities transactions or positions or information regarding the valuation of individual securities without the Fund’s prior written consent. BNY Mellon will own all such aggregated data. In the event that the BNY Mellon Group desires to aggregate the Fund’s data for the purpose of products offered to the BNY Mellon Group’s clients, BNY Mellon will provide a proposal to the Fund in writing setting forth the data that the BNY Mellon Group desires to aggregate and the proposed use of the aggregated data, and the BNY Mellon Group will not aggregate and/or use such aggregated data in such manner without the Fund’s prior written consent.
(h) BNY Mellon may consult with counsel to the appropriate Fund, at such
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Fund’s expense, and shall be fully protected with respect to anything done or omitted by it in good faith and without BNY Mellon Misconduct in accordance with the advice or opinion of such Fund counsel.
(i) BNY Mellon shall be responsible for determining in accordance with U.S. tax laws and regulations: (i) the taxable nature of any distribution or amount received or deemed received by, or payable to, a Fund and (ii) the taxable nature or effect on a Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds or similar events (each, a “BNYM Tax Determination”) and agrees to process such securities or events in accordance with the BNYM Tax Determination unless instructed otherwise by TRP through the Escalation Process described immediately below. BNY Mellon and TRP shall put in place mutually agreed upon procedures as part of the SLD that outline the circumstances under which BNY Mellon is required to alert TRP regarding a BNYM Tax Determination. TRP shall have the right in those circumstances to instruct BNY Mellon to process a security or an event differently than the BNYM Tax Determination for a Fund or Funds (the “Escalation Process”). BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment that differs from treatment under U.S. generally accepted accounting principles. In addition and for the avoidance of doubt, BNY Mellon shall not be responsible for determining the taxable nature or taxable amount of any Fund level distribution or dividend, or the effect under any federal, state or foreign income tax laws of a Fund making or not making any Fund level distribution or dividend payment, or any election with respect thereto.
(j) Subject to the terms of Section 2, BNY Mellon shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I including SLDs attached hereto. Subject to the terms of Section 3(b)(viii), no covenant or obligation shall be implied against BNY Mellon in connection with this Agreement.
(k) BNY Mellon, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to a Fund is or will be actually paid, but will accrue such interest until otherwise instructed by such Fund.
(l) BNY Mellon shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic
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data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, BNY Mellon shall, at no additional expense to the applicable Fund, take reasonable steps to minimize service interruptions. BNY Mellon shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by BNY Mellon Misconduct.
(m) BNY Mellon agrees to provide an annual report (Service Organization Control Report SOC 1SM1) (“SOC 1SM Report”) issued under the Statement on Standards for Attestation Engagements No. 16 (“SSAE 16”) or International Standard on Assurance Engagements 3402 (“ISAE 3402”) or other similar standard in place from time to time covering the preceding 12-month period (with the first such period commencing October 1, 2015 and ending September 30, 2016), by a globally recognized firm qualified to perform such audits, and will use reasonable efforts to provide such within sixty (60) calendar days of the applicable period end date. The SOC 1SM Report shall be a multi-client SOC 1SM type 2 which shall cover services, systems, infrastructure and the ongoing maintenance of control documentation for all common processes controlled and performed by BNY Mellon for which such audits are then currently performed. Such SOC 1SM Report will not cover services, systems, infrastructure or the ongoing maintenance of control documentation for common processes for which TRP is responsible. With respect to any period of less than twelve (12) months prior to September 30, 2015 during which BNY Mellon is providing services hereunder, such period shall be covered by TRP’s annual Service Organization Control Report SOC 1SM, and the Fund shall obtain such report from TRP. Each SOC 1SM Report provided by BNY Mellon shall contain a certification from BNY Mellon’s auditor that specifically addresses (i) review of BNY
1 SOC 1 is a service mark of the American Institute of Certified Public Accountants (AICPA), which reserves all rights.
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Mellon’s internal controls as they relate to a user organization’s financial statement assertions and (ii) the processing locations used in providing the services as they relate to a user organization’s financial statement assertions. Upon the Fund’s reasonable request, BNY Mellon shall deliver to the Fund a bridge letter from an appropriate officer or representative of BNY Mellon stating that, to the best of such persons’ knowledge, there have been no changes to BNY Mellon’s internal controls, as described in the preceding SOC 1SM Report and as reviewed by BNY Mellon’s Independent Auditors in conjunction with their Independent Service Auditor’s Report, which would materially or adversely affect the internal control environment; provided, however that if any such changes have occurred, BNY Mellon and the Fund shall promptly meet with BNY Mellon’s auditors to discuss such change. The Fund may provide a copy of such SOC 1SM Report to its external auditors, provided that such auditors are required to maintain the confidentiality of such SOC 1SM Report and any related information. The requirements of BNY Mellon in this Section 5(m) shall apply to any standards that supersede or supplement SSAE 16 or ISAE 3402.
(n) In the event that (i) the conversion of all of the services from TRP’s systems to BNY Mellon’s systems is not substantially completed by the date that is two (2) years from the Effective Date and the Fund does not exercise its right to terminate this Agreement pursuant to Section 10(c)(v), or (ii) TRP ceases to provide in all material respects, prior to the date that is two (2) years from the Effective Date, the support and/or resources under the Middle Office Services Agreement reasonably necessary for BNY Mellon to perform such conversion and/or provide the services under this Agreement; upon the request of BNY Mellon, the Fund and BNY Mellon shall negotiate in good faith to assign or terminate this Agreement to effectuate the provision of services in an alternate manner from an alternative service provider (a “Service Alternative”); provided, that BNY Mellon shall continue to provide the services pursuant to this Agreement until an agreement with respect to a Service Alternative is reached and BNY Mellon shall then provide reasonable assistance to the Fund in connection with the transition to the Service Alternative.
6. Allocation of Expenses.
Except as otherwise provided herein, all costs and expenses arising or incurred in connection with the performance of this Agreement shall be paid by the appropriate Fund.
7. Standard of Care; Limitations of Liability; Indemnification.
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(a) BNY Mellon shall be liable to the Fund for any and all costs, expenses, damages, liabilities and claims (including, without limitation, all costs and expenses of investigation and enforcement and the costs, expenses and fees of attorneys and accountants) (“Liabilities”) sustained or incurred by the Fund and any Fund Affiliate, its officers, directors, employees, successors and permitted assigns and amounts paid in settlement in accordance with this Section 7 only to the extent such Liabilities arise out of the negligence, bad faith, willful misconduct, fraud or recklessness of BNY Mellon or any BNY Mellon Affiliate in the performance or omission of any of its duties or obligations under this Agreement (collectively, “BNY Mellon Misconduct”). The parties acknowledge that there may be instances where such Liabilities arise out of BNY Mellon’s performance of its duties or obligations under this Agreement but it is unclear as to whether such Liabilities were caused by BNY Mellon Misconduct (“Potential Liabilities”) and in such cases the parties shall use good faith efforts to determine appropriate means for addressing such Potential Liabilities, including the extent, if any, to which it is appropriate for BNY Mellon to assume all or a portion of such Potential Liabilities in light of relevant facts and circumstances.
(b) BNY Mellon shall not be responsible for Liabilities (including without limitation damages caused by delays, failure, errors, interruption or loss of data) or for failure to perform (or delay in performing) its obligations which occur by reason of circumstances beyond its reasonable control in the performance of its duties under this Agreement, including, without limitation, an event of natural disaster, casualty, elements of nature, acts of God, riots, terrorism, war, or such other event of similar nature that is beyond the reasonable control of BNY Mellon (excluding labor disputes or strikes directed at BNY Mellon), non-performance by a third party not hired or otherwise selected by BNY Mellon to provide services in connection with this Agreement, failure of the mails, communications or computer (hardware or software) services or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above (a “Force Majeure Event”). BNY Mellon shall not be responsible for delays or failures to supply the information or services specified in this Agreement where such delays or failures are caused by the failure of any person(s) other than BNY Mellon or a person retained by BNY Mellon to provide services under this Agreement. In any such event, BNY Mellon will use commercially reasonable efforts including, upon declaration of a disaster, those described in their disaster recovery and business continuity plans referenced in Section 3(b)(x), to continue to perform, to recommence performance whenever and to whatever extent reasonably possible
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without delay, and to mitigate the impact of its non-performance notwithstanding the occurrence of such event; provided that, if a Force Majeure Event substantially prevents, hinders or delays performance of the services contemplated by this Agreement by more than ninety (90) days and has a material adverse impact on the continuing operations of the Fund, then the Fund may, by giving BNY Mellon at least five (5) days prior written notice, terminate this Agreement (a “Force Majeure Termination”). In addition, in the event that the Fund reasonably believes that a Force Majeure Event will substantially prevent, hinder or delay performance of the services contemplated by this Agreement for more than five (5) consecutive calendar days, the Fund may take commercially reasonable actions to mitigate the impact of such services not being provided, including, but not limited to, contracting with another service provider to provide such services during such period and/or engaging TRP to perform such services in-house during such period; provided, that the Fund shall consult with BNY Mellon in good faith in connection with any such mitigation and BNY Mellon shall provide the Fund reasonable assistance in good faith in connection therewith; provided, further, that BNY Mellon shall resume providing, and the Fund shall pay for, such services when BNY Mellon resumes providing, unless the Fund has terminated this Agreement pursuant to the immediately preceding sentence. Notwithstanding anything set forth in this Section 7(b), (i) in no event shall the Funds be obligated to pay any fees under this Agreement to BNY Mellon with respect to any services not actually provided during any such Force Majeure Event and (ii) the Funds shall have no responsibility to pay BNY Mellon for services temporarily performed by the Investment Adviser or a third party.
(c) The Fund shall indemnify and hold harmless BNY Mellon from and against any and all third party Liabilities which are sustained or incurred by BNY Mellon or any BNY Mellon Affiliate or any of their officers, directors, employees, successors and assigns only to the extent that such Liabilities arise out of (i) the performance of BNY Mellon’s duties and/or obligations, under this Agreement (including any action taken or omitted to be taken by BNY Mellon in good faith in accordance with the advice or opinion of counsel for the Fund) except to the extent that such Liabilities arise out of (x) any material breach of this Agreement by BNY Mellon or (y) BNY Mellon Misconduct; (ii) errors existing in the Fund’s records prior to the Effective Date; (iii) action or inaction taken or omitted to be taken by BNY Mellon pursuant to and in compliance with the terms of any Instructions; and (iv) the Fund’s own negligence, bad faith, willful misconduct or fraud, including any improper use by the Fund of any valuations or computations supplied by BNY Mellon pursuant to this Agreement. With respect to clause
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(iii) of the preceding sentence, the Fund acknowledges and agrees that BNY Mellon may apply to an Authorized Person of the Fund for Instructions with respect to any matter arising in connection with BNY Mellon’s performance hereunder for such Fund. Such application for Instructions may, at the option of BNY Mellon, set forth in writing any action proposed to be taken or omitted to be taken by BNY Mellon with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken. Without limiting the foregoing and unless there is BNY Mellon Misconduct, BNY Mellon shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, BNY Mellon has received Instructions from an Authorized Person in response to such application specifying the action to be taken or omitted.
(d) BNY Mellon shall indemnify and hold harmless the Fund from and against any and all third party Liabilities which are sustained or incurred by the Fund or any Fund Affiliate or their respective officers, directors, employees, successors and permitted assigns (which, for purposes of this Section 7(d) shall be deemed to include any other Funds that invest in the indemnified Fund), only to the extent that such Liabilities arise out of any material breach of this Agreement by BNY Mellon or any BNY Mellon Affiliate or by any BNY Mellon Misconduct.
(e) (i) In the event of a claim against a party (“Claim”) related to Liabilities for which such party is entitled to indemnification under this Agreement (the “Indemnified Party”), the Indemnified Party shall give notice to the party obligated to indemnify such claim (the “Indemnifying Party”) as promptly as practicable; provided, however, that any failure by the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations to indemnify under this Agreement except to the extent that the Indemnifying Party can demonstrate actual prejudice as a result of such failure. The Indemnified Party shall provide the Indemnifying Party all reasonably available information requested by the Indemnifying Party with respect to such claim.
(ii) Within thirty (30) calendar days after receiving the Indemnified Party’s notice of a Claim, but (to the extent reasonably practicable under the circumstances) no later than ten (10) days before the date on which any formal response to the Claim is due, the Indemnifying Party shall notify the Indemnified Party in writing as to whether the Indemnifying
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Party acknowledges its indemnification obligation and elects to assume control of the defense of the claim with respect to the Indemnified Party and its affiliates and their respective officers, directors, employees, successors and permitted assigns (a “Notice of Election”).
(iii) If the Indemnifying Party timely delivers a Notice of Election to the Indemnified Party, the Indemnifying Party shall, at the Indemnifying Party’s sole cost and expense, conduct the defense of the Claim and, consistent with the rights of Indemnified Party under this Agreement, all negotiations for settlement of the Claim, subject to the following:
(1) The Indemnified Party shall cooperate, at the cost of the Indemnifying Party, in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such Claim and any appeal arising therefrom.
(2) The Indemnified Party may participate in said defense and/or negotiations to protect its interests at the Indemnified Party’s cost and expense.
(3) Neither any settlement of a Claim that involves a remedy other than the payment of money by the Indemnifying Party, nor any admission regarding the Indemnified Party’s interests, shall be entered into by the Indemnifying Party, except with the prior written consent of the Indemnified Party.
(iv) If the Indemnifying Party does not timely deliver a Notice of Election, the Indemnified Party may defend and/or settle the Claim in such manner as it may deem appropriate; provided, however, that no settlement of a Claim that involves the payment of money by the Indemnifying Party or any admission regarding the Indemnifying Party’s interests shall be entered into by the Indemnified Party without the prior written consent of the Indemnifying Party.
(v) If the Indemnified Party brings an action against the Indemnifying Party to enforce the Indemnified Party’s rights under this Section 7, and the Indemnified Party prevails in such action, the Indemnifying Party shall reimburse the Indemnified Party for the reasonable costs and expenses incurred in connection with the enforcement of this Section 7.
(f) Subject to the other provisions of this Section 7 (except as expressly stated otherwise in the NAV Error Policy), BNY Mellon agrees to be liable to the Fund in accordance with the terms of Schedule II (NAV Error Policy). The parties understand that there may be investors and beneficial owners who hold shares of the Fund through an intermediary, including
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but not limited to banks, broker-dealers, other Funds and defined contribution plan recordkeepers (collectively referred to as “Intermediaries”). Such Intermediaries will maintain one or more accounts directly with the Fund on behalf of investors or beneficial owners (e.g., defined contribution plan participants). If there is either a delay in delivery of a Fund’s NAV or a Material NAV Error arising out of BNY Mellon Misconduct, it is acknowledged there may be Liabilities sustained by such Intermediaries, which, if they had been sustained or incurred by the Fund, would be the type of Liabilities for which BNY Mellon would have been liable under this Agreement (“Covered Liabilities”). In the event an Intermediary claims the Fund or TRP must reimburse it for such Covered Liabilities, BNY Mellon shall be liable to the Fund, TRP or the Intermediary directly for such Covered Liabilities, provided that the Fund or TRP has taken all commercially reasonable efforts to mitigate such Covered Liabilities.
(g) Notwithstanding anything else contained in this Agreement, no party to this Agreement shall be liable to the other party for any indirect, special, incidental, or consequential damages sustained or incurred by such other party arising out of, concerning or relating to the performance of such party’s duties and/or obligations under this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action, except to the extent arising out of such party’s own gross negligence, bad faith, willful misconduct, fraud or recklessness. For purposes of this Section 7(g), the parties acknowledge that any and all Liabilities incurred by the Indemnified Party arising out of Claims with respect to which the Indemnified Party is entitled to indemnification pursuant to this Section 7 are not and shall not be deemed to be indirect, special, incidental or consequential damages.
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Compensation.
For the services provided hereunder, each Fund agrees to pay BNY Mellon such compensation and out of pocket expenses as are set forth in Schedule IV attached hereto or otherwise mutually agreed to in writing by such Fund and BNY Mellon from time to time. Except for those amounts (a) expressly approved by the Funds in writing to BNY Mellon or (b) set forth in Schedule IV attached hereto, the Funds shall not be obligated to pay any other fees or expenses in connection with BNY Mellon performing the services under this Agreement. Except as hereinafter set forth or as otherwise set forth in Schedule IV attached hereto, compensation shall be calculated and accrued daily and paid monthly. Each Fund may authorize BNY Mellon to debit such Fund’s custody account for all amounts due and payable hereunder, provided that any such authorization shall be provided in the Fund’s sole discretion in writing and shall only be valid for the time period and to the extent expressly set forth therein. In the event that the Fund authorizes any such debiting, BNY Mellon shall deliver to each Fund invoices for services rendered after debiting such Fund’s custody account with an indication that payment has been made. Upon termination of this Agreement before the end of any month, the compensation for such part of a month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the effective date of termination of this Agreement. For the purpose of determining compensation payable to BNY Mellon, each Fund’s Net Asset Value shall be computed at the times and in the manner specified in the Fund’s Offering Materials.
9. Records; Visits.
(a) The Books and Records (as defined below) pertaining to each Fund and such Fund’s Series which are in the possession or under the control of BNY Mellon shall be the property of the Fund. The Fund and Authorized Persons shall have access to such Books and Records at all times during BNY Mellon’s normal business hours. Upon the reasonable request of the Fund, copies of any such Books and Records shall be provided by BNY Mellon to the Fund or to an Authorized Person, with the expense associated therewith to be borne as mutually agreed upon between the parties hereto.
(b) BNY Mellon shall keep all books and records related to the services provided to the Fund hereunder, including with respect to each Fund’s books of account, records of each Fund’s securities transactions, that BNY Mellon is required to maintain pursuant
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to Rule 31a-1 of the 1940 Act in connection with the services provided hereunder (“Books and Records”) for the period required by applicable Securities Laws. If a Fund desires to retain any such Books and Records longer than the period set forth in this Section 9, then upon written notice of the Fund’s desire to retain such Books and Records, BNY Mellon shall cooperate with the Fund by providing any such requested Books and Records to the Fund.
10. Term of Agreement.
(a) This Agreement shall be effective on the date first written above and, unless terminated pursuant to its terms, shall continue until 11:59 PM (Eastern time) on the date which is the tenth (10th) anniversary of such date (the “Initial Term”), at which time this Agreement shall terminate, unless renewed in accordance with the terms hereof.
(b) This Agreement shall automatically renew for successive terms of one (1) year each (each, a “Renewal Term”), unless the Fund or BNY Mellon gives written notice to the other party of its intent not to renew and such notice is received by the other party not less than ninety (90) days prior to the expiration of the Initial Term or the then-current Renewal Term (a "Non-Renewal Notice"). In the event a party provides a Non-Renewal Notice, this Agreement shall terminate with respect to the Fund at 11:59 PM (Eastern time) on the last day of the Initial Term or Renewal Term, as applicable.
(c) Termination for Convenience.
The Fund may terminate this Agreement for any reason whatsoever in its sole and absolute discretion by delivering a termination notice to BNY Mellon at least ninety (90) calendar days prior to the effective date of termination, provided that the Fund shall pay BNY Mellon, as BNY Mellon’s sole and exclusive remedy for such a termination for convenience, the applicable termination fee calculated pursuant to Schedule V; further provided, however, there shall be no payment of a penalty or termination fee for the following:
(i) where such termination for convenience is required by a governmental authority, and in such case, the notice period shall be reduced as necessary to meet the requirements of such governmental authority;
(ii) if the Fund is liquidated, effective as of the liquidation date;
(iii) effective upon the effective date of any merger or reorganization of the Fund with or into another fund advised by TRP (other than in connection with an acquisition or
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merger of TRP into, with or by another entity that results in the termination of this Agreement by the Fund and the replacement of BNY Mellon by another third party service provider in the provision of services similar to those provided in this Agreement);
(iv) termination by the Fund if the Board reasonably determines, in good faith, that an event that has occurred with respect to BNY Mellon that the Board reasonably believes would cause a material adverse effect on BNY Mellon's ability to perform its duties and/or obligations under this Agreement and that the failure to terminate this Agreement would cause the Board to be in breach of its fiduciary obligations under applicable law; provided that the Board has provided written notice to BNY Mellon of its intent to terminate the agreement pursuant to this provision, which notice shall specify the basis for such determination, and provided that the events giving rise to such termination notice have not been cured within sixty (60) calendar days following such notice to BNY Mellon; and further provided that no such determination to terminate shall be based in whole or in part on the compensation paid to BNY Mellon pursuant to this Agreement;
(v) in the event that the conversion of all of the services from TRP’s systems to BNY Mellon’s systems is not substantially completed by the date that is two (2) years from the Effective Date, upon at least one hundred twenty (120) days’ prior notice to BNY Mellon; provided, that to the extent the failure to substantially complete the conversion is caused by BNY Mellon such termination shall be treated as a termination for cause and the Fund shall be entitled to recover damages (including the recovery of platform fees previously charged to the Funds pursuant to this Agreement) and be reimbursed for Costs and Expenses (as defined below) only to the extent such failure was caused by BNY Mellon;
(vi) if BNY Mellon is subject to a Regulatory Event; “Regulatory Event” is defined with respect to BNY Mellon as any governmental or regulatory action that limits, suspends, or terminates the rights, privileges or operation of BNY Mellon in a manner that would result in a material adverse effect on the ability of BNY Mellon to perform its duties and/or obligations under this Agreement or any governmental or regulatory investigation determined against BNY Mellon that would result in a material adverse effect on the ability of BNY Mellon to perform its duties and/or obligations under this Agreement;
(vii) a Force Majeure Termination; or
(viii) upon the occurrence of a Specified Convenience Event.
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(d) The Fund’s Termination for Cause.
Unless otherwise expressly agreed to by the Fund and BNY Mellon in writing, the Fund in its sole and absolute discretion may, by delivering a termination notice to BNY Mellon at least thirty (30) calendar days prior to the effective date of termination, terminate this Agreement for cause (and without the payment by the Fund of a termination fee or penalty) if BNY Mellon:
(i) commits a material breach of this Agreement and fails to cure such breach within thirty (30) calendar days after the date of any termination notice from the Fund;
(ii) commits a material breach of this Agreement which is not capable of being cured within a ninety (90) calendar day period;
(iii) commits numerous or repeated breaches of its duties and/or obligations under this Agreement, which, regardless of whether they have been or could be cured, collectively constitute a material breach of this Agreement;
(iv) commits a Specified Cause Event; or
(v) is subject to an Act of Insolvency; “Act of Insolvency” is defined as: (i) the commencement by BNY Mellon as debtor of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar law, or BNY Mellon seeking the appointment of a receiver, trustee, custodian or similar official for BNY Mellon or substantial part of its property; (ii) the appointment of a receiver, conservator, or manager for BNY Mellon by any government agency or authority having the jurisdiction to do so; (iii) the commencement of any such case or proceeding against BNY Mellon, which (a) is consented to or not timely contested by BNY Mellon, (b) results in the entry of an order for relief, such an appointment, the issuance of such a protective decree or the entry of an order having a similar effect, or (c) is not dismissed within 60 days; (iv) the making or offering by BNY Mellon of a composition with its creditors or a general assignment for the benefit of creditors; (v) the admission by BNY Mellon of its inability to pay its debts or discharge its obligations as they become due or mature; or (vi) any governmental authority or agency or any person, agency or entity acting under governmental authority shall have taken any action to condemn, seize or appropriate, or to assume custody or control of, all or any substantial part of the property of BNY Mellon.
(e) BNY Mellon’s Termination for Cause
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Unless otherwise expressly agreed to by the Fund(s) and BNY Mellon in writing, BNY Mellon in its sole and absolute discretion may, by delivering a termination notice to the applicable Fund(s) at least ninety (90) calendar days prior to the effective date of termination, terminate this Agreement for cause (and without the payment of a termination fee or penalty by BNY Mellon) with respect to a Fund or Funds only if such Fund(s):
(i) fails to make payments due hereunder when due, which failure remains uncured for thirty (30) calendar days after the date of any notice from BNY Mellon of such failure unless being contested in good faith, or
(ii) is subject to an Act of Insolvency; “Act of Insolvency” is defined as: (i) the commencement by such Fund(s) as debtor of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar law, or such Fund(s) seeking the appointment of a receiver, trustee, custodian or similar official for such Fund(s) or substantial part of its property; (ii) the appointment of a receiver, conservator, or manager for such Fund(s) by any government agency or authority having the jurisdiction to do so; (iii) the commencement of any such case or proceeding against such Fund(s), which (a) is consented to or not timely contested by such Fund(s), (b) results in the entry of an order for relief, such an appointment, the issuance of such a protective decree or the entry of an order having a similar effect, or (c) is not dismissed within 60 days; (iv) the making or offering by such Fund(s) of a composition with its creditors or a general assignment for the benefit of creditors; (v) the admission by such Fund(s) of its inability to pay its debts or discharge its obligations as they become due or mature; or (vi) any governmental authority or agency or any person, agency or entity acting under governmental authority shall have taken any action to condemn, seize or appropriate, or to assume custody or control of, all or any substantial part of the property of such Fund(s).
For the avoidance of doubt, terminating this Agreement for cause by BNY Mellon with respect to one Fund shall not have any effect on the obligations of BNY Mellon to any other Fund under this Agreement.
(f) Costs and Expenses of Termination
If a Fund terminates this Agreement with respect to such Fund at any time pursuant to Section 10(c)(v), 10(c)(vi) or 10(d) above, then BNY Mellon shall reimburse such Fund for any Costs and Expenses incurred by such Fund in connection with converting such Fund to a successor service provider (including TRP, if applicable), including without limitation the
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delivery to such successor service provider, such Fund and/or other of the Fund’s service providers any of such Fund’s property, records, data, instruments and documents; provided, that, with respect to a termination pursuant to Section 10(c)(v), BNY Mellon shall be required to reimburse the Fund for such Costs and Expenses only to the extent that the failure to substantially complete the conversion of all of the services from TRP’s systems to BNY Mellon’s systems is caused by BNY Mellon. For purposes of this Section 10(f), “Costs and Expenses” shall mean any actual, provable, reasonable, customary and direct out-of-pocket costs and expenses incurred by such Fund. Costs and Expenses shall not include, and in no event shall BNY Mellon be liable under this Agreement for, any lift-out expenses or platform development costs for the successor service provider or any wind-down costs of the Fund or any Fund Affiliate, including, without limitation, non-cancelable payments or termination charges regarding hosting and/or any other subcontracted services. The Fund must provide BNY Mellon with written evidence of the Costs and Expenses before BNY Mellon is obligated to pay them. The Fund also has a duty to mitigate, and must exercise its duty to mitigate, such Costs and Expenses.
11. Amendment.
This Agreement may not be amended, changed or modified in any manner except by a written agreement executed by BNY Mellon and the Fund to be bound thereby, and authorized or approved by such Fund’s Board.
12. Assignment; Subcontracting.
(a) Except as expressly provided in Section 12(b) below, this Agreement shall not be assignable or delegable, whether by merger, operation of law or otherwise, by any Fund without the written consent of BNY Mellon, or by BNY Mellon without the written consent of the affected Fund, in each case which consent may not be unreasonably withheld. This Agreement shall extend to and shall be binding upon the Parties hereto, and their permitted successors and assigns.
(b) Notwithstanding the foregoing: (i) BNY Mellon may assign or transfer this Agreement to any BNY Mellon Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting control, provided that BNY Mellon gives the relevant Funds ninety (90) days' prior written notice of such assignment or transfer and such assignment or transfer does not impair the provision of services under this Agreement in any material respect, and the assignee or transferee agrees in writing to be bound by all terms of this
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Agreement in place of BNY Mellon; (ii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to any BNY Mellon Affiliate with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNY Mellon of any of its liabilities or obligations hereunder and BNY Mellon shall remain responsible for all activities, including all acts and omissions, of such BNY Mellon Affiliates to the same extent as if such activities were performed by BNY Mellon; (iii) BNY Mellon may subcontract with, hire, engage or otherwise outsource to an unaffiliated third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall (A) require the prior written consent of the relevant Funds and (B) not relieve BNY Mellon of any of its liabilities hereunder; and (iv) BNY Mellon, in the course of providing certain additional services requested by a Fund (“Vendor Eligible Services”) as further described in Schedule I attached hereto, may in its sole discretion, enter into an agreement or agreements with a financial printer or electronic services provider (“Vendor”) to provide BNY Mellon with the ability to generate certain reports or provide certain functionality; provided, however, that BNY Mellon shall ensure prior to any assignment, transfer, subcontracting, hiring, engaging or other outsourcing, as applicable, under subsections (i) through (iv) that the applicable BNY Mellon Affiliate, unaffiliated third party or Vendor is subject to written confidentiality, security and data protection obligations at least as restrictive as those set forth in this Agreement. BNY Mellon shall not be obligated to perform any of the Vendor Eligible Services unless an agreement between BNY Mellon and the Vendor for the provision of such services is then-currently in effect. Upon request, BNY Mellon will disclose the identity of the Vendor and the status of the contractual relationship, and a Fund is free to attempt to contract directly with the Vendor for the provision of the Vendor Eligible Services.
(c) As compensation for the Vendor Eligible Services rendered by BNY Mellon pursuant to this Agreement, the applicable Fund will pay to BNY Mellon such fees as may be agreed to in writing by the Fund and BNY Mellon. In turn, BNY Mellon will be responsible for paying the Vendor’s fees. For the avoidance of doubt, BNY Mellon anticipates that the fees it charges hereunder will be more than the fees charged to it by the Vendor, and BNY Mellon will retain the difference between the amount paid to BNY Mellon hereunder and the fees BNY Mellon pays to the Vendor as compensation for the additional services provided by BNY Mellon in the course of making the Vendor Eligible Services available to the Fund.
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13. Governing Law; Consent to Jurisdiction.
This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflict of laws principles thereof. Each party hereby consents to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder, and waives to the fullest extent permitted by law its right to a trial by jury. To the extent that in any jurisdiction any party may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, such party irrevocably agrees not to claim, and it hereby waives, such immunity.
14. Severability; No Third Party Beneficiaries.
In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations shall not in any way be affected or impaired thereby, and if any provision is inapplicable to any person or circumstances, it shall nevertheless remain applicable to all other persons and circumstances. A person who is not a party to this Agreement shall have no rights to enforce any provision of this Agreement, and no Fund shall have a right to enforce any provision of this Agreement as it relates to another Fund. BNY Mellon shall not be responsible for any costs or fees charged to a Fund or an affiliate of a Fund by consultants, counsel, auditors, public accountants or other service providers retained by the Fund or any such affiliate.
15. No Waiver.
Each and every right granted to a party to this Agreement hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of a party to exercise, and no delay in exercising, any right will operate as a waiver thereof, nor will any single or partial exercise by the party of any right preclude any other or future exercise thereof or the exercise of any other right.
16. Notices.
All notices, requests, consents and other communications pursuant to this Agreement in writing shall be sent as follows:
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if to a Fund, at
The T. Rowe Price Funds
100 East Pratt Street
Baltimore, Maryland 21202
Attention: David Oestreicher
with a copy to:
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
Attention: Margery K. Neale and Laura L. Delanoy
if to BNY Mellon, at
BNY Mellon
103
Bellevue Parkway
Wilmington, Delaware 19809
Attention: Head of U.S. Fund Accounting
with a copy to:
The
Bank of New York Mellon
225 Liberty Street
New York, New York 10286
Attention:
Legal Dept. – Asset Servicing
or at such other place as may from time to time be designated in writing. Notices hereunder shall be effective upon receipt.
17. Several Obligations.
The parties acknowledge that the rights and obligations of the Funds hereunder are several and not joint, that no Fund shall be liable for any amount owing by another Fund and that the Funds have executed one instrument for convenience only.
18. Confidentiality.
(a) Each party shall keep confidential any information relating to the other party’s business (“Confidential Information”), except as otherwise permitted hereunder or as expressly agreed in writing by the protected party. Confidential Information shall include (a) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finances,
33
operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, portfolio holdings and transaction information and internal performance results relating to the past, present or future business activities of a such party and its subsidiaries and affiliated companies; (b) any scientific or technical information, design, process, procedure, formula or improvement that is commercially valuable and secret in the sense that its confidentiality affords such party a competitive advantage over its competitors; (c) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how and trade secrets, whether or not patentable or copyrightable; (d) any information or data with respect to the shareholders of a Fund, including information that can be used to identify an individual (e.g., a social security number); (e) information from third party vendors; and (f) anything designated as confidential. Notwithstanding the foregoing, as between BNY Mellon and a particular Fund information shall not be subject to such confidentiality obligations if it: (a) is already known to the receiving party and is not subject to a duty of confidentiality at the time it is obtained; (b) is or becomes publicly known or available through no wrongful act of the receiving party; (c) is rightfully received from a third party who, to the best of the receiving party’s knowledge, is not under a duty of confidentiality; (d) is released with the protected party’s prior written consent; (e) is requested or required to be disclosed by the receiving party pursuant to a court order, subpoena, governmental or regulatory authority request or law, provided the receiving party provides the protected party with reasonable assistance and notice, when legally and practically possible to do so, for the protected party to attempt to obtain a protective order or other confidential treatment at the protected party’s expense (it being understood that no prior notice shall be required in connection with the disclosure of information by the receiving party in response to a request from its regulators) and the receiving party discloses only that portion of the Confidential Information which is legally required to be disclosed; or (f) has been or is independently developed or obtained by the receiving party. Provisions authorizing the disclosure of information shall survive any termination of this Agreement. The obligations set forth in this Section 18 shall survive any termination of this Agreement for a period of two (2) years after such termination.
(b) Notwithstanding the foregoing,
(i) BNY Mellon may disclose relevant aspects of the Fund’s Confidential Information to its and BNY Mellon Affiliates’ officers, directors, professional advisors, counsel,
34
personnel, subcontractors and third party vendors (each, a “BNY Mellon Representative” and collectively, the “BNY Mellon Representatives”), to the extent that such disclosure is reasonably necessary for the performance of its duties and obligations under this Agreement. BNY Mellon shall take all reasonable measures to ensure that the Fund’s Confidential Information is not disclosed or duplicated in contravention of the provisions of this Agreement by such BNY Mellon Representatives and all such BNY Mellon Representatives shall be (A) informed by BNY Mellon of the confidential nature of such Confidential Information and of the confidentiality undertakings of BNY Mellon contained herein and (B) bound by either one or both of (I) written confidentiality obligations or (II) confidentiality obligations under the applicable BNY Mellon code of conduct or similar binding policy, in each case that are at least as restrictive as those by which BNY Mellon is bound as contained herein. BNY Mellon may also disclose relevant aspects of the Fund’s Confidential Information to TRP to the extent that such disclosure is reasonably necessary for the performance of the services contemplated hereunder. BNY Mellon shall be responsible for any breach of this Agreement by BNY Mellon Representatives.
(ii) The Fund may disclose relevant aspects of BNY Mellon’s Confidential Information to Fund Affiliates or TRP and their respective officers, directors, professional advisors, counsel, personnel, subcontractors and third party vendors (each, a “TRP Representative” and collectively, the “TRP Representatives”), to the extent that such disclosure is reasonably necessary for the receipt and use of the services under this Agreement. The Fund shall take all reasonable measures to ensure that BNY Mellon’s Confidential Information is not disclosed or duplicated in contravention of the provisions of this Agreement by such TRP Representatives and all such TRP Representatives shall be (A) informed by the Fund of the confidential nature of such Confidential Information and of the confidentiality undertakings of the Fund contained herein and (B) bound by either one or both of (I) written confidentiality obligations or (II) confidentiality obligations under the applicable TRP code of conduct or similar binding policy, in each case that are at least as restrictive as those by which the Fund is bound as contained herein. The Fund shall be responsible for any breach of this Agreement by TRP Representatives.
(c) Notwithstanding anything contained in this Section 18, BNY Mellon will not engage in proprietary trading based on non-public portfolio holdings or transaction information of the Fund.
35
19. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts together shall constitute only one instrument.
36
No Publicity.
A party to this Agreement shall not use the name or marks of, refer to, or identify the other party (or any related entity) in any publicity releases, interviews, promotional or marketing materials, public announcements, testimonials or advertising without the prior written approval of authorized representatives of the other party (which approval a party may withhold in its sole discretion), except no such written approval is required to the extent any such disclosure is required by law. BNY Mellon may identify the Fund(s) as a client in client lists, provided that the Fund(s) name is no more prominent than any other client on such list(s). A party may withdraw such consent at any time.
21. Parties’ Relationship.
The parties to the Agreement are independent parties. BNY Mellon, in furnishing the Services, is acting as an independent contractor. BNY Mellon has the sole right and obligation to supervise, manage, contract, direct, procure, perform or cause to be performed, all work to be performed by BNY Mellon and its employees, agents, independent contractors and other representatives under the Agreement. At no time shall any such individuals represent himself or herself as an employee of a Fund or be considered an employee of a Fund. BNY Mellon is not a joint venturer with, nor an employee, agent or partner of the Funds and has no authority to represent or bind the Funds as to any matters.
22. Covenant of Good Faith.
Each party to this Agreement acknowledges and agrees, in its dealings with the other party under or in connection with this Agreement, including the performance of all obligations and the exercise of all rights under this Agreement, it shall comply with the fundamental principle of good faith and fair dealing.
23. Invalidity.
If any of the provisions of this Agreement becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.
24. The Parties.
All references herein to “the Fund” are to each of the Funds listed on Exhibit A
37
individually or any class thereof, as if this Agreement were between such individual Fund and BNY Mellon. In the case of a series Fund or trust or a separate class of shares, all references to “the Fund” are to the individual series, portfolio or class of such Fund or trust, or to such Fund or trust on behalf of the individual series, portfolio or class, as appropriate. The “Fund” also includes any T. Rowe Price Funds that may be established after the execution of this Agreement; provided, however, upon notice to BNY Mellon of any such T. Rowe Price Funds established after the execution of this Agreement, BNY Mellon and the applicable fund shall cooperate in good faith to promptly execute a written addendum to this Agreement adding such fund, and BNY Mellon shall not be obligated to commence to provide services hereunder to such fund until such addendum has been executed by BNY Mellon and the applicable fund. Any reference in this Agreement to a “party” or “Party” shall mean BNY Mellon or such other individual Fund as to which the matter pertains individually, and to the “parties” or “Parties” shall mean BNY Mellon and such other individual Fund as to which the matter pertains collectively.
25. Directors, Trustees and Shareholders and Massachusetts Business Trust.
It is understood and is expressly stipulated that neither the holders of shares in the Fund nor any Directors or Trustees of the Fund shall be personally liable hereunder.
With respect to any Fund which is a party to this Agreement and which is organized as a Massachusetts business trust (“Trust”), the term “Fund” means and refers to the trust established by its applicable trust agreement (Declaration of Trust) as the same may be amended from time to time. It is expressly agreed that the obligations of any such Trust hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of the Trust, personally, but bind only the trust property of the Trust, as provided in the Declaration of Trust of the Trust. The execution and delivery of this Agreement has been authorized by the trustees and signed by an authorized officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
26. Rules of Construction.
(a) Language. This Agreement is in the English language only, which language shall be controlling in all respects, and all versions of this Agreement in any other language shall be for accommodation only and shall not be binding upon the parties. All
38
communication, notices, or other documents to be made, given, or approved pursuant to this Agreement shall be made in the English language.
(b) Use of Certain Words. Unless the context requires otherwise:
(i.) “including” (and any of its derivative forms) means including but not limited to;
(ii.) “may” means has the right, but not the obligation to do something and “may not” means does not have the right to do something;
(iii.) “shall” and “will” are expressions of command, not merely expressions of future intent or expectation;
(iv.) “written” or “in writing” is used for emphasis in certain circumstances, but that shall not derogate from the general application of the notice requirements set forth in Section 16 in those and other circumstances; and
(v.) use of the singular imports the plural and vice versa.
(c) Interpretation. The terms and conditions of this Agreement are the result of negotiations between the Parties. The Parties intend that this Agreement shall not be construed in favor of or against any Party by reason of the extent to which any Party or its professional advisors participated in the preparation or drafting of this Agreement.
(d) Headings and Article, Section and Exhibit References. The Article and Section headings are for reference and convenience only and shall not be considered in the interpretation of this Agreement. Unless otherwise indicated, Article or Section references are to Articles or Sections of the document in which the reference is contained. References to numbered Articles or Sections of this Agreement also refer to and include all subsections of the referenced Article or Section. References to Appendices, Exhibits or Schedules of this Agreement also refer to and include all attachments of the referenced Appendix, Exhibit or Schedule.
(e) Order of Precedence. If a conflict occurs between this Agreement and any Appendix, Exhibit or Schedule, unless otherwise specifically stated in the Appendices, Exhibits or Schedules, the order of precedence shall be:
(i) First, this Agreement;
39
(ii) Second, Schedule I and the Appendices thereto; and
(iii) Third, any other Appendix, Exhibit or Schedule.
provided, however, that this Agreement shall control if a conflict occurs between this Agreement and any Appendix, Exhibit or Schedule and the NAV Error Policy, except as expressly set forth in the NAV Error Policy.
(f) Covenant of Further Assurances. The Funds and BNY Mellon covenant and agree that, subsequent to the execution and delivery of this Agreement and, without any additional consideration, each of the Funds and BNY Mellon shall execute and deliver any further legal instruments and perform any acts that may be reasonably required to confirm and effectuate the validity and enforceability of this Agreement.
(g) Survival. Any and all provisions of this Agreement which by their nature or effect are required or intended to be observed, kept, or performed after the expiration or termination of this Agreement shall survive the expiration or any termination of this Agreement and remain binding upon and for the parties’ benefit.
[Signature Page Follows.]
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IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers and their seals to be hereunto affixed, all as of the day and year first above written.
By: /s/David Oestreicher on behalf of each Fund identified on Exhibit A attached hereto | |
Name: /s/David Oestreicher Title: Vice President | |
T. ROWE PRICE ASSOCIATES, INC. solely with respect to the representations and warranties provided at Section 3(c) | |
By: /s/William Strickland Name: /s/William Strickland Title: Vice President | |
THE BANK OF NEW YORK MELLON | |
By: /s/Samir Pandiri Name: /s/Samir Pandiri Title: CEO Asset Servicing | |
Date: 7/30/15 |
[Signature Page to Fund Accounting Agreement]
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EXHIBIT A
List of Funds/Portfolios
Mutual Fund Entity Name | Reference ID | Entity Type | |
'40 Act Registered Funds |
|
| |
T. Rowe Price Balanced Fund, Inc. | BAL | Mutual Fund | |
T. Rowe Price Blue Chip Growth Fund, Inc. | BCG | Mutual Fund - Parent | |
T. Rowe Price California Tax-Free Income Trust | CAT | Mutual Fund - Parent | |
California Tax-Free Bond Fund | CAB | Mutual Fund - Series | |
California Tax-Free Money Fund | CAM | Mutual Fund - Series | |
T. Rowe Price Capital Appreciation Fund | CAF | Mutual Fund - Parent | |
T. Rowe Price Capital Opportunity Fund, Inc. | COF | Mutual Fund - Parent | |
T. Rowe Price Corporate Income Fund, Inc. | CIF | Mutual Fund | |
T. Rowe Price Credit Opportunities Fund, Inc. | CRO | Mutual Fund - Parent | |
T. Rowe Price Diversified Mid-Cap Growth Fund, Inc. | DMG | Mutual Fund | |
T. Rowe Price Diversified Small-Cap Growth Fund, Inc. | DSG | Mutual Fund | |
T. Rowe Price Dividend Growth Fund, Inc. | DGF | Mutual Fund - Parent | |
T. Rowe Price Equity Income Fund | EIF | Mutual Fund - Parent | |
T. Rowe Price Equity Series, Inc. | EQS | Mutual Fund - Parent | |
T. Rowe Price Blue Chip Growth Portfolio | BCP | Mutual Fund - Series | |
T. Rowe Price Equity Income Portfolio | EIP | Mutual Fund - Series | |
T. Rowe Price Equity Index 500 Portfolio | EXP | Mutual Fund - Series | |
T. Rowe Price Health Sciences Portfolio | HSP | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Growth Portfolio | MGP | Mutual Fund - Series | |
T. Rowe Price New America Growth Portfolio | NAP | Mutual Fund - Series | |
T. Rowe Price Personal Strategy Balanced Portfolio | PSP | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Financial Services Fund, Inc. | FSF | Mutual Fund | |
T. Rowe Price Fixed Income Series, Inc. | FIS | Mutual Fund - Parent | |
T. Rowe Price Limited-Term Bond Portfolio | LTP | Mutual Fund - Series | |
T. Rowe Price Prime Reserve Portfolio | PRP | Mutual Fund - Series | |
T. Rowe Price Floating Rate Fund, Inc. | FRI | Mutual Fund - Parent | |
T. Rowe Price Global Allocation Fund, Inc. | GAF | Mutual Fund – Parent | |
T. Rowe Price Global Multi-Sector Bond Fund, Inc. | SNF | Mutual Fund – Parent | |
T. Rowe Price Global Real Estate Fund, Inc. | GRE | Mutual Fund - Parent | |
T. Rowe Price Global Technology Fund, Inc. | GTF | Mutual Fund | |
T. Rowe Price GNMA Fund | GMA | Mutual Fund | |
T. Rowe Price Growth & Income Fund, Inc. | GIF | Mutual Fund | |
T. Rowe Price Growth Stock Fund, Inc. | GSF | Mutual Fund - Parent | |
T. Rowe Price Health Sciences Fund, Inc. | HSF | Mutual Fund | |
T. Rowe Price High Yield Fund, Inc. | HYF | Mutual Fund - Parent | |
T. Rowe Price Index Trust, Inc. | INDX | Mutual Fund - Parent | |
T. Rowe Price Equity Index 500 Fund | EXF | Mutual Fund - Series | |
T. Rowe Price Extended Equity Market Index Fund | XMX | Mutual Fund - Series | |
T. Rowe Price Total Equity Market Index Fund | TMX | Mutual Fund - Series | |
T. Rowe Price Inflation Focused Bond Fund, Inc. | STI | Mutual Fund | |
T. Rowe Price Inflation Protected Bond Fund, Inc. | IPB | Mutual Fund | |
T. Rowe Price Institutional Equity Funds, Inc. | IEF | Mutual Fund - Parent | |
T. Rowe Price Institutional Large-Cap Core Growth Fund | LCC | Mutual Fund - Series | |
T. Rowe Price Institutional Large-Cap Growth Fund | LCG | Mutual Fund - Series | |
T. Rowe Price Institutional Large-Cap Value Fund | LCV | Mutual Fund - Series | |
T. Rowe Price Institutional Mid-Cap Equity Growth Fund | MCE | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Institutional Small-Cap Stock Fund | SCI | Mutual Fund - Series | |
T. Rowe Price Institutional U.S. Structured Research Fund | IRF | Mutual Fund - Series | |
T. Rowe Price Institutional Income Funds, Inc. | IINCF | Mutual Fund - Parent | |
T. Rowe Price Institutional Core Plus Fund | ICP | Mutual Fund - Series | |
T. Rowe Price Institutional Credit Opportunities Fund | ICO | Mutual Fund - Series | |
T. Rowe Price Institutional Floating Rate Fund | IFR | Mutual Fund - Series | |
T. Rowe Price Institutional Global Multi-Sector Bond Fund | IGM | Mutual Fund - Series | |
T. Rowe Price Institutional High Yield Fund | HYI | Mutual Fund - Series | |
T. Rowe Price Institutional Long Duration Credit Fund | LDC | Mutual Fund - Series | |
T. Rowe Price Institutional International Funds, Inc. | IIF | Mutual Fund - Parent | |
T. Rowe Price Institutional Africa & Middle East Fund | IAM | Mutual Fund - Series | |
T. Rowe Price Institutional Emerging Markets Bond Fund | IEB | Mutual Fund - Series | |
T. Rowe Price Institutional Emerging Markets Equity Fund | IEM | Mutual Fund - Series | |
T. Rowe Price Institutional Frontier Markets Equity Fund | IFM | Mutual Fund - Series | |
T. Rowe Price Institutional Global Focused Growth Equity Fund | IGE | Mutual Fund - Series | |
T. Rowe Price Institutional Global Growth Equity Fund | IGL | Mutual Fund - Series | |
T. Rowe Price Institutional Global Value Equity Fund | IGV | Mutual Fund - Series | |
T. Rowe Price Institutional International Bond Fund | IIB | Mutual Fund - Series | |
T. Rowe Price Institutional International Concentrated Equity Fund | ICE | Mutual Fund - Series | |
T. Rowe Price Institutional International Core Equity Fund | IIC | Mutual Fund - Series | |
T. Rowe Price Institutional International Growth Equity Fund | FEF | Mutual Fund - Series | |
T. Rowe Price Intermediate Tax-Free High Yield Fund, Inc. | ITF | Mutual Fund - Parent | |
T. Rowe Price International Funds, Inc. | PIF | Mutual Fund - Parent |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Africa & Middle East Fund | AME | Mutual Fund - Series | |
T. Rowe Price Asia Opportunities Fund | AOF | Mutual Fund - Series | |
T. Rowe Price Emerging Europe Fund | EEM | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Bond Fund | EMB | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Corporate Bond Fund | EMC | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Currency Bond Fund | EML | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Stock Fund | EMS | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Value Stock Fund | EMV | Mutual Fund – Series | |
T. Rowe Price European Stock Fund | ESF | Mutual Fund - Series | |
T. Rowe Price Global Growth Stock Fund | GLE | Mutual Fund - Series | |
T. Rowe Price Global High Income Bond Fund | GHI | Mutual Fund - Series | |
T. Rowe Price Global Industrials Fund | IND | Mutual Fund - Series | |
T. Rowe Price Global Stock Fund | GLS | Mutual Fund - Series | |
T. Rowe Price Global Unconstrained Bond Fund | GUN | Mutual Fund - Series | |
T. Rowe Price International Bond Fund | IBF | Mutual Fund - Series | |
T. Rowe Price International Concentrated Equity Fund | ICN | Mutual Fund - Series | |
T. Rowe Price International Discovery Fund | IDF | Mutual Fund - Series | |
T. Rowe Price International Growth & Income Fund | IGI | Mutual Fund - Series | |
T. Rowe Price International Stock Fund | ISF | Mutual Fund - Series | |
T. Rowe Price Japan Fund | JAF | Mutual Fund - Series | |
T. Rowe Price Latin America Fund | LAM | Mutual Fund - Series | |
T. Rowe Price New Asia Fund | NAS | Mutual Fund - Series | |
T. Rowe Price Overseas Stock Fund | OSF | Mutual Fund - Series | |
T. Rowe Price International Index Fund, Inc. | IIXF | Mutual Fund - Parent | |
T. Rowe Price International Equity Index Fund | IXF | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price International Series, Inc. | INS | Mutual Fund - Parent | |
T. Rowe Price International Stock Portfolio | ISP | Mutual Fund - Series | |
T. Rowe Price Media & Telecommunications Fund, Inc. | MTF | Mutual Fund | |
T. Rowe Price Mid-Cap Growth Fund, Inc. | MCG | Mutual Fund - Parent | |
T. Rowe Price Mid-Cap Value Fund, Inc. | MCV | Mutual Fund - Parent | |
T. Rowe Price Multi-Sector Account Portfolios, Inc. | MAPS | Mutual Fund - Parent | |
T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio | EBS | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio | ELS | Mutual Fund - Series | |
T. Rowe Price Floating Rate Multi-Sector Account Portfolio | FRS | Mutual Fund - Series | |
T. Rowe Price High Yield Multi-Sector Account Portfolio | HYS | Mutual Fund - Series | |
T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio | IGS | Mutual Fund - Series | |
T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio | MBS | Mutual Fund - Series | |
T. Rowe Price New America Growth Fund | NAG | Mutual Fund - Parent | |
T. Rowe Price New Era Fund, Inc. | NEF | Mutual Fund | |
T. Rowe Price New Horizons Fund, Inc. | NHF | Mutual Fund – Parent | |
T. Rowe Price New Income Fund, Inc. | NIF | Mutual Fund – Parent | |
T. Rowe Price Personal Strategy Funds, Inc. | PER | Mutual Fund – Parent | |
T. Rowe Price Personal Strategy Balanced Fund | PSB | Mutual Fund - Series | |
T. Rowe Price Personal Strategy Growth Fund | PSG | Mutual Fund - Series | |
T. Rowe Price Personal Strategy Income Fund | PSI | Mutual Fund - Series | |
T. Rowe Price Prime Reserve Fund, Inc. | PRF | Mutual Fund | |
T. Rowe Price Real Assets Fund, Inc. | RAF | Mutual Fund – Parent |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Real Estate Fund, Inc. | REF | Mutual Fund – Parent | |
T. Rowe Price Reserve Investment Funds, Inc. | RESFDS | Mutual Fund – Parent | |
T. Rowe Price Government Reserve Investment Fund | GRS | Mutual Fund - Series | |
T. Rowe Price Reserve Investment Fund | RES | Mutual Fund - Series | |
T. Rowe Price Short-Term Government Reserve Fund | GRI | Mutual Fund – Series | |
T. Rowe Price Short-Term Reserve Fund | REI | Mutual Fund - Series | |
T. Rowe Price Science & Technology Fund, Inc. | STF | Mutual Fund – Parent | |
T. Rowe Price Short-Term Bond Fund, Inc. | STB | Mutual Fund - Parent | |
T. Rowe Price Ultra Short-Term Bond Fund | SBF | Mutual Fund - Series | |
T. Rowe Price Small-Cap Stock Fund, Inc. | SCS | Mutual Fund - Parent | |
T. Rowe Price Small-Cap Value Fund, Inc. | SCV | Mutual Fund - Parent | |
T. Rowe Price State Tax-Free Income Trust | STT | Mutual Fund - Parent | |
Georgia Tax-Free Bond Fund | GAB | Mutual Fund - Series | |
Maryland Short-Term Tax-Free Bond Fund | MDS | Mutual Fund - Series | |
Maryland Tax-Free Bond Fund | MDB | Mutual Fund - Series | |
Maryland Tax-Free Money Fund | MDM | Mutual Fund - Series | |
New Jersey Tax-Free Bond Fund | NJB | Mutual Fund - Series | |
New York Tax-Free Bond Fund | NYB | Mutual Fund - Series | |
New York Tax-Free Money Fund | NYM | Mutual Fund - Series | |
Virginia Tax-Free Bond Fund | VAB | Mutual Fund - Series | |
T. Rowe Price Summit Funds, Inc. | SIF | Mutual Fund - Parent | |
T. Rowe Price Summit Cash Reserves Fund | SCR | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Funds, Inc. | SMF | Mutual Fund - Parent | |
T. Rowe Price Summit Municipal Income Fund | SMI | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Intermediate Fund | SMT | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Summit Municipal Money Market Fund | SMM | Mutual Fund - Series | |
T. Rowe Price Tax-Efficient Funds, Inc. | TEF | Mutual Fund - Parent | |
T. Rowe Price Tax-Efficient Equity Fund | TMC | Mutual Fund - Series | |
T. Rowe Price Tax-Exempt Money Fund, Inc. | TEM | Mutual Fund | |
T. Rowe Price Tax-Free High Yield Fund, Inc. | TFH | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Income Fund, Inc. | TFI | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Short-Intermediate Fund, Inc. | TFS | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Ultra Short-Term Bond Fund | TUS | Mutual Fund - Series | |
T. Rowe Price U.S. Bond Enhanced Index Fund, Inc. | UBX | Mutual Fund | |
T. Rowe Price U.S. Large-Cap Core Fund, Inc. | LCF | Mutual Fund - Parent | |
T. Rowe Price U.S. Treasury Funds, Inc. | USTF | Mutual Fund - Parent | |
U.S. Treasury Intermediate Fund | USI | Mutual Fund - Series | |
U.S. Treasury Long-Term Fund | USL | Mutual Fund - Series | |
U.S. Treasury Money Fund | UST | Mutual Fund - Series | |
T. Rowe Price Value Fund, Inc. | VAL | Mutual Fund - Parent | |
'40 Act Registered Fund of Funds | |||
T. Rowe Price Retirement Funds, Inc. | RDF | Mutual Fund - Parent | |
T. Rowe Price Retirement 2005 Fund | RPJ | Mutual Fund - Series | |
T. Rowe Price Retirement 2010 Fund | RPA | Mutual Fund - Series | |
T. Rowe Price Retirement 2015 Fund | RPG | Mutual Fund - Series | |
T. Rowe Price Retirement 2020 Fund | RPB | Mutual Fund - Series | |
T. Rowe Price Retirement 2025 Fund | RPH | Mutual Fund - Series | |
T. Rowe Price Retirement 2030 Fund | RPC | Mutual Fund - Series | |
T. Rowe Price Retirement 2035 Fund | RPI | Mutual Fund - Series | |
T. Rowe Price Retirement 2040 Fund | RPD | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Retirement 2045 Fund | RPK | Mutual Fund - Series | |
T. Rowe Price Retirement 2050 Fund | RPL | Mutual Fund - Series | |
T. Rowe Price Retirement 2055 Fund | RPM | Mutual Fund - Series | |
T. Rowe Price Retirement 2060 Fund | RPN | Mutual Fund - Series | |
T. Rowe Price Retirement Balanced Fund | RPE | Mutual Fund - Series | |
T. Rowe Price Retirement I 2005 Fund—I Class | RBI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2010 Fund—I Class | RCI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2015 Fund—I Class | RDI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2020 Fund—I Class | RFI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2025 Fund—I Class | RGI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2030 Fund—I Class | RHI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2035 Fund—I Class | RII | Mutual Fund - Series | |
T. Rowe Price Retirement I 2040 Fund—I Class | RJI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2045 Fund—I Class | RKI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2050 Fund—I Class | RMI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2055 Fund—I Class | RNI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2060 Fund—I Class | ROI | Mutual Fund - Series | |
T. Rowe Price Retirement Balanced I Fund—I Class | RQI | Mutual Fund - Series | |
T. Rowe Price Target Retirement 2005 Fund | TRA | Mutual Fund - Series | |
T. Rowe Price Target Retirement 2010 Fund | TRB | Mutual Fund - Series | |
T. Rowe Price Target Retirement 2015 Fund | TRC | Mutual Fund - Series | |
T. Rowe Price Target Retirement 2020 Fund | TRD | Mutual Fund - Series | |
T. Rowe Price Target Retirement 2025 Fund | TRE | Mutual Fund - Series | |
T. Rowe Price Target Retirement 2030 Fund | TRG | Mutual Fund - Series | |
T. Rowe Price Target Retirement 2035 Fund | TRH | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Target Retirement 2040 Fund | TRJ | Mutual Fund - Series | |
T. Rowe Price Target Retirement 2045 Fund | TRL | Mutual Fund - Series | |
T. Rowe Price Target Retirement 2050 Fund | TRM | Mutual Fund - Series | |
T. Rowe Price Target Retirement 2055 Fund | TRN | Mutual Fund - Series | |
T. Rowe Price Target Retirement 2060 Fund | TRO | Mutual Fund - Series | |
T. Rowe Price Spectrum Fund, Inc. | SPC | Mutual Fund - Parent | |
Spectrum Growth Fund | SPG | Mutual Fund - Series | |
Spectrum Income Fund | SPI | Mutual Fund - Series | |
Spectrum International Fund | SPF | Mutual Fund - Series |
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SCHEDULE I
Schedule of Services
All services provided in this Schedule of Services are subject to the review and approval of the appropriate Fund officers, Fund counsel and accountants of each Fund, as may be applicable. The services included on this Schedule of Services may be provided by BNY Mellon or a BNY Mellon Affiliate, collectively referred to herein as “BNY Mellon”. Additionally, the services provided shall comply with generally accepted accounting principles, regulatory requirements and/or such TRP policies and Instructions as applicable.
VALUATION SUPPORT AND COMPUTATION ACCOUNTING SERVICES
BNY Mellon shall provide the following valuation support and computation accounting services for each Fund:
Journalize investment, capital share and income and expense activities;
Maintain individual ledgers for investment securities;
Maintain historical tax lots for each security;
Corporate action processing as more fully set forth in the SLDs;
Reconcile cash and investment balances of each Fund with the Fund’s custodian or other counterparties as applicable;
Provide a Fund’s investment adviser, as applicable, with the cash balance available for investment purposes at start-of-day and upon request, as agreed by the parties;
Calculate capital gains and losses;
Calculate daily distribution rate per share;
Determine net income;
Obtain security market quotes and currency exchange rates from pricing services approved by a Fund’s investment adviser, or if such quotes are unavailable, then obtain such prices from the Fund’s investment adviser, and in either case, calculate the market value of each Fund’s investments in accordance with the Fund's valuation policies or guidelines; provided, however, that BNY Mellon shall not under any circumstances be under a duty to independently price or value any of the Fund's investments, including securities lending related cash collateral investments (with the exception of the services provided hereunder to Funds utilized for such cash collateral investments), itself or to confirm or validate any information or valuation provided by the investment adviser or any other pricing source, nor shall BNY Mellon have any liability relating to inaccuracies or otherwise with respect to such information or valuations; notwithstanding the foregoing, BNY Mellon shall follow the established
51
procedures and controls to identify exceptions, tolerance breaches, etc. and to research and resolve or escalate any pricing inaccuracies;
Application of the established automated price validation rules against prices received from third party vendors and review of exceptions as identified;
Calculate Net Asset Value in the manner specified in the Fund’s Offering Materials (which, for the service described herein, shall include the Fund’s Net Asset Value error policy);
Calculate Accumulated Unit Values (“AUV”) for select funds as mutually agreed upon between the parties;
Transmit or make available a copy of the daily portfolio valuation to a Fund’s investment adviser;
Calculate yields, portfolio dollar-weighted average maturity and dollar-weighted average life as applicable; and
Calculate portfolio turnover rate for inclusion in the annual and semi-annual shareholder reports.
For money market funds, obtain security market quotes and calculate the market-value Net Asset Value in accordance with the Fund’s valuation policies and guidelines at such times and frequencies as required by regulation and/or instruction from TRP.
FINANCIAL REPORTING; MONEY MARKET FUND SERVICES
BNY Mellon shall provide the following financial reporting services for each Fund:
Financial Statement Preparation & Review
· Prepare the Fund’s annual and semi-annual shareholder reports2 for shareholder delivery and for inclusion in Form N-CSR;
· Prepare the Fund’s fiscal quarterly schedule of portfolio holdings for inclusion in Form N-Q;
2 Requires “Typesetting Services” as described herein.
· Prepare, circulate and maintain the Fund’s financial reporting production calendar and track status of reporting cycles;
· Coordinate N-SAR surveys; prepare and file (or coordinate the filing of) the Fund’s Form N-SAR; and
· Prepare and coordinate the filing of the Fund’s monthly website files and Form N-MFP, as applicable to money market funds.
Typesetting Services
· Create financial compositions for the applicable financial report and related EDGAR files;
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· Maintain country codes, industry class codes, security class codes and state codes;
· Map individual general ledger accounts into master accounts to be displayed in the applicable financial reports;
· Create components that will specify the proper grouping and sorting for display of portfolio information;
· Create components that will specify the proper calculation and display of financial data required for each applicable financial report (except for identified manual entries, which BNY Mellon will enter);
· Process, convert and load security and general ledger data;
· Include data in financial reports provided from external parties to BNY Mellon which includes, but is not limited to: shareholder letters, “Management Discussion and Analysis” commentary, notes on performance, form of notes to financials, report of independent auditors, Fund management listing, service providers listing and Fund spectrums;
· Generate financial reports using the Vendor’s capabilities which include the following:
o table of contents;
o schedules of investments;
o statement of net assets;
o statements of assets and liabilities;
o statements of operation;
o statements of changes;
o statements of cash flows;
o financial highlights;
o notes to financial statements;
o report of independent registered public accounting firm;
o tax information; and
o additional Fund information as mutually agreed in writing between BNY Mellon and a Fund.
· Unless mutually agreed in writing between BNY Mellon and a Fund, solely with respect to typesetting services, BNY Mellon will use the same layout and format for every successive reporting period for the typeset reports. At the request of a Fund and upon the mutual written agreement of BNY Mellon and the Fund as to the scope of any changes and additional compensation of BNY Mellon, BNY Mellon will, or will cause the Vendor to, change the format or layout of reports from time to time.
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Money Market Fund Services
· Prepare, on a monthly basis, Form N-MFP, subject to BNY Mellon’s timely receipt of all necessary information related thereto;
· Prepare, on a monthly basis, an electronic file of the portfolio holdings information required by Rule 2a-7(c)(12) promulgated under the 1940 Act for public website disclosure, subject to BNY Mellon’s timely receipt of all necessary information related thereto;
· File Form N-MFP with the SEC; and
· Provide the electronic file of the portfolio holdings information to the Fund or, at the Fund’s written direction, to an identified third party.
· Neither BNY Mellon nor the Vendor, in connection with a particular Money Market Fund Services report, will: (i) access, post reports to or perform any service on a Fund’s website; or (ii) prepare, provide or generate any reports, forms or files not specifically agreed to by BNY Mellon in advance.
· The applicable Fund acknowledges that it shall be responsible for the retention of any Money Market Fund Services reports in accordance with Rule 2a-7 promulgated under the 1940 Act or any other applicable rule or regulation.
· Unless mutually agreed in writing between BNY Mellon and a Fund, solely with respect to typesetting of the money market fund services, BNY Mellon will use the same layout and format for every successive reporting period for the Money Market Fund Services reports. At the request of a Fund and upon the mutual written agreement of BNY Mellon and the Fund as to the scope of any changes and additional compensation of BNY Mellon, BNY Mellon will, or will cause the Vendor to, customize Money Market Fund Services reports from time to time.
· Assist with the preparation and filing with the SEC of Form N-CR as requested by the Fund or Adviser.
TAX SUPPORT SERVICES
BNY Mellon shall provide the following tax support services for each Fund:
Provide various data and reports as agreed upon in the SLDs to support TRP’s tax reporting and tax filing obligations, including:
· Wash sales reporting;
· QDI reporting;
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· DRD reporting;
· PFIC analysis;
· Straddle analysis;
· Paydown adjustments;
· Equalization debit adjustments
· Tax compliance under §851, §817(h);
· Foreign bond sale analysis (§988);
· Troubled debt analysis;
· Estimation of income for excise tax purposes;
· Swap analysis;
· Inflation adjustments;
· §1256 adjustments;
· Market discount analysis;
· OID adjustments;
· CPDI analysis;
· Shareholder tax reporting information (e.g. FTC, UGG income, foreign source income by country, exempt income by state);
Provide data, and reports based on such data, maintained by BNY Mellon on its fund accounting platform as reasonably requested by TRP to support TRP’s obligations to comply with requests from tax authorities and TRP’s tax reporting and tax filing obligations.
Assist with other tax-related data needs as mutually agreed upon in writing from time-to-time.
FUND ADMINISTRATION SERVICES
BNY Mellon shall provide the following fund administration services for each Fund, Series and class:
Calculate Fund approved income and per share amounts required for periodic distributions to be made by the applicable Fund, Series or class;
Coordinate a Fund’s annual audit and respond timely and completely to related requests;
Cooperate with each Fund’s independent auditors;
Supply various normal and customary portfolio and Fund statistical data as requested on an ongoing basis; and
55
If the chief executive officer or chief financial officer of a Fund is required to provide a certification as part of the Fund’s Form N-Q or Form N-CSR filing pursuant to regulations promulgated by the SEC under Section 302 of the Sarbanes-Oxley Act of 2002, provide a sub-certification in support of certain matters set forth in the aforementioned certification. Such sub-certification is to be in such form and relating to such matters as reasonably agreed to by BNY Mellon in advance. BNY Mellon shall be required to provide the sub-certification only during the term of this Agreement with respect to the applicable Fund or Series and only if it receives such cooperation as it may request to perform its investigations with respect to the sub-certification. For clarity, the sub-certification is not itself a certification under the Sarbanes-Oxley Act of 2002 or under any other law, rule or regulation.
REGULATORY ADMINISTRATION SERVICES
BNY Mellon shall provide the following regulatory administration services for each Fund and Series:
Assist the Fund in responding to SEC examination requests by providing requested documents in the possession of BNY Mellon that are on the SEC examination request list and by making employees responsible for providing services available to regulatory authorities having jurisdiction over the performance of such services as may be required or reasonably requested by such regulatory authorities;
Assist with and/or coordinate such other filings, notices and regulatory matters and other due diligence requests or requests for proposal on such terms and conditions as BNY Mellon and the applicable Fund on behalf of itself and its Series may mutually agree upon in writing from time to time; and
38a-1 Compliance Support Services:
· Provide compliance policies and procedures related to services provided by BNY Mellon and, if mutually agreed, certain of the BNY Mellon Affiliates; summary procedures thereof; and periodic certification letters.
· Such Compliance Support Services are administrative in nature and do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a Fund or any other person, and such services are subject to review and approval by the applicable Fund and by the Fund’s legal counsel.
· Provide access to Fund records so as to permit the Fund or TRP to test the performance of BNY Mellon in providing the services under this Agreement.
· Such Compliance Support Services performed by BNY Mellon under this Agreement shall be at the request and direction of the Fund and/or its chief compliance officer (the “Fund’s CCO”), as applicable. BNY Mellon disclaims liability to the Fund, and the
56
Fund is solely responsible, for the selection, qualifications and performance of the Fund’s CCO and the adequacy and effectiveness of the Fund’s compliance program.
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AMENDMENT
NO. 1
TO
Fund Accounting Agreement
This Amendment No. 1 (this “Amendment”) is made and entered into effective as of December 9, 2015 (“Amendment Effective Date”) by and between each Fund listed on amended Exhibit A (each a “Fund” or collectively the “Funds”), attached hereto as attachment A, T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office located at 100 E. Pratt Street, Baltimore, Maryland 21202 (“TRP”) and THE BANK OF NEW YORK MELLON, a bank organized under the Laws of the State of New York, having its principal office located at 255 Liberty Street, New York, New York 10286 (“BNY Mellon”).
WHEREAS, each Fund, TRP, and BNY Mellon have entered into a Fund Accounting Agreement, dated as of August 1, 2015 (the “Fund Accounting Agreement”); and
WHEREAS, each Fund, TRP, and BNY Mellon desire to amend the Fund Accounting Agreement to reflect certain changes as set forth in this Amendment.
NOW, THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, intending to be legally bound, each Fund, TRP, and BNY Mellon hereby agree as follows:
1. DEFINITIONS
Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Fund Accounting Agreement.
2. AMENDED EXHIBIT A
The Fund Accounting Agreement is hereby amended by replacing Exhibit A, in its entirety, with the amended Exhibit A, attached hereto as Attachment A, by adding T.
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Rowe Price Mid-Cap Index Fund and T. Rowe Price Small-Cap Index Fund on behalf of T. Rowe Price Index Trust, Inc.; by changing the name of T. Rowe Price Inflation Focused Bond Fund, Inc. to T. Rowe Price Limited Duration Inflation Focused Bond Fund, Inc.; and by changing the Entity Type from Mutual Fund to Mutual Fund—Parent for the T. Rowe Price Balanced Fund, Inc., T. Rowe Price Corporate Income Fund, Inc., T. Rowe Price Inflation Protected Bond Fund, Inc., T. Rowe Price Limited Duration Inflation Focused Bond Fund, Inc. and T. Rowe Price New Era Fund, Inc.
3. AMENDED ADDRESS FOR BNY MELLON
All references to BNY Mellon’s address at One Wall Street, New York, New York 10286 are hereby replaced with 255 Liberty Street, New York, New York 10286.
4. EFFECT ON FUND ACCOUNTING AGREEMENT
In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.
5. GOVERNING LAW
The laws of the State of New York and the federal laws of the United States applicable therein shall govern, construe, and enforce all of the rights, duties, and obligations arising out of or related in any manner to, the subject matter of this Amendment, notwithstanding any conflict of laws principles.
6. COUNTERPARTS/FACSIMILE
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. This Amendment may also be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.
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IN WITNESS WHEREOF, each Fund, TRP, and BNY Mellon have executed
or caused this Amendment to be executed as of the Amendment Effective Date by its duly authorized representative.
T. ROWE PRICE ASSOCIATES, INC. | THE BANK OF NEW YORK MELLON |
By: /s/ David Oestreicher | By: /s/ James E. Cecere |
Name: David Oestreicher | Name: James E. Cecere |
Title: Vice President | Title: Managing Director |
Date: 12/17/2015 | Date: 1/8/2016 |
On behalf of each Fund listed in Amended Exhibit A By: /s/ Darrell N. Braman | |
Name: Darrell N. Braman | |
Title: Vice President | |
Date: 12/17/2015 |
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ATTACHMENT A
Amended Exhibit A
Mutual Fund Entity Name | Reference ID | Entity Type | |
‘40 Act Registered Funds |
|
| |
T. Rowe Price Balanced Fund, Inc. | BAL | Mutual Fund - Parent | |
T. Rowe Price Blue Chip Growth Fund, Inc. | BCG | Mutual Fund - Parent | |
T. Rowe Price California Tax-Free Income Trust | CAT | Mutual Fund - Parent | |
California Tax-Free Bond Fund | CAB | Mutual Fund - Series | |
California Tax-Free Money Fund | CAM | Mutual Fund - Series | |
T. Rowe Price Capital Appreciation Fund | CAF | Mutual Fund - Parent | |
T. Rowe Price Capital Opportunity Fund, Inc. | COF | Mutual Fund - Parent | |
T. Rowe Price Corporate Income Fund, Inc. | CIF | Mutual Fund - Parent | |
T. Rowe Price Credit Opportunities Fund, Inc. | CRO | Mutual Fund - Parent | |
T. Rowe Price Diversified Mid-Cap Growth Fund, Inc. | DMG | Mutual Fund | |
T. Rowe Price Diversified Small-Cap Growth Fund, Inc. | DSG | Mutual Fund | |
T. Rowe Price Dividend Growth Fund, Inc. | DGF | Mutual Fund - Parent | |
T. Rowe Price Equity Income Fund | EIF | Mutual Fund - Parent | |
T. Rowe Price Equity Series, Inc. | EQS | Mutual Fund - Parent | |
T. Rowe Price Blue Chip Growth Portfolio | BCP | Mutual Fund - Series | |
T. Rowe Price Equity Income Portfolio | EIP | Mutual Fund - Series | |
T. Rowe Price Equity Index 500 Portfolio | EXP | Mutual Fund - Series | |
T. Rowe Price Health Sciences Portfolio | HSP | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Growth Portfolio | MGP | Mutual Fund - Series | |
T. Rowe Price New America Growth Portfolio | NAP | Mutual Fund - Series | |
T. Rowe Price Personal Strategy Balanced Portfolio | PSP | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Financial Services Fund, Inc. | FSF | Mutual Fund | |
T. Rowe Price Fixed Income Series, Inc. | FIS | Mutual Fund - Parent | |
T. Rowe Price Limited-Term Bond Portfolio | LTP | Mutual Fund - Series | |
T. Rowe Price Prime Reserve Portfolio | PRP | Mutual Fund - Series | |
T. Rowe Price Floating Rate Fund, Inc. | FRI | Mutual Fund - Parent | |
T. Rowe Price Global Allocation Fund, Inc. | GAF | Mutual Fund - Parent | |
T. Rowe Price Global Multi-Sector Bond Fund, Inc. | SNF | Mutual Fund - Parent | |
T. Rowe Price Global Real Estate Fund, Inc. | GRE | Mutual Fund - Parent | |
T. Rowe Price Global Technology Fund, Inc. | GTF | Mutual Fund | |
T. Rowe Price GNMA Fund | GMA | Mutual Fund | |
T. Rowe Price Growth & Income Fund, Inc. | GIF | Mutual Fund | |
T. Rowe Price Growth Stock Fund, Inc. | GSF | Mutual Fund - Parent | |
T. Rowe Price Health Sciences Fund, Inc. | HSF | Mutual Fund | |
T. Rowe Price High Yield Fund, Inc. | HYF | Mutual Fund - Parent | |
T. Rowe Price Index Trust, Inc. | INDX | Mutual Fund - Parent | |
T. Rowe Price Equity Index 500 Fund | EXF | Mutual Fund - Series | |
T. Rowe Price Extended Equity Market Index Fund | XMX | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Index Fund | MCX | Mutual Fund - Series | |
T. Rowe Price Small-Cap Index Fund | SCX | Mutual Fund - Series | |
T. Rowe Price Total Equity Market Index Fund | TMX | Mutual Fund - Series | |
T. Rowe Price Inflation Protected Bond Fund, Inc. | IPB | Mutual Fund - Parent | |
T. Rowe Price Institutional Equity Funds, Inc. | IEF | Mutual Fund - Parent | |
T. Rowe Price Institutional Large-Cap Core Growth Fund | LCC | Mutual Fund - Series | |
T. Rowe Price Institutional Large-Cap Growth Fund | LCG | Mutual Fund - Series | |
T. Rowe Price Institutional Large-Cap Value Fund | LCV | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Institutional Mid-Cap Equity Growth Fund | MCE | Mutual Fund - Series | |
T. Rowe Price Institutional Small-Cap Stock Fund | SCI | Mutual Fund - Series | |
T. Rowe Price Institutional U.S. Structured Research Fund | IRF | Mutual Fund - Series | |
T. Rowe Price Institutional Income Funds, Inc. | IINCF | Mutual Fund - Parent | |
T. Rowe Price Institutional Core Plus Fund | ICP | Mutual Fund - Series | |
T. Rowe Price Institutional Credit Opportunities Fund | ICO | Mutual Fund - Series | |
T. Rowe Price Institutional Floating Rate Fund | IFR | Mutual Fund - Series | |
T. Rowe Price Institutional Global Multi-Sector Bond Fund | IGM | Mutual Fund - Series | |
T. Rowe Price Institutional High Yield Fund | HYI | Mutual Fund - Series | |
T. Rowe Price Institutional Long Duration Credit Fund | LDC | Mutual Fund - Series | |
T. Rowe Price Institutional International Funds, Inc. | IIF | Mutual Fund - Parent | |
T. Rowe Price Institutional Africa & Middle East Fund | IAM | Mutual Fund - Series | |
T. Rowe Price Institutional Emerging Markets Bond Fund | IEB | Mutual Fund - Series | |
T. Rowe Price Institutional Emerging Markets Equity Fund | IEM | Mutual Fund - Series | |
T. Rowe Price Institutional Frontier Markets Equity Fund | IFM | Mutual Fund - Series | |
T. Rowe Price Institutional Global Focused Growth Equity Fund | IGE | Mutual Fund - Series | |
T. Rowe Price Institutional Global Growth Equity Fund | IGL | Mutual Fund - Series | |
T. Rowe Price Institutional Global Value Equity Fund | IGV | Mutual Fund - Series | |
T. Rowe Price Institutional International Bond Fund | IIB | Mutual Fund - Series | |
T. Rowe Price Institutional International Concentrated Equity Fund | ICE | Mutual Fund - Series | |
T. Rowe Price Institutional International Core Equity Fund | IIC | Mutual Fund - Series | |
T. Rowe Price Institutional International Growth Equity Fund | FEF | Mutual Fund - Series | |
T. Rowe Price Intermediate Tax-Free High Yield Fund, Inc. | ITF | Mutual Fund - Parent |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price International Funds, Inc. | PIF | Mutual Fund - Parent | |
T. Rowe Price Africa & Middle East Fund | AME | Mutual Fund - Series | |
T. Rowe Price Asia Opportunities Fund | AOF | Mutual Fund - Series | |
T. Rowe Price Emerging Europe Fund | EEM | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Bond Fund | EMB | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Corporate Bond Fund | EMC | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Currency Bond Fund | EML | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Stock Fund | EMS | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Value Stock Fund | EMV | Mutual Fund - Series | |
T. Rowe Price European Stock Fund | ESF | Mutual Fund - Series | |
T. Rowe Price Global Growth Stock Fund | GLE | Mutual Fund - Series | |
T. Rowe Price Global High Income Bond Fund | GHI | Mutual Fund - Series | |
T. Rowe Price Global Industrials Fund | IND | Mutual Fund - Series | |
T. Rowe Price Global Stock Fund | GLS | Mutual Fund - Series | |
T. Rowe Price Global Unconstrained Bond Fund | GUN | Mutual Fund - Series | |
T. Rowe Price International Bond Fund | IBF | Mutual Fund - Series | |
T. Rowe Price International Concentrated Equity Fund | ICN | Mutual Fund - Series | |
T. Rowe Price International Discovery Fund | IDF | Mutual Fund - Series | |
T. Rowe Price International Growth & Income Fund | IGI | Mutual Fund - Series | |
T. Rowe Price International Stock Fund | ISF | Mutual Fund - Series | |
T. Rowe Price Japan Fund | JAF | Mutual Fund - Series | |
T. Rowe Price Latin America Fund | LAM | Mutual Fund - Series | |
T. Rowe Price New Asia Fund | NAS | Mutual Fund - Series | |
T. Rowe Price Overseas Stock Fund | OSF | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price International Index Fund, Inc. | IIXF | Mutual Fund - Parent | |
T. Rowe Price International Equity Index Fund | IXF | Mutual Fund - Series | |
T. Rowe Price International Series, Inc. | INS | Mutual Fund - Parent | |
T. Rowe Price International Stock Portfolio | ISP | Mutual Fund - Series | |
T. Rowe Price Limited Duration Inflation Focused Bond Fund, Inc. | STI | Mutual Fund - Parent | |
T. Rowe Price Media & Telecommunications Fund, Inc. | MTF | Mutual Fund | |
T. Rowe Price Mid-Cap Growth Fund, Inc. | MCG | Mutual Fund - Parent | |
T. Rowe Price Mid-Cap Value Fund, Inc. | MCV | Mutual Fund - Parent | |
T. Rowe Price Multi-Sector Account Portfolios, Inc. | MAPS | Mutual Fund - Parent | |
T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio | EBS | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio | ELS | Mutual Fund - Series | |
T. Rowe Price Floating Rate Multi-Sector Account Portfolio | FRS | Mutual Fund - Series | |
T. Rowe Price High Yield Multi-Sector Account Portfolio | HYS | Mutual Fund - Series | |
T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio | IGS | Mutual Fund - Series | |
T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio | MBS | Mutual Fund - Series | |
T. Rowe Price New America Growth Fund | NAG | Mutual Fund - Parent | |
T. Rowe Price New Era Fund, Inc. | NEF | Mutual Fund - Parent | |
T. Rowe Price New Horizons Fund, Inc. | NHF | Mutual Fund - Parent | |
T. Rowe Price New Income Fund, Inc. | NIF | Mutual Fund - Parent | |
T. Rowe Price Personal Strategy Funds, Inc. | PER | Mutual Fund - Parent | |
T. Rowe Price Personal Strategy Balanced Fund | PSB | Mutual Fund - Series | |
T. Rowe Price Personal Strategy Growth Fund | PSG | Mutual Fund - Series | |
T. Rowe Price Personal Strategy Income Fund | PSI | Mutual Fund - Series | |
T. Rowe Price Prime Reserve Fund, Inc. | PRF | Mutual Fund |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Real Assets Fund, Inc. | RAF | Mutual Fund - Parent | |
T. Rowe Price Real Estate Fund, Inc. | REF | Mutual Fund - Parent | |
T. Rowe Price Reserve Investment Funds, Inc. | RESFDS | Mutual Fund - Parent | |
T. Rowe Price Government Reserve Investment Fund | GRS | Mutual Fund - Series | |
T. Rowe Price Reserve Investment Fund | RES | Mutual Fund - Series | |
T. Rowe Price Short-Term Government Reserve Fund | GRI | Mutual Fund - Series | |
T. Rowe Price Short-Term Reserve Fund | REI | Mutual Fund - Series | |
T. Rowe Price Science & Technology Fund, Inc. | STF | Mutual Fund - Parent | |
T. Rowe Price Short-Term Bond Fund, Inc. | STB | Mutual Fund - Parent | |
T. Rowe Price Ultra Short-Term Bond Fund | SBF | Mutual Fund - Series | |
T. Rowe Price Small-Cap Stock Fund, Inc. | SCS | Mutual Fund - Parent | |
T. Rowe Price Small-Cap Value Fund, Inc. | SCV | Mutual Fund - Parent | |
T. Rowe Price State Tax-Free Income Trust | STT | Mutual Fund - Parent | |
Georgia Tax-Free Bond Fund | GAB | Mutual Fund - Series | |
Maryland Short-Term Tax-Free Bond Fund | MDS | Mutual Fund - Series | |
Maryland Tax-Free Bond Fund | MDB | Mutual Fund - Series | |
Maryland Tax-Free Money Fund | MDM | Mutual Fund - Series | |
New Jersey Tax-Free Bond Fund | NJB | Mutual Fund - Series | |
New York Tax-Free Bond Fund | NYB | Mutual Fund - Series | |
New York Tax-Free Money Fund | NYM | Mutual Fund - Series | |
Virginia Tax-Free Bond Fund | VAB | Mutual Fund - Series | |
T. Rowe Price Summit Funds, Inc. | SIF | Mutual Fund - Parent | |
T. Rowe Price Summit Cash Reserves Fund | SCR | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Funds, Inc. | SMF | Mutual Fund - Parent | |
T. Rowe Price Summit Municipal Income Fund | SMI | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Summit Municipal Intermediate Fund | SMT | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Money Market Fund | SMM | Mutual Fund - Series | |
T. Rowe Price Tax-Efficient Funds, Inc. | TEF | Mutual Fund - Parent | |
T. Rowe Price Tax-Efficient Equity Fund | TMC | Mutual Fund - Series | |
T. Rowe Price Tax-Exempt Money Fund, Inc. | TEM | Mutual Fund | |
T. Rowe Price Tax-Free High Yield Fund, Inc. | TFH | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Income Fund, Inc. | TFI | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Short-Intermediate Fund, Inc. | TFS | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Ultra Short-Term Bond Fund | TUS | Mutual Fund - Series | |
T. Rowe Price U.S. Bond Enhanced Index Fund, Inc. | UBX | Mutual Fund | |
T. Rowe Price U.S. Large-Cap Core Fund, Inc. | LCF | Mutual Fund - Parent | |
T. Rowe Price U.S. Treasury Funds, Inc. | USTF | Mutual Fund - Parent | |
U.S. Treasury Intermediate Fund | USI | Mutual Fund - Series | |
U.S. Treasury Long-Term Fund | USL | Mutual Fund - Series | |
U.S. Treasury Money Fund | UST | Mutual Fund - Series | |
T. Rowe Price Value Fund, Inc. | VAL | Mutual Fund - Parent | |
'40 Act Registered Fund of Funds | |||
T. Rowe Price Retirement Funds, Inc. | RDF | Mutual Fund - Parent | |
T. Rowe Price Retirement 2005 Fund | RPJ | Mutual Fund - Series | |
T. Rowe Price Retirement 2010 Fund | RPA | Mutual Fund - Series | |
T. Rowe Price Retirement 2015 Fund | RPG | Mutual Fund - Series | |
T. Rowe Price Retirement 2020 Fund | RPB | Mutual Fund - Series | |
T. Rowe Price Retirement 2025 Fund | RPH | Mutual Fund - Series | |
T. Rowe Price Retirement 2030 Fund | RPC | Mutual Fund - Series | |
T. Rowe Price Retirement 2035 Fund | RPI | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Retirement 2040 Fund | RPD | Mutual Fund - Series | |
T. Rowe Price Retirement 2045 Fund | RPK | Mutual Fund - Series | |
T. Rowe Price Retirement 2050 Fund | RPL | Mutual Fund - Series | |
T. Rowe Price Retirement 2055 Fund | RPM | Mutual Fund - Series | |
T. Rowe Price Retirement 2060 Fund | RPN | Mutual Fund - Series | |
T. Rowe Price Retirement Balanced Fund | RPE | Mutual Fund - Series | |
T. Rowe Price Retirement I 2005 Fund—I Class | RBI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2010 Fund—I Class | RCI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2015 Fund—I Class | RDI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2020 Fund—I Class | RFI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2025 Fund—I Class | RGI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2030 Fund—I Class | RHI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2035 Fund—I Class | RII | Mutual Fund - Series | |
T. Rowe Price Retirement I 2040 Fund—I Class | RJI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2045 Fund—I Class | RKI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2050 Fund—I Class | RMI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2055 Fund—I Class | RNI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2060 Fund—I Class | ROI | Mutual Fund - Series | |
T. Rowe Price Retirement Balanced I Fund—I Class | RQI | Mutual Fund - Series | |
T. Rowe Price Target Retirement 2005 Fund | TRA | Mutual Fund - Series | |
T. Rowe Price Target Retirement 2010 Fund | TRB | Mutual Fund - Series | |
T. Rowe Price Target Retirement 2015 Fund | TRC | Mutual Fund - Series | |
T. Rowe Price Target Retirement 2020 Fund | TRD | Mutual Fund - Series | |
T. Rowe Price Target Retirement 2025 Fund | TRE | Mutual Fund - Series | |
T. Rowe Price Target Retirement 2030 Fund | TRG | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Target Retirement 2035 Fund | TRH | Mutual Fund - Series | |
T. Rowe Price Target Retirement 2040 Fund | TRJ | Mutual Fund - Series | |
T. Rowe Price Target Retirement 2045 Fund | TRL | Mutual Fund - Series | |
T. Rowe Price Target Retirement 2050 Fund | TRM | Mutual Fund - Series | |
T. Rowe Price Target Retirement 2055 Fund | TRN | Mutual Fund - Series | |
T. Rowe Price Target Retirement 2060 Fund | TRO | Mutual Fund - Series | |
T. Rowe Price Spectrum Fund, Inc. | SPC | Mutual Fund - Parent | |
Spectrum Growth Fund | SPG | Mutual Fund - Series | |
Spectrum Income Fund | SPI | Mutual Fund - Series | |
Spectrum International Fund | SPF | Mutual Fund - Series |
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AMENDMENT
NO. 2
TO
Fund Accounting Agreement
This Amendment No. 2 (this “Amendment”) is made and entered into effective as of February 23, 2016 (“Amendment Effective Date”) by and between each Fund listed on amended Exhibit A (each a “Fund” or collectively the “Funds”), attached hereto as attachment A, T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office located at 100 E. Pratt Street, Baltimore, Maryland 21202 (“TRP”) and THE BANK OF NEW YORK MELLON, a bank organized under the Laws of the State of New York, having its principal office located at 255 Liberty Street, New York, New York 10286 (“BNY Mellon”).
WHEREAS, each Fund, TRP, and BNY Mellon have entered into a Fund Accounting Agreement, dated as of August 1, 2015 (the “Fund Accounting Agreement”); and
WHEREAS, each Fund, TRP, and BNY Mellon desire to amend the Fund Accounting Agreement to reflect certain changes as set forth in this Amendment.
NOW, THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, intending to be legally bound, each Fund, TRP, and BNY Mellon hereby agree as follows:
1. DEFINITIONS
Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Fund Accounting Agreement.
2. AMENDED EXHIBIT A
The Fund Accounting Agreement is hereby amended by replacing Exhibit A, in its entirety, with the amended Exhibit A, attached hereto as Attachment A,
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by changing the name of the T. Rowe Price Diversified Small-Cap Growth Fund, Inc. corporation to T. Rowe Price Quantitative Management Funds, Inc.; by changing the Entity Type of T. Rowe Price Quantitative Management Funds, Inc. to Mutual Fund - Parent; by changing the name of the T. Rowe Price Diversified Small-Cap Growth Fund series to T. Rowe Price QM U.S. Small-Cap Growth Equity Fund; by adding T. Rowe Price QM Global Equity Fund, T. Rowe Price QM U.S. Small & Mid-Cap Core Equity Fund, and T. Rowe Price QM U.S. Value Equity Fund as Mutual Fund – Series of the T. Rowe Price Quantitative Management Funds, Inc.; by changing the Entity Type of the T. Rowe Price Health Sciences Fund, Inc. to Mutual Fund – Parent; by changing the Entity Type of the T. Rowe Price Media & Telecommunications Fund, Inc. to Mutual Fund – Parent; and by removing “Retirement” from the names of the T. Rowe Price Target Retirement Funds series.
3. EFFECT ON FUND ACCOUNTING AGREEMENT
In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.
4. GOVERNING LAW
The laws of the State of New York and the federal laws of the United States applicable therein shall govern, construe, and enforce all of the rights, duties, and obligations arising out of or related in any manner to, the subject matter of this Amendment, notwithstanding any conflict of laws principles.
5. COUNTERPARTS/FACSIMILE
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. This Amendment may
71
also be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.
IN WITNESS WHEREOF, each Fund, TRP, and BNY Mellon have executed or caused this Amendment to be executed as of the Amendment Effective Date by its duly authorized representative.
72
THE BANK OF NEW YORK MELLON |
By: /s/Don Brophy |
Name: Don Brophy |
Title: Vice President |
Date: 2/26/16 |
73
T. ROWE PRICE ASSOCIATES, INC. |
By: /s/David Oestreicher |
Name: David Oestreicher |
Title: Vice President |
Date: 1/19/16 |
74
On behalf of each Fund listed in Amended Exhibit A |
By: /s/Darrell N. Braman |
Name: Darrell N. Braman |
Title: Vice President |
Date: 1/22/16 |
75
ATTACHMENT A
Amended Exhibit A
Mutual Fund Entity Name | Reference ID | Entity Type | |
‘40 Act Registered Funds |
|
| |
T. Rowe Price Balanced Fund, Inc. | BAL | Mutual Fund - Parent | |
T. Rowe Price Blue Chip Growth Fund, Inc. | BCG | Mutual Fund - Parent | |
T. Rowe Price California Tax-Free Income Trust | CAT | Mutual Fund - Parent | |
California Tax-Free Bond Fund | CAB | Mutual Fund - Series | |
California Tax-Free Money Fund | CAM | Mutual Fund - Series | |
T. Rowe Price Capital Appreciation Fund | CAF | Mutual Fund - Parent | |
T. Rowe Price Capital Opportunity Fund, Inc. | COF | Mutual Fund - Parent | |
T. Rowe Price Corporate Income Fund, Inc. | CIF | Mutual Fund - Parent | |
T. Rowe Price Credit Opportunities Fund, Inc. | CRO | Mutual Fund - Parent | |
T. Rowe Price Diversified Mid-Cap Growth Fund, Inc. | DMG | Mutual Fund | |
T. Rowe Price Dividend Growth Fund, Inc. | DGF | Mutual Fund - Parent | |
T. Rowe Price Equity Income Fund | EIF | Mutual Fund - Parent | |
T. Rowe Price Equity Series, Inc. | EQS | Mutual Fund - Parent | |
T. Rowe Price Blue Chip Growth Portfolio | BCP | Mutual Fund - Series | |
T. Rowe Price Equity Income Portfolio | EIP | Mutual Fund - Series | |
T. Rowe Price Equity Index 500 Portfolio | EXP | Mutual Fund - Series | |
T. Rowe Price Health Sciences Portfolio | HSP | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Growth Portfolio | MGP | Mutual Fund - Series | |
T. Rowe Price New America Growth Portfolio | NAP | Mutual Fund - Series | |
T. Rowe Price Personal Strategy Balanced Portfolio | PSP | Mutual Fund - Series |
76
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Financial Services Fund, Inc. | FSF | Mutual Fund | |
T. Rowe Price Fixed Income Series, Inc. | FIS | Mutual Fund - Parent | |
T. Rowe Price Limited-Term Bond Portfolio | LTP | Mutual Fund - Series | |
T. Rowe Price Prime Reserve Portfolio | PRP | Mutual Fund - Series | |
T. Rowe Price Floating Rate Fund, Inc. | FRI | Mutual Fund - Parent | |
T. Rowe Price Global Allocation Fund, Inc. | GAF | Mutual Fund - Parent | |
T. Rowe Price Global Multi-Sector Bond Fund, Inc. | SNF | Mutual Fund - Parent | |
T. Rowe Price Global Real Estate Fund, Inc. | GRE | Mutual Fund - Parent | |
T. Rowe Price Global Technology Fund, Inc. | GTF | Mutual Fund | |
T. Rowe Price GNMA Fund | GMA | Mutual Fund | |
T. Rowe Price Growth & Income Fund, Inc. | GIF | Mutual Fund | |
T. Rowe Price Growth Stock Fund, Inc. | GSF | Mutual Fund - Parent | |
T. Rowe Price Health Sciences Fund, Inc. | HSF | Mutual Fund - Parent | |
T. Rowe Price High Yield Fund, Inc. | HYF | Mutual Fund - Parent | |
T. Rowe Price Index Trust, Inc. | INDX | Mutual Fund - Parent | |
T. Rowe Price Equity Index 500 Fund | EXF | Mutual Fund - Series | |
T. Rowe Price Extended Equity Market Index Fund | XMX | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Index Fund | MCX | Mutual Fund - Series | |
T. Rowe Price Small-Cap Index Fund | SCX | Mutual Fund - Series | |
T. Rowe Price Total Equity Market Index Fund | TMX | Mutual Fund - Series | |
T. Rowe Price Inflation Protected Bond Fund, Inc. | IPB | Mutual Fund - Parent | |
T. Rowe Price Institutional Equity Funds, Inc. | IEF | Mutual Fund - Parent | |
T. Rowe Price Institutional Large-Cap Core Growth Fund | LCC | Mutual Fund - Series | |
T. Rowe Price Institutional Large-Cap Growth Fund | LCG | Mutual Fund - Series | |
T. Rowe Price Institutional Large-Cap Value Fund | LCV | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Institutional Mid-Cap Equity Growth Fund | MCE | Mutual Fund - Series | |
T. Rowe Price Institutional Small-Cap Stock Fund | SCI | Mutual Fund - Series | |
T. Rowe Price Institutional U.S. Structured Research Fund | IRF | Mutual Fund - Series | |
T. Rowe Price Institutional Income Funds, Inc. | IINCF | Mutual Fund - Parent | |
T. Rowe Price Institutional Core Plus Fund | ICP | Mutual Fund - Series | |
T. Rowe Price Institutional Credit Opportunities Fund | ICO | Mutual Fund - Series | |
T. Rowe Price Institutional Floating Rate Fund | IFR | Mutual Fund - Series | |
T. Rowe Price Institutional Global Multi-Sector Bond Fund | IGM | Mutual Fund - Series | |
T. Rowe Price Institutional High Yield Fund | HYI | Mutual Fund - Series | |
T. Rowe Price Institutional Long Duration Credit Fund | LDC | Mutual Fund - Series | |
T. Rowe Price Institutional International Funds, Inc. | IIF | Mutual Fund - Parent | |
T. Rowe Price Institutional Africa & Middle East Fund | IAM | Mutual Fund - Series | |
T. Rowe Price Institutional Emerging Markets Bond Fund | IEB | Mutual Fund - Series | |
T. Rowe Price Institutional Emerging Markets Equity Fund | IEM | Mutual Fund - Series | |
T. Rowe Price Institutional Frontier Markets Equity Fund | IFM | Mutual Fund - Series | |
T. Rowe Price Institutional Global Focused Growth Equity Fund | IGE | Mutual Fund - Series | |
T. Rowe Price Institutional Global Growth Equity Fund | IGL | Mutual Fund - Series | |
T. Rowe Price Institutional Global Value Equity Fund | IGV | Mutual Fund - Series | |
T. Rowe Price Institutional International Bond Fund | IIB | Mutual Fund - Series | |
T. Rowe Price Institutional International Concentrated Equity Fund | ICE | Mutual Fund - Series | |
T. Rowe Price Institutional International Core Equity Fund | IIC | Mutual Fund - Series | |
T. Rowe Price Institutional International Growth Equity Fund | FEF | Mutual Fund - Series | |
T. Rowe Price Intermediate Tax-Free High Yield Fund, Inc. | ITF | Mutual Fund - Parent |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price International Funds, Inc. | PIF | Mutual Fund - Parent | |
T. Rowe Price Africa & Middle East Fund | AME | Mutual Fund - Series | |
T. Rowe Price Asia Opportunities Fund | AOF | Mutual Fund - Series | |
T. Rowe Price Emerging Europe Fund | EEM | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Bond Fund | EMB | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Corporate Bond Fund | EMC | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Currency Bond Fund | EML | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Stock Fund | EMS | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Value Stock Fund | EMV | Mutual Fund - Series | |
T. Rowe Price European Stock Fund | ESF | Mutual Fund - Series | |
T. Rowe Price Global Growth Stock Fund | GLE | Mutual Fund - Series | |
T. Rowe Price Global High Income Bond Fund | GHI | Mutual Fund - Series | |
T. Rowe Price Global Industrials Fund | IND | Mutual Fund - Series | |
T. Rowe Price Global Stock Fund | GLS | Mutual Fund - Series | |
T. Rowe Price Global Unconstrained Bond Fund | GUN | Mutual Fund - Series | |
T. Rowe Price International Bond Fund | IBF | Mutual Fund - Series | |
T. Rowe Price International Concentrated Equity Fund | ICN | Mutual Fund - Series | |
T. Rowe Price International Discovery Fund | IDF | Mutual Fund - Series | |
T. Rowe Price International Growth & Income Fund | IGI | Mutual Fund - Series | |
T. Rowe Price International Stock Fund | ISF | Mutual Fund - Series | |
T. Rowe Price Japan Fund | JAF | Mutual Fund - Series | |
T. Rowe Price Latin America Fund | LAM | Mutual Fund - Series | |
T. Rowe Price New Asia Fund | NAS | Mutual Fund - Series | |
T. Rowe Price Overseas Stock Fund | OSF | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price International Index Fund, Inc. | IIXF | Mutual Fund - Parent | |
T. Rowe Price International Equity Index Fund | IXF | Mutual Fund - Series | |
T. Rowe Price International Series, Inc. | INS | Mutual Fund - Parent | |
T. Rowe Price International Stock Portfolio | ISP | Mutual Fund - Series | |
T. Rowe Price Limited Duration Inflation Focused Bond Fund, Inc. | STI | Mutual Fund - Parent | |
T. Rowe Price Media & Telecommunications Fund, Inc. | MTF | Mutual Fund - Parent | |
T. Rowe Price Mid-Cap Growth Fund, Inc. | MCG | Mutual Fund - Parent | |
T. Rowe Price Mid-Cap Value Fund, Inc. | MCV | Mutual Fund - Parent | |
T. Rowe Price Multi-Sector Account Portfolios, Inc. | MAPS | Mutual Fund - Parent | |
T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio | EBS | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio | ELS | Mutual Fund - Series | |
T. Rowe Price Floating Rate Multi-Sector Account Portfolio | FRS | Mutual Fund - Series | |
T. Rowe Price High Yield Multi-Sector Account Portfolio | HYS | Mutual Fund - Series | |
T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio | IGS | Mutual Fund - Series | |
T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio | MBS | Mutual Fund - Series | |
T. Rowe Price New America Growth Fund | NAG | Mutual Fund - Parent | |
T. Rowe Price New Era Fund, Inc. | NEF | Mutual Fund - Parent | |
T. Rowe Price New Horizons Fund, Inc. | NHF | Mutual Fund - Parent | |
T. Rowe Price New Income Fund, Inc. | NIF | Mutual Fund - Parent | |
T. Rowe Price Personal Strategy Funds, Inc. | PER | Mutual Fund - Parent | |
T. Rowe Price Personal Strategy Balanced Fund | PSB | Mutual Fund - Series | |
T. Rowe Price Personal Strategy Growth Fund | PSG | Mutual Fund - Series | |
T. Rowe Price Personal Strategy Income Fund | PSI | Mutual Fund - Series | |
T. Rowe Price Prime Reserve Fund, Inc. | PRF | Mutual Fund |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Quantitative Management Funds, Inc. | QUANT | Mutual Fund - Parent | |
T. Rowe Price QM Global Equity Fund | QGE | Mutual Fund - Series | |
T. Rowe Price QM U.S. Small-Cap Growth Equity Fund | DSG | Mutual Fund - Series | |
T. Rowe Price QM U.S. Small & Mid-Cap Core Equity Fund | QSM | Mutual Fund - Series | |
T. Rowe Price QM U.S. Value Equity Fund | QMV | Mutual Fund - Series | |
T. Rowe Price Real Assets Fund, Inc. | RAF | Mutual Fund - Parent | |
T. Rowe Price Real Estate Fund, Inc. | REF | Mutual Fund - Parent | |
T. Rowe Price Reserve Investment Funds, Inc. | RESFDS | Mutual Fund - Parent | |
T. Rowe Price Government Reserve Investment Fund | GRS | Mutual Fund - Series | |
T. Rowe Price Reserve Investment Fund | RES | Mutual Fund - Series | |
T. Rowe Price Short-Term Government Reserve Fund | GRI | Mutual Fund - Series | |
T. Rowe Price Short-Term Reserve Fund | REI | Mutual Fund - Series | |
T. Rowe Price Science & Technology Fund, Inc. | STF | Mutual Fund - Parent | |
T. Rowe Price Short-Term Bond Fund, Inc. | STB | Mutual Fund - Parent | |
T. Rowe Price Ultra Short-Term Bond Fund | SBF | Mutual Fund - Series | |
T. Rowe Price Small-Cap Stock Fund, Inc. | SCS | Mutual Fund - Parent | |
T. Rowe Price Small-Cap Value Fund, Inc. | SCV | Mutual Fund - Parent | |
T. Rowe Price State Tax-Free Income Trust | STT | Mutual Fund - Parent | |
Georgia Tax-Free Bond Fund | GAB | Mutual Fund - Series | |
Maryland Short-Term Tax-Free Bond Fund | MDS | Mutual Fund - Series | |
Maryland Tax-Free Bond Fund | MDB | Mutual Fund - Series | |
Maryland Tax-Free Money Fund | MDM | Mutual Fund - Series | |
New Jersey Tax-Free Bond Fund | NJB | Mutual Fund - Series | |
New York Tax-Free Bond Fund | NYB | Mutual Fund - Series | |
New York Tax-Free Money Fund | NYM | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
Virginia Tax-Free Bond Fund | VAB | Mutual Fund - Series | |
T. Rowe Price Summit Funds, Inc. | SIF | Mutual Fund - Parent | |
T. Rowe Price Summit Cash Reserves Fund | SCR | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Funds, Inc. | SMF | Mutual Fund - Parent | |
T. Rowe Price Summit Municipal Income Fund | SMI | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Intermediate Fund | SMT | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Money Market Fund | SMM | Mutual Fund - Series | |
T. Rowe Price Tax-Efficient Funds, Inc. | TEF | Mutual Fund - Parent | |
T. Rowe Price Tax-Efficient Equity Fund | TMC | Mutual Fund - Series | |
T. Rowe Price Tax-Exempt Money Fund, Inc. | TEM | Mutual Fund | |
T. Rowe Price Tax-Free High Yield Fund, Inc. | TFH | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Income Fund, Inc. | TFI | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Short-Intermediate Fund, Inc. | TFS | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Ultra Short-Term Bond Fund | TUS | Mutual Fund - Series | |
T. Rowe Price U.S. Bond Enhanced Index Fund, Inc. | UBX | Mutual Fund | |
T. Rowe Price U.S. Large-Cap Core Fund, Inc. | LCF | Mutual Fund - Parent | |
T. Rowe Price U.S. Treasury Funds, Inc. | USTF | Mutual Fund - Parent | |
U.S. Treasury Intermediate Fund | USI | Mutual Fund - Series | |
U.S. Treasury Long-Term Fund | USL | Mutual Fund - Series | |
U.S. Treasury Money Fund | UST | Mutual Fund - Series | |
T. Rowe Price Value Fund, Inc. | VAL | Mutual Fund - Parent | |
'40 Act Registered Fund of Funds | |||
T. Rowe Price Retirement Funds, Inc. | RDF | Mutual Fund - Parent | |
T. Rowe Price Retirement 2005 Fund | RPJ | Mutual Fund - Series | |
T. Rowe Price Retirement 2010 Fund | RPA | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Retirement 2015 Fund | RPG | Mutual Fund - Series | |
T. Rowe Price Retirement 2020 Fund | RPB | Mutual Fund - Series | |
T. Rowe Price Retirement 2025 Fund | RPH | Mutual Fund - Series | |
T. Rowe Price Retirement 2030 Fund | RPC | Mutual Fund - Series | |
T. Rowe Price Retirement 2035 Fund | RPI | Mutual Fund - Series | |
T. Rowe Price Retirement 2040 Fund | RPD | Mutual Fund - Series | |
T. Rowe Price Retirement 2045 Fund | RPK | Mutual Fund - Series | |
T. Rowe Price Retirement 2050 Fund | RPL | Mutual Fund - Series | |
T. Rowe Price Retirement 2055 Fund | RPM | Mutual Fund - Series | |
T. Rowe Price Retirement 2060 Fund | RPN | Mutual Fund - Series | |
T. Rowe Price Retirement Balanced Fund | RPE | Mutual Fund - Series | |
T. Rowe Price Retirement I 2005 Fund—I Class | RBI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2010 Fund—I Class | RCI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2015 Fund—I Class | RDI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2020 Fund—I Class | RFI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2025 Fund—I Class | RGI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2030 Fund—I Class | RHI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2035 Fund—I Class | RII | Mutual Fund - Series | |
T. Rowe Price Retirement I 2040 Fund—I Class | RJI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2045 Fund—I Class | RKI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2050 Fund—I Class | RMI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2055 Fund—I Class | RNI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2060 Fund—I Class | ROI | Mutual Fund - Series | |
T. Rowe Price Retirement Balanced I Fund—I Class | RQI | Mutual Fund - Series | |
T. Rowe Price Target 2005 Fund | TRA | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Target 2010 Fund | TRB | Mutual Fund - Series | |
T. Rowe Price Target 2015 Fund | TRC | Mutual Fund - Series | |
T. Rowe Price Target 2020 Fund | TRD | Mutual Fund - Series | |
T. Rowe Price Target 2025 Fund | TRE | Mutual Fund - Series | |
T. Rowe Price Target 2030 Fund | TRG | Mutual Fund - Series | |
T. Rowe Price Target 2035 Fund | TRH | Mutual Fund - Series | |
T. Rowe Price Target 2040 Fund | TRJ | Mutual Fund - Series | |
T. Rowe Price Target 2045 Fund | TRL | Mutual Fund - Series | |
T. Rowe Price Target 2050 Fund | TRM | Mutual Fund - Series | |
T. Rowe Price Target 2055 Fund | TRN | Mutual Fund - Series | |
T. Rowe Price Target 2060 Fund | TRO | Mutual Fund - Series | |
T. Rowe Price Spectrum Fund, Inc. | SPC | Mutual Fund - Parent | |
Spectrum Growth Fund | SPG | Mutual Fund - Series | |
Spectrum Income Fund | SPI | Mutual Fund - Series | |
Spectrum International Fund | SPF | Mutual Fund - Series |
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AMENDMENT
NO. 3
TO
Fund Accounting Agreement
This Amendment No. 3 (this “Amendment”) is made and entered into effective as of April 27, 2016 (“Amendment Effective Date”) by and between each Fund listed on amended Exhibit A (each a “Fund” or collectively the “Funds”), attached hereto as attachment A, T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office located at 100 E. Pratt Street, Baltimore, Maryland 21202 (“TRP”) and THE BANK OF NEW YORK MELLON, a bank organized under the Laws of the State of New York, having its principal office located at 255 Liberty Street, New York, New York 10286 (“BNY Mellon”).
WHEREAS, each Fund, TRP, and BNY Mellon have entered into a Fund Accounting Agreement, dated as of August 1, 2015 (the “Fund Accounting Agreement”); and
WHEREAS, each Fund, TRP, and BNY Mellon desire to amend the Fund Accounting Agreement to reflect certain changes as set forth in this Amendment.
NOW, THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, intending to be legally bound, each Fund, TRP, and BNY Mellon hereby agree as follows:
1. DEFINITIONS
Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Fund Accounting Agreement.
2. AMENDED EXHIBIT A
The Fund Accounting Agreement is hereby amended by adding T. Rowe Price Global Consumer Fund as a Mutual Fund – Series of the T. Rowe Price
85
International Funds, Inc. and by changing the name of T. Rowe Price Prime Reserve Portfolio to T. Rowe Price Government Money Portfolio.
3. EFFECT ON FUND ACCOUNTING AGREEMENT
In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.
4. GOVERNING LAW
The laws of the State of New York and the federal laws of the United States applicable therein shall govern, construe, and enforce all of the rights, duties, and obligations arising out of or related in any manner to, the subject matter of this Amendment, notwithstanding any conflict of laws principles.
5. COUNTERPARTS/FACSIMILE
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. This Amendment may also be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.
IN WITNESS WHEREOF,
each Fund, TRP, and BNY Mellon have executed or caused this Amendment to be executed as of the Amendment
Effective Date by its duly authorized representative.
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THE BANK OF NEW YORK MELLON |
By: /s/Michael T. Falvey |
Name: Michael T. Falvey |
Title: Director |
Date: 4/12/16 |
87
T. ROWE PRICE ASSOCIATES, INC. |
By: /s/David Oestreicher |
Name: David Oestreicher |
Title: Vice President |
Date: April 7, 2016 |
88
On behalf of each Fund listed in Amended Exhibit A |
By: /s/Darrell N. Braman |
Name: Darrell N. Braman |
Title: Vice President |
Date: April 8, 2016 |
89
ATTACHMENT A
Amended Exhibit A
Mutual Fund Entity Name | Reference ID | Entity Type | |
‘40 Act Registered Funds |
|
| |
T. Rowe Price Balanced Fund, Inc. | BAL | Mutual Fund - Parent | |
T. Rowe Price Blue Chip Growth Fund, Inc. | BCG | Mutual Fund - Parent | |
T. Rowe Price California Tax-Free Income Trust | CAT | Mutual Fund - Parent | |
California Tax-Free Bond Fund | CAB | Mutual Fund - Series | |
California Tax-Free Money Fund | CAM | Mutual Fund - Series | |
T. Rowe Price Capital Appreciation Fund | CAF | Mutual Fund - Parent | |
T. Rowe Price Capital Opportunity Fund, Inc. | COF | Mutual Fund - Parent | |
T. Rowe Price Corporate Income Fund, Inc. | CIF | Mutual Fund - Parent | |
T. Rowe Price Credit Opportunities Fund, Inc. | CRO | Mutual Fund - Parent | |
T. Rowe Price Diversified Mid-Cap Growth Fund, Inc. | DMG | Mutual Fund | |
T. Rowe Price Dividend Growth Fund, Inc. | DGF | Mutual Fund - Parent | |
T. Rowe Price Equity Income Fund | EIF | Mutual Fund - Parent | |
T. Rowe Price Equity Series, Inc. | EQS | Mutual Fund - Parent | |
T. Rowe Price Blue Chip Growth Portfolio | BCP | Mutual Fund - Series | |
T. Rowe Price Equity Income Portfolio | EIP | Mutual Fund - Series | |
T. Rowe Price Equity Index 500 Portfolio | EXP | Mutual Fund - Series | |
T. Rowe Price Health Sciences Portfolio | HSP | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Growth Portfolio | MGP | Mutual Fund - Series | |
T. Rowe Price New America Growth Portfolio | NAP | Mutual Fund - Series | |
T. Rowe Price Personal Strategy Balanced Portfolio | PSP | Mutual Fund - Series | |
T. Rowe Price Financial Services Fund, Inc. | FSF | Mutual Fund |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Fixed Income Series, Inc. | FIS | Mutual Fund - Parent | |
T. Rowe Price Government Money Portfolio | PRP | Mutual Fund - Series | |
T. Rowe Price Limited-Term Bond Portfolio | LTP | Mutual Fund - Series | |
T. Rowe Price Floating Rate Fund, Inc. | FRI | Mutual Fund - Parent | |
T. Rowe Price Global Allocation Fund, Inc. | GAF | Mutual Fund - Parent | |
T. Rowe Price Global Multi-Sector Bond Fund, Inc. | SNF | Mutual Fund - Parent | |
T. Rowe Price Global Real Estate Fund, Inc. | GRE | Mutual Fund - Parent | |
T. Rowe Price Global Technology Fund, Inc. | GTF | Mutual Fund | |
T. Rowe Price GNMA Fund | GMA | Mutual Fund | |
T. Rowe Price Growth & Income Fund, Inc. | GIF | Mutual Fund | |
T. Rowe Price Growth Stock Fund, Inc. | GSF | Mutual Fund - Parent | |
T. Rowe Price Health Sciences Fund, Inc. | HSF | Mutual Fund - Parent | |
T. Rowe Price High Yield Fund, Inc. | HYF | Mutual Fund - Parent | |
T. Rowe Price Index Trust, Inc. | INDX | Mutual Fund - Parent | |
T. Rowe Price Equity Index 500 Fund | EXF | Mutual Fund - Series | |
T. Rowe Price Extended Equity Market Index Fund | XMX | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Index Fund | MCX | Mutual Fund - Series | |
T. Rowe Price Small-Cap Index Fund | SCX | Mutual Fund - Series | |
T. Rowe Price Total Equity Market Index Fund | TMX | Mutual Fund - Series | |
T. Rowe Price Inflation Protected Bond Fund, Inc. | IPB | Mutual Fund - Parent | |
T. Rowe Price Institutional Equity Funds, Inc. | IEF | Mutual Fund - Parent | |
T. Rowe Price Institutional Large-Cap Core Growth Fund | LCC | Mutual Fund - Series | |
T. Rowe Price Institutional Large-Cap Growth Fund | LCG | Mutual Fund - Series | |
T. Rowe Price Institutional Large-Cap Value Fund | LCV | Mutual Fund - Series | |
T. Rowe Price Institutional Mid-Cap Equity Growth Fund | MCE | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Institutional Small-Cap Stock Fund | SCI | Mutual Fund - Series | |
T. Rowe Price Institutional U.S. Structured Research Fund | IRF | Mutual Fund - Series | |
T. Rowe Price Institutional Income Funds, Inc. | IINCF | Mutual Fund - Parent | |
T. Rowe Price Institutional Core Plus Fund | ICP | Mutual Fund - Series | |
T. Rowe Price Institutional Credit Opportunities Fund | ICO | Mutual Fund - Series | |
T. Rowe Price Institutional Floating Rate Fund | IFR | Mutual Fund - Series | |
T. Rowe Price Institutional Global Multi-Sector Bond Fund | IGM | Mutual Fund - Series | |
T. Rowe Price Institutional High Yield Fund | HYI | Mutual Fund - Series | |
T. Rowe Price Institutional Long Duration Credit Fund | LDC | Mutual Fund - Series | |
T. Rowe Price Institutional International Funds, Inc. | IIF | Mutual Fund - Parent | |
T. Rowe Price Institutional Africa & Middle East Fund | IAM | Mutual Fund - Series | |
T. Rowe Price Institutional Emerging Markets Bond Fund | IEB | Mutual Fund - Series | |
T. Rowe Price Institutional Emerging Markets Equity Fund | IEM | Mutual Fund - Series | |
T. Rowe Price Institutional Frontier Markets Equity Fund | IFM | Mutual Fund - Series | |
T. Rowe Price Institutional Global Focused Growth Equity Fund | IGE | Mutual Fund - Series | |
T. Rowe Price Institutional Global Growth Equity Fund | IGL | Mutual Fund - Series | |
T. Rowe Price Institutional Global Value Equity Fund | IGV | Mutual Fund - Series | |
T. Rowe Price Institutional International Bond Fund | IIB | Mutual Fund - Series | |
T. Rowe Price Institutional International Concentrated Equity Fund | ICE | Mutual Fund - Series | |
T. Rowe Price Institutional International Core Equity Fund | IIC | Mutual Fund - Series | |
T. Rowe Price Institutional International Growth Equity Fund | FEF | Mutual Fund - Series | |
T. Rowe Price Intermediate Tax-Free High Yield Fund, Inc. | ITF | Mutual Fund - Parent |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price International Funds, Inc. | PIF | Mutual Fund - Parent | |
T. Rowe Price Africa & Middle East Fund | AME | Mutual Fund - Series | |
T. Rowe Price Asia Opportunities Fund | AOF | Mutual Fund - Series | |
T. Rowe Price Emerging Europe Fund | EEM | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Bond Fund | EMB | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Corporate Bond Fund | EMC | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Currency Bond Fund | EML | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Stock Fund | EMS | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Value Stock Fund | EMV | Mutual Fund - Series | |
T. Rowe Price European Stock Fund | ESF | Mutual Fund - Series | |
T. Rowe Price Global Consumer Fund | GCF | Mutual Fund - Series | |
T. Rowe Price Global Growth Stock Fund | GLE | Mutual Fund - Series | |
T. Rowe Price Global High Income Bond Fund | GHI | Mutual Fund - Series | |
T. Rowe Price Global Industrials Fund | IND | Mutual Fund - Series | |
T. Rowe Price Global Stock Fund | GLS | Mutual Fund - Series | |
T. Rowe Price Global Unconstrained Bond Fund | GUN | Mutual Fund - Series | |
T. Rowe Price International Bond Fund | IBF | Mutual Fund - Series | |
T. Rowe Price International Concentrated Equity Fund | ICN | Mutual Fund - Series | |
T. Rowe Price International Discovery Fund | IDF | Mutual Fund - Series | |
T. Rowe Price International Growth & Income Fund | IGI | Mutual Fund - Series | |
T. Rowe Price International Stock Fund | ISF | Mutual Fund - Series | |
T. Rowe Price Japan Fund | JAF | Mutual Fund - Series | |
T. Rowe Price Latin America Fund | LAM | Mutual Fund - Series | |
T. Rowe Price New Asia Fund | NAS | Mutual Fund - Series | |
T. Rowe Price Overseas Stock Fund | OSF | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price International Index Fund, Inc. | IIXF | Mutual Fund - Parent | |
T. Rowe Price International Equity Index Fund | IXF | Mutual Fund - Series | |
T. Rowe Price International Series, Inc. | INS | Mutual Fund - Parent | |
T. Rowe Price International Stock Portfolio | ISP | Mutual Fund - Series | |
T. Rowe Price Limited Duration Inflation Focused Bond Fund, Inc. | STI | Mutual Fund - Parent | |
T. Rowe Price Media & Telecommunications Fund, Inc. | MTF | Mutual Fund - Parent | |
T. Rowe Price Mid-Cap Growth Fund, Inc. | MCG | Mutual Fund - Parent | |
T. Rowe Price Mid-Cap Value Fund, Inc. | MCV | Mutual Fund - Parent | |
T. Rowe Price Multi-Sector Account Portfolios, Inc. | MAPS | Mutual Fund - Parent | |
T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio | EBS | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio | ELS | Mutual Fund - Series | |
T. Rowe Price Floating Rate Multi-Sector Account Portfolio | FRS | Mutual Fund - Series | |
T. Rowe Price High Yield Multi-Sector Account Portfolio | HYS | Mutual Fund - Series | |
T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio | IGS | Mutual Fund - Series | |
T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio | MBS | Mutual Fund - Series | |
T. Rowe Price New America Growth Fund | NAG | Mutual Fund - Parent | |
T. Rowe Price New Era Fund, Inc. | NEF | Mutual Fund - Parent | |
T. Rowe Price New Horizons Fund, Inc. | NHF | Mutual Fund - Parent | |
T. Rowe Price New Income Fund, Inc. | NIF | Mutual Fund - Parent | |
T. Rowe Price Personal Strategy Funds, Inc. | PER | Mutual Fund - Parent | |
T. Rowe Price Personal Strategy Balanced Fund | PSB | Mutual Fund - Series | |
T. Rowe Price Personal Strategy Growth Fund | PSG | Mutual Fund - Series | |
T. Rowe Price Personal Strategy Income Fund | PSI | Mutual Fund - Series | |
T. Rowe Price Prime Reserve Fund, Inc. | PRF | Mutual Fund |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Quantitative Management Funds, Inc. | QUANT | Mutual Fund - Parent | |
T. Rowe Price QM Global Equity Fund | QGE | Mutual Fund - Series | |
T. Rowe Price QM U.S. Small-Cap Growth Equity Fund | DSG | Mutual Fund - Series | |
T. Rowe Price QM U.S. Small & Mid-Cap Core Equity Fund | QSM | Mutual Fund - Series | |
T. Rowe Price QM U.S. Value Equity Fund | QMV | Mutual Fund - Series | |
T. Rowe Price Real Assets Fund, Inc. | RAF | Mutual Fund - Parent | |
T. Rowe Price Real Estate Fund, Inc. | REF | Mutual Fund - Parent | |
T. Rowe Price Reserve Investment Funds, Inc. | RESFDS | Mutual Fund - Parent | |
T. Rowe Price Government Reserve Investment Fund | GRS | Mutual Fund - Series | |
T. Rowe Price Reserve Investment Fund | RES | Mutual Fund - Series | |
T. Rowe Price Short-Term Government Reserve Fund | GRI | Mutual Fund - Series | |
T. Rowe Price Short-Term Reserve Fund | REI | Mutual Fund - Series | |
T. Rowe Price Science & Technology Fund, Inc. | STF | Mutual Fund - Parent | |
T. Rowe Price Short-Term Bond Fund, Inc. | STB | Mutual Fund - Parent | |
T. Rowe Price Ultra Short-Term Bond Fund | SBF | Mutual Fund - Series | |
T. Rowe Price Small-Cap Stock Fund, Inc. | SCS | Mutual Fund - Parent | |
T. Rowe Price Small-Cap Value Fund, Inc. | SCV | Mutual Fund - Parent | |
T. Rowe Price State Tax-Free Income Trust | STT | Mutual Fund - Parent | |
Georgia Tax-Free Bond Fund | GAB | Mutual Fund - Series | |
Maryland Short-Term Tax-Free Bond Fund | MDS | Mutual Fund - Series | |
Maryland Tax-Free Bond Fund | MDB | Mutual Fund - Series | |
Maryland Tax-Free Money Fund | MDM | Mutual Fund - Series | |
New Jersey Tax-Free Bond Fund | NJB | Mutual Fund - Series | |
New York Tax-Free Bond Fund | NYB | Mutual Fund - Series | |
New York Tax-Free Money Fund | NYM | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
Virginia Tax-Free Bond Fund | VAB | Mutual Fund - Series | |
T. Rowe Price Summit Funds, Inc. | SIF | Mutual Fund - Parent | |
T. Rowe Price Summit Cash Reserves Fund | SCR | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Funds, Inc. | SMF | Mutual Fund - Parent | |
T. Rowe Price Summit Municipal Income Fund | SMI | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Intermediate Fund | SMT | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Money Market Fund | SMM | Mutual Fund - Series | |
T. Rowe Price Tax-Efficient Funds, Inc. | TEF | Mutual Fund - Parent | |
T. Rowe Price Tax-Efficient Equity Fund | TMC | Mutual Fund - Series | |
T. Rowe Price Tax-Exempt Money Fund, Inc. | TEM | Mutual Fund | |
T. Rowe Price Tax-Free High Yield Fund, Inc. | TFH | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Income Fund, Inc. | TFI | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Short-Intermediate Fund, Inc. | TFS | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Ultra Short-Term Bond Fund | TUS | Mutual Fund - Series | |
T. Rowe Price U.S. Bond Enhanced Index Fund, Inc. | UBX | Mutual Fund | |
T. Rowe Price U.S. Large-Cap Core Fund, Inc. | LCF | Mutual Fund - Parent | |
T. Rowe Price U.S. Treasury Funds, Inc. | USTF | Mutual Fund - Parent | |
U.S. Treasury Intermediate Fund | USI | Mutual Fund - Series | |
U.S. Treasury Long-Term Fund | USL | Mutual Fund - Series | |
U.S. Treasury Money Fund | UST | Mutual Fund - Series | |
T. Rowe Price Value Fund, Inc. | VAL | Mutual Fund - Parent | |
'40 Act Registered Fund of Funds | |||
T. Rowe Price Retirement Funds, Inc. | RDF | Mutual Fund - Parent | |
T. Rowe Price Retirement 2005 Fund | RPJ | Mutual Fund - Series | |
T. Rowe Price Retirement 2010 Fund | RPA | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Retirement 2015 Fund | RPG | Mutual Fund - Series | |
T. Rowe Price Retirement 2020 Fund | RPB | Mutual Fund - Series | |
T. Rowe Price Retirement 2025 Fund | RPH | Mutual Fund - Series | |
T. Rowe Price Retirement 2030 Fund | RPC | Mutual Fund - Series | |
T. Rowe Price Retirement 2035 Fund | RPI | Mutual Fund - Series | |
T. Rowe Price Retirement 2040 Fund | RPD | Mutual Fund - Series | |
T. Rowe Price Retirement 2045 Fund | RPK | Mutual Fund - Series | |
T. Rowe Price Retirement 2050 Fund | RPL | Mutual Fund - Series | |
T. Rowe Price Retirement 2055 Fund | RPM | Mutual Fund - Series | |
T. Rowe Price Retirement 2060 Fund | RPN | Mutual Fund - Series | |
T. Rowe Price Retirement Balanced Fund | RPE | Mutual Fund - Series | |
T. Rowe Price Retirement I 2005 Fund—I Class | RBI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2010 Fund—I Class | RCI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2015 Fund—I Class | RDI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2020 Fund—I Class | RFI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2025 Fund—I Class | RGI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2030 Fund—I Class | RHI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2035 Fund—I Class | RII | Mutual Fund - Series | |
T. Rowe Price Retirement I 2040 Fund—I Class | RJI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2045 Fund—I Class | RKI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2050 Fund—I Class | RMI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2055 Fund—I Class | RNI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2060 Fund—I Class | ROI | Mutual Fund - Series | |
T. Rowe Price Retirement Balanced I Fund—I Class | RQI | Mutual Fund - Series | |
T. Rowe Price Target 2005 Fund | TRA | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Target 2010 Fund | TRB | Mutual Fund - Series | |
T. Rowe Price Target 2015 Fund | TRC | Mutual Fund - Series | |
T. Rowe Price Target 2020 Fund | TRD | Mutual Fund - Series | |
T. Rowe Price Target 2025 Fund | TRE | Mutual Fund - Series | |
T. Rowe Price Target 2030 Fund | TRG | Mutual Fund - Series | |
T. Rowe Price Target 2035 Fund | TRH | Mutual Fund - Series | |
T. Rowe Price Target 2040 Fund | TRJ | Mutual Fund - Series | |
T. Rowe Price Target 2045 Fund | TRL | Mutual Fund - Series | |
T. Rowe Price Target 2050 Fund | TRM | Mutual Fund - Series | |
T. Rowe Price Target 2055 Fund | TRN | Mutual Fund - Series | |
T. Rowe Price Target 2060 Fund | TRO | Mutual Fund - Series | |
T. Rowe Price Spectrum Fund, Inc. | SPC | Mutual Fund - Parent | |
Spectrum Growth Fund | SPG | Mutual Fund - Series | |
Spectrum Income Fund | SPI | Mutual Fund - Series | |
Spectrum International Fund | SPF | Mutual Fund - Series |
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AMENDMENT
NO. 4
TO
Fund Accounting Agreement
This Amendment No. 4 (this “Amendment”) is made and entered into effective as of April 30, 2016 (“Amendment Effective Date”) by and between each Fund listed on Exhibit A (each a “Fund” or collectively the “Funds”) to the Fund Accounting Agreement (as defined below), T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office located at 100 E. Pratt Street, Baltimore, Maryland 21202 (“TRP”) and THE BANK OF NEW YORK MELLON, a bank organized under the Laws of the State of New York, having its principal office located at 255 Liberty Street, New York, New York 10286 (“BNY Mellon”).
WHEREAS, each Fund, TRP, and BNY Mellon have entered into a Fund Accounting Agreement, dated as of August 1, 2015 (the “Fund Accounting Agreement”); and
WHEREAS, each Fund, TRP, and BNY Mellon desire to amend the Fund Accounting Agreement to reflect certain changes as set forth in this Amendment.
NOW, THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, intending to be legally bound, each Fund, TRP, and BNY Mellon hereby agree as follows:
1. DEFINITIONS
Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Fund Accounting Agreement.
2. AMENDED SCHEDULE I
The Fund Accounting Agreement is hereby amended by replacing Schedule I, in its entirety, with the amended Schedule I, attached
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hereto as Attachment A, by restating the services described under the heading “Money Market Fund Services”.
3. EFFECT ON FUND ACCOUNTING AGREEMENT
In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.
4. GOVERNING LAW
The laws of the State of New York and the federal laws of the United States applicable therein shall govern, construe, and enforce all of the rights, duties, and obligations arising out of or related in any manner to, the subject matter of this Amendment, notwithstanding any conflict of laws principles.
5. COUNTERPARTS/FACSIMILE
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. This Amendment may also be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.
IN WITNESS WHEREOF, each Fund, TRP, and BNY Mellon have executed
or caused this Amendment to be executed as of the Amendment Effective Date by its duly authorized representative.
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THE BANK OF NEW YORK MELLON |
By: /s/Donald Brophy |
Name: Donald Brophy |
Title: Vice President |
Date: 7/20/16 |
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T. ROWE PRICE ASSOCIATES, INC. |
By: /s/David Oestreicher |
Name: David Oestreicher |
Title: Vice President |
Date: 7/1/16 |
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On behalf of each Fund listed in Amended Exhibit A |
By: /s/Darrell N. Braman |
Name: Darrell N. Braman |
Title: Vice President |
Date: 7/1/16 |
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ATTACHMENT A
AMENDED SCHEDULE I
Schedule of Services
All services provided in this Schedule of Services are subject to the review and approval of the appropriate Fund officers, Fund counsel and accountants of each Fund, as may be applicable. The services included on this Schedule of Services may be provided by BNY Mellon or a BNY Mellon Affiliate, collectively referred to herein as “BNY Mellon”. Additionally, the services provided shall comply with generally accepted accounting principles, regulatory requirements and/or such TRP policies and Instructions as applicable.
VALUATION SUPPORT AND COMPUTATION ACCOUNTING SERVICES
BNY Mellon shall provide the following valuation support and computation accounting services for each Fund:
Journalize investment, capital share and income and expense activities;
Maintain individual ledgers for investment securities;
Maintain historical tax lots for each security;
Corporate action processing as more fully set forth in the SLDs;
Reconcile cash and investment balances of each Fund with the Fund’s custodian or other counterparties as applicable;
Provide a Fund’s investment adviser, as applicable, with the cash balance available for investment purposes at start-of-day and upon request, as agreed by the parties;
Calculate capital gains and losses;
Calculate daily distribution rate per share;
Determine net income;
Obtain security market quotes and currency exchange rates from pricing services approved by a Fund’s investment adviser, or if such quotes are unavailable, then obtain such prices from the Fund’s investment adviser, and in either case, calculate the market value of each Fund’s investments in accordance with the Fund's valuation policies or guidelines; provided, however, that BNY Mellon shall not under any circumstances be under a duty to independently price or value any of the Fund's investments, including securities lending related cash collateral investments (with the exception of the services provided hereunder to Funds utilized for such cash collateral investments), itself or to confirm or validate any information or valuation provided by the investment adviser or any other pricing source, nor shall BNY Mellon have any liability relating to inaccuracies or otherwise with respect to such information or valuations; notwithstanding the foregoing, BNY Mellon shall follow the established procedures and controls to identify exceptions, tolerance breaches, etc. and to research and resolve or escalate any pricing inaccuracies;
Application of the established automated price validation rules against prices received from third party vendors and review of exceptions as identified;
Calculate Net Asset Value in the manner specified in the Fund’s Offering Materials (which, for the service described herein, shall include the Fund’s Net Asset Value error policy);
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Calculate Accumulated Unit Values (“AUV”) for select funds as mutually agreed upon between the parties;
Transmit or make available a copy of the daily portfolio valuation to a Fund’s investment adviser;
Calculate yields, portfolio dollar-weighted average maturity and dollar-weighted average life as applicable; and
Calculate portfolio turnover rate for inclusion in the annual and semi-annual shareholder reports.
For money market funds, obtain security market quotes and calculate the market-value Net Asset Value in accordance with the Fund’s valuation policies and guidelines at such times and frequencies as required by regulation and/or instruction from TRP.
FINANCIAL REPORTING; MONEY MARKET FUND SERVICES
BNY Mellon shall provide the following financial reporting services for each Fund:
Financial Statement Preparation & Review
· Prepare the Fund’s annual and semi-annual shareholder reports2 for shareholder delivery and for inclusion in Form N-CSR;
· Prepare the Fund’s fiscal quarterly schedule of portfolio holdings2 for inclusion in Form N-Q;
· Prepare, circulate and maintain the Fund’s financial reporting production calendar and track status of reporting cycles;
· Coordinate N-SAR surveys; prepare and file (or coordinate the filing of) the Fund’s Form N-SAR; and
· Prepare and coordinate the filing of the Fund’s monthly website files and Form N-MFP, as applicable to money market funds.
Typesetting Services
· Create financial compositions for the applicable financial report and related EDGAR files;
· Maintain country codes, industry class codes, security class codes and state codes;
· Map individual general ledger accounts into master accounts to be displayed in the applicable financial reports;
· Create components that will specify the proper grouping and sorting for display of portfolio information;
· Create components that will specify the proper calculation and display of financial data required for each applicable financial report (except for identified manual entries, which BNY Mellon will enter);
· Process, convert and load security and general ledger data;
· Include data in financial reports provided from external parties to BNY Mellon which includes, but is not limited to: shareholder letters, “Management Discussion and Analysis” commentary, notes on performance, form of notes to financials, report of independent auditors, Fund management listing, service providers listing and Fund spectrums;
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2 Requires “Typesetting Services” as described herein.
106
· Generate financial reports using the Vendor’s capabilities which include the following:
o table of contents;
o schedules of investments;
o statement of net assets;
o statements of assets and liabilities;
o statements of operation;
o statements of changes;
o statements of cash flows;
o financial highlights;
o notes to financial statements;
o report of independent registered public accounting firm;
o tax information; and
o additional Fund information as mutually agreed in writing between BNY Mellon and a Fund.
· Unless mutually agreed in writing between BNY Mellon and a Fund, solely with respect to typesetting services, BNY Mellon will use the same layout and format for every successive reporting period for the typeset reports. At the request of a Fund and upon the mutual written agreement of BNY Mellon and the Fund as to the scope of any changes and additional compensation of BNY Mellon, BNY Mellon will, or will cause the Vendor to, change the format or layout of reports from time to time.
Money Market Fund Services
· BNY Mellon shall provide the following information in a mutually agreed upon electronic format to support the website disclosure requirements of the Funds, subject to BNY Mellon’s timely receipt of all necessary information related thereto that is not maintained on the BNY Mellon systems. The Funds acknowledge that BNY Mellon is not responsible for the Funds’ website, for any servicing on the Funds’ website, or for uploading, downloading or maintaining any information on or required to be on the Funds’ website.
o Date.
o Fund identifier.
o Share class.
o Market NAV (rounded to four (4) decimal places).
o Daily liquid assets.
o Weekly liquid assets.
o Shareholder inflows and outflows.
· Assist with the preparation and filing with the SEC of Form N-CR as requested by the Fund or Adviser.
· BNY Mellon shall, or shall cause the Vendor, to: (i) prepare, on a monthly basis, Form N-MFP, subject to BNY Mellon’s timely receipt of all necessary information related thereto that is not maintained on the BNY Mellon systems; and (ii) file Form N-MFP with the SEC, on a monthly basis; and
· Prepare and provide an electronic file of the portfolio holdings information required by Rule 2a-7(h)(10) to the Fund or, at the Fund’s written direction, to an identified third party (the
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deliverables for the above money market fund services collectively referred to as, the “Money Market Fund Services Reports”).
· Neither BNY Mellon nor the Vendor, in connection with a particular Money Market Fund Services Report, will prepare, provide or generate any reports, forms or files not specifically agreed to by BNY Mellon in advance.
· The applicable Fund acknowledges that it shall be responsible for the retention of any Money Market Fund Services Reports in accordance with Rule 2a-7 promulgated under the 1940 Act or any other applicable rule or regulation.
· Unless mutually agreed in writing between BNY Mellon and a Fund, solely with respect to typesetting of the Money Market Fund Services Reports, BNY Mellon will use the same layout and format for every successive reporting period for the Money Market Fund Services Reports. At the request of a Fund and upon the mutual written agreement of BNY Mellon and the Fund as to the scope of any changes and additional compensation of BNY Mellon, BNY Mellon will, or will cause the Vendor to, customize Money Market Fund Services Reports from time to time.
TAX SUPPORT SERVICES
BNY Mellon shall provide the following tax support services for each Fund:
Provide various data and reports as agreed upon in the SLDs to support TRP’s tax reporting and tax filing obligations, including:
· Wash sales reporting;
· QDI reporting;
· DRD reporting;
· PFIC analysis;
· Straddle analysis;
· Paydown adjustments;
· Equalization debit adjustments
· Tax compliance under §851, §817(h);
· Foreign bond sale analysis (§988);
· Troubled debt analysis;
· Estimation of income for excise tax purposes;
· Swap analysis;
· Inflation adjustments;
· §1256 adjustments;
· Market discount analysis;
· OID adjustments;
· CPDI analysis;
· Shareholder tax reporting information (e.g. FTC, UGG income, foreign source income by country, exempt income by state);
Provide data, and reports based on such data, maintained by BNY Mellon on its fund accounting platform as reasonably requested by TRP to support TRP’s obligations to comply with requests from tax authorities and TRP’s tax reporting and tax filing obligations.
Assist with other tax-related data needs as mutually agreed upon in writing from time-to-time.
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FUND ADMINISTRATION SERVICES
BNY Mellon shall provide the following fund administration services for each Fund, Series and class:
Calculate Fund approved income and per share amounts required for periodic distributions to be made by the applicable Fund, Series or class;
Coordinate a Fund’s annual audit and respond timely and completely to related requests;
Cooperate with each Fund’s independent auditors;
Supply various normal and customary portfolio and Fund statistical data as requested on an ongoing basis; and
If the chief executive officer or chief financial officer of a Fund is required to provide a certification as part of the Fund’s Form N-Q or Form N-CSR filing pursuant to regulations promulgated by the SEC under Section 302 of the Sarbanes-Oxley Act of 2002, provide a sub-certification in support of certain matters set forth in the aforementioned certification. Such sub-certification is to be in such form and relating to such matters as reasonably agreed to by BNY Mellon in advance. BNY Mellon shall be required to provide the sub-certification only during the term of this Agreement with respect to the applicable Fund or Series and only if it receives such cooperation as it may request to perform its investigations with respect to the sub-certification. For clarity, the sub-certification is not itself a certification under the Sarbanes-Oxley Act of 2002 or under any other law, rule or regulation.
REGULATORY ADMINISTRATION SERVICES
BNY Mellon shall provide the following regulatory administration services for each Fund and Series:
Assist the Fund in responding to SEC examination requests by providing requested documents in the possession of BNY Mellon that are on the SEC examination request list and by making employees responsible for providing services available to regulatory authorities having jurisdiction over the performance of such services as may be required or reasonably requested by such regulatory authorities;
Assist with and/or coordinate such other filings, notices and regulatory matters and other due diligence requests or requests for proposal on such terms and conditions as BNY Mellon and the applicable Fund on behalf of itself and its Series may mutually agree upon in writing from time to time; and
38a-1 Compliance Support Services:
· Provide compliance policies and procedures related to services provided by BNY Mellon and, if mutually agreed, certain of the
109
BNY Mellon Affiliates; summary procedures thereof; and periodic certification letters.
· Such Compliance Support Services are administrative in nature and do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a Fund or any other person, and such services are subject to review and approval by the applicable Fund and by the Fund’s legal counsel.
· Provide access to Fund records so as to permit the Fund or TRP to test the performance of BNY Mellon in providing the services under this Agreement.
· Such Compliance Support Services performed by BNY Mellon under this Agreement shall be at the request and direction of the Fund and/or its chief compliance officer (the “Fund’s CCO”), as applicable. BNY Mellon disclaims liability to the Fund, and the Fund is solely responsible, for the selection, qualifications and performance of the Fund’s CCO and the adequacy and effectiveness of the Fund’s compliance program.
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AMENDMENT
NO. 5
TO
Fund Accounting Agreement
This Amendment No. 5 (this “Amendment”) is made and entered into effective as of July 19, 2016 (“Amendment Effective Date”) by and between each Fund listed on amended Exhibit A (each a “Fund” or collectively the “Funds”), attached hereto as attachment A, T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office located at 100 E. Pratt Street, Baltimore, Maryland 21202 (“TRP”) and THE BANK OF NEW YORK MELLON, a bank organized under the Laws of the State of New York, having its principal office located at 255 Liberty Street, New York, New York 10286 (“BNY Mellon”).
WHEREAS, each Fund, TRP, and BNY Mellon have entered into a Fund Accounting Agreement, dated as of August 1, 2015 (the “Fund Accounting Agreement”); and
WHEREAS, each Fund, TRP, and BNY Mellon desire to amend the Fund Accounting Agreement to reflect certain changes as set forth in this Amendment.
NOW, THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, intending to be legally bound, each Fund, TRP, and BNY Mellon hereby agree as follows:
1. DEFINITIONS
Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Fund Accounting Agreement.
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2. AMENDED EXHIBIT A
The Fund Accounting Agreement is hereby amended by adding T. Rowe Price Institutional Cash Reserves Fund as a Mutual Fund – Series of the T. Rowe Price Institutional Income Funds, Inc.
3. EFFECT ON FUND ACCOUNTING AGREEMENT
In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.
4. GOVERNING LAW
The laws of the State of New York and the federal laws of the United States applicable therein shall govern, construe, and enforce all of the rights, duties, and obligations arising out of or related in any manner to, the subject matter of this Amendment, notwithstanding any conflict of laws principles.
5. COUNTERPARTS/FACSIMILE
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. This Amendment may also be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.
IN WITNESS WHEREOF,
each Fund, TRP, and BNY Mellon have executed or caused this Amendment to be executed as of the Amendment
Effective Date by its duly authorized representative.
112
THE BANK OF NEW YORK MELLON |
By: /s/Donald Brophy |
Name: Donald Brophy |
Title: Vice President |
Date: 9/2/16 |
113
T. ROWE PRICE ASSOCIATES, INC. |
By: /s/David Oestreicher |
Name: David Oestreicher |
Title: Vice President |
Date: 8/5/16 |
114
On behalf of each Fund listed in Amended Exhibit A |
By: /s/Darrell N. Braman |
Name: Darrell N. Braman |
Title: Vice President |
Date: 8/3/16 |
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ATTACHMENT A
Amended Exhibit A
Mutual Fund Entity Name | Reference ID | Entity Type | |
‘40 Act Registered Funds |
|
| |
T. Rowe Price Balanced Fund, Inc. | BAL | Mutual Fund - Parent | |
T. Rowe Price Blue Chip Growth Fund, Inc. | BCG | Mutual Fund - Parent | |
T. Rowe Price California Tax-Free Income Trust | CAT | Mutual Fund - Parent | |
California Tax-Free Bond Fund | CAB | Mutual Fund - Series | |
California Tax-Free Money Fund | CAM | Mutual Fund - Series | |
T. Rowe Price Capital Appreciation Fund | CAF | Mutual Fund - Parent | |
T. Rowe Price Capital Opportunity Fund, Inc. | COF | Mutual Fund - Parent | |
T. Rowe Price Corporate Income Fund, Inc. | CIF | Mutual Fund - Parent | |
T. Rowe Price Credit Opportunities Fund, Inc. | CRO | Mutual Fund - Parent | |
T. Rowe Price Diversified Mid-Cap Growth Fund, Inc. | DMG | Mutual Fund | |
T. Rowe Price Dividend Growth Fund, Inc. | DGF | Mutual Fund - Parent | |
T. Rowe Price Equity Income Fund | EIF | Mutual Fund - Parent | |
T. Rowe Price Equity Series, Inc. | EQS | Mutual Fund - Parent | |
T. Rowe Price Blue Chip Growth Portfolio | BCP | Mutual Fund - Series | |
T. Rowe Price Equity Income Portfolio | EIP | Mutual Fund - Series | |
T. Rowe Price Equity Index 500 Portfolio | EXP | Mutual Fund - Series | |
T. Rowe Price Health Sciences Portfolio | HSP | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Growth Portfolio | MGP | Mutual Fund - Series | |
T. Rowe Price New America Growth Portfolio | NAP | Mutual Fund - Series | |
T. Rowe Price Personal Strategy Balanced Portfolio | PSP | Mutual Fund - Series | |
T. Rowe Price Financial Services Fund, Inc. | FSF | Mutual Fund |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Fixed Income Series, Inc. | FIS | Mutual Fund - Parent | |
T. Rowe Price Government Money Portfolio | PRP | Mutual Fund - Series | |
T. Rowe Price Limited-Term Bond Portfolio | LTP | Mutual Fund - Series | |
T. Rowe Price Floating Rate Fund, Inc. | FRI | Mutual Fund - Parent | |
T. Rowe Price Global Allocation Fund, Inc. | GAF | Mutual Fund - Parent | |
T. Rowe Price Global Multi-Sector Bond Fund, Inc. | SNF | Mutual Fund - Parent | |
T. Rowe Price Global Real Estate Fund, Inc. | GRE | Mutual Fund - Parent | |
T. Rowe Price Global Technology Fund, Inc. | GTF | Mutual Fund | |
T. Rowe Price GNMA Fund | GMA | Mutual Fund | |
T. Rowe Price Growth & Income Fund, Inc. | GIF | Mutual Fund | |
T. Rowe Price Growth Stock Fund, Inc. | GSF | Mutual Fund - Parent | |
T. Rowe Price Health Sciences Fund, Inc. | HSF | Mutual Fund - Parent | |
T. Rowe Price High Yield Fund, Inc. | HYF | Mutual Fund - Parent | |
T. Rowe Price Index Trust, Inc. | INDX | Mutual Fund - Parent | |
T. Rowe Price Equity Index 500 Fund | EXF | Mutual Fund - Series | |
T. Rowe Price Extended Equity Market Index Fund | XMX | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Index Fund | MCX | Mutual Fund - Series | |
T. Rowe Price Small-Cap Index Fund | SCX | Mutual Fund - Series | |
T. Rowe Price Total Equity Market Index Fund | TMX | Mutual Fund - Series | |
T. Rowe Price Inflation Protected Bond Fund, Inc. | IPB | Mutual Fund - Parent | |
T. Rowe Price Institutional Equity Funds, Inc. | IEF | Mutual Fund - Parent | |
T. Rowe Price Institutional Large-Cap Core Growth Fund | LCC | Mutual Fund - Series | |
T. Rowe Price Institutional Large-Cap Growth Fund | LCG | Mutual Fund - Series | |
T. Rowe Price Institutional Large-Cap Value Fund | LCV | Mutual Fund - Series | |
T. Rowe Price Institutional Mid-Cap Equity Growth Fund | MCE | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Institutional Small-Cap Stock Fund | SCI | Mutual Fund - Series | |
T. Rowe Price Institutional U.S. Structured Research Fund | IRF | Mutual Fund - Series | |
T. Rowe Price Institutional Income Funds, Inc. | IINCF | Mutual Fund - Parent | |
T. Rowe Price Institutional Cash Reserves Fund | ICM | Mutual Fund - Series | |
T. Rowe Price Institutional Core Plus Fund | ICP | Mutual Fund - Series | |
T. Rowe Price Institutional Credit Opportunities Fund | ICO | Mutual Fund - Series | |
T. Rowe Price Institutional Floating Rate Fund | IFR | Mutual Fund - Series | |
T. Rowe Price Institutional Global Multi-Sector Bond Fund | IGM | Mutual Fund - Series | |
T. Rowe Price Institutional High Yield Fund | HYI | Mutual Fund - Series | |
T. Rowe Price Institutional Long Duration Credit Fund | LDC | Mutual Fund - Series | |
T. Rowe Price Institutional International Funds, Inc. | IIF | Mutual Fund - Parent | |
T. Rowe Price Institutional Africa & Middle East Fund | IAM | Mutual Fund - Series | |
T. Rowe Price Institutional Emerging Markets Bond Fund | IEB | Mutual Fund - Series | |
T. Rowe Price Institutional Emerging Markets Equity Fund | IEM | Mutual Fund - Series | |
T. Rowe Price Institutional Frontier Markets Equity Fund | IFM | Mutual Fund - Series | |
T. Rowe Price Institutional Global Focused Growth Equity Fund | IGE | Mutual Fund - Series | |
T. Rowe Price Institutional Global Growth Equity Fund | IGL | Mutual Fund - Series | |
T. Rowe Price Institutional Global Value Equity Fund | IGV | Mutual Fund - Series | |
T. Rowe Price Institutional International Bond Fund | IIB | Mutual Fund - Series | |
T. Rowe Price Institutional International Concentrated Equity Fund | ICE | Mutual Fund - Series | |
T. Rowe Price Institutional International Core Equity Fund | IIC | Mutual Fund - Series | |
T. Rowe Price Institutional International Growth Equity Fund | FEF | Mutual Fund - Series | |
T. Rowe Price Intermediate Tax-Free High Yield Fund, Inc. | ITF | Mutual Fund - Parent |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price International Funds, Inc. | PIF | Mutual Fund - Parent | |
T. Rowe Price Africa & Middle East Fund | AME | Mutual Fund - Series | |
T. Rowe Price Asia Opportunities Fund | AOF | Mutual Fund - Series | |
T. Rowe Price Emerging Europe Fund | EEM | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Bond Fund | EMB | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Corporate Bond Fund | EMC | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Currency Bond Fund | EML | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Stock Fund | EMS | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Value Stock Fund | EMV | Mutual Fund - Series | |
T. Rowe Price European Stock Fund | ESF | Mutual Fund - Series | |
T. Rowe Price Global Consumer Fund | GCF | Mutual Fund - Series | |
T. Rowe Price Global Growth Stock Fund | GLE | Mutual Fund - Series | |
T. Rowe Price Global High Income Bond Fund | GHI | Mutual Fund - Series | |
T. Rowe Price Global Industrials Fund | IND | Mutual Fund - Series | |
T. Rowe Price Global Stock Fund | GLS | Mutual Fund - Series | |
T. Rowe Price Global Unconstrained Bond Fund | GUN | Mutual Fund - Series | |
T. Rowe Price International Bond Fund | IBF | Mutual Fund - Series | |
T. Rowe Price International Concentrated Equity Fund | ICN | Mutual Fund - Series | |
T. Rowe Price International Discovery Fund | IDF | Mutual Fund - Series | |
T. Rowe Price International Growth & Income Fund | IGI | Mutual Fund - Series | |
T. Rowe Price International Stock Fund | ISF | Mutual Fund - Series | |
T. Rowe Price Japan Fund | JAF | Mutual Fund - Series | |
T. Rowe Price Latin America Fund | LAM | Mutual Fund - Series | |
T. Rowe Price New Asia Fund | NAS | Mutual Fund - Series | |
T. Rowe Price Overseas Stock Fund | OSF | Mutual Fund - Series |
119
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price International Index Fund, Inc. | IIXF | Mutual Fund - Parent | |
T. Rowe Price International Equity Index Fund | IXF | Mutual Fund - Series | |
T. Rowe Price International Series, Inc. | INS | Mutual Fund - Parent | |
T. Rowe Price International Stock Portfolio | ISP | Mutual Fund - Series | |
T. Rowe Price Limited Duration Inflation Focused Bond Fund, Inc. | STI | Mutual Fund - Parent | |
T. Rowe Price Media & Telecommunications Fund, Inc. | MTF | Mutual Fund - Parent | |
T. Rowe Price Mid-Cap Growth Fund, Inc. | MCG | Mutual Fund - Parent | |
T. Rowe Price Mid-Cap Value Fund, Inc. | MCV | Mutual Fund - Parent | |
T. Rowe Price Multi-Sector Account Portfolios, Inc. | MAPS | Mutual Fund - Parent | |
T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio | EBS | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio | ELS | Mutual Fund - Series | |
T. Rowe Price Floating Rate Multi-Sector Account Portfolio | FRS | Mutual Fund - Series | |
T. Rowe Price High Yield Multi-Sector Account Portfolio | HYS | Mutual Fund - Series | |
T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio | IGS | Mutual Fund - Series | |
T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio | MBS | Mutual Fund - Series | |
T. Rowe Price New America Growth Fund | NAG | Mutual Fund - Parent | |
T. Rowe Price New Era Fund, Inc. | NEF | Mutual Fund - Parent | |
T. Rowe Price New Horizons Fund, Inc. | NHF | Mutual Fund - Parent | |
T. Rowe Price New Income Fund, Inc. | NIF | Mutual Fund - Parent | |
T. Rowe Price Personal Strategy Funds, Inc. | PER | Mutual Fund - Parent | |
T. Rowe Price Personal Strategy Balanced Fund | PSB | Mutual Fund - Series | |
T. Rowe Price Personal Strategy Growth Fund | PSG | Mutual Fund - Series | |
T. Rowe Price Personal Strategy Income Fund | PSI | Mutual Fund - Series | |
T. Rowe Price Prime Reserve Fund, Inc. | PRF | Mutual Fund |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Quantitative Management Funds, Inc. | QUANT | Mutual Fund - Parent | |
T. Rowe Price QM Global Equity Fund | QGE | Mutual Fund - Series | |
T. Rowe Price QM U.S. Small-Cap Growth Equity Fund | DSG | Mutual Fund - Series | |
T. Rowe Price QM U.S. Small & Mid-Cap Core Equity Fund | QSM | Mutual Fund - Series | |
T. Rowe Price QM U.S. Value Equity Fund | QMV | Mutual Fund - Series | |
T. Rowe Price Real Assets Fund, Inc. | RAF | Mutual Fund - Parent | |
T. Rowe Price Real Estate Fund, Inc. | REF | Mutual Fund - Parent | |
T. Rowe Price Reserve Investment Funds, Inc. | RESFDS | Mutual Fund - Parent | |
T. Rowe Price Government Reserve Investment Fund | GRS | Mutual Fund - Series | |
T. Rowe Price Reserve Investment Fund | RES | Mutual Fund - Series | |
T. Rowe Price Short-Term Government Reserve Fund | GRI | Mutual Fund - Series | |
T. Rowe Price Short-Term Reserve Fund | REI | Mutual Fund - Series | |
T. Rowe Price Science & Technology Fund, Inc. | STF | Mutual Fund - Parent | |
T. Rowe Price Short-Term Bond Fund, Inc. | STB | Mutual Fund - Parent | |
T. Rowe Price Ultra Short-Term Bond Fund | SBF | Mutual Fund - Series | |
T. Rowe Price Small-Cap Stock Fund, Inc. | SCS | Mutual Fund - Parent | |
T. Rowe Price Small-Cap Value Fund, Inc. | SCV | Mutual Fund - Parent | |
T. Rowe Price State Tax-Free Income Trust | STT | Mutual Fund - Parent | |
Georgia Tax-Free Bond Fund | GAB | Mutual Fund - Series | |
Maryland Short-Term Tax-Free Bond Fund | MDS | Mutual Fund - Series | |
Maryland Tax-Free Bond Fund | MDB | Mutual Fund - Series | |
Maryland Tax-Free Money Fund | MDM | Mutual Fund - Series | |
New Jersey Tax-Free Bond Fund | NJB | Mutual Fund - Series | |
New York Tax-Free Bond Fund | NYB | Mutual Fund - Series | |
New York Tax-Free Money Fund | NYM | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
Virginia Tax-Free Bond Fund | VAB | Mutual Fund - Series | |
T. Rowe Price Summit Funds, Inc. | SIF | Mutual Fund - Parent | |
T. Rowe Price Summit Cash Reserves Fund | SCR | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Funds, Inc. | SMF | Mutual Fund - Parent | |
T. Rowe Price Summit Municipal Income Fund | SMI | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Intermediate Fund | SMT | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Money Market Fund | SMM | Mutual Fund - Series | |
T. Rowe Price Tax-Efficient Funds, Inc. | TEF | Mutual Fund - Parent | |
T. Rowe Price Tax-Efficient Equity Fund | TMC | Mutual Fund - Series | |
T. Rowe Price Tax-Exempt Money Fund, Inc. | TEM | Mutual Fund | |
T. Rowe Price Tax-Free High Yield Fund, Inc. | TFH | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Income Fund, Inc. | TFI | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Short-Intermediate Fund, Inc. | TFS | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Ultra Short-Term Bond Fund | TUS | Mutual Fund - Series | |
T. Rowe Price U.S. Bond Enhanced Index Fund, Inc. | UBX | Mutual Fund | |
T. Rowe Price U.S. Large-Cap Core Fund, Inc. | LCF | Mutual Fund - Parent | |
T. Rowe Price U.S. Treasury Funds, Inc. | USTF | Mutual Fund - Parent | |
U.S. Treasury Intermediate Fund | USI | Mutual Fund - Series | |
U.S. Treasury Long-Term Fund | USL | Mutual Fund - Series | |
U.S. Treasury Money Fund | UST | Mutual Fund - Series | |
T. Rowe Price Value Fund, Inc. | VAL | Mutual Fund - Parent | |
'40 Act Registered Fund of Funds | |||
T. Rowe Price Retirement Funds, Inc. | RDF | Mutual Fund - Parent | |
T. Rowe Price Retirement 2005 Fund | RPJ | Mutual Fund - Series | |
T. Rowe Price Retirement 2010 Fund | RPA | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Retirement 2015 Fund | RPG | Mutual Fund - Series | |
T. Rowe Price Retirement 2020 Fund | RPB | Mutual Fund - Series | |
T. Rowe Price Retirement 2025 Fund | RPH | Mutual Fund - Series | |
T. Rowe Price Retirement 2030 Fund | RPC | Mutual Fund - Series | |
T. Rowe Price Retirement 2035 Fund | RPI | Mutual Fund - Series | |
T. Rowe Price Retirement 2040 Fund | RPD | Mutual Fund - Series | |
T. Rowe Price Retirement 2045 Fund | RPK | Mutual Fund - Series | |
T. Rowe Price Retirement 2050 Fund | RPL | Mutual Fund - Series | |
T. Rowe Price Retirement 2055 Fund | RPM | Mutual Fund - Series | |
T. Rowe Price Retirement 2060 Fund | RPN | Mutual Fund - Series | |
T. Rowe Price Retirement Balanced Fund | RPE | Mutual Fund - Series | |
T. Rowe Price Retirement I 2005 Fund—I Class | RBI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2010 Fund—I Class | RCI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2015 Fund—I Class | RDI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2020 Fund—I Class | RFI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2025 Fund—I Class | RGI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2030 Fund—I Class | RHI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2035 Fund—I Class | RII | Mutual Fund - Series | |
T. Rowe Price Retirement I 2040 Fund—I Class | RJI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2045 Fund—I Class | RKI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2050 Fund—I Class | RMI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2055 Fund—I Class | RNI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2060 Fund—I Class | ROI | Mutual Fund - Series | |
T. Rowe Price Retirement Balanced I Fund—I Class | RQI | Mutual Fund - Series | |
T. Rowe Price Target 2005 Fund | TRA | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Target 2010 Fund | TRB | Mutual Fund - Series | |
T. Rowe Price Target 2015 Fund | TRC | Mutual Fund - Series | |
T. Rowe Price Target 2020 Fund | TRD | Mutual Fund - Series | |
T. Rowe Price Target 2025 Fund | TRE | Mutual Fund - Series | |
T. Rowe Price Target 2030 Fund | TRG | Mutual Fund - Series | |
T. Rowe Price Target 2035 Fund | TRH | Mutual Fund - Series | |
T. Rowe Price Target 2040 Fund | TRJ | Mutual Fund - Series | |
T. Rowe Price Target 2045 Fund | TRL | Mutual Fund - Series | |
T. Rowe Price Target 2050 Fund | TRM | Mutual Fund - Series | |
T. Rowe Price Target 2055 Fund | TRN | Mutual Fund - Series | |
T. Rowe Price Target 2060 Fund | TRO | Mutual Fund - Series | |
T. Rowe Price Spectrum Fund, Inc. | SPC | Mutual Fund - Parent | |
Spectrum Growth Fund | SPG | Mutual Fund - Series | |
Spectrum Income Fund | SPI | Mutual Fund - Series | |
Spectrum International Fund | SPF | Mutual Fund - Series |
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AMENDMENT
NO. 6
TO
Fund Accounting Agreement
This Amendment No. 6 (this “Amendment”) is made and entered into effective as of August 1, 2016 (“Amendment Effective Date”) by and between each Fund listed on amended Exhibit A (each a “Fund” or collectively the “Funds”), attached hereto as attachment A, T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office located at 100 E. Pratt Street, Baltimore, Maryland 21202 (“TRP”) and THE BANK OF NEW YORK MELLON, a bank organized under the Laws of the State of New York, having its principal office located at 255 Liberty Street, New York, New York 10286 (“BNY Mellon”).
WHEREAS, each Fund, TRP, and BNY Mellon have entered into a Fund Accounting Agreement, dated as of August 1, 2015 (the “Fund Accounting Agreement”); and
WHEREAS, each Fund, TRP, and BNY Mellon desire to amend the Fund Accounting Agreement to reflect certain changes as set forth in this Amendment.
NOW, THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, intending to be legally bound, each Fund, TRP, and BNY Mellon hereby agree as follows:
1. DEFINITIONS
Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Fund Accounting Agreement.
2. AMENDED EXHIBIT A
The Fund Accounting Agreement is hereby amended by changing the name of the T. Rowe Price Prime Reserve Fund, Inc. to T. Rowe Price
125
Government Money Fund, Inc.; by changing the name of the T. Rowe Price Reserve Investment Fund to the T. Rowe Price Government Reserve Fund and by the changing the name of the T. Rowe Price Government Reserve Investment Fund to the T. Rowe Price Treasury Reserve Fund, both Mutual Fund - Series of T. Rowe Price Reserve Investment Funds, Inc.; and by changing the name of the T. Rowe Price Summit Cash Reserves Fund to the T. Rowe Price Cash Reserves Fund, a Mutual Fund - Series of T. Rowe Price Summit Funds, Inc.
3. EFFECT ON FUND ACCOUNTING AGREEMENT
In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.
4. GOVERNING LAW
The laws of the State of New York and the federal laws of the United States applicable therein shall govern, construe, and enforce all of the rights, duties, and obligations arising out of or related in any manner to, the subject matter of this Amendment, notwithstanding any conflict of laws principles.
5. COUNTERPARTS/FACSIMILE
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. This Amendment may also be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.
126
IN WITNESS WHEREOF, each Fund, TRP, and BNY Mellon have executed or caused this Amendment to be executed as of the Amendment Effective Date by its duly authorized representative.
THE BANK OF NEW YORK MELLON |
By: /s/Donald Brophy |
Name: Donald Brophy |
Title: Vice President |
Date: 8/18/16 |
127
T. ROWE PRICE ASSOCIATES, INC. |
By: /s/David Oestreicher |
Name: David Oestreicher |
Title: Vice President |
Date: 8/5/16 |
128
On behalf of each Fund listed in Amended Exhibit A |
By: /s/Darrell N. Braman |
Name: Darrell N. Braman |
Title: Vice President |
Date: 8/3/16 |
129
ATTACHMENT A
Amended Exhibit A
Mutual Fund Entity Name | Reference ID | Entity Type | |
‘40 Act Registered Funds |
|
| |
T. Rowe Price Balanced Fund, Inc. | BAL | Mutual Fund - Parent | |
T. Rowe Price Blue Chip Growth Fund, Inc. | BCG | Mutual Fund - Parent | |
T. Rowe Price California Tax-Free Income Trust | CAT | Mutual Fund - Parent | |
California Tax-Free Bond Fund | CAB | Mutual Fund - Series | |
California Tax-Free Money Fund | CAM | Mutual Fund - Series | |
T. Rowe Price Capital Appreciation Fund | CAF | Mutual Fund - Parent | |
T. Rowe Price Capital Opportunity Fund, Inc. | COF | Mutual Fund - Parent | |
T. Rowe Price Corporate Income Fund, Inc. | CIF | Mutual Fund - Parent | |
T. Rowe Price Credit Opportunities Fund, Inc. | CRO | Mutual Fund - Parent | |
T. Rowe Price Diversified Mid-Cap Growth Fund, Inc. | DMG | Mutual Fund | |
T. Rowe Price Dividend Growth Fund, Inc. | DGF | Mutual Fund - Parent | |
T. Rowe Price Equity Income Fund | EIF | Mutual Fund - Parent | |
T. Rowe Price Equity Series, Inc. | EQS | Mutual Fund - Parent | |
T. Rowe Price Blue Chip Growth Portfolio | BCP | Mutual Fund - Series | |
T. Rowe Price Equity Income Portfolio | EIP | Mutual Fund - Series | |
T. Rowe Price Equity Index 500 Portfolio | EXP | Mutual Fund - Series | |
T. Rowe Price Health Sciences Portfolio | HSP | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Growth Portfolio | MGP | Mutual Fund - Series | |
T. Rowe Price New America Growth Portfolio | NAP | Mutual Fund - Series | |
T. Rowe Price Personal Strategy Balanced Portfolio | PSP | Mutual Fund - Series | |
T. Rowe Price Financial Services Fund, Inc. | FSF | Mutual Fund |
130
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Fixed Income Series, Inc. | FIS | Mutual Fund - Parent | |
T. Rowe Price Government Money Portfolio | PRP | Mutual Fund - Series | |
T. Rowe Price Limited-Term Bond Portfolio | LTP | Mutual Fund - Series | |
T. Rowe Price Floating Rate Fund, Inc. | FRI | Mutual Fund - Parent | |
T. Rowe Price Global Allocation Fund, Inc. | GAF | Mutual Fund - Parent | |
T. Rowe Price Global Multi-Sector Bond Fund, Inc. | SNF | Mutual Fund - Parent | |
T. Rowe Price Global Real Estate Fund, Inc. | GRE | Mutual Fund - Parent | |
T. Rowe Price Global Technology Fund, Inc. | GTF | Mutual Fund | |
T. Rowe Price GNMA Fund | GMA | Mutual Fund | |
T. Rowe Price Government Money Fund, Inc. | PRF | Mutual Fund | |
T. Rowe Price Growth & Income Fund, Inc. | GIF | Mutual Fund | |
T. Rowe Price Growth Stock Fund, Inc. | GSF | Mutual Fund - Parent | |
T. Rowe Price Health Sciences Fund, Inc. | HSF | Mutual Fund - Parent | |
T. Rowe Price High Yield Fund, Inc. | HYF | Mutual Fund - Parent | |
T. Rowe Price Index Trust, Inc. | INDX | Mutual Fund - Parent | |
T. Rowe Price Equity Index 500 Fund | EXF | Mutual Fund - Series | |
T. Rowe Price Extended Equity Market Index Fund | XMX | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Index Fund | MCX | Mutual Fund - Series | |
T. Rowe Price Small-Cap Index Fund | SCX | Mutual Fund - Series | |
T. Rowe Price Total Equity Market Index Fund | TMX | Mutual Fund - Series | |
T. Rowe Price Inflation Protected Bond Fund, Inc. | IPB | Mutual Fund - Parent | |
T. Rowe Price Institutional Equity Funds, Inc. | IEF | Mutual Fund - Parent | |
T. Rowe Price Institutional Large-Cap Core Growth Fund | LCC | Mutual Fund - Series | |
T. Rowe Price Institutional Large-Cap Growth Fund | LCG | Mutual Fund - Series | |
T. Rowe Price Institutional Large-Cap Value Fund | LCV | Mutual Fund - Series |
131
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Institutional Mid-Cap Equity Growth Fund | MCE | Mutual Fund - Series | |
T. Rowe Price Institutional Small-Cap Stock Fund | SCI | Mutual Fund - Series | |
T. Rowe Price Institutional U.S. Structured Research Fund | IRF | Mutual Fund - Series | |
T. Rowe Price Institutional Income Funds, Inc. | IINCF | Mutual Fund - Parent | |
T. Rowe Price Institutional Cash Reserves Fund | ICM | Mutual Fund - Series | |
T. Rowe Price Institutional Core Plus Fund | ICP | Mutual Fund - Series | |
T. Rowe Price Institutional Credit Opportunities Fund | ICO | Mutual Fund - Series | |
T. Rowe Price Institutional Floating Rate Fund | IFR | Mutual Fund - Series | |
T. Rowe Price Institutional Global Multi-Sector Bond Fund | IGM | Mutual Fund - Series | |
T. Rowe Price Institutional High Yield Fund | HYI | Mutual Fund - Series | |
T. Rowe Price Institutional Long Duration Credit Fund | LDC | Mutual Fund - Series | |
T. Rowe Price Institutional International Funds, Inc. | IIF | Mutual Fund - Parent | |
T. Rowe Price Institutional Africa & Middle East Fund | IAM | Mutual Fund - Series | |
T. Rowe Price Institutional Emerging Markets Bond Fund | IEB | Mutual Fund - Series | |
T. Rowe Price Institutional Emerging Markets Equity Fund | IEM | Mutual Fund - Series | |
T. Rowe Price Institutional Frontier Markets Equity Fund | IFM | Mutual Fund - Series | |
T. Rowe Price Institutional Global Focused Growth Equity Fund | IGE | Mutual Fund - Series | |
T. Rowe Price Institutional Global Growth Equity Fund | IGL | Mutual Fund - Series | |
T. Rowe Price Institutional Global Value Equity Fund | IGV | Mutual Fund - Series | |
T. Rowe Price Institutional International Bond Fund | IIB | Mutual Fund - Series | |
T. Rowe Price Institutional International Concentrated Equity Fund | ICE | Mutual Fund - Series | |
T. Rowe Price Institutional International Core Equity Fund | IIC | Mutual Fund - Series | |
T. Rowe Price Institutional International Growth Equity Fund | FEF | Mutual Fund - Series | |
T. Rowe Price Intermediate Tax-Free High Yield Fund, Inc. | ITF | Mutual Fund - Parent |
132
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price International Funds, Inc. | PIF | Mutual Fund - Parent | |
T. Rowe Price Africa & Middle East Fund | AME | Mutual Fund - Series | |
T. Rowe Price Asia Opportunities Fund | AOF | Mutual Fund - Series | |
T. Rowe Price Emerging Europe Fund | EEM | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Bond Fund | EMB | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Corporate Bond Fund | EMC | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Currency Bond Fund | EML | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Stock Fund | EMS | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Value Stock Fund | EMV | Mutual Fund - Series | |
T. Rowe Price European Stock Fund | ESF | Mutual Fund - Series | |
T. Rowe Price Global Consumer Fund | GCF | Mutual Fund - Series | |
T. Rowe Price Global Growth Stock Fund | GLE | Mutual Fund - Series | |
T. Rowe Price Global High Income Bond Fund | GHI | Mutual Fund - Series | |
T. Rowe Price Global Industrials Fund | IND | Mutual Fund - Series | |
T. Rowe Price Global Stock Fund | GLS | Mutual Fund - Series | |
T. Rowe Price Global Unconstrained Bond Fund | GUN | Mutual Fund - Series | |
T. Rowe Price International Bond Fund | IBF | Mutual Fund - Series | |
T. Rowe Price International Concentrated Equity Fund | ICN | Mutual Fund - Series | |
T. Rowe Price International Discovery Fund | IDF | Mutual Fund - Series | |
T. Rowe Price International Growth & Income Fund | IGI | Mutual Fund - Series | |
T. Rowe Price International Stock Fund | ISF | Mutual Fund - Series | |
T. Rowe Price Japan Fund | JAF | Mutual Fund - Series | |
T. Rowe Price Latin America Fund | LAM | Mutual Fund - Series | |
T. Rowe Price New Asia Fund | NAS | Mutual Fund - Series | |
T. Rowe Price Overseas Stock Fund | OSF | Mutual Fund - Series |
133
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price International Index Fund, Inc. | IIXF | Mutual Fund - Parent | |
T. Rowe Price International Equity Index Fund | IXF | Mutual Fund - Series | |
T. Rowe Price International Series, Inc. | INS | Mutual Fund - Parent | |
T. Rowe Price International Stock Portfolio | ISP | Mutual Fund - Series | |
T. Rowe Price Limited Duration Inflation Focused Bond Fund, Inc. | STI | Mutual Fund - Parent | |
T. Rowe Price Media & Telecommunications Fund, Inc. | MTF | Mutual Fund - Parent | |
T. Rowe Price Mid-Cap Growth Fund, Inc. | MCG | Mutual Fund - Parent | |
T. Rowe Price Mid-Cap Value Fund, Inc. | MCV | Mutual Fund - Parent | |
T. Rowe Price Multi-Sector Account Portfolios, Inc. | MAPS | Mutual Fund - Parent | |
T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio | EBS | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio | ELS | Mutual Fund - Series | |
T. Rowe Price Floating Rate Multi-Sector Account Portfolio | FRS | Mutual Fund - Series | |
T. Rowe Price High Yield Multi-Sector Account Portfolio | HYS | Mutual Fund - Series | |
T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio | IGS | Mutual Fund - Series | |
T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio | MBS | Mutual Fund - Series | |
T. Rowe Price New America Growth Fund | NAG | Mutual Fund - Parent | |
T. Rowe Price New Era Fund, Inc. | NEF | Mutual Fund - Parent | |
T. Rowe Price New Horizons Fund, Inc. | NHF | Mutual Fund - Parent | |
T. Rowe Price New Income Fund, Inc. | NIF | Mutual Fund - Parent | |
T. Rowe Price Personal Strategy Funds, Inc. | PER | Mutual Fund - Parent | |
T. Rowe Price Personal Strategy Balanced Fund | PSB | Mutual Fund - Series | |
T. Rowe Price Personal Strategy Growth Fund | PSG | Mutual Fund - Series | |
T. Rowe Price Personal Strategy Income Fund | PSI | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Quantitative Management Funds, Inc. | QUANT | Mutual Fund - Parent | |
T. Rowe Price QM Global Equity Fund | QGE | Mutual Fund - Series | |
T. Rowe Price QM U.S. Small-Cap Growth Equity Fund | DSG | Mutual Fund - Series | |
T. Rowe Price QM U.S. Small & Mid-Cap Core Equity Fund | QSM | Mutual Fund - Series | |
T. Rowe Price QM U.S. Value Equity Fund | QMV | Mutual Fund - Series | |
T. Rowe Price Real Assets Fund, Inc. | RAF | Mutual Fund - Parent | |
T. Rowe Price Real Estate Fund, Inc. | REF | Mutual Fund - Parent | |
T. Rowe Price Reserve Investment Funds, Inc. | RESFDS | Mutual Fund - Parent | |
T. Rowe Price Government Reserve Fund | RES | Mutual Fund - Series | |
T. Rowe Price Short-Term Government Reserve Fund | GRI | Mutual Fund - Series | |
T. Rowe Price Short-Term Reserve Fund | REI | Mutual Fund - Series | |
T. Rowe Price Treasury Reserve Fund | GRS | Mutual Fund - Series | |
T. Rowe Price Science & Technology Fund, Inc. | STF | Mutual Fund - Parent | |
T. Rowe Price Short-Term Bond Fund, Inc. | STB | Mutual Fund - Parent | |
T. Rowe Price Ultra Short-Term Bond Fund | SBF | Mutual Fund - Series | |
T. Rowe Price Small-Cap Stock Fund, Inc. | SCS | Mutual Fund - Parent | |
T. Rowe Price Small-Cap Value Fund, Inc. | SCV | Mutual Fund - Parent | |
T. Rowe Price State Tax-Free Income Trust | STT | Mutual Fund - Parent | |
Georgia Tax-Free Bond Fund | GAB | Mutual Fund - Series | |
Maryland Short-Term Tax-Free Bond Fund | MDS | Mutual Fund - Series | |
Maryland Tax-Free Bond Fund | MDB | Mutual Fund - Series | |
Maryland Tax-Free Money Fund | MDM | Mutual Fund - Series | |
New Jersey Tax-Free Bond Fund | NJB | Mutual Fund - Series | |
New York Tax-Free Bond Fund | NYB | Mutual Fund - Series | |
New York Tax-Free Money Fund | NYM | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
Virginia Tax-Free Bond Fund | VAB | Mutual Fund - Series | |
T. Rowe Price Summit Funds, Inc. | SIF | Mutual Fund - Parent | |
T. Rowe Price Cash Reserves Fund | SCR | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Funds, Inc. | SMF | Mutual Fund - Parent | |
T. Rowe Price Summit Municipal Income Fund | SMI | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Intermediate Fund | SMT | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Money Market Fund | SMM | Mutual Fund - Series | |
T. Rowe Price Tax-Efficient Funds, Inc. | TEF | Mutual Fund - Parent | |
T. Rowe Price Tax-Efficient Equity Fund | TMC | Mutual Fund - Series | |
T. Rowe Price Tax-Exempt Money Fund, Inc. | TEM | Mutual Fund | |
T. Rowe Price Tax-Free High Yield Fund, Inc. | TFH | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Income Fund, Inc. | TFI | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Short-Intermediate Fund, Inc. | TFS | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Ultra Short-Term Bond Fund | TUS | Mutual Fund - Series | |
T. Rowe Price U.S. Bond Enhanced Index Fund, Inc. | UBX | Mutual Fund | |
T. Rowe Price U.S. Large-Cap Core Fund, Inc. | LCF | Mutual Fund - Parent | |
T. Rowe Price U.S. Treasury Funds, Inc. | USTF | Mutual Fund - Parent | |
U.S. Treasury Intermediate Fund | USI | Mutual Fund - Series | |
U.S. Treasury Long-Term Fund | USL | Mutual Fund - Series | |
U.S. Treasury Money Fund | UST | Mutual Fund - Series | |
T. Rowe Price Value Fund, Inc. | VAL | Mutual Fund - Parent | |
'40 Act Registered Fund of Funds | |||
T. Rowe Price Retirement Funds, Inc. | RDF | Mutual Fund - Parent | |
T. Rowe Price Retirement 2005 Fund | RPJ | Mutual Fund - Series | |
T. Rowe Price Retirement 2010 Fund | RPA | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Retirement 2015 Fund | RPG | Mutual Fund - Series | |
T. Rowe Price Retirement 2020 Fund | RPB | Mutual Fund - Series | |
T. Rowe Price Retirement 2025 Fund | RPH | Mutual Fund - Series | |
T. Rowe Price Retirement 2030 Fund | RPC | Mutual Fund - Series | |
T. Rowe Price Retirement 2035 Fund | RPI | Mutual Fund - Series | |
T. Rowe Price Retirement 2040 Fund | RPD | Mutual Fund - Series | |
T. Rowe Price Retirement 2045 Fund | RPK | Mutual Fund - Series | |
T. Rowe Price Retirement 2050 Fund | RPL | Mutual Fund - Series | |
T. Rowe Price Retirement 2055 Fund | RPM | Mutual Fund - Series | |
T. Rowe Price Retirement 2060 Fund | RPN | Mutual Fund - Series | |
T. Rowe Price Retirement Balanced Fund | RPE | Mutual Fund - Series | |
T. Rowe Price Retirement I 2005 Fund—I Class | RBI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2010 Fund—I Class | RCI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2015 Fund—I Class | RDI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2020 Fund—I Class | RFI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2025 Fund—I Class | RGI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2030 Fund—I Class | RHI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2035 Fund—I Class | RII | Mutual Fund - Series | |
T. Rowe Price Retirement I 2040 Fund—I Class | RJI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2045 Fund—I Class | RKI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2050 Fund—I Class | RMI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2055 Fund—I Class | RNI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2060 Fund—I Class | ROI | Mutual Fund - Series | |
T. Rowe Price Retirement Balanced I Fund—I Class | RQI | Mutual Fund - Series | |
T. Rowe Price Target 2005 Fund | TRA | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Target 2010 Fund | TRB | Mutual Fund - Series | |
T. Rowe Price Target 2015 Fund | TRC | Mutual Fund - Series | |
T. Rowe Price Target 2020 Fund | TRD | Mutual Fund - Series | |
T. Rowe Price Target 2025 Fund | TRE | Mutual Fund - Series | |
T. Rowe Price Target 2030 Fund | TRG | Mutual Fund - Series | |
T. Rowe Price Target 2035 Fund | TRH | Mutual Fund - Series | |
T. Rowe Price Target 2040 Fund | TRJ | Mutual Fund - Series | |
T. Rowe Price Target 2045 Fund | TRL | Mutual Fund - Series | |
T. Rowe Price Target 2050 Fund | TRM | Mutual Fund - Series | |
T. Rowe Price Target 2055 Fund | TRN | Mutual Fund - Series | |
T. Rowe Price Target 2060 Fund | TRO | Mutual Fund - Series | |
T. Rowe Price Spectrum Fund, Inc. | SPC | Mutual Fund - Parent | |
Spectrum Growth Fund | SPG | Mutual Fund - Series | |
Spectrum Income Fund | SPI | Mutual Fund - Series | |
Spectrum International Fund | SPF | Mutual Fund - Series |
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AMENDMENT
NO. 7
TO
Fund Accounting Agreement
This Amendment No. 7 (this “Amendment”) dated September 28, 2016 and effective as of September 6, 2016 (“Amendment Effective Date”) by and between each Fund listed on Exhibit A (each a “Fund” or collectively the “Funds”) to the Fund Accounting Agreement (as defined below), T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office located at 100 E. Pratt Street, Baltimore, Maryland 21202 (“TRP”) and THE BANK OF NEW YORK MELLON, a bank organized under the Laws of the State of New York, having its principal office located at 255 Liberty Street, New York, New York 10286 (“BNY Mellon”).
WHEREAS, each Fund, TRP, and BNY Mellon have entered into a Fund Accounting Agreement, dated as of August 1, 2015 (the “Fund Accounting Agreement”); and
WHEREAS, each Fund, TRP, and BNY Mellon desire to amend the Fund Accounting Agreement to reflect certain changes as set forth in this Amendment.
NOW, THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, intending to be legally bound, each Fund, TRP, and BNY Mellon hereby agree as follows:
1. DEFINITIONS
Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Fund Accounting Agreement.
2. AMENDED SCHEDULE I
The Fund Accounting Agreement is hereby amended by replacing Schedule I, in its entirety, with the amended Schedule I, attached
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hereto as Attachment A, by restating the services described under the heading “Money Market Fund Services”.
3. AMENDED SCHEDULE II
The Fund Accounting Agreement is hereby amended by replacing Schedule II, in its entirety, with the amended Schedule II, attached hereto as Attachment B, by restating NAV Error under the heading “Definitions”.
4. AMENDED SCHEDULE IV
The Fund Accounting Agreement is hereby amended by replacing Schedule IV, in its entirety, with the amended Schedule IV, attached hereto as Attachment C, by adding the fees described under the heading “Money Market Fund Services Fee”.
5. EFFECT ON FUND ACCOUNTING AGREEMENT
In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.
6. GOVERNING LAW
The laws of the State of New York and the federal laws of the United States applicable therein shall govern, construe, and enforce all of the rights, duties, and obligations arising out of or related in any manner to, the subject matter of this Amendment, notwithstanding any conflict of laws principles.
7. COUNTERPARTS/FACSIMILE
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall
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constitute one single agreement between the Parties. This Amendment may also be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.
IN WITNESS WHEREOF, each Fund, TRP, and BNY Mellon have executed or caused this Amendment to be executed as of the Amendment Effective Date by its duly authorized representative.
THE BANK OF NEW YORK MELLON |
By: /s/Donald Brophy |
Name: Donald Brophy |
Title: Vice President |
Date: 10/6/16 |
T. ROWE PRICE ASSOCIATES, INC. |
By: /s/David Oestreicher |
Name: David Oestreicher |
Title: Vice President |
Date: 10/4/16 |
On behalf of each Fund listed in Amended Exhibit A |
By: /s/Darrell N. Braman |
Name: Darrell N. Braman |
Title: Vice President |
Date: 9/30/2016 |
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ATTACHMENT A
AMENDED SCHEDULE I
Schedule of Services
All services provided in this Schedule of Services are subject to the review and approval of the appropriate Fund officers, Fund counsel and accountants of each Fund, as may be applicable. The services included on this Schedule of Services may be provided by BNY Mellon or a BNY Mellon Affiliate, collectively referred to herein as “BNY Mellon”. Additionally, the services provided shall comply with generally accepted accounting principles, regulatory requirements and/or such TRP policies and Instructions as applicable.
VALUATION SUPPORT AND COMPUTATION ACCOUNTING SERVICES
BNY Mellon shall provide the following valuation support and computation accounting services for each Fund:
Journalize investment, capital share and income and expense activities;
Maintain individual ledgers for investment securities;
Maintain historical tax lots for each security;
Corporate action processing as more fully set forth in the SLDs;
Reconcile cash and investment balances of each Fund with the Fund’s custodian or other counterparties as applicable;
Provide a Fund’s investment adviser, as applicable, with the cash balance available for investment purposes at start-of-day and upon request, as agreed by the parties;
Calculate capital gains and losses;
Calculate daily distribution rate per share;
Determine net income;
Obtain security market quotes and currency exchange rates from pricing services approved by a Fund’s investment adviser, or if such quotes are unavailable, then obtain such prices from the Fund’s investment adviser, and in either case, calculate the market value of each Fund’s investments in accordance with the Fund's valuation policies or guidelines; provided, however, that BNY Mellon shall not under any circumstances be under a duty to independently price or value any of the Fund's investments, including securities lending related cash collateral investments (with the exception of the services provided hereunder to Funds utilized for such cash collateral investments), itself or to confirm or validate any information or valuation provided by the investment adviser or any other pricing source, nor shall BNY Mellon have any liability relating to inaccuracies or otherwise with respect to such information or valuations; notwithstanding the foregoing, BNY Mellon shall follow the established procedures and controls to identify exceptions, tolerance breaches, etc. and to research and resolve or escalate any pricing inaccuracies;
Application of the established automated price validation rules against prices received from third party vendors and review of exceptions as identified;
Calculate Net Asset Value in the manner specified in the Fund’s Offering Materials (which, for the service described herein, shall include the Fund’s Net Asset Value error policy);
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Calculate Accumulated Unit Values (“AUV”) for select funds as mutually agreed upon between the parties;
Transmit or make available a copy of the daily portfolio valuation to a Fund’s investment adviser;
Calculate yields, portfolio dollar-weighted average maturity and dollar-weighted average life as applicable; and
Calculate portfolio turnover rate for inclusion in the annual and semi-annual shareholder reports.
For money market funds, obtain security market quotes and calculate the market-value Net Asset Value in accordance with the Fund’s valuation policies and guidelines at such times and frequencies as required by regulation and/or instruction from TRP.
FINANCIAL REPORTING; MONEY MARKET FUND SERVICES
BNY Mellon shall provide the following financial reporting services for each Fund:
Financial Statement Preparation & Review
· Prepare the Fund’s annual and semi-annual shareholder reports3 for shareholder delivery and for inclusion in Form N-CSR;
· Prepare the Fund’s fiscal quarterly schedule of portfolio holdings3 for inclusion in Form N-Q;
· Prepare, circulate and maintain the Fund’s financial reporting production calendar and track status of reporting cycles;
· Coordinate N-SAR surveys; prepare and file (or coordinate the filing of) the Fund’s Form N-SAR; and
· Prepare and coordinate the filing of the Fund’s monthly website files and Form N-MFP, as applicable to money market funds.
Typesetting Services
· Create financial compositions for the applicable financial report and related EDGAR files;
· Maintain country codes, industry class codes, security class codes and state codes;
· Map individual general ledger accounts into master accounts to be displayed in the applicable financial reports;
· Create components that will specify the proper grouping and sorting for display of portfolio information;
· Create components that will specify the proper calculation and display of financial data required for each applicable financial report (except for identified manual entries, which BNY Mellon will enter);
· Process, convert and load security and general ledger data;
· Include data in financial reports provided from external parties to BNY Mellon which includes, but is not limited to: shareholder letters, “Management Discussion and Analysis” commentary, notes on performance, form of notes to financials, report of independent auditors, Fund management listing, service providers listing and Fund spectrums;
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3 Requires “Typesetting Services” as described herein.
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· Generate financial reports using the Vendor’s capabilities which include the following:
o table of contents;
o schedules of investments;
o statement of net assets;
o statements of assets and liabilities;
o statements of operation;
o statements of changes;
o statements of cash flows;
o financial highlights;
o notes to financial statements;
o report of independent registered public accounting firm;
o tax information; and
o additional Fund information as mutually agreed in writing between BNY Mellon and a Fund.
· Unless mutually agreed in writing between BNY Mellon and a Fund, solely with respect to typesetting services, BNY Mellon will use the same layout and format for every successive reporting period for the typeset reports. At the request of a Fund and upon the mutual written agreement of BNY Mellon and the Fund as to the scope of any changes and additional compensation of BNY Mellon, BNY Mellon will, or will cause the Vendor to, change the format or layout of reports from time to time.
Money Market Fund Services
· For each Fund requiring an intraday “floating” Net Asset Value, BNY Mellon shall calculate Net Asset Value in the manner specified in the Fund’s Offering Materials at the following two (2) times during a day the Fund is open for subscription and redemption activity; (i) 12:00 PM EST; and (ii) 4:00 PM EST inclusive of the daily distribution factor per share. During the applicable period of the calendar year, daylight savings times will be substituted for the above times as appropriate. The parties acknowledge the calculation of the intraday “floating” Net Asset Values are subject to the Fund’s policies on as of transactions, NAV error correction, and such other policies that may impact the calculation of a Fund’s Net Asset Value.
· BNY Mellon shall provide the following information in a mutually agreed upon electronic format to support the website disclosure requirements of the Funds, subject to BNY Mellon’s timely receipt of all necessary information related thereto that is not maintained on the BNY Mellon systems. The Funds acknowledge that BNY Mellon is not responsible for the Funds’ website, for any servicing on the Funds’ website, or for uploading, downloading or maintaining any information on or required to be on the Funds’ website.
o Date.
o Fund identifier.
o Share class.
o Market NAV (rounded to four (4) decimal places).
o Daily liquid assets.
o Weekly liquid assets.
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Shareholder inflows and outflows.
· Assist with the preparation and filing with the SEC of Form N-CR as requested by the Fund or Adviser.
· BNY Mellon shall, or shall cause the Vendor, to: (i) prepare, on a monthly basis, Form N-MFP, subject to BNY Mellon’s timely receipt of all necessary information related thereto that is not maintained on the BNY Mellon systems; and (ii) file Form N-MFP with the SEC, on a monthly basis; and
· Prepare and provide an electronic file of the portfolio holdings information required by Rule 2a-7(h)(10) to the Fund or, at the Fund’s written direction, to an identified third party (the deliverables for the above money market fund services collectively referred to as, the “Money Market Fund Services Reports”).
· Neither BNY Mellon nor the Vendor, in connection with a particular Money Market Fund Services Report, will prepare, provide or generate any reports, forms or files not specifically agreed to by BNY Mellon in advance.
· The applicable Fund acknowledges that it shall be responsible for the retention of any Money Market Fund Services Reports in accordance with Rule 2a-7 promulgated under the 1940 Act or any other applicable rule or regulation.
· Unless mutually agreed in writing between BNY Mellon and a Fund, solely with respect to typesetting of the Money Market Fund Services Reports, BNY Mellon will use the same layout and format for every successive reporting period for the Money Market Fund Services Reports. At the request of a Fund and upon the mutual written agreement of BNY Mellon and the Fund as to the scope of any changes and additional compensation of BNY Mellon, BNY Mellon will, or will cause the Vendor to, customize Money Market Fund Services Reports from time to time.
TAX SUPPORT SERVICES
BNY Mellon shall provide the following tax support services for each Fund:
Provide various data and reports as agreed upon in the SLDs to support TRP’s tax reporting and tax filing obligations, including:
· Wash sales reporting;
· QDI reporting;
· DRD reporting;
· PFIC analysis;
· Straddle analysis;
· Paydown adjustments;
· Equalization debit adjustments
· Tax compliance under §851, §817(h);
· Foreign bond sale analysis (§988);
· Troubled debt analysis;
· Estimation of income for excise tax purposes;
· Swap analysis;
· Inflation adjustments;
· §1256 adjustments;
· Market discount analysis;
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OID adjustments;
· CPDI analysis;
· Shareholder tax reporting information (e.g. FTC, UGG income, foreign source income by country, exempt income by state);
Provide data, and reports based on such data, maintained by BNY Mellon on its fund accounting platform as reasonably requested by TRP to support TRP’s obligations to comply with requests from tax authorities and TRP’s tax reporting and tax filing obligations.
Assist with other tax-related data needs as mutually agreed upon in writing from time-to-time.
FUND ADMINISTRATION SERVICES
BNY Mellon shall provide the following fund administration services for each Fund, Series and class:
Calculate Fund approved income and per share amounts required for periodic distributions to be made by the applicable Fund, Series or class;
Coordinate a Fund’s annual audit and respond timely and completely to related requests;
Cooperate with each Fund’s independent auditors;
Supply various normal and customary portfolio and Fund statistical data as requested on an ongoing basis; and
If the chief executive officer or chief financial officer of a Fund is required to provide a certification as part of the Fund’s Form N-Q or Form N-CSR filing pursuant to regulations promulgated by the SEC under Section 302 of the Sarbanes-Oxley Act of 2002, provide a sub-certification in support of certain matters set forth in the aforementioned certification. Such sub-certification is to be in such form and relating to such matters as reasonably agreed to by BNY Mellon in advance. BNY Mellon shall be required to provide the sub-certification only during the term of this Agreement with respect to the applicable Fund or Series and only if it receives such cooperation as it may request to perform its investigations with respect to the sub-certification. For clarity, the sub-certification is not itself a certification under the Sarbanes-Oxley Act of 2002 or under any other law, rule or regulation.
REGULATORY ADMINISTRATION SERVICES
BNY Mellon shall provide the following regulatory administration services for each Fund and Series:
Assist the Fund in responding to SEC examination requests by providing requested documents in the possession of BNY Mellon that are on the SEC examination request list and by making employees responsible for providing services available to regulatory authorities having jurisdiction over the performance of such services as may be required or reasonably requested by such regulatory authorities;
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Assist with and/or coordinate such other filings, notices and regulatory matters and other due diligence requests or requests for proposal on such terms and conditions as BNY Mellon and the applicable Fund on behalf of itself and its Series may mutually agree upon in writing from time to time; and
38a-1 Compliance Support Services:
· Provide compliance policies and procedures related to services provided by BNY Mellon and, if mutually agreed, certain of the BNY Mellon Affiliates; summary procedures thereof; and periodic certification letters.
· Such Compliance Support Services are administrative in nature and do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a Fund or any other person, and such services are subject to review and approval by the applicable Fund and by the Fund’s legal counsel.
· Provide access to Fund records so as to permit the Fund or TRP to test the performance of BNY Mellon in providing the services under this Agreement.
· Such Compliance Support Services performed by BNY Mellon under this Agreement shall be at the request and direction of the Fund and/or its chief compliance officer (the “Fund’s CCO”), as applicable. BNY Mellon disclaims liability to the Fund, and the Fund is solely responsible, for the selection, qualifications and performance of the Fund’s CCO and the adequacy and effectiveness of the Fund’s compliance program.
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ATTACHMENT B
AMENDED SCHEDULE II
NAV Error Policy
Definitions
NAV Error.
· For a fund that prices its shares to the nearest penny (e.g., $10.00) for transaction purposes, an NAV Error is any misstatement of the NAV that is a difference of at least one full penny per share (without rounding) between the originally computed NAV and the correct NAV.
· For a fund that prices its shares to the fourth decimal place (e.g., $1.0000) for transaction purposes, an NAV Error is any misstatement of the NAV that is a difference of at least 1/100th of a penny per share (without rounding) between the originally computed NAV and the correct NAV.
An NAV Error can result from an error (something done wrong), omission (something not done), or reliance on incorrect data.
Material NAV Error. A Material NAV Error is an NAV Error that is equal to or greater than ½ of 1% of the correct NAV.
Loss. A Loss (also referred to as dilution) results when a fund or, in the case of a multi-class fund, a class either (1) has paid excess redemption proceeds as a result of an overstated NAV or (2) has received insufficient subscription monies as a result of an understated NAV (in either case, transacting shareholders benefit from transacting at the misstated NAV, to the detriment of the fund or class).
Benefit. A Benefit (also referred to as accretion) results when a fund or, in the case of a multi-class fund, a class either (1) has paid insufficient redemption proceeds as a result of an understated NAV or (2) has received excess subscription monies as a result of an overstated NAV (in either case, transacting shareholders incur a loss from transacting at the misstated NAV, to the benefit of the fund or class).
Net Loss. A Net Loss for a particular fund or, in the case of a multi-class fund, a class results when aggregate Losses exceed aggregate Benefits (i.e., net redemptions on a day the fund’s or class’s NAV is overstated or net subscriptions on a day the fund’s or class’s NAV is understated) during the Error Period.
Net Benefit. A Net Benefit for a particular fund or, in the case of a multi-class fund, a class results when aggregate Benefits exceed aggregate Losses (i.e., net redemptions on a day the fund’s or class’s NAV is understated or net subscriptions on a day the fund’s or class’s NAV is overstated) during the Error Period.
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Error Period. An Error Period comprises those days during which the circumstances causing an NAV Error exist prior to correction.
Error Incident. An Error Incident is a single or series of NAV Errors that results from the same act, omission, or use of incorrect data.
Correction
NAV Errors will be corrected as follows:
· If an NAV Error is less than ½ of 1% of NAV and results in a Net Benefit, the fund will retain the benefit.
· If an NAV Error is less than ½ of 1% of NAV and results in a Net Loss, the Net Loss will be paid to the fund by the party responsible for causing the NAV Error.
· In the case of a Material NAV Error, shareholder transactions/accounts will be corrected/ reprocessed at the corrected (restated) NAV, subject to a $10 per-account correction minimum threshold; any residual Net Benefit after correction of shareholder accounts will be retained by the fund and any residual Net Loss (resulting from uncorrected accounts below the $10 minimum threshold) will be paid to the fund by the party responsible for causing the error. If an NAV error is not caused by either the fund accounting agent or TRP, both TRP and the fund accounting agent will provide all reasonable assistance to the fund in its attempt to recover all costs from the responsible third party.
· Notwithstanding any contractual provisions to the contrary, to the extent a NAV Error was caused by the actions or omissions of the fund’s accounting agent, any Net Loss or residual Net Loss equal to $5,000 or less that results from the same Error Incident will be paid by the accounting agent.
TRP will be responsible for summarizing and reporting to the funds’ Audit Committee or Trust Company’s Board (or designated committee), as applicable, all NAV Errors related to the funds/trusts in conjunction with other relevant error statistics on a quarterly basis. The report will include corrected NAV Errors as well as the aggregate effect of any uncorrected NAV Errors. The report will also include information about shareholder accounts that were corrected in the discretion of TRP in the case of an NAV Error that is not a Material NAV Error. The funds’ Audit Committee and the Trust Company’s Board shall have the authority to adjust these procedures with respect to the funds and trusts, respectively, to the extent necessary or desirable to address NAV Errors by providing notice thereof to TRP and the fund’s accounting agent.
Correction of Shareholder Accounts
In the case of a Material NAV Error, corrections are made by correcting or “reprocessing” shareholder transactions/accounts at the correct NAV. When the NAV is understated, investors purchasing shares receive too many shares, and redeeming shareholders are paid less redemption proceeds than that to which they are entitled. When the NAV is overstated, investors purchasing shares receive too few shares for the amount paid and redeeming shareholders are paid excess redemption proceeds. Thus,
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correction or reprocessing of shareholder accounts results in adjusting the number of shares purchased or sold to the number that should have been acquired or sold, based on the correct NAV and the amount paid. In the case of a full redemption at an understated NAV, the redeeming shareholder would be reimbursed directly for the additional amount they would have received in the absence of the NAV Error (subject to the $10 per-account correction minimum). In the case of a full redemption at an overstated NAV, TRP would determine whether to pursue reclamation of the overpayment from the shareholder (for accounts above the $10 per-account correction minimum). If TRP elects not to pursue reclamation from the shareholder, the amount of the overpayment will be paid in to the fund by TRP. Additionally, any reasonable losses and out-of-pocket expenses incurred for correcting shareholder accounts will be paid by the party responsible for causing the error.
When a fund corrects shareholder accounts (and restates its NAV), investors or beneficial owners who hold shares through an intermediary (such as banks, broker-dealers, and defined contribution plan recordkeepers) will be corrected in the same manner (i.e., shareholders invested through an intermediary’s omnibus account should be transacted at the fund’s restated/official NAV). Further, there may also be losses or benefits to shareholders if the shareholders exchanged all shares of a fund with a Material NAV Error into another fund (“New Fund”) during an Error Period. Should this occur, the amount of New Fund shares may also need to be corrected to reflect the correct share amount (e.g., if a shareholder exchanges all shares of a fund with an understated NAV into a New Fund, the shareholder will receive less proceeds and therefore less shares of the New Fund and the New Fund account also would be corrected).
In certain circumstances, such as, for example, where the costs of determining and administering the adjustment to shareholder accounts are excessive in relation to the adjustment, TRP may determine to implement alternative corrective action subject to approval by the fund’s Audit Committee or Trust Company’s Board. In such cases, the incremental cost of any such alternative corrective action (in excess of the cost of correction otherwise in accordance with this policy) will be borne solely by TRP.
To the extent an NAV Error is corrected by adjusting shareholder accounts/transactions at the correct NAV (i.e., the NAV is restated), the restated NAV becomes the official NAV and is used for all purposes, including shareholder account/transaction correction, performance computations, “as of” transactions, and financial reporting. The restated NAV is presented on shareholder statements, web postings, and in financial reporting. If an NAV Error does not result in an NAV restatement, the original NAV remains the official NAV used for shareholder transactions and performance computations.
Other Error Correction Principles
For the avoidance of doubt, a gain in one fund may not be used to offset dilution in another fund resulting from the same (or unrelated) Error Incident.
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In the case of an Error Period that spans multiple days, (i) shareholder accounts require correction only on days with a Material NAV Error; and (ii) the Net Loss and the Net Benefit for each day during the Error Period (and the residual Net Loss and/or residual Net Benefit if there are Material NAV Errors on certain days) will be aggregated for purposes of determining the Net Benefit or Net Loss for the Error Period. The Net Benefit or Net Loss for the Error Period will be subject to correction as noted above (i.e., Net Benefit for the Error Period retained by the fund and Net Loss for the Error Period paid to the fund by the party responsible for causing the error).
An NAV Error is evaluated for each NAV calculation during an Error Period. Accordingly, a multi-class fund could have an NAV Error in one class but not another on the same day (e.g., in the case of an improper class expense accrual). Further, it is possible that the same Error Incident causes an NAV Error, or a Material NAV Error, on one or several days but not all consecutive days during the Error Period (e.g., an unrecorded corporate action results in an improper share position that causes the NAV impact to fluctuate above/below a full cent (or above/below ½ of 1%) on different days prior to discovery and correction).
In the situation when there is an NAV Error for a fund in which a fund-of-funds invests (an underlying fund), the impact to the fund-of-funds’ NAV should only be considered if the underlying fund restates its NAV. So, if an underlying fund has an NAV error < ½ of 1% and does not restate its NAV, its original NAV remains its official NAV, and the fund-of-funds would not have an NAV error.
In the case of any Material NAV Error, TRP may elect to allow benefited shareholders to retain an undue gain (i.e., subscribing shareholders who receive too many shares as a result of an understated NAV or redeeming shareholders who receive excess proceeds due to an overstated NAV) so long as TRP makes the fund whole for the resultant Net Loss. TRP may decide on this course of action, for example, to minimize the number of shareholders affected by correction and, thereby, minimize reputational risk, re-processing efforts, etc. Additionally, TRP may elect to correct shareholder accounts for errors with less than ½ of 1% NAV impact, for example to minimize the amount that must be paid in to make a fund whole, subject to TRP’s reporting such corrections to the fund’s Audit Committee and following procedures designed to ensure that all affected shareholders are treated fairly.
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AMENDMENT
NO. 8
TO
Fund Accounting Agreement
This Amendment No. 8 (this “Amendment”) is made and entered into effective as of October 25, 2016 (“Amendment Effective Date”) by and between each Fund listed on amended Exhibit A (each a “Fund” or collectively the “Funds”), attached hereto as attachment A, T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office located at 100 E. Pratt Street, Baltimore, Maryland 21202 (“TRP”) and THE BANK OF NEW YORK MELLON, a bank organized under the Laws of the State of New York, having its principal office located at 255 Liberty Street, New York, New York 10286 (“BNY Mellon”).
WHEREAS, each Fund, TRP, and BNY Mellon have entered into a Fund Accounting Agreement, dated as of August 1, 2015 (the “Fund Accounting Agreement”); and
WHEREAS, each Fund, TRP, and BNY Mellon desire to amend the Fund Accounting Agreement to reflect certain changes as set forth in this Amendment.
NOW, THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, intending to be legally bound, each Fund, TRP, and BNY Mellon hereby agree as follows:
1. DEFINITIONS
Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Fund Accounting Agreement.
2. AMENDED EXHIBIT A
The Fund Accounting Agreement is hereby amended by changing the name of the T. Rowe Price Short-Term Reserve Fund to T. Rowe Price
153
Short-Term Fund; by changing the name of the T. Rowe Price Short-Term Government Reserve Fund to the T. Rowe Price Short-Term Government Fund; by changing the Entity Type of the T. Rowe Price Financial Services Fund, Inc. to Mutual Fund – Parent; by changing the Entity Type of the T. Rowe Price Global Technology Fund, Inc. to Mutual Fund – Parent; by changing the Entity Type of the T. Rowe Price Growth & Income Fund, Inc. to Mutual Fund – Parent; and by adding the T. Rowe Price Total Return Fund, Inc. as a Mutual Fund – Parent.
3. EFFECT ON FUND ACCOUNTING AGREEMENT
In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.
4. GOVERNING LAW
The laws of the State of New York and the federal laws of the United States applicable therein shall govern, construe, and enforce all of the rights, duties, and obligations arising out of or related in any manner to, the subject matter of this Amendment, notwithstanding any conflict of laws principles.
5. COUNTERPARTS/FACSIMILE
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. This Amendment may also be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.
154
IN WITNESS WHEREOF, each Fund, TRP, and BNY Mellon have executed or caused this Amendment to be executed as of the Amendment Effective Date by its duly authorized representative.
THE BANK OF NEW YORK MELLON |
By: /s/Donald Brophy |
Name: Donald Brophy |
Title: Vice President |
Date: 11-3-16 |
155
T. ROWE PRICE ASSOCIATES, INC. |
By: /s/David Oestreicher |
Name: David Oestreicher |
Title: Vice President |
Date: 10/16/16 |
156
On behalf of each Fund listed in Amended Exhibit A |
By: /s/Darrell N. Braman |
Name: Darrell N. Braman |
Title: Vice President |
Date: 10/14/16 |
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ATTACHMENT A
Amended Exhibit A
Mutual Fund Entity Name | Reference ID | Entity Type | |
‘40 Act Registered Funds |
|
| |
T. Rowe Price Balanced Fund, Inc. | BAL | Mutual Fund - Parent | |
T. Rowe Price Blue Chip Growth Fund, Inc. | BCG | Mutual Fund - Parent | |
T. Rowe Price California Tax-Free Income Trust | CAT | Mutual Fund - Parent | |
California Tax-Free Bond Fund | CAB | Mutual Fund - Series | |
California Tax-Free Money Fund | CAM | Mutual Fund - Series | |
T. Rowe Price Capital Appreciation Fund | CAF | Mutual Fund - Parent | |
T. Rowe Price Capital Opportunity Fund, Inc. | COF | Mutual Fund - Parent | |
T. Rowe Price Corporate Income Fund, Inc. | CIF | Mutual Fund - Parent | |
T. Rowe Price Credit Opportunities Fund, Inc. | CRO | Mutual Fund - Parent | |
T. Rowe Price Diversified Mid-Cap Growth Fund, Inc. | DMG | Mutual Fund | |
T. Rowe Price Dividend Growth Fund, Inc. | DGF | Mutual Fund - Parent | |
T. Rowe Price Equity Income Fund | EIF | Mutual Fund - Parent | |
T. Rowe Price Equity Series, Inc. | EQS | Mutual Fund - Parent | |
T. Rowe Price Blue Chip Growth Portfolio | BCP | Mutual Fund - Series | |
T. Rowe Price Equity Income Portfolio | EIP | Mutual Fund - Series | |
T. Rowe Price Equity Index 500 Portfolio | EXP | Mutual Fund - Series | |
T. Rowe Price Health Sciences Portfolio | HSP | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Growth Portfolio | MGP | Mutual Fund - Series | |
T. Rowe Price New America Growth Portfolio | NAP | Mutual Fund - Series | |
T. Rowe Price Personal Strategy Balanced Portfolio | PSP | Mutual Fund - Series | |
T. Rowe Price Financial Services Fund, Inc. | FSF | Mutual Fund - Parent |
158
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Fixed Income Series, Inc. | FIS | Mutual Fund - Parent | |
T. Rowe Price Government Money Portfolio | PRP | Mutual Fund - Series | |
T. Rowe Price Limited-Term Bond Portfolio | LTP | Mutual Fund - Series | |
T. Rowe Price Floating Rate Fund, Inc. | FRI | Mutual Fund - Parent | |
T. Rowe Price Global Allocation Fund, Inc. | GAF | Mutual Fund - Parent | |
T. Rowe Price Global Multi-Sector Bond Fund, Inc. | SNF | Mutual Fund - Parent | |
T. Rowe Price Global Real Estate Fund, Inc. | GRE | Mutual Fund - Parent | |
T. Rowe Price Global Technology Fund, Inc. | GTF | Mutual Fund - Parent | |
T. Rowe Price GNMA Fund | GMA | Mutual Fund | |
T. Rowe Price Government Money Fund, Inc. | PRF | Mutual Fund | |
T. Rowe Price Growth & Income Fund, Inc. | GIF | Mutual Fund - Parent | |
T. Rowe Price Growth Stock Fund, Inc. | GSF | Mutual Fund - Parent | |
T. Rowe Price Health Sciences Fund, Inc. | HSF | Mutual Fund - Parent | |
T. Rowe Price High Yield Fund, Inc. | HYF | Mutual Fund - Parent | |
T. Rowe Price Index Trust, Inc. | INDX | Mutual Fund - Parent | |
T. Rowe Price Equity Index 500 Fund | EXF | Mutual Fund - Series | |
T. Rowe Price Extended Equity Market Index Fund | XMX | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Index Fund | MCX | Mutual Fund - Series | |
T. Rowe Price Small-Cap Index Fund | SCX | Mutual Fund - Series | |
T. Rowe Price Total Equity Market Index Fund | TMX | Mutual Fund - Series | |
T. Rowe Price Inflation Protected Bond Fund, Inc. | IPB | Mutual Fund - Parent | |
T. Rowe Price Institutional Equity Funds, Inc. | IEF | Mutual Fund - Parent | |
T. Rowe Price Institutional Large-Cap Core Growth Fund | LCC | Mutual Fund - Series | |
T. Rowe Price Institutional Large-Cap Growth Fund | LCG | Mutual Fund - Series | |
T. Rowe Price Institutional Large-Cap Value Fund | LCV | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Institutional Mid-Cap Equity Growth Fund | MCE | Mutual Fund - Series | |
T. Rowe Price Institutional Small-Cap Stock Fund | SCI | Mutual Fund - Series | |
T. Rowe Price Institutional U.S. Structured Research Fund | IRF | Mutual Fund - Series | |
T. Rowe Price Institutional Income Funds, Inc. | IINCF | Mutual Fund - Parent | |
T. Rowe Price Institutional Cash Reserves Fund | ICM | Mutual Fund - Series | |
T. Rowe Price Institutional Core Plus Fund | ICP | Mutual Fund - Series | |
T. Rowe Price Institutional Credit Opportunities Fund | ICO | Mutual Fund - Series | |
T. Rowe Price Institutional Floating Rate Fund | IFR | Mutual Fund - Series | |
T. Rowe Price Institutional Global Multi-Sector Bond Fund | IGM | Mutual Fund - Series | |
T. Rowe Price Institutional High Yield Fund | HYI | Mutual Fund - Series | |
T. Rowe Price Institutional Long Duration Credit Fund | LDC | Mutual Fund - Series | |
T. Rowe Price Institutional International Funds, Inc. | IIF | Mutual Fund - Parent | |
T. Rowe Price Institutional Africa & Middle East Fund | IAM | Mutual Fund - Series | |
T. Rowe Price Institutional Emerging Markets Bond Fund | IEB | Mutual Fund - Series | |
T. Rowe Price Institutional Emerging Markets Equity Fund | IEM | Mutual Fund - Series | |
T. Rowe Price Institutional Frontier Markets Equity Fund | IFM | Mutual Fund - Series | |
T. Rowe Price Institutional Global Focused Growth Equity Fund | IGE | Mutual Fund - Series | |
T. Rowe Price Institutional Global Growth Equity Fund | IGL | Mutual Fund - Series | |
T. Rowe Price Institutional Global Value Equity Fund | IGV | Mutual Fund - Series | |
T. Rowe Price Institutional International Bond Fund | IIB | Mutual Fund - Series | |
T. Rowe Price Institutional International Concentrated Equity Fund | ICE | Mutual Fund - Series | |
T. Rowe Price Institutional International Core Equity Fund | IIC | Mutual Fund - Series | |
T. Rowe Price Institutional International Growth Equity Fund | FEF | Mutual Fund - Series | |
T. Rowe Price Intermediate Tax-Free High Yield Fund, Inc. | ITF | Mutual Fund - Parent |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price International Funds, Inc. | PIF | Mutual Fund - Parent | |
T. Rowe Price Africa & Middle East Fund | AME | Mutual Fund - Series | |
T. Rowe Price Asia Opportunities Fund | AOF | Mutual Fund - Series | |
T. Rowe Price Emerging Europe Fund | EEM | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Bond Fund | EMB | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Corporate Bond Fund | EMC | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Currency Bond Fund | EML | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Stock Fund | EMS | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Value Stock Fund | EMV | Mutual Fund - Series | |
T. Rowe Price European Stock Fund | ESF | Mutual Fund - Series | |
T. Rowe Price Global Consumer Fund | GCF | Mutual Fund - Series | |
T. Rowe Price Global Growth Stock Fund | GLE | Mutual Fund - Series | |
T. Rowe Price Global High Income Bond Fund | GHI | Mutual Fund - Series | |
T. Rowe Price Global Industrials Fund | IND | Mutual Fund - Series | |
T. Rowe Price Global Stock Fund | GLS | Mutual Fund - Series | |
T. Rowe Price Global Unconstrained Bond Fund | GUN | Mutual Fund - Series | |
T. Rowe Price International Bond Fund | IBF | Mutual Fund - Series | |
T. Rowe Price International Concentrated Equity Fund | ICN | Mutual Fund - Series | |
T. Rowe Price International Discovery Fund | IDF | Mutual Fund - Series | |
T. Rowe Price International Growth & Income Fund | IGI | Mutual Fund - Series | |
T. Rowe Price International Stock Fund | ISF | Mutual Fund - Series | |
T. Rowe Price Japan Fund | JAF | Mutual Fund - Series | |
T. Rowe Price Latin America Fund | LAM | Mutual Fund - Series | |
T. Rowe Price New Asia Fund | NAS | Mutual Fund - Series | |
T. Rowe Price Overseas Stock Fund | OSF | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price International Index Fund, Inc. | IIXF | Mutual Fund - Parent | |
T. Rowe Price International Equity Index Fund | IXF | Mutual Fund - Series | |
T. Rowe Price International Series, Inc. | INS | Mutual Fund - Parent | |
T. Rowe Price International Stock Portfolio | ISP | Mutual Fund - Series | |
T. Rowe Price Limited Duration Inflation Focused Bond Fund, Inc. | STI | Mutual Fund - Parent | |
T. Rowe Price Media & Telecommunications Fund, Inc. | MTF | Mutual Fund - Parent | |
T. Rowe Price Mid-Cap Growth Fund, Inc. | MCG | Mutual Fund - Parent | |
T. Rowe Price Mid-Cap Value Fund, Inc. | MCV | Mutual Fund - Parent | |
T. Rowe Price Multi-Sector Account Portfolios, Inc. | MAPS | Mutual Fund - Parent | |
T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio | EBS | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio | ELS | Mutual Fund - Series | |
T. Rowe Price Floating Rate Multi-Sector Account Portfolio | FRS | Mutual Fund - Series | |
T. Rowe Price High Yield Multi-Sector Account Portfolio | HYS | Mutual Fund - Series | |
T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio | IGS | Mutual Fund - Series | |
T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio | MBS | Mutual Fund - Series | |
T. Rowe Price New America Growth Fund | NAG | Mutual Fund - Parent | |
T. Rowe Price New Era Fund, Inc. | NEF | Mutual Fund - Parent | |
T. Rowe Price New Horizons Fund, Inc. | NHF | Mutual Fund - Parent | |
T. Rowe Price New Income Fund, Inc. | NIF | Mutual Fund - Parent | |
T. Rowe Price Personal Strategy Funds, Inc. | PER | Mutual Fund - Parent | |
T. Rowe Price Personal Strategy Balanced Fund | PSB | Mutual Fund - Series | |
T. Rowe Price Personal Strategy Growth Fund | PSG | Mutual Fund - Series | |
T. Rowe Price Personal Strategy Income Fund | PSI | Mutual Fund - Series |
162
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Quantitative Management Funds, Inc. | QUANT | Mutual Fund - Parent | |
T. Rowe Price QM Global Equity Fund | QGE | Mutual Fund - Series | |
T. Rowe Price QM U.S. Small-Cap Growth Equity Fund | DSG | Mutual Fund - Series | |
T. Rowe Price QM U.S. Small & Mid-Cap Core Equity Fund | QSM | Mutual Fund - Series | |
T. Rowe Price QM U.S. Value Equity Fund | QMV | Mutual Fund - Series | |
T. Rowe Price Real Assets Fund, Inc. | RAF | Mutual Fund - Parent | |
T. Rowe Price Real Estate Fund, Inc. | REF | Mutual Fund - Parent | |
T. Rowe Price Reserve Investment Funds, Inc. | RESFDS | Mutual Fund - Parent | |
T. Rowe Price Government Reserve Fund | RES | Mutual Fund - Series | |
T. Rowe Price Short-Term Government Fund | GRI | Mutual Fund - Series | |
T. Rowe Price Short-Term Fund | REI | Mutual Fund - Series | |
T. Rowe Price Treasury Reserve Fund | GRS | Mutual Fund - Series | |
T. Rowe Price Science & Technology Fund, Inc. | STF | Mutual Fund - Parent | |
T. Rowe Price Short-Term Bond Fund, Inc. | STB | Mutual Fund - Parent | |
T. Rowe Price Ultra Short-Term Bond Fund | SBF | Mutual Fund - Series | |
T. Rowe Price Small-Cap Stock Fund, Inc. | SCS | Mutual Fund - Parent | |
T. Rowe Price Small-Cap Value Fund, Inc. | SCV | Mutual Fund - Parent | |
T. Rowe Price State Tax-Free Income Trust | STT | Mutual Fund - Parent | |
Georgia Tax-Free Bond Fund | GAB | Mutual Fund - Series | |
Maryland Short-Term Tax-Free Bond Fund | MDS | Mutual Fund - Series | |
Maryland Tax-Free Bond Fund | MDB | Mutual Fund - Series | |
Maryland Tax-Free Money Fund | MDM | Mutual Fund - Series | |
New Jersey Tax-Free Bond Fund | NJB | Mutual Fund - Series | |
New York Tax-Free Bond Fund | NYB | Mutual Fund - Series | |
New York Tax-Free Money Fund | NYM | Mutual Fund - Series |
163
Mutual Fund Entity Name | Reference ID | Entity Type | |
Virginia Tax-Free Bond Fund | VAB | Mutual Fund - Series | |
T. Rowe Price Summit Funds, Inc. | SIF | Mutual Fund - Parent | |
T. Rowe Price Cash Reserves Fund | SCR | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Funds, Inc. | SMF | Mutual Fund - Parent | |
T. Rowe Price Summit Municipal Income Fund | SMI | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Intermediate Fund | SMT | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Money Market Fund | SMM | Mutual Fund - Series | |
T. Rowe Price Tax-Efficient Funds, Inc. | TEF | Mutual Fund - Parent | |
T. Rowe Price Tax-Efficient Equity Fund | TMC | Mutual Fund - Series | |
T. Rowe Price Tax-Exempt Money Fund, Inc. | TEM | Mutual Fund | |
T. Rowe Price Tax-Free High Yield Fund, Inc. | TFH | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Income Fund, Inc. | TFI | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Short-Intermediate Fund, Inc. | TFS | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Ultra Short-Term Bond Fund | TUS | Mutual Fund - Series | |
T. Rowe Price Total Return Fund, Inc. | TTF | Mutual Fund - Parent | |
T. Rowe Price U.S. Bond Enhanced Index Fund, Inc. | UBX | Mutual Fund | |
T. Rowe Price U.S. Large-Cap Core Fund, Inc. | LCF | Mutual Fund - Parent | |
T. Rowe Price U.S. Treasury Funds, Inc. | USTF | Mutual Fund - Parent | |
U.S. Treasury Intermediate Fund | USI | Mutual Fund - Series | |
U.S. Treasury Long-Term Fund | USL | Mutual Fund - Series | |
U.S. Treasury Money Fund | UST | Mutual Fund - Series | |
T. Rowe Price Value Fund, Inc. | VAL | Mutual Fund - Parent | |
'40 Act Registered Fund of Funds | |||
T. Rowe Price Retirement Funds, Inc. | RDF | Mutual Fund - Parent | |
T. Rowe Price Retirement 2005 Fund | RPJ | Mutual Fund - Series |
164
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Retirement 2010 Fund | RPA | Mutual Fund - Series | |
T. Rowe Price Retirement 2015 Fund | RPG | Mutual Fund - Series | |
T. Rowe Price Retirement 2020 Fund | RPB | Mutual Fund - Series | |
T. Rowe Price Retirement 2025 Fund | RPH | Mutual Fund - Series | |
T. Rowe Price Retirement 2030 Fund | RPC | Mutual Fund - Series | |
T. Rowe Price Retirement 2035 Fund | RPI | Mutual Fund - Series | |
T. Rowe Price Retirement 2040 Fund | RPD | Mutual Fund - Series | |
T. Rowe Price Retirement 2045 Fund | RPK | Mutual Fund - Series | |
T. Rowe Price Retirement 2050 Fund | RPL | Mutual Fund - Series | |
T. Rowe Price Retirement 2055 Fund | RPM | Mutual Fund - Series | |
T. Rowe Price Retirement 2060 Fund | RPN | Mutual Fund - Series | |
T. Rowe Price Retirement Balanced Fund | RPE | Mutual Fund - Series | |
T. Rowe Price Retirement I 2005 Fund—I Class | RBI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2010 Fund—I Class | RCI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2015 Fund—I Class | RDI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2020 Fund—I Class | RFI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2025 Fund—I Class | RGI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2030 Fund—I Class | RHI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2035 Fund—I Class | RII | Mutual Fund - Series | |
T. Rowe Price Retirement I 2040 Fund—I Class | RJI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2045 Fund—I Class | RKI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2050 Fund—I Class | RMI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2055 Fund—I Class | RNI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2060 Fund—I Class | ROI | Mutual Fund - Series | |
T. Rowe Price Retirement Balanced I Fund—I Class | RQI | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Target 2005 Fund | TRA | Mutual Fund - Series | |
T. Rowe Price Target 2010 Fund | TRB | Mutual Fund - Series | |
T. Rowe Price Target 2015 Fund | TRC | Mutual Fund - Series | |
T. Rowe Price Target 2020 Fund | TRD | Mutual Fund - Series | |
T. Rowe Price Target 2025 Fund | TRE | Mutual Fund - Series | |
T. Rowe Price Target 2030 Fund | TRG | Mutual Fund - Series | |
T. Rowe Price Target 2035 Fund | TRH | Mutual Fund - Series | |
T. Rowe Price Target 2040 Fund | TRJ | Mutual Fund - Series | |
T. Rowe Price Target 2045 Fund | TRL | Mutual Fund - Series | |
T. Rowe Price Target 2050 Fund | TRM | Mutual Fund - Series | |
T. Rowe Price Target 2055 Fund | TRN | Mutual Fund - Series | |
T. Rowe Price Target 2060 Fund | TRO | Mutual Fund - Series | |
T. Rowe Price Spectrum Fund, Inc. | SPC | Mutual Fund - Parent | |
Spectrum Growth Fund | SPG | Mutual Fund - Series | |
Spectrum Income Fund | SPI | Mutual Fund - Series | |
Spectrum International Fund | SPF | Mutual Fund - Series |
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AMENDMENT NO. 9
TO
FUND ACCOUNTING AGREEMENT
This Amendment No. 9 (this “Amendment”) is made and entered into effective as of December 22, 2016 (“Amendment Effective Date”) by and between each Fund listed on Exhibit A (each a “Fund” or collectively the “Funds”) to the Fund Accounting Agreement (as defined below), T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office located at 100 E. Pratt Street, Baltimore, Maryland 21202 (“TRP”) and THE BANK OF NEW YORK MELLON, a bank organized under the Laws of the State of New York, having its principal office located at 255 Liberty Street, New York, New York 10286 (“BNY Mellon”). The Funds, TRP and BNY Mellon are collectively referred to as the “Parties” and individually as a “Party.”
WHEREAS, each Fund, TRP and BNY Mellon have entered into a Fund Accounting Agreement, dated as of August 1, 2015, as amended, modified or otherwise supplemented (the “Fund Accounting Agreement”); and
WHEREAS, each Fund, TRP and BNY Mellon desire to amend the Fund Accounting Agreement to reflect certain changes as set forth in this Amendment.
NOW, THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, intending to be legally bound, each Fund, TRP and BNY Mellon hereby agree as follows:
1. DEFINITIONS
Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Fund Accounting Agreement.
2. AMENDMENT
(a) Section 5(n) of the Fund Accounting Agreement is hereby amended by deleting the words “two (2) years” from both clause (i) and (ii) and inserting in lieu thereof the words “three (3) years”.
(b) Section 10(c)(v) of the Fund Accounting Agreement is hereby amended by deleting the words “two (2) years” and inserting in lieu thereof the words “three
(3) years”.
(c) Section 10 of the Fund Accounting Agreement is hereby amended by adding the following as a new Section 10(g): “For the avoidance of doubt, following the delivery of any notice of termination pursuant to this Section
167
10, BNY Mellon shall continue to provide the services pursuant to this Agreement until the effective date of such termination as specified in such notice. In addition, during such period, to the extent reasonably requested by the Fund, BNY Mellon shall provide reasonable disengagement-related assistance, on terms to be mutually agreed upon in advance by the parties cooperating in good faith.”
(d) Schedule IV of the Fund Accounting Agreement is hereby amended by deleting in its entirety the section entitled PLATFORM FEE and replacing it with the language set forth on Schedule I to this Amendment.
3. EFFECT ON FUND ACCOUNTING AGREEMENT
In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.
4. GOVERNING LAW
The laws of the State of New York and the federal laws of the United States applicable therein shall govern, construe, and enforce all of the rights, duties, and obligations arising out of or related in any manner to, the subject matter of this Amendment, notwithstanding any conflict of laws principles.
5. COUNTERPARTS/FACSIMILE
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. This Amendment may also be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.
IN WITNESS WHEREOF, each Fund, TRP and BNY Mellon have executed or caused this Amendment to be executed as of the Amendment Effective Date by its duly authorized representative.
168
T. ROWE PRICE ASSOCIATES, INC. | THE BANK OF NEW YORK MELLON |
By: /s/ David Oestreicher | By: /s/ Donald Brophy |
Name: David Oestreicher | Name: Donald Brophy |
Title: Vice President | Title: Vice President |
ON BEHALF OF EACH FUND LISTED IN EXHIBIT A TO THE FUND ACCOUNTING AGREEMENT |
By: /s/ Darrell N. Braman |
Name: Darrell N. Braman |
Title: Vice President |
169
AMENDMENT
NO. 10
TO
Fund Accounting Agreement
This Amendment No. 10 (this “Amendment”) is made and entered into effective as of May 9, 2017 (“Amendment Effective Date”) by and between each Fund listed on amended Exhibit A (each a “Fund” or collectively the “Funds”), attached hereto as attachment A, T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office located at 100 E. Pratt Street, Baltimore, Maryland 21202 (“TRP”) and THE BANK OF NEW YORK MELLON, a bank organized under the Laws of the State of New York, having its principal office located at 255 Liberty Street, New York, New York 10286 (“BNY Mellon”).
WHEREAS, each Fund, TRP, and BNY Mellon have entered into a Fund Accounting Agreement, dated as of August 1, 2015 (the “Fund Accounting Agreement”); and
WHEREAS, each Fund, TRP, and BNY Mellon desire to amend the Fund Accounting Agreement to reflect certain changes as set forth in this Amendment.
NOW, THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, intending to be legally bound, each Fund, TRP, and BNY Mellon hereby agree as follows:
1. DEFINITIONS
Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Fund Accounting Agreement.
2. AMENDED EXHIBIT A
The Fund Accounting Agreement is hereby amended by changing the Entity Type of T. Rowe Price Diversified Mid-Cap Growth Fund, Inc., T. Rowe Price
170
GNMA Fund, T. Rowe Price Government Money Fund, Inc., and T. Rowe Price Tax-Exempt Money Fund, Inc. to Mutual Fund – Parent; by adding T. Rowe Price Retirement Income 2020 Fund as a Mutual Fund – Series on behalf of T. Rowe Price Retirement Funds, Inc.; by changing the name of T. Rowe Price Global Unconstrained Bond Fund to T. Rowe Price Dynamic Global Bond Fund on behalf of T. Rowe Price International Funds, Inc.; by changing the name of T. Rowe Price International Growth & Income Fund to T. Rowe Price International Value Equity Fund on behalf of T. Rowe Price International Funds, Inc.; and by adding T. Rowe Price U.S. High Yield Fund on behalf of T. Rowe Price High Yield Fund, Inc.
3. EFFECT ON FUND ACCOUNTING AGREEMENT
In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.
4. GOVERNING LAW
The laws of the State of New York and the federal laws of the United States applicable therein shall govern, construe, and enforce all of the rights, duties, and obligations arising out of or related in any manner to, the subject matter of this Amendment, notwithstanding any conflict of laws principles.
5. COUNTERPARTS/FACSIMILE
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. This Amendment may also be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.
171
IN WITNESS WHEREOF, each Fund, TRP, and BNY Mellon have executed or caused this Amendment to be executed as of the Amendment Effective Date by its duly authorized representative.
THE BANK OF NEW YORK MELLON |
By: /s/Douglas Merrill |
Name: Douglas Merrill |
Title: Managing Director |
Date: 5/5/2017 |
172
T. ROWE PRICE ASSOCIATES, INC. |
By: /s/ David Oestreicher |
Name: David Oestreicher |
Title: Vice President |
Date: 5/4/17 |
173
On behalf of each Fund listed in Amended Exhibit A |
By: /s/ Darrell N. Braman |
Name: Darrell N. Braman |
Title: Vice President |
Date: 5/4/17 |
174
ATTACHMENT A
Amended Exhibit A
Mutual Fund Entity Name | Reference ID | Entity Type | |
‘40 Act Registered Funds |
|
| |
T. Rowe Price Balanced Fund, Inc. | BAL | Mutual Fund - Parent | |
T. Rowe Price Blue Chip Growth Fund, Inc. | BCG | Mutual Fund - Parent | |
T. Rowe Price California Tax-Free Income Trust | CAT | Mutual Fund - Parent | |
California Tax-Free Bond Fund | CAB | Mutual Fund - Series | |
California Tax-Free Money Fund | CAM | Mutual Fund - Series | |
T. Rowe Price Capital Appreciation Fund | CAF | Mutual Fund - Parent | |
T. Rowe Price Capital Opportunity Fund, Inc. | COF | Mutual Fund - Parent | |
T. Rowe Price Corporate Income Fund, Inc. | CIF | Mutual Fund - Parent | |
T. Rowe Price Credit Opportunities Fund, Inc. | CRO | Mutual Fund - Parent | |
T. Rowe Price Diversified Mid-Cap Growth Fund, Inc. | DMG | Mutual Fund - Parent | |
T. Rowe Price Dividend Growth Fund, Inc. | DGF | Mutual Fund - Parent | |
T. Rowe Price Equity Income Fund | EIF | Mutual Fund - Parent | |
T. Rowe Price Equity Series, Inc. | EQS | Mutual Fund - Parent | |
T. Rowe Price Blue Chip Growth Portfolio | BCP | Mutual Fund - Series | |
T. Rowe Price Equity Income Portfolio | EIP | Mutual Fund - Series | |
T. Rowe Price Equity Index 500 Portfolio | EXP | Mutual Fund - Series | |
T. Rowe Price Health Sciences Portfolio | HSP | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Growth Portfolio | MGP | Mutual Fund - Series | |
T. Rowe Price New America Growth Portfolio | NAP | Mutual Fund - Series | |
T. Rowe Price Personal Strategy Balanced Portfolio | PSP | Mutual Fund - Series | |
T. Rowe Price Financial Services Fund, Inc. | FSF | Mutual Fund - Parent |
175
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Fixed Income Series, Inc. | FIS | Mutual Fund - Parent | |
T. Rowe Price Government Money Portfolio | PRP | Mutual Fund - Series | |
T. Rowe Price Limited-Term Bond Portfolio | LTP | Mutual Fund - Series | |
T. Rowe Price Floating Rate Fund, Inc. | FRI | Mutual Fund - Parent | |
T. Rowe Price Global Allocation Fund, Inc. | GAF | Mutual Fund - Parent | |
T. Rowe Price Global Multi-Sector Bond Fund, Inc. | SNF | Mutual Fund - Parent | |
T. Rowe Price Global Real Estate Fund, Inc. | GRE | Mutual Fund - Parent | |
T. Rowe Price Global Technology Fund, Inc. | GTF | Mutual Fund - Parent | |
T. Rowe Price GNMA Fund | GMA | Mutual Fund - Parent | |
T. Rowe Price Government Money Fund, Inc. | PRF | Mutual Fund - Parent | |
T. Rowe Price Growth & Income Fund, Inc. | GIF | Mutual Fund - Parent | |
T. Rowe Price Growth Stock Fund, Inc. | GSF | Mutual Fund - Parent | |
T. Rowe Price Health Sciences Fund, Inc. | HSF | Mutual Fund - Parent | |
T. Rowe Price High Yield Fund, Inc. | HYF | Mutual Fund - Parent | |
T. Rowe Price U.S. High Yield Fund | UHY | Mutual Fund - Series | |
T. Rowe Price Index Trust, Inc. | INDX | Mutual Fund - Parent | |
T. Rowe Price Equity Index 500 Fund | EXF | Mutual Fund - Series | |
T. Rowe Price Extended Equity Market Index Fund | XMX | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Index Fund | MCX | Mutual Fund - Series | |
T. Rowe Price Small-Cap Index Fund | SCX | Mutual Fund - Series | |
T. Rowe Price Total Equity Market Index Fund | TMX | Mutual Fund - Series | |
T. Rowe Price Inflation Protected Bond Fund, Inc. | IPB | Mutual Fund - Parent | |
T. Rowe Price Institutional Equity Funds, Inc. | IEF | Mutual Fund - Parent | |
T. Rowe Price Institutional Large-Cap Core Growth Fund | LCC | Mutual Fund - Series | |
T. Rowe Price Institutional Large-Cap Growth Fund | LCG | Mutual Fund - Series |
176
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Institutional Large-Cap Value Fund | LCV | Mutual Fund - Series | |
T. Rowe Price Institutional Mid-Cap Equity Growth Fund | MCE | Mutual Fund - Series | |
T. Rowe Price Institutional Small-Cap Stock Fund | SCI | Mutual Fund - Series | |
T. Rowe Price Institutional U.S. Structured Research Fund | IRF | Mutual Fund - Series | |
T. Rowe Price Institutional Income Funds, Inc. | IINCF | Mutual Fund - Parent | |
T. Rowe Price Institutional Cash Reserves Fund | ICM | Mutual Fund - Series | |
T. Rowe Price Institutional Core Plus Fund | ICP | Mutual Fund - Series | |
T. Rowe Price Institutional Credit Opportunities Fund | ICO | Mutual Fund - Series | |
T. Rowe Price Institutional Floating Rate Fund | IFR | Mutual Fund - Series | |
T. Rowe Price Institutional Global Multi-Sector Bond Fund | IGM | Mutual Fund - Series | |
T. Rowe Price Institutional High Yield Fund | HYI | Mutual Fund - Series | |
T. Rowe Price Institutional Long Duration Credit Fund | LDC | Mutual Fund - Series | |
T. Rowe Price Institutional International Funds, Inc. | IIF | Mutual Fund - Parent | |
T. Rowe Price Institutional Africa & Middle East Fund | IAM | Mutual Fund - Series | |
T. Rowe Price Institutional Emerging Markets Bond Fund | IEB | Mutual Fund - Series | |
T. Rowe Price Institutional Emerging Markets Equity Fund | IEM | Mutual Fund - Series | |
T. Rowe Price Institutional Frontier Markets Equity Fund | IFM | Mutual Fund - Series | |
T. Rowe Price Institutional Global Focused Growth Equity Fund | IGE | Mutual Fund - Series | |
T. Rowe Price Institutional Global Growth Equity Fund | IGL | Mutual Fund - Series | |
T. Rowe Price Institutional Global Value Equity Fund | IGV | Mutual Fund - Series | |
T. Rowe Price Institutional International Bond Fund | IIB | Mutual Fund - Series | |
T. Rowe Price Institutional International Concentrated Equity Fund | ICE | Mutual Fund - Series | |
T. Rowe Price Institutional International Core Equity Fund | IIC | Mutual Fund - Series | |
T. Rowe Price Institutional International Growth Equity Fund | FEF | Mutual Fund - Series | |
T. Rowe Price Intermediate Tax-Free High Yield Fund, Inc. | ITF | Mutual Fund - Parent |
177
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price International Funds, Inc. | PIF | Mutual Fund - Parent | |
T. Rowe Price Africa & Middle East Fund | AME | Mutual Fund - Series | |
T. Rowe Price Asia Opportunities Fund | AOF | Mutual Fund - Series | |
T. Rowe Price Dynamic Global Bond Fund | GUN | Mutual Fund - Series | |
T. Rowe Price Emerging Europe Fund | EEM | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Bond Fund | EMB | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Corporate Bond Fund | EMC | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Currency Bond Fund | EML | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Stock Fund | EMS | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Value Stock Fund | EMV | Mutual Fund - Series | |
T. Rowe Price European Stock Fund | ESF | Mutual Fund - Series | |
T. Rowe Price Global Consumer Fund | GCF | Mutual Fund - Series | |
T. Rowe Price Global Growth Stock Fund | GLE | Mutual Fund - Series | |
T. Rowe Price Global High Income Bond Fund | GHI | Mutual Fund - Series | |
T. Rowe Price Global Industrials Fund | IND | Mutual Fund - Series | |
T. Rowe Price Global Stock Fund | GLS | Mutual Fund - Series | |
T. Rowe Price International Bond Fund | IBF | Mutual Fund - Series | |
T. Rowe Price International Concentrated Equity Fund | ICN | Mutual Fund - Series | |
T. Rowe Price International Discovery Fund | IDF | Mutual Fund - Series | |
T. Rowe Price International Stock Fund | ISF | Mutual Fund - Series | |
T. Rowe Price International Value Equity Fund | IGI | Mutual Fund - Series | |
T. Rowe Price Japan Fund | JAF | Mutual Fund - Series | |
T. Rowe Price Latin America Fund | LAM | Mutual Fund - Series | |
T. Rowe Price New Asia Fund | NAS | Mutual Fund - Series | |
T. Rowe Price Overseas Stock Fund | OSF | Mutual Fund - Series |
178
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price International Index Fund, Inc. | IIXF | Mutual Fund - Parent | |
T. Rowe Price International Equity Index Fund | IXF | Mutual Fund - Series | |
T. Rowe Price International Series, Inc. | INS | Mutual Fund - Parent | |
T. Rowe Price International Stock Portfolio | ISP | Mutual Fund - Series | |
T. Rowe Price Limited Duration Inflation Focused Bond Fund, Inc. | STI | Mutual Fund - Parent | |
T. Rowe Price Media & Telecommunications Fund, Inc. | MTF | Mutual Fund - Parent | |
T. Rowe Price Mid-Cap Growth Fund, Inc. | MCG | Mutual Fund - Parent | |
T. Rowe Price Mid-Cap Value Fund, Inc. | MCV | Mutual Fund - Parent | |
T. Rowe Price Multi-Sector Account Portfolios, Inc. | MAPS | Mutual Fund - Parent | |
T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio | EBS | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio | ELS | Mutual Fund - Series | |
T. Rowe Price Floating Rate Multi-Sector Account Portfolio | FRS | Mutual Fund - Series | |
T. Rowe Price High Yield Multi-Sector Account Portfolio | HYS | Mutual Fund - Series | |
T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio | IGS | Mutual Fund - Series | |
T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio | MBS | Mutual Fund - Series | |
T. Rowe Price New America Growth Fund | NAG | Mutual Fund - Parent | |
T. Rowe Price New Era Fund, Inc. | NEF | Mutual Fund - Parent | |
T. Rowe Price New Horizons Fund, Inc. | NHF | Mutual Fund - Parent | |
T. Rowe Price New Income Fund, Inc. | NIF | Mutual Fund - Parent | |
T. Rowe Price Personal Strategy Funds, Inc. | PER | Mutual Fund - Parent | |
T. Rowe Price Personal Strategy Balanced Fund | PSB | Mutual Fund - Series | |
T. Rowe Price Personal Strategy Growth Fund | PSG | Mutual Fund - Series | |
T. Rowe Price Personal Strategy Income Fund | PSI | Mutual Fund - Series | |
T. Rowe Price Quantitative Management Funds, Inc. | QUANT | Mutual Fund - Parent |
179
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price QM Global Equity Fund | QGE | Mutual Fund - Series | |
T. Rowe Price QM U.S. Small-Cap Growth Equity Fund | DSG | Mutual Fund - Series | |
T. Rowe Price QM U.S. Small & Mid-Cap Core Equity Fund | QSM | Mutual Fund - Series | |
T. Rowe Price QM U.S. Value Equity Fund | QMV | Mutual Fund - Series | |
T. Rowe Price Real Assets Fund, Inc. | RAF | Mutual Fund - Parent | |
T. Rowe Price Real Estate Fund, Inc. | REF | Mutual Fund - Parent | |
T. Rowe Price Reserve Investment Funds, Inc. | RESFDS | Mutual Fund - Parent | |
T. Rowe Price Government Reserve Fund | RES | Mutual Fund - Series | |
T. Rowe Price Short-Term Government Fund | GRI | Mutual Fund - Series | |
T. Rowe Price Short-Term Fund | REI | Mutual Fund - Series | |
T. Rowe Price Treasury Reserve Fund | GRS | Mutual Fund - Series | |
T. Rowe Price Science & Technology Fund, Inc. | STF | Mutual Fund - Parent | |
T. Rowe Price Short-Term Bond Fund, Inc. | STB | Mutual Fund - Parent | |
T. Rowe Price Ultra Short-Term Bond Fund | SBF | Mutual Fund - Series | |
T. Rowe Price Small-Cap Stock Fund, Inc. | SCS | Mutual Fund - Parent | |
T. Rowe Price Small-Cap Value Fund, Inc. | SCV | Mutual Fund - Parent | |
T. Rowe Price State Tax-Free Income Trust | STT | Mutual Fund - Parent | |
Georgia Tax-Free Bond Fund | GAB | Mutual Fund - Series | |
Maryland Short-Term Tax-Free Bond Fund | MDS | Mutual Fund - Series | |
Maryland Tax-Free Bond Fund | MDB | Mutual Fund - Series | |
Maryland Tax-Free Money Fund | MDM | Mutual Fund - Series | |
New Jersey Tax-Free Bond Fund | NJB | Mutual Fund - Series | |
New York Tax-Free Bond Fund | NYB | Mutual Fund - Series | |
New York Tax-Free Money Fund | NYM | Mutual Fund - Series | |
Virginia Tax-Free Bond Fund | VAB | Mutual Fund - Series |
180
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Summit Funds, Inc. | SIF | Mutual Fund - Parent | |
T. Rowe Price Cash Reserves Fund | SCR | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Funds, Inc. | SMF | Mutual Fund - Parent | |
T. Rowe Price Summit Municipal Income Fund | SMI | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Intermediate Fund | SMT | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Money Market Fund | SMM | Mutual Fund - Series | |
T. Rowe Price Tax-Efficient Funds, Inc. | TEF | Mutual Fund - Parent | |
T. Rowe Price Tax-Efficient Equity Fund | TMC | Mutual Fund - Series | |
T. Rowe Price Tax-Exempt Money Fund, Inc. | TEM | Mutual Fund - Parent | |
T. Rowe Price Tax-Free High Yield Fund, Inc. | TFH | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Income Fund, Inc. | TFI | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Short-Intermediate Fund, Inc. | TFS | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Ultra Short-Term Bond Fund | TUS | Mutual Fund - Series | |
T. Rowe Price Total Return Fund, Inc. | TTF | Mutual Fund - Parent | |
T. Rowe Price U.S. Bond Enhanced Index Fund, Inc. | UBX | Mutual Fund | |
T. Rowe Price U.S. Large-Cap Core Fund, Inc. | LCF | Mutual Fund - Parent | |
T. Rowe Price U.S. Treasury Funds, Inc. | USTF | Mutual Fund - Parent | |
U.S. Treasury Intermediate Fund | USI | Mutual Fund - Series | |
U.S. Treasury Long-Term Fund | USL | Mutual Fund - Series | |
U.S. Treasury Money Fund | UST | Mutual Fund - Series | |
T. Rowe Price Value Fund, Inc. | VAL | Mutual Fund - Parent | |
'40 Act Registered Fund of Funds | |||
T. Rowe Price Retirement Funds, Inc. | RDF | Mutual Fund - Parent | |
T. Rowe Price Retirement 2005 Fund | RPJ | Mutual Fund - Series | |
T. Rowe Price Retirement 2010 Fund | RPA | Mutual Fund - Series |
181
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Retirement 2015 Fund | RPG | Mutual Fund - Series | |
T. Rowe Price Retirement 2020 Fund | RPB | Mutual Fund - Series | |
T. Rowe Price Retirement 2025 Fund | RPH | Mutual Fund - Series | |
T. Rowe Price Retirement 2030 Fund | RPC | Mutual Fund - Series | |
T. Rowe Price Retirement 2035 Fund | RPI | Mutual Fund - Series | |
T. Rowe Price Retirement 2040 Fund | RPD | Mutual Fund - Series | |
T. Rowe Price Retirement 2045 Fund | RPK | Mutual Fund - Series | |
T. Rowe Price Retirement 2050 Fund | RPL | Mutual Fund - Series | |
T. Rowe Price Retirement 2055 Fund | RPM | Mutual Fund - Series | |
T. Rowe Price Retirement 2060 Fund | RPN | Mutual Fund - Series | |
T. Rowe Price Retirement Balanced Fund | RPE | Mutual Fund - Series | |
T. Rowe Price Retirement Income 2020 Fund | RIB | Mutual Fund - Series | |
T. Rowe Price Retirement I 2005 Fund—I Class | RBI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2010 Fund—I Class | RCI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2015 Fund—I Class | RDI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2020 Fund—I Class | RFI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2025 Fund—I Class | RGI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2030 Fund—I Class | RHI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2035 Fund—I Class | RII | Mutual Fund - Series | |
T. Rowe Price Retirement I 2040 Fund—I Class | RJI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2045 Fund—I Class | RKI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2050 Fund—I Class | RMI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2055 Fund—I Class | RNI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2060 Fund—I Class | ROI | Mutual Fund - Series | |
T. Rowe Price Retirement Balanced I Fund—I Class | RQI | Mutual Fund - Series |
182
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Target 2005 Fund | TRA | Mutual Fund - Series | |
T. Rowe Price Target 2010 Fund | TRB | Mutual Fund - Series | |
T. Rowe Price Target 2015 Fund | TRC | Mutual Fund - Series | |
T. Rowe Price Target 2020 Fund | TRD | Mutual Fund - Series | |
T. Rowe Price Target 2025 Fund | TRE | Mutual Fund - Series | |
T. Rowe Price Target 2030 Fund | TRG | Mutual Fund - Series | |
T. Rowe Price Target 2035 Fund | TRH | Mutual Fund - Series | |
T. Rowe Price Target 2040 Fund | TRJ | Mutual Fund - Series | |
T. Rowe Price Target 2045 Fund | TRL | Mutual Fund - Series | |
T. Rowe Price Target 2050 Fund | TRM | Mutual Fund - Series | |
T. Rowe Price Target 2055 Fund | TRN | Mutual Fund - Series | |
T. Rowe Price Target 2060 Fund | TRO | Mutual Fund - Series | |
T. Rowe Price Spectrum Fund, Inc. | SPC | Mutual Fund - Parent | |
Spectrum Growth Fund | SPG | Mutual Fund - Series | |
Spectrum Income Fund | SPI | Mutual Fund - Series | |
Spectrum International Fund | SPF | Mutual Fund - Series |
183
AMENDMENT
NO. 11
TO
Fund Accounting Agreement
This Amendment No. 11 (this “Amendment”) is made and entered into effective as of July 17, 2017 (“Amendment Effective Date”) by and between each Fund listed on amended Exhibit A (each a “Fund” or collectively the “Funds”), attached hereto as attachment A, T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office located at 100 E. Pratt Street, Baltimore, Maryland 21202 (“TRP”) and THE BANK OF NEW YORK MELLON, a bank organized under the Laws of the State of New York, having its principal office located at 255 Liberty Street, New York, New York 10286 (“BNY Mellon”).
WHEREAS, each Fund, TRP, and BNY Mellon have entered into a Fund Accounting Agreement, dated as of August 1, 2015 (the “Fund Accounting Agreement”); and
WHEREAS, each Fund, TRP, and BNY Mellon desire to amend the Fund Accounting Agreement to reflect certain changes as set forth in this Amendment.
NOW, THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, intending to be legally bound, each Fund, TRP, and BNY Mellon hereby agree as follows:
1. DEFINITIONS
Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Fund Accounting Agreement.
2. AMENDED EXHIBIT A
The Fund Accounting Agreement is hereby amended adding T. Rowe Price Multi-Strategy Total Return Fund, Inc. as a Mutual Fund – Parent; by adding
184
T. Rowe Price Capital Appreciation Fund, Inc. as a Mutual Fund – Parent; by changing the T. Rowe Price International Bond Fund (USD Hedged) as a Mutual Fund – Series on behalf of T. Rowe Price International Funds, Inc.; and by removing T. Rowe Price Tax-Free Ultra Short-Term Bond Fund on behalf of T. Rowe Price Tax-Free Short-Intermediate Fund, Inc.
3. EFFECT ON FUND ACCOUNTING AGREEMENT
In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.
4. GOVERNING LAW
The laws of the State of New York and the federal laws of the United States applicable therein shall govern, construe, and enforce all of the rights, duties, and obligations arising out of or related in any manner to, the subject matter of this Amendment, notwithstanding any conflict of laws principles.
5. COUNTERPARTS/FACSIMILE
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. This Amendment may also be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.
IN WITNESS WHEREOF, each Fund, TRP, and BNY Mellon have executed or caused this Amendment to be executed as of the Amendment Effective Date by its duly authorized representative.
185
THE BANK OF NEW YORK MELLON |
By: /s/Donald Brophy |
Name: Donald Brophy |
Title: Vice President |
Date: 8-10-17 |
186
T. ROWE PRICE ASSOCIATES, INC. |
By: /s/David Oestreicher |
Name: David Oestreicher |
Title: Vice President |
Date: |
187
On behalf of each Fund listed in Amended Exhibit A |
By: /s/Darrell N. Braman |
Name: Darrell N. Braman |
Title: Vice President |
Date: |
188
ATTACHMENT A
Amended Exhibit A
Mutual Fund Entity Name | Reference ID | Entity Type | |
‘40 Act Registered Funds |
|
| |
T. Rowe Price Balanced Fund, Inc. | BAL | Mutual Fund - Parent | |
T. Rowe Price Blue Chip Growth Fund, Inc. | BCG | Mutual Fund - Parent | |
T. Rowe Price California Tax-Free Income Trust | CAT | Mutual Fund - Parent | |
California Tax-Free Bond Fund | CAB | Mutual Fund - Series | |
California Tax-Free Money Fund | CAM | Mutual Fund - Series | |
T. Rowe Price Capital Appreciation Fund | CAF | Mutual Fund - Parent | |
T. Rowe Price Capital Appreciation & Income Fund, Inc. | CAN | Mutual Fund - Parent | |
T. Rowe Price Capital Opportunity Fund, Inc. | COF | Mutual Fund - Parent | |
T. Rowe Price Corporate Income Fund, Inc. | CIF | Mutual Fund - Parent | |
T. Rowe Price Credit Opportunities Fund, Inc. | CRO | Mutual Fund - Parent | |
T. Rowe Price Diversified Mid-Cap Growth Fund, Inc. | DMG | Mutual Fund - Parent | |
T. Rowe Price Dividend Growth Fund, Inc. | DGF | Mutual Fund - Parent | |
T. Rowe Price Equity Income Fund | EIF | Mutual Fund - Parent | |
T. Rowe Price Equity Series, Inc. | EQS | Mutual Fund - Parent | |
T. Rowe Price Blue Chip Growth Portfolio | BCP | Mutual Fund - Series | |
T. Rowe Price Equity Income Portfolio | EIP | Mutual Fund - Series | |
T. Rowe Price Equity Index 500 Portfolio | EXP | Mutual Fund - Series | |
T. Rowe Price Health Sciences Portfolio | HSP | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Growth Portfolio | MGP | Mutual Fund - Series | |
T. Rowe Price New America Growth Portfolio | NAP | Mutual Fund - Series | |
T. Rowe Price Personal Strategy Balanced Portfolio | PSP | Mutual Fund - Series |
189
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Financial Services Fund, Inc. | FSF | Mutual Fund - Parent | |
T. Rowe Price Fixed Income Series, Inc. | FIS | Mutual Fund - Parent | |
T. Rowe Price Government Money Portfolio | PRP | Mutual Fund - Series | |
T. Rowe Price Limited-Term Bond Portfolio | LTP | Mutual Fund - Series | |
T. Rowe Price Floating Rate Fund, Inc. | FRI | Mutual Fund - Parent | |
T. Rowe Price Global Allocation Fund, Inc. | GAF | Mutual Fund - Parent | |
T. Rowe Price Global Multi-Sector Bond Fund, Inc. | SNF | Mutual Fund - Parent | |
T. Rowe Price Global Real Estate Fund, Inc. | GRE | Mutual Fund - Parent | |
T. Rowe Price Global Technology Fund, Inc. | GTF | Mutual Fund - Parent | |
T. Rowe Price GNMA Fund | GMA | Mutual Fund - Parent | |
T. Rowe Price Government Money Fund, Inc. | PRF | Mutual Fund - Parent | |
T. Rowe Price Growth & Income Fund, Inc. | GIF | Mutual Fund - Parent | |
T. Rowe Price Growth Stock Fund, Inc. | GSF | Mutual Fund - Parent | |
T. Rowe Price Health Sciences Fund, Inc. | HSF | Mutual Fund - Parent | |
T. Rowe Price High Yield Fund, Inc. | HYF | Mutual Fund - Parent | |
T. Rowe Price U.S. High Yield Fund | UHY | Mutual Fund - Series | |
T. Rowe Price Index Trust, Inc. | INDX | Mutual Fund - Parent | |
T. Rowe Price Equity Index 500 Fund | EXF | Mutual Fund - Series | |
T. Rowe Price Extended Equity Market Index Fund | XMX | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Index Fund | MCX | Mutual Fund - Series | |
T. Rowe Price Small-Cap Index Fund | SCX | Mutual Fund - Series | |
T. Rowe Price Total Equity Market Index Fund | TMX | Mutual Fund - Series | |
T. Rowe Price Inflation Protected Bond Fund, Inc. | IPB | Mutual Fund - Parent | |
T. Rowe Price Institutional Equity Funds, Inc. | IEF | Mutual Fund - Parent | |
T. Rowe Price Institutional Large-Cap Core Growth Fund | LCC | Mutual Fund - Series |
190
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Institutional Large-Cap Growth Fund | LCG | Mutual Fund - Series | |
T. Rowe Price Institutional Large-Cap Value Fund | LCV | Mutual Fund - Series | |
T. Rowe Price Institutional Mid-Cap Equity Growth Fund | MCE | Mutual Fund - Series | |
T. Rowe Price Institutional Small-Cap Stock Fund | SCI | Mutual Fund - Series | |
T. Rowe Price Institutional U.S. Structured Research Fund | IRF | Mutual Fund - Series | |
T. Rowe Price Institutional Income Funds, Inc. | IINCF | Mutual Fund - Parent | |
T. Rowe Price Institutional Cash Reserves Fund | ICM | Mutual Fund - Series | |
T. Rowe Price Institutional Core Plus Fund | ICP | Mutual Fund - Series | |
T. Rowe Price Institutional Credit Opportunities Fund | ICO | Mutual Fund - Series | |
T. Rowe Price Institutional Floating Rate Fund | IFR | Mutual Fund - Series | |
T. Rowe Price Institutional Global Multi-Sector Bond Fund | IGM | Mutual Fund - Series | |
T. Rowe Price Institutional High Yield Fund | HYI | Mutual Fund - Series | |
T. Rowe Price Institutional Long Duration Credit Fund | LDC | Mutual Fund - Series | |
T. Rowe Price Institutional International Funds, Inc. | IIF | Mutual Fund - Parent | |
T. Rowe Price Institutional Africa & Middle East Fund | IAM | Mutual Fund - Series | |
T. Rowe Price Institutional Emerging Markets Bond Fund | IEB | Mutual Fund - Series | |
T. Rowe Price Institutional Emerging Markets Equity Fund | IEM | Mutual Fund - Series | |
T. Rowe Price Institutional Frontier Markets Equity Fund | IFM | Mutual Fund - Series | |
T. Rowe Price Institutional Global Focused Growth Equity Fund | IGE | Mutual Fund - Series | |
T. Rowe Price Institutional Global Growth Equity Fund | IGL | Mutual Fund - Series | |
T. Rowe Price Institutional Global Value Equity Fund | IGV | Mutual Fund - Series | |
T. Rowe Price Institutional International Bond Fund | IIB | Mutual Fund - Series | |
T. Rowe Price Institutional International Concentrated Equity Fund | ICE | Mutual Fund - Series | |
T. Rowe Price Institutional International Core Equity Fund | IIC | Mutual Fund - Series | |
T. Rowe Price Institutional International Growth Equity Fund | FEF | Mutual Fund - Series |
191
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Intermediate Tax-Free High Yield Fund, Inc. | ITF | Mutual Fund - Parent | |
T. Rowe Price International Funds, Inc. | PIF | Mutual Fund - Parent | |
T. Rowe Price Africa & Middle East Fund | AME | Mutual Fund - Series | |
T. Rowe Price Asia Opportunities Fund | AOF | Mutual Fund - Series | |
T. Rowe Price Dynamic Global Bond Fund | GUN | Mutual Fund - Series | |
T. Rowe Price Emerging Europe Fund | EEM | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Bond Fund | EMB | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Corporate Bond Fund | EMC | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Currency Bond Fund | EML | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Stock Fund | EMS | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Value Stock Fund | EMV | Mutual Fund - Series | |
T. Rowe Price European Stock Fund | ESF | Mutual Fund - Series | |
T. Rowe Price Global Consumer Fund | GCF | Mutual Fund - Series | |
T. Rowe Price Global Growth Stock Fund | GLE | Mutual Fund - Series | |
T. Rowe Price Global High Income Bond Fund | GHI | Mutual Fund - Series | |
T. Rowe Price Global Industrials Fund | IND | Mutual Fund - Series | |
T. Rowe Price Global Stock Fund | GLS | Mutual Fund - Series | |
T. Rowe Price International Bond Fund | IBF | Mutual Fund - Series | |
T. Rowe Price International Bond Fund (USD Hedged) | IBH | Mutual Fund - Series | |
T. Rowe Price International Concentrated Equity Fund | ICN | Mutual Fund - Series | |
T. Rowe Price International Discovery Fund | IDF | Mutual Fund - Series | |
T. Rowe Price International Stock Fund | ISF | Mutual Fund - Series | |
T. Rowe Price International Value Equity Fund | IGI | Mutual Fund - Series | |
T. Rowe Price Japan Fund | JAF | Mutual Fund - Series | |
T. Rowe Price Latin America Fund | LAM | Mutual Fund - Series |
192
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price New Asia Fund | NAS | Mutual Fund - Series | |
T. Rowe Price Overseas Stock Fund | OSF | Mutual Fund - Series | |
T. Rowe Price International Index Fund, Inc. | IIXF | Mutual Fund - Parent | |
T. Rowe Price International Equity Index Fund | IXF | Mutual Fund - Series | |
T. Rowe Price International Series, Inc. | INS | Mutual Fund - Parent | |
T. Rowe Price International Stock Portfolio | ISP | Mutual Fund - Series | |
T. Rowe Price Limited Duration Inflation Focused Bond Fund, Inc. | STI | Mutual Fund - Parent | |
T. Rowe Price Media & Telecommunications Fund, Inc. | MTF | Mutual Fund - Parent | |
T. Rowe Price Mid-Cap Growth Fund, Inc. | MCG | Mutual Fund - Parent | |
T. Rowe Price Mid-Cap Value Fund, Inc. | MCV | Mutual Fund - Parent | |
T. Rowe Price Multi-Sector Account Portfolios, Inc. | MAPS | Mutual Fund - Parent | |
T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio | EBS | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio | ELS | Mutual Fund - Series | |
T. Rowe Price Floating Rate Multi-Sector Account Portfolio | FRS | Mutual Fund - Series | |
T. Rowe Price High Yield Multi-Sector Account Portfolio | HYS | Mutual Fund - Series | |
T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio | IGS | Mutual Fund - Series | |
T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio | MBS | Mutual Fund - Series | |
T. Rowe Price Multi-Strategy Total Return Fund, Inc. | MSR | Mutual Fund - Parent | |
T. Rowe Price New America Growth Fund | NAG | Mutual Fund - Parent | |
T. Rowe Price New Era Fund, Inc. | NEF | Mutual Fund - Parent | |
T. Rowe Price New Horizons Fund, Inc. | NHF | Mutual Fund - Parent | |
T. Rowe Price New Income Fund, Inc. | NIF | Mutual Fund - Parent |
193
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Personal Strategy Funds, Inc. | PER | Mutual Fund - Parent | |
T. Rowe Price Personal Strategy Balanced Fund | PSB | Mutual Fund - Series | |
T. Rowe Price Personal Strategy Growth Fund | PSG | Mutual Fund - Series | |
T. Rowe Price Personal Strategy Income Fund | PSI | Mutual Fund - Series | |
T. Rowe Price Quantitative Management Funds, Inc. | QUANT | Mutual Fund - Parent | |
T. Rowe Price QM Global Equity Fund | QGE | Mutual Fund - Series | |
T. Rowe Price QM U.S. Small-Cap Growth Equity Fund | DSG | Mutual Fund - Series | |
T. Rowe Price QM U.S. Small & Mid-Cap Core Equity Fund | QSM | Mutual Fund - Series | |
T. Rowe Price QM U.S. Value Equity Fund | QMV | Mutual Fund - Series | |
T. Rowe Price Real Assets Fund, Inc. | RAF | Mutual Fund - Parent | |
T. Rowe Price Real Estate Fund, Inc. | REF | Mutual Fund - Parent | |
T. Rowe Price Reserve Investment Funds, Inc. | RESFDS | Mutual Fund - Parent | |
T. Rowe Price Government Reserve Fund | RES | Mutual Fund - Series | |
T. Rowe Price Short-Term Government Fund | GRI | Mutual Fund - Series | |
T. Rowe Price Short-Term Fund | REI | Mutual Fund - Series | |
T. Rowe Price Treasury Reserve Fund | GRS | Mutual Fund - Series | |
T. Rowe Price Science & Technology Fund, Inc. | STF | Mutual Fund - Parent | |
T. Rowe Price Short-Term Bond Fund, Inc. | STB | Mutual Fund - Parent | |
T. Rowe Price Ultra Short-Term Bond Fund | SBF | Mutual Fund - Series | |
T. Rowe Price Small-Cap Stock Fund, Inc. | SCS | Mutual Fund - Parent | |
T. Rowe Price Small-Cap Value Fund, Inc. | SCV | Mutual Fund - Parent | |
T. Rowe Price State Tax-Free Income Trust | STT | Mutual Fund - Parent | |
Georgia Tax-Free Bond Fund | GAB | Mutual Fund - Series | |
Maryland Short-Term Tax-Free Bond Fund | MDS | Mutual Fund - Series | |
Maryland Tax-Free Bond Fund | MDB | Mutual Fund - Series |
194
Mutual Fund Entity Name | Reference ID | Entity Type | |
Maryland Tax-Free Money Fund | MDM | Mutual Fund - Series | |
New Jersey Tax-Free Bond Fund | NJB | Mutual Fund - Series | |
New York Tax-Free Bond Fund | NYB | Mutual Fund - Series | |
New York Tax-Free Money Fund | NYM | Mutual Fund - Series | |
Virginia Tax-Free Bond Fund | VAB | Mutual Fund - Series | |
T. Rowe Price Summit Funds, Inc. | SIF | Mutual Fund - Parent | |
T. Rowe Price Cash Reserves Fund | SCR | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Funds, Inc. | SMF | Mutual Fund - Parent | |
T. Rowe Price Summit Municipal Income Fund | SMI | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Intermediate Fund | SMT | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Money Market Fund | SMM | Mutual Fund - Series | |
T. Rowe Price Tax-Efficient Funds, Inc. | TEF | Mutual Fund - Parent | |
T. Rowe Price Tax-Efficient Equity Fund | TMC | Mutual Fund - Series | |
T. Rowe Price Tax-Exempt Money Fund, Inc. | TEM | Mutual Fund - Parent | |
T. Rowe Price Tax-Free High Yield Fund, Inc. | TFH | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Income Fund, Inc. | TFI | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Short-Intermediate Fund, Inc. | TFS | Mutual Fund - Parent | |
T. Rowe Price Total Return Fund, Inc. | TTF | Mutual Fund - Parent | |
T. Rowe Price U.S. Bond Enhanced Index Fund, Inc. | UBX | Mutual Fund | |
T. Rowe Price U.S. Large-Cap Core Fund, Inc. | LCF | Mutual Fund - Parent | |
T. Rowe Price U.S. Treasury Funds, Inc. | USTF | Mutual Fund - Parent | |
U.S. Treasury Intermediate Fund | USI | Mutual Fund - Series | |
U.S. Treasury Long-Term Fund | USL | Mutual Fund - Series | |
U.S. Treasury Money Fund | UST | Mutual Fund - Series | |
T. Rowe Price Value Fund, Inc. | VAL | Mutual Fund - Parent |
195
Mutual Fund Entity Name | Reference ID | Entity Type | |
'40 Act Registered Fund of Funds | |||
T. Rowe Price Retirement Funds, Inc. | RDF | Mutual Fund - Parent | |
T. Rowe Price Retirement 2005 Fund | RPJ | Mutual Fund - Series | |
T. Rowe Price Retirement 2010 Fund | RPA | Mutual Fund - Series | |
T. Rowe Price Retirement 2015 Fund | RPG | Mutual Fund - Series | |
T. Rowe Price Retirement 2020 Fund | RPB | Mutual Fund - Series | |
T. Rowe Price Retirement 2025 Fund | RPH | Mutual Fund - Series | |
T. Rowe Price Retirement 2030 Fund | RPC | Mutual Fund - Series | |
T. Rowe Price Retirement 2035 Fund | RPI | Mutual Fund - Series | |
T. Rowe Price Retirement 2040 Fund | RPD | Mutual Fund - Series | |
T. Rowe Price Retirement 2045 Fund | RPK | Mutual Fund - Series | |
T. Rowe Price Retirement 2050 Fund | RPL | Mutual Fund - Series | |
T. Rowe Price Retirement 2055 Fund | RPM | Mutual Fund - Series | |
T. Rowe Price Retirement 2060 Fund | RPN | Mutual Fund - Series | |
T. Rowe Price Retirement Balanced Fund | RPE | Mutual Fund - Series | |
T. Rowe Price Retirement Income 2020 Fund | RIB | Mutual Fund - Series | |
T. Rowe Price Retirement I 2005 Fund—I Class | RBI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2010 Fund—I Class | RCI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2015 Fund—I Class | RDI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2020 Fund—I Class | RFI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2025 Fund—I Class | RGI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2030 Fund—I Class | RHI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2035 Fund—I Class | RII | Mutual Fund - Series | |
T. Rowe Price Retirement I 2040 Fund—I Class | RJI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2045 Fund—I Class | RKI | Mutual Fund - Series |
196
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Retirement I 2050 Fund—I Class | RMI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2055 Fund—I Class | RNI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2060 Fund—I Class | ROI | Mutual Fund - Series | |
T. Rowe Price Retirement Balanced I Fund—I Class | RQI | Mutual Fund - Series | |
T. Rowe Price Target 2005 Fund | TRA | Mutual Fund - Series | |
T. Rowe Price Target 2010 Fund | TRB | Mutual Fund - Series | |
T. Rowe Price Target 2015 Fund | TRC | Mutual Fund - Series | |
T. Rowe Price Target 2020 Fund | TRD | Mutual Fund - Series | |
T. Rowe Price Target 2025 Fund | TRE | Mutual Fund - Series | |
T. Rowe Price Target 2030 Fund | TRG | Mutual Fund - Series | |
T. Rowe Price Target 2035 Fund | TRH | Mutual Fund - Series | |
T. Rowe Price Target 2040 Fund | TRJ | Mutual Fund - Series | |
T. Rowe Price Target 2045 Fund | TRL | Mutual Fund - Series | |
T. Rowe Price Target 2050 Fund | TRM | Mutual Fund - Series | |
T. Rowe Price Target 2055 Fund | TRN | Mutual Fund - Series | |
T. Rowe Price Target 2060 Fund | TRO | Mutual Fund - Series | |
T. Rowe Price Spectrum Fund, Inc. | SPC | Mutual Fund - Parent | |
Spectrum Growth Fund | SPG | Mutual Fund - Series | |
Spectrum Income Fund | SPI | Mutual Fund - Series | |
Spectrum International Fund | SPF | Mutual Fund - Series |
197
AMENDMENT
NO. 12
TO
Fund Accounting Agreement
This Amendment No. 12 (this “Amendment”) is made and entered into effective as of October 1, 2017 (“Amendment Effective Date”) by and between each Fund listed on Exhibit A (each a “Fund” or collectively the “Funds”) to the Fund Accounting Agreement (as defined below), T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office located at 100 E. Pratt Street, Baltimore, Maryland 21202 (“TRP”) and THE BANK OF NEW YORK MELLON, a bank organized under the Laws of the State of New York, having its principal office located at 255 Liberty Street, New York, New York 10286 (“BNY Mellon”). The Funds, TRP and BNY Mellon are collectively referred to as the “Parties” and individually as a “Party.”
WHEREAS, each Fund, TRP, and BNY Mellon have entered into a Fund Accounting Agreement, dated as of August 1, 2015, as amended, modified or otherwise supplemented (the “Fund Accounting Agreement”); and
WHEREAS, each Fund, TRP, and BNY Mellon desire to amend the Fund Accounting Agreement to reflect certain changes as set forth in this Amendment.
NOW, THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, intending to be legally bound, each Fund, TRP, and BNY Mellon hereby agree as follows:
1. DEFINITIONS
Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Fund Accounting Agreement.
198
2. AMENDED SCHEDULE IV
The Fund Accounting Agreement is hereby amended by replacing Schedule IV, in its entirety, with the amended Schedule IV attached hereto.
3. EFFECT ON FUND ACCOUNTING AGREEMENT
In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.
4. GOVERNING LAW
The laws of the State of New York and the federal laws of the United States applicable therein shall govern, construe, and enforce all of the rights, duties, and obligations arising out of or related in any manner to, the subject matter of this Amendment, notwithstanding any conflict of laws principles.
5. COUNTERPARTS/FACSIMILE
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. This Amendment may also be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.
IN WITNESS WHEREOF, each Fund, TRP, and BNY Mellon have executed or caused this Amendment to be executed as of the Amendment Effective Date by its duly authorized representative.
199
THE BANK OF NEW YORK MELLON |
By: /s/Donald Brophy |
Name: Donald Brophy |
Title: Vice President |
Date: |
200
T. ROWE PRICE ASSOCIATES, INC. |
By: /s/David Oestreicher |
Name: David Oestreicher |
Title: Vice President |
Date: |
201
On behalf of each Fund listed in Amended Exhibit A |
By: /s/Darrell N. Braman |
Name: Darrell N. Braman |
Title: Vice President |
Date: |
202
AMENDMENT
NO. 13
TO
Fund Accounting Agreement
This Amendment No. 13 (this “Amendment”) is made and entered into effective as of October 30, 2017 (“Amendment Effective Date”) by and between each Fund listed on amended Exhibit A (each a “Fund” or collectively the “Funds”), attached hereto as attachment A, T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office located at 100 E. Pratt Street, Baltimore, Maryland 21202 (“TRP”) and THE BANK OF NEW YORK MELLON, a bank organized under the Laws of the State of New York, having its principal office located at 255 Liberty Street, New York, New York 10286 (“BNY Mellon”).
WHEREAS, each Fund, TRP, and BNY Mellon have entered into a Fund Accounting Agreement, dated as of August 1, 2015 (the “Fund Accounting Agreement”); and
WHEREAS, each Fund, TRP, and BNY Mellon desire to amend the Fund Accounting Agreement to reflect certain changes as set forth in this Amendment.
NOW, THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, intending to be legally bound, each Fund, TRP, and BNY Mellon hereby agree as follows:
1. DEFINITIONS
Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Fund Accounting Agreement.
2. AMENDED EXHIBIT A
The Fund Accounting Agreement is hereby amended by changing the name of T. Rowe Price Capital Appreciation Fund to T. Rowe Price Capital
203
Appreciation Fund, Inc.; by changing the name of T. Rowe Price Equity Income Fund to T. Rowe Price Equity Income Fund, Inc.; by changing the name of T. Rowe Price GNMA Fund to T. Rowe Price GNMA Fund, Inc.; by changing the name of T. Rowe Price New America Growth Fund to T. Rowe Price New America Growth Fund, Inc.; by changing the name of T. Rowe Price State Tax-Free Income Trust to T. Rowe Price State Tax-Free Funds, Inc.; by changing the names of 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, and Virginia Tax-Free Bond Fund to T. Rowe Price Georgia Tax-Free Bond Fund, T. Rowe Price Maryland Short-Term Tax-Free Bond Fund, T. Rowe Price Maryland Tax-Free Bond Fund, T. Rowe Price Maryland Tax-Free Money Fund, T. Rowe Price New Jersey Tax-Free Bond Fund, T. Rowe Price New York Tax-Free Bond Fund, T. Rowe Price New York Tax-Free Money Fund, and T. Rowe Price Virginia Tax-Free Bond Fund, respectively, on behalf of T. Rowe Price State Tax-Free Funds, Inc.; by removing T. Rowe Price California Tax-Free Income Trust as a Mutual Fund – Parent; and by changing the names of California Tax-Free Bond Fund and California Tax-Free Money Fund to T. Rowe Price California Tax-Free Bond Fund and T. Rowe Price California Tax-Free Money Fund, respectively, and moving them under T. Rowe Price State Tax-Free Funds, Inc. as Mutual Fund – Series.
3. EFFECT ON FUND ACCOUNTING AGREEMENT
In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.
204
4. GOVERNING LAW
The laws of the State of New York and the federal laws of the United States applicable therein shall govern, construe, and enforce all of the rights, duties, and obligations arising out of or related in any manner to, the subject matter of this Amendment, notwithstanding any conflict of laws principles.
5. COUNTERPARTS/FACSIMILE
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. This Amendment may also be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.
IN WITNESS WHEREOF, each Fund, TRP, and BNY Mellon have executed or caused this Amendment to be executed as of the Amendment Effective Date by its duly authorized representative.
THE BANK OF NEW YORK MELLON |
By: /s/Donald Brophy |
Name: Donald Brophy |
Title: Vice President |
Date: 11-28-17 |
205
T. ROWE PRICE ASSOCIATES, INC. |
By: /s/David Oestreicher |
Name: David Oestreicher |
Title: Vice President |
Date: 10-30-17 |
206
On behalf of each Fund listed in Amended Exhibit A |
By: /s/Darrell N. Braman |
Name: Darrell N. Braman |
Title: Vice President |
Date: 10-30-17 |
207
ATTACHMENT A
Amended Exhibit A
Mutual Fund Entity Name | Reference ID | Entity Type | |
‘40 Act Registered Funds |
|
| |
T. Rowe Price Balanced Fund, Inc. | BAL | Mutual Fund - Parent | |
T. Rowe Price Blue Chip Growth Fund, Inc. | BCG | Mutual Fund - Parent | |
T. Rowe Price Capital Appreciation Fund, Inc. | CAF | Mutual Fund - Parent | |
T. Rowe Price Capital Appreciation & Income Fund, Inc. | CAN | Mutual Fund - Parent | |
T. Rowe Price Capital Opportunity Fund, Inc. | COF | Mutual Fund - Parent | |
T. Rowe Price Corporate Income Fund, Inc. | CIF | Mutual Fund - Parent | |
T. Rowe Price Credit Opportunities Fund, Inc. | CRO | Mutual Fund - Parent | |
T. Rowe Price Diversified Mid-Cap Growth Fund, Inc. | DMG | Mutual Fund - Parent | |
T. Rowe Price Dividend Growth Fund, Inc. | DGF | Mutual Fund - Parent | |
T. Rowe Price Equity Income Fund, Inc. | EIF | Mutual Fund - Parent | |
T. Rowe Price Equity Series, Inc. | EQS | Mutual Fund - Parent | |
T. Rowe Price Blue Chip Growth Portfolio | BCP | Mutual Fund - Series | |
T. Rowe Price Equity Income Portfolio | EIP | Mutual Fund - Series | |
T. Rowe Price Equity Index 500 Portfolio | EXP | Mutual Fund - Series | |
T. Rowe Price Health Sciences Portfolio | HSP | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Growth Portfolio | MGP | Mutual Fund - Series | |
T. Rowe Price New America Growth Portfolio | NAP | Mutual Fund - Series | |
T. Rowe Price Personal Strategy Balanced Portfolio | PSP | Mutual Fund - Series | |
T. Rowe Price Financial Services Fund, Inc. | FSF | Mutual Fund - Parent | |
T. Rowe Price Fixed Income Series, Inc. | FIS | Mutual Fund - Parent | |
T. Rowe Price Government Money Portfolio | PRP | Mutual Fund - Series |
208
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Limited-Term Bond Portfolio | LTP | Mutual Fund - Series | |
T. Rowe Price Floating Rate Fund, Inc. | FRI | Mutual Fund - Parent | |
T. Rowe Price Global Allocation Fund, Inc. | GAF | Mutual Fund - Parent | |
T. Rowe Price Global Multi-Sector Bond Fund, Inc. | SNF | Mutual Fund - Parent | |
T. Rowe Price Global Real Estate Fund, Inc. | GRE | Mutual Fund - Parent | |
T. Rowe Price Global Technology Fund, Inc. | GTF | Mutual Fund - Parent | |
T. Rowe Price GNMA Fund, Inc. | GMA | Mutual Fund - Parent | |
T. Rowe Price Government Money Fund, Inc. | PRF | Mutual Fund - Parent | |
T. Rowe Price Growth & Income Fund, Inc. | GIF | Mutual Fund - Parent | |
T. Rowe Price Growth Stock Fund, Inc. | GSF | Mutual Fund - Parent | |
T. Rowe Price Health Sciences Fund, Inc. | HSF | Mutual Fund - Parent | |
T. Rowe Price High Yield Fund, Inc. | HYF | Mutual Fund - Parent | |
T. Rowe Price U.S. High Yield Fund | UHY | Mutual Fund - Series | |
T. Rowe Price Index Trust, Inc. | INDX | Mutual Fund - Parent | |
T. Rowe Price Equity Index 500 Fund | EXF | Mutual Fund - Series | |
T. Rowe Price Extended Equity Market Index Fund | XMX | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Index Fund | MCX | Mutual Fund - Series | |
T. Rowe Price Small-Cap Index Fund | SCX | Mutual Fund - Series | |
T. Rowe Price Total Equity Market Index Fund | TMX | Mutual Fund - Series | |
T. Rowe Price Inflation Protected Bond Fund, Inc. | IPB | Mutual Fund - Parent | |
T. Rowe Price Institutional Equity Funds, Inc. | IEF | Mutual Fund - Parent | |
T. Rowe Price Institutional Large-Cap Core Growth Fund | LCC | Mutual Fund - Series | |
T. Rowe Price Institutional Large-Cap Growth Fund | LCG | Mutual Fund - Series | |
T. Rowe Price Institutional Large-Cap Value Fund | LCV | Mutual Fund - Series | |
T. Rowe Price Institutional Mid-Cap Equity Growth Fund | MCE | Mutual Fund - Series |
209
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Institutional Small-Cap Stock Fund | SCI | Mutual Fund - Series | |
T. Rowe Price Institutional U.S. Structured Research Fund | IRF | Mutual Fund - Series | |
T. Rowe Price Institutional Income Funds, Inc. | IINCF | Mutual Fund - Parent | |
T. Rowe Price Institutional Cash Reserves Fund | ICM | Mutual Fund - Series | |
T. Rowe Price Institutional Core Plus Fund | ICP | Mutual Fund - Series | |
T. Rowe Price Institutional Credit Opportunities Fund | ICO | Mutual Fund - Series | |
T. Rowe Price Institutional Floating Rate Fund | IFR | Mutual Fund - Series | |
T. Rowe Price Institutional Global Multi-Sector Bond Fund | IGM | Mutual Fund - Series | |
T. Rowe Price Institutional High Yield Fund | HYI | Mutual Fund - Series | |
T. Rowe Price Institutional Long Duration Credit Fund | LDC | Mutual Fund - Series | |
T. Rowe Price Institutional International Funds, Inc. | IIF | Mutual Fund - Parent | |
T. Rowe Price Institutional Africa & Middle East Fund | IAM | Mutual Fund - Series | |
T. Rowe Price Institutional Emerging Markets Bond Fund | IEB | Mutual Fund - Series | |
T. Rowe Price Institutional Emerging Markets Equity Fund | IEM | Mutual Fund - Series | |
T. Rowe Price Institutional Frontier Markets Equity Fund | IFM | Mutual Fund - Series | |
T. Rowe Price Institutional Global Focused Growth Equity Fund | IGE | Mutual Fund - Series | |
T. Rowe Price Institutional Global Growth Equity Fund | IGL | Mutual Fund - Series | |
T. Rowe Price Institutional Global Value Equity Fund | IGV | Mutual Fund - Series | |
T. Rowe Price Institutional International Bond Fund | IIB | Mutual Fund - Series | |
T. Rowe Price Institutional International Concentrated Equity Fund | ICE | Mutual Fund - Series | |
T. Rowe Price Institutional International Core Equity Fund | IIC | Mutual Fund - Series | |
T. Rowe Price Institutional International Growth Equity Fund | FEF | Mutual Fund - Series | |
T. Rowe Price Intermediate Tax-Free High Yield Fund, Inc. | ITF | Mutual Fund - Parent | |
T. Rowe Price International Funds, Inc. | PIF | Mutual Fund - Parent | |
T. Rowe Price Africa & Middle East Fund | AME | Mutual Fund - Series |
210
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Asia Opportunities Fund | AOF | Mutual Fund - Series | |
T. Rowe Price Dynamic Global Bond Fund | GUN | Mutual Fund - Series | |
T. Rowe Price Emerging Europe Fund | EEM | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Bond Fund | EMB | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Corporate Bond Fund | EMC | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Currency Bond Fund | EML | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Stock Fund | EMS | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Value Stock Fund | EMV | Mutual Fund - Series | |
T. Rowe Price European Stock Fund | ESF | Mutual Fund - Series | |
T. Rowe Price Global Consumer Fund | GCF | Mutual Fund - Series | |
T. Rowe Price Global Growth Stock Fund | GLE | Mutual Fund - Series | |
T. Rowe Price Global High Income Bond Fund | GHI | Mutual Fund - Series | |
T. Rowe Price Global Industrials Fund | IND | Mutual Fund - Series | |
T. Rowe Price Global Stock Fund | GLS | Mutual Fund - Series | |
T. Rowe Price International Bond Fund | IBF | Mutual Fund - Series | |
T. Rowe Price International Bond Fund (USD Hedged) | IBH | Mutual Fund - Series | |
T. Rowe Price International Concentrated Equity Fund | ICN | Mutual Fund - Series | |
T. Rowe Price International Discovery Fund | IDF | Mutual Fund - Series | |
T. Rowe Price International Stock Fund | ISF | Mutual Fund - Series | |
T. Rowe Price International Value Equity Fund | IGI | Mutual Fund - Series | |
T. Rowe Price Japan Fund | JAF | Mutual Fund - Series | |
T. Rowe Price Latin America Fund | LAM | Mutual Fund - Series | |
T. Rowe Price New Asia Fund | NAS | Mutual Fund - Series | |
T. Rowe Price Overseas Stock Fund | OSF | Mutual Fund - Series | |
T. Rowe Price International Index Fund, Inc. | IIXF | Mutual Fund - Parent |
211
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price International Equity Index Fund | IXF | Mutual Fund - Series | |
T. Rowe Price International Series, Inc. | INS | Mutual Fund - Parent | |
T. Rowe Price International Stock Portfolio | ISP | Mutual Fund - Series | |
T. Rowe Price Limited Duration Inflation Focused Bond Fund, Inc. | STI | Mutual Fund - Parent | |
T. Rowe Price Media & Telecommunications Fund, Inc. | MTF | Mutual Fund - Parent | |
T. Rowe Price Mid-Cap Growth Fund, Inc. | MCG | Mutual Fund - Parent | |
T. Rowe Price Mid-Cap Value Fund, Inc. | MCV | Mutual Fund - Parent | |
T. Rowe Price Multi-Sector Account Portfolios, Inc. | MAPS | Mutual Fund - Parent | |
T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio | EBS | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio | ELS | Mutual Fund - Series | |
T. Rowe Price Floating Rate Multi-Sector Account Portfolio | FRS | Mutual Fund - Series | |
T. Rowe Price High Yield Multi-Sector Account Portfolio | HYS | Mutual Fund - Series | |
T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio | IGS | Mutual Fund - Series | |
T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio | MBS | Mutual Fund - Series | |
T. Rowe Price Multi-Strategy Total Return Fund, Inc. | MSR | Mutual Fund - Parent | |
T. Rowe Price New America Growth Fund, Inc. | NAG | Mutual Fund - Parent | |
T. Rowe Price New Era Fund, Inc. | NEF | Mutual Fund - Parent | |
T. Rowe Price New Horizons Fund, Inc. | NHF | Mutual Fund - Parent | |
T. Rowe Price New Income Fund, Inc. | NIF | Mutual Fund - Parent | |
T. Rowe Price Personal Strategy Funds, Inc. | PER | Mutual Fund - Parent | |
T. Rowe Price Personal Strategy Balanced Fund | PSB | Mutual Fund - Series | |
T. Rowe Price Personal Strategy Growth Fund | PSG | Mutual Fund - Series | |
T. Rowe Price Personal Strategy Income Fund | PSI | Mutual Fund - Series | |
T. Rowe Price Quantitative Management Funds, Inc. | QUANT | Mutual Fund - Parent |
212
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price QM Global Equity Fund | QGE | Mutual Fund - Series | |
T. Rowe Price QM U.S. Small-Cap Growth Equity Fund | DSG | Mutual Fund - Series | |
T. Rowe Price QM U.S. Small & Mid-Cap Core Equity Fund | QSM | Mutual Fund - Series | |
T. Rowe Price QM U.S. Value Equity Fund | QMV | Mutual Fund - Series | |
T. Rowe Price Real Assets Fund, Inc. | RAF | Mutual Fund - Parent | |
T. Rowe Price Real Estate Fund, Inc. | REF | Mutual Fund - Parent | |
T. Rowe Price Reserve Investment Funds, Inc. | RESFDS | Mutual Fund - Parent | |
T. Rowe Price Government Reserve Fund | RES | Mutual Fund - Series | |
T. Rowe Price Short-Term Government Fund | GRI | Mutual Fund - Series | |
T. Rowe Price Short-Term Fund | REI | Mutual Fund - Series | |
T. Rowe Price Treasury Reserve Fund | GRS | Mutual Fund - Series | |
T. Rowe Price Science & Technology Fund, Inc. | STF | Mutual Fund - Parent | |
T. Rowe Price Short-Term Bond Fund, Inc. | STB | Mutual Fund - Parent | |
T. Rowe Price Ultra Short-Term Bond Fund | SBF | Mutual Fund - Series | |
T. Rowe Price Small-Cap Stock Fund, Inc. | SCS | Mutual Fund - Parent | |
T. Rowe Price Small-Cap Value Fund, Inc. | SCV | Mutual Fund - Parent | |
T. Rowe Price State Tax-Free Funds, Inc. | STT | Mutual Fund - Parent | |
T. Rowe Price California Tax-Free Bond Fund | CAB | Mutual Fund - Series | |
T. Rowe Price California Tax-Free Money Fund | CAM | Mutual Fund - Series | |
T. Rowe Price Georgia Tax-Free Bond Fund | GAB | Mutual Fund - Series | |
T. Rowe Price Maryland Short-Term Tax-Free Bond Fund | MDS | Mutual Fund - Series | |
T. Rowe Price Maryland Tax-Free Bond Fund | MDB | Mutual Fund - Series | |
T. Rowe Price Maryland Tax-Free Money Fund | MDM | Mutual Fund - Series | |
T. Rowe Price New Jersey Tax-Free Bond Fund | NJB | Mutual Fund - Series | |
T. Rowe Price New York Tax-Free Bond Fund | NYB | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price New York Tax-Free Money Fund | NYM | Mutual Fund - Series | |
T. Rowe Price Virginia Tax-Free Bond Fund | VAB | Mutual Fund - Series | |
T. Rowe Price Summit Funds, Inc. | SIF | Mutual Fund - Parent | |
T. Rowe Price Cash Reserves Fund | SCR | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Funds, Inc. | SMF | Mutual Fund - Parent | |
T. Rowe Price Summit Municipal Income Fund | SMI | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Intermediate Fund | SMT | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Money Market Fund | SMM | Mutual Fund - Series | |
T. Rowe Price Tax-Efficient Funds, Inc. | TEF | Mutual Fund - Parent | |
T. Rowe Price Tax-Efficient Equity Fund | TMC | Mutual Fund - Series | |
T. Rowe Price Tax-Exempt Money Fund, Inc. | TEM | Mutual Fund - Parent | |
T. Rowe Price Tax-Free High Yield Fund, Inc. | TFH | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Income Fund, Inc. | TFI | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Short-Intermediate Fund, Inc. | TFS | Mutual Fund - Parent | |
T. Rowe Price Total Return Fund, Inc. | TTF | Mutual Fund - Parent | |
T. Rowe Price U.S. Bond Enhanced Index Fund, Inc. | UBX | Mutual Fund | |
T. Rowe Price U.S. Large-Cap Core Fund, Inc. | LCF | Mutual Fund - Parent | |
T. Rowe Price U.S. Treasury Funds, Inc. | USTF | Mutual Fund - Parent | |
U.S. Treasury Intermediate Fund | USI | Mutual Fund - Series | |
U.S. Treasury Long-Term Fund | USL | Mutual Fund - Series | |
U.S. Treasury Money Fund | UST | Mutual Fund - Series | |
T. Rowe Price Value Fund, Inc. | VAL | Mutual Fund - Parent | |
'40 Act Registered Fund of Funds | |||
T. Rowe Price Retirement Funds, Inc. | RDF | Mutual Fund - Parent |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Retirement 2005 Fund | RPJ | Mutual Fund - Series | |
T. Rowe Price Retirement 2010 Fund | RPA | Mutual Fund - Series | |
T. Rowe Price Retirement 2015 Fund | RPG | Mutual Fund - Series | |
T. Rowe Price Retirement 2020 Fund | RPB | Mutual Fund - Series | |
T. Rowe Price Retirement 2025 Fund | RPH | Mutual Fund - Series | |
T. Rowe Price Retirement 2030 Fund | RPC | Mutual Fund - Series | |
T. Rowe Price Retirement 2035 Fund | RPI | Mutual Fund - Series | |
T. Rowe Price Retirement 2040 Fund | RPD | Mutual Fund - Series | |
T. Rowe Price Retirement 2045 Fund | RPK | Mutual Fund - Series | |
T. Rowe Price Retirement 2050 Fund | RPL | Mutual Fund - Series | |
T. Rowe Price Retirement 2055 Fund | RPM | Mutual Fund - Series | |
T. Rowe Price Retirement 2060 Fund | RPN | Mutual Fund - Series | |
T. Rowe Price Retirement Balanced Fund | RPE | Mutual Fund - Series | |
T. Rowe Price Retirement Income 2020 Fund | RIB | Mutual Fund - Series | |
T. Rowe Price Retirement I 2005 Fund—I Class | RBI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2010 Fund—I Class | RCI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2015 Fund—I Class | RDI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2020 Fund—I Class | RFI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2025 Fund—I Class | RGI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2030 Fund—I Class | RHI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2035 Fund—I Class | RII | Mutual Fund - Series | |
T. Rowe Price Retirement I 2040 Fund—I Class | RJI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2045 Fund—I Class | RKI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2050 Fund—I Class | RMI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2055 Fund—I Class | RNI | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Retirement I 2060 Fund—I Class | ROI | Mutual Fund - Series | |
T. Rowe Price Retirement Balanced I Fund—I Class | RQI | Mutual Fund - Series | |
T. Rowe Price Target 2005 Fund | TRA | Mutual Fund - Series | |
T. Rowe Price Target 2010 Fund | TRB | Mutual Fund - Series | |
T. Rowe Price Target 2015 Fund | TRC | Mutual Fund - Series | |
T. Rowe Price Target 2020 Fund | TRD | Mutual Fund - Series | |
T. Rowe Price Target 2025 Fund | TRE | Mutual Fund - Series | |
T. Rowe Price Target 2030 Fund | TRG | Mutual Fund - Series | |
T. Rowe Price Target 2035 Fund | TRH | Mutual Fund - Series | |
T. Rowe Price Target 2040 Fund | TRJ | Mutual Fund - Series | |
T. Rowe Price Target 2045 Fund | TRL | Mutual Fund - Series | |
T. Rowe Price Target 2050 Fund | TRM | Mutual Fund - Series | |
T. Rowe Price Target 2055 Fund | TRN | Mutual Fund - Series | |
T. Rowe Price Target 2060 Fund | TRO | Mutual Fund - Series | |
T. Rowe Price Spectrum Fund, Inc. | SPC | Mutual Fund - Parent | |
Spectrum Growth Fund | SPG | Mutual Fund - Series | |
Spectrum Income Fund | SPI | Mutual Fund - Series | |
Spectrum International Fund | SPF | Mutual Fund - Series |
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AMENDMENT
NO. 14
TO
Fund Accounting Agreement
This Amendment No. 14 (this “Amendment”) is made and entered into effective as of June 21, 2018 (“Amendment Effective Date”) by and between each Fund listed on amended Exhibit A to the Agreement (each a “Fund” or collectively the “Funds”), T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office located at 100 E. Pratt Street, Baltimore, Maryland 21202 (“TRP”) and THE BANK OF NEW YORK MELLON, a bank organized under the Laws of the State of New York, having its principal office located at 255 Liberty Street, New York, New York 10286 (“BNY Mellon”).
WHEREAS, each Fund, TRP, and BNY Mellon have entered into a Fund Accounting Agreement, dated as of August 1, 2015 (the “Fund Accounting Agreement”); and
WHEREAS, each Fund, TRP, and BNY Mellon desire to amend the Fund Accounting Agreement to reflect certain changes as set forth in this Amendment.
NOW, THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, intending to be legally bound, each Fund, TRP, and BNY Mellon hereby agree as follows:
1. DEFINITIONS
Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Fund Accounting Agreement.
2. SERVICE LEVEL DESCRIPTION
The Fund Accounting Agreement is hereby amended by deleting the Service Level Description attached thereto and replacing it in its entirety with the Service Level Description attached hereto.
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3. EFFECT ON FUND ACCOUNTING AGREEMENT
In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.
4. GOVERNING LAW
The laws of the State of New York and the federal laws of the United States applicable therein shall govern, construe, and enforce all of the rights, duties, and obligations arising out of or related in any manner to, the subject matter of this Amendment, notwithstanding any conflict of laws principles.
5. COUNTERPARTS/FACSIMILE
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. This Amendment may also be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.
IN WITNESS WHEREOF, each Fund, TRP, and BNY Mellon have executed or caused this Amendment to be executed as of the Amendment Effective Date by its duly authorized representative.
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THE BANK OF NEW YORK MELLON |
By: /s/Donald Brophy |
Name: Donald Brophy |
Title: Vice President |
Date: |
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T. ROWE PRICE ASSOCIATES, INC. |
By: /s/David Oestreicher |
Name: David Oestreicher |
Title: Vice President |
Date: |
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On behalf of each Fund listed in Amended Exhibit A |
By: /s/Darrell N. Braman |
Name: Darrell N. Braman |
Title: Vice President |
Date: |
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AMENDMENT
NO. 15
TO
Fund Accounting Agreement
This Amendment No. 15 (this “Amendment”) dated June 22, 2018 by and between each Fund listed on Exhibit A (each a “Fund” or collectively the “Funds”) to the Fund Accounting Agreement (as defined below), T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office located at 100 E. Pratt Street, Baltimore, Maryland 21202 (“TRP”) and THE BANK OF NEW YORK MELLON, a bank organized under the Laws of the State of New York, having its principal office located at 255 Liberty Street, New York, New York 10286 (“BNY Mellon”).
WHEREAS, each Fund, TRP, and BNY Mellon have entered into a Fund Accounting Agreement, dated as of August 1, 2015 (the “Fund Accounting Agreement”); and
WHEREAS, each Fund, TRP, and BNY Mellon desire to amend the Fund Accounting Agreement to reflect certain changes as set forth in this Amendment.
NOW, THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, intending to be legally bound, each Fund, TRP, and BNY Mellon hereby agree as follows:
1. DEFINITIONS
Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Fund Accounting Agreement.
2. AMENDED SCHEDULE I
The Fund Accounting Agreement is hereby amended by replacing Schedule I, in its entirety, with the amended Schedule I, attached hereto as Attachment A.
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3. AMENDED SCHEDULE IV
The Fund Accounting Agreement is hereby amended by replacing Schedule IV, in its entirety, with the amended Schedule IV, attached hereto as Attachment B.
4. SERVICE LEVEL DESCRIPTION
The Fund Accounting Agreement is hereby amended by deleting the Service Level Description attached thereto and replacing it in its entirety with the Service Level Description attached hereto.
5. EFFECT ON FUND ACCOUNTING AGREEMENT
In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.
6. GOVERNING LAW
The laws of the State of New York and the federal laws of the United States applicable therein shall govern, construe, and enforce all of the rights, duties, and obligations arising out of or related in any manner to, the subject matter of this Amendment, notwithstanding any conflict of laws principles.
7. COUNTERPARTS/FACSIMILE
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties.
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This Amendment may also be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.
IN WITNESS WHEREOF, each Fund, TRP, and BNY Mellon have executed or caused this Amendment to be executed as of the Amendment Effective Date by its duly authorized representative.
THE BANK OF NEW YORK MELLON |
By: /s/Donald Brophy |
Name: Donald Brophy |
Title: Vice President |
Date: |
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T. ROWE PRICE ASSOCIATES, INC. |
By: /s/Catherine D. Mathews |
Name: Catherine D. Mathews |
Title: Vice President |
Date: |
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On behalf of each Fund listed in Amended Exhibit A |
By: /s/Catherine D. Mathews |
Name: Catherine D. Mathews |
Title: Treasurer |
Date: |
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ATTACHMENT A
AMENDED SCHEDULE I
Schedule of Services
All services provided in this Schedule of Services are subject to the review and approval of the appropriate Fund officers, Fund counsel and accountants of each Fund, as may be applicable. The services included on this Schedule of Services may be provided by BNY Mellon or a BNY Mellon Affiliate, collectively referred to herein as “BNY Mellon”. Additionally, the services provided shall comply with generally accepted accounting principles, regulatory requirements and/or such TRP policies and Instructions as applicable.
VALUATION SUPPORT AND COMPUTATION ACCOUNTING SERVICES
BNY Mellon shall provide the following valuation support and computation accounting services for each Fund:
Journalize investment, capital share and income and expense activities;
Maintain individual ledgers for investment securities;
Maintain historical tax lots for each security;
Corporate action processing as more fully set forth in the SLDs;
Reconcile cash and investment balances of each Fund with the Fund’s custodian or other counterparties as applicable;
Provide a Fund’s investment adviser, as applicable, with the cash balance available for investment purposes at start-of-day and upon request, as agreed by the parties;
Calculate capital gains and losses;
Calculate daily distribution rate per share;
Determine net income;
Obtain security market quotes and currency exchange rates from pricing services approved by a Fund’s investment adviser, or if such quotes are unavailable, then obtain such prices from the Fund’s investment adviser, and in either case, calculate the market value of each Fund’s investments in accordance with the Fund's valuation policies or guidelines; provided, however, that BNY Mellon shall not under any circumstances be under a duty to independently price or value any of the Fund's investments, including securities lending related cash collateral investments (with the exception of the services provided hereunder to Funds utilized for such cash collateral investments), itself or to confirm or validate any information or valuation provided by the investment adviser or any other pricing source, nor shall BNY Mellon have any liability relating to inaccuracies or otherwise with respect to such information or valuations; notwithstanding the foregoing, BNY Mellon shall follow the established procedures and controls to identify exceptions, tolerance breaches, etc. and to research and resolve or escalate any pricing inaccuracies;
Application of the established automated price validation rules against prices received from third party vendors and review of exceptions as identified;
Calculate Net Asset Value in the manner specified in the Fund’s Offering Materials (which, for the service described herein, shall include the Fund’s Net Asset Value error policy);
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Calculate Accumulated Unit Values (“AUV”) for select funds as mutually agreed upon between the parties;
Transmit or make available a copy of the daily portfolio valuation to a Fund’s investment adviser;
Calculate yields, portfolio dollar-weighted average maturity and dollar-weighted average life as applicable; and
Calculate portfolio turnover rate for inclusion in the annual and semi-annual shareholder reports.
For money market funds, obtain security market quotes and calculate the market-value Net Asset Value in accordance with the Fund’s valuation policies and guidelines at such times and frequencies as required by regulation and/or instruction from TRP.
FINANCIAL REPORTING; MONEY MARKET FUND SERVICES
BNY Mellon shall provide the following financial reporting services for each Fund:
Financial Statement Preparation & Review
· Prepare the Fund’s annual and semi-annual shareholder reports4 for shareholder delivery and for inclusion in Form N-CSR;
· Prepare the Fund’s fiscal quarterly schedule of portfolio holdings4 for inclusion in Form N-Q;
· Prepare, circulate and maintain the Fund’s financial reporting production calendar and track status of reporting cycles;
and
· Prepare and coordinate the filing of the Fund’s monthly website files and Form N-MFP, as applicable to money market funds.
Reporting Modernization Services
· The services set forth in this Reporting Modernization Services section shall terminate on June 30, 2020 (for clarity, the report(s) required to be filed on June 30, 2020 will be filed in accordance with the terms of this Reporting Modernization Service section); provided that unless one party provides written notice to the other party that this Reporting Modernization Services section is not to be renewed, and such notice is received by the non-terminating party no later than 180 days before the June 30 on which this Reporting Modernization Services section is scheduled to terminate, this Reporting Modernization Services section shall automatically renew to the June 30 following the June 30 on which this Reporting Modernization Services section was scheduled to terminate (for clarity, the report(s) required to be filed on the June 30 on which this Reporting Modernization Services section is scheduled to terminate will be filed in accordance with the terms of this Reporting Modernization Services section); provided further that this Reporting Modernization Service section shall not extend beyond the termination date of the Agreement.
4 Requires “Typesetting Services” as described herein.
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· As selected by the Fund, BNY Mellon shall provide services following a full service operating model. This operating model requires BNY Mellon
· to include the actual filing of the reports as part of the services noted below.
· FORM N-PORT. BNY Mellon, subject to the limitations described herein and its timely receipt of all necessary information related thereto, will, or will cause a Vendor, as further described in the SLDs, to: (i) collect, aggregate and normalize all data required for the preparation of Form N-PORT; (ii) prepare, on a monthly basis, Form N-PORT; and (iii) timely file Form N-PORT with the United States Securities and Exchange Commission (“SEC”) in accordance with SEC form and filing requirements.
o The timely receipt of necessary information referred to above will be determined by mutual agreement of BNY Mellon and the Fund in advance of the preparation of the initial Form N-PORT pursuant to this Amendment. If BNY Mellon does not timely receive necessary information, it will nonetheless use reasonable efforts to timely complete and file the affected Form N-PORT by the regulatory due date once the necessary information is received, provided that BNY Mellon will have no liability with respect to a matter related to the fact that necessary information was not timely received.
o Unless mutually agreed in writing between BNY Mellon and the Fund, BNY Mellon will use the same layout and format for every successive reporting period for Form N-PORT except to the extent a change in the layout or format is required by Form N-PORT.
· FORM N-CEN. BNY Mellon, subject to the limitations described herein and its timely receipt of all necessary information related thereto, will, or will cause a Vendor, as further described in the SLDs, to: (i) collect, aggregate and normalize all data required for the preparation of Form N-CEN; (ii) prepare, on an annual basis, Form N-CEN; and (iii) timely file Form N-CEN with the SEC in accordance with SEC form and filing requirements.
o The timely receipt of necessary information referred to above will be determined by mutual agreement of BNY Mellon and the Fund in advance of the preparation of the initial Form N-CEN pursuant to this Amendment. If BNY Mellon does not timely receive necessary information, it will nonetheless use reasonable efforts to timely complete and file the affected Form
229
N-CEN by the regulatory due date once the necessary information is received, provided that BNY Mellon will have no liability with respect to a matter related to the fact that necessary information was not timely received.
o Unless mutually agreed in writing between BNY Mellon and the Fund, BNY Mellon will use the same source for obtaining the information and method for performing the required calculations for every successive reporting period for Form N-CEN except to the extent a change in the method for performing the calculations is required by Form N-CEN.
· Each Fund, in a timely manner, shall review and comment on, and, as the Fund deems necessary, cause its counsel and/or accountants to review and comment on, each report described herein. The Fund shall provide timely sign-off of, and authorization and direction to file, each such report. Absent such timely sign-off, authorization and direction by the Fund, BNY Mellon shall be excused from its obligations to file the affected report with the timeframe required by Form N-PORT or Form N-CEN, as the case may be. BNY Mellon is providing the services related to the filing of such reports based on the acknowledgement of the Fund that such services, together with the activities of the Fund in accordance with its internal policies, procedures and controls, shall together satisfy the requirements of the applicable rules and regulations for each such report.
Typesetting Services
· Create financial compositions for the applicable financial report and related EDGAR files;
· Maintain country codes, industry class codes, security class codes and state codes;
· Map individual general ledger accounts into master accounts to be displayed in the applicable financial reports;
· Create components that will specify the proper grouping and sorting for display of portfolio information;
· Create components that will specify the proper calculation and display of financial data required for each applicable financial report (except for identified manual entries, which BNY Mellon will enter);
· Process, convert and load security and general ledger data;
· Include data in financial reports provided from external parties to BNY Mellon which includes, but is not limited to: shareholder letters, “Management Discussion and Analysis” commentary, notes on performance, form of notes to financials, report of independent auditors, Fund management listing, service providers listing and Fund spectrums;
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· Generate financial reports using the Vendor’s capabilities which include the following:
o table of contents;
o schedules of investments;
o statement of net assets;
o statements of assets and liabilities;
o statements of operation;
o statements of changes;
o statements of cash flows;
o financial highlights;
o notes to financial statements;
o report of independent registered public accounting firm;
o tax information; and
o additional Fund information as mutually agreed in writing between BNY Mellon and a Fund.
· Unless mutually agreed in writing between BNY Mellon and a Fund, solely with respect to typesetting services, BNY Mellon will use the same layout and format for every successive reporting period for the typeset reports. At the request of a Fund and upon the mutual written agreement of BNY Mellon and the Fund as to the scope of any changes and additional compensation of BNY Mellon, BNY Mellon will, or will cause the Vendor to, change the format or layout of reports from time to time.
Money Market Fund Services
· For each Fund requiring an intraday “floating” Net Asset Value, BNY Mellon shall calculate Net Asset Value in the manner specified in the Fund’s Offering Materials at the following two (2) times during a day the Fund is open for subscription and redemption activity; (i) 12:00 PM EST; and (ii) 4:00 PM EST inclusive of the daily distribution factor per share. During the applicable period of the calendar year, daylight savings times will be substituted for the above times as appropriate. The parties acknowledge the calculation of the intraday “floating” Net Asset Values are subject to the Fund’s policies on as of transactions, NAV error correction, and such other policies that may impact the calculation of a Fund’s Net Asset Value.
· BNY Mellon shall provide the following information in a mutually agreed upon electronic format to support the website disclosure requirements of the Funds, subject to BNY Mellon’s timely receipt of all necessary information related thereto that is not maintained on the BNY Mellon systems. The Funds acknowledge that BNY Mellon is not responsible for the Funds’ website, for any servicing on the Funds’ website, or for uploading, downloading or maintaining any information on or required to be on the Funds’ website.
o Date.
o Fund identifier.
o Share class.
o Market NAV (rounded to four (4) decimal places).
o Daily liquid assets.
o Weekly liquid assets.
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o Shareholder inflows and outflows.
· Assist with the preparation and filing with the SEC of Form N-CR as requested by the Fund or Adviser.
· BNY Mellon shall, or shall cause the Vendor, to: (i) prepare, on a monthly basis, Form N-MFP, subject to BNY Mellon’s timely receipt of all necessary information related thereto that is not maintained on the BNY Mellon systems; and (ii) file Form N-MFP with the SEC, on a monthly basis; and
· Prepare and provide an electronic file of the portfolio holdings information required by Rule 2a-7(h)(10) to the Fund or, at the Fund’s written direction, to an identified third party (the deliverables for the above money market fund services collectively referred to as, the “Money Market Fund Services Reports”).
· Neither BNY Mellon nor the Vendor, in connection with a particular Money Market Fund Services Report, will prepare, provide or generate any reports, forms or files not specifically agreed to by BNY Mellon in advance.
· The applicable Fund acknowledges that it shall be responsible for the retention of any Money Market Fund Services Reports in accordance with Rule 2a-7 promulgated under the 1940 Act or any other applicable rule or regulation.
· Unless mutually agreed in writing between BNY Mellon and a Fund, solely with respect to typesetting of the Money Market Fund Services Reports, BNY Mellon will use the same layout and format for every successive reporting period for the Money Market Fund Services Reports. At the request of a Fund and upon the mutual written agreement of BNY Mellon and the Fund as to the scope of any changes and additional compensation of BNY Mellon, BNY Mellon will, or will cause the Vendor to, customize Money Market Fund Services Reports from time to time.
TAX SUPPORT SERVICES
BNY Mellon shall provide the following tax support services for each Fund:
Provide various data and reports as agreed upon in the SLDs to support TRP’s tax reporting and tax filing obligations, including:
· Wash sales reporting;
· QDI reporting;
· DRD reporting;
· PFIC analysis;
· Straddle analysis;
· Paydown adjustments;
· Equalization debit adjustments
· Tax compliance under §851, §817(h);
· Foreign bond sale analysis (§988);
· Troubled debt analysis;
· Estimation of income for excise tax purposes;
· Swap analysis;
· Inflation adjustments;
· §1256 adjustments;
· Market discount analysis;
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· OID adjustments;
· CPDI analysis;
· Shareholder tax reporting information (e.g. FTC, UGG income, foreign source income by country, exempt income by state);
Provide data, and reports based on such data, maintained by BNY Mellon on its fund accounting platform as reasonably requested by TRP to support TRP’s obligations to comply with requests from tax authorities and TRP’s tax reporting and tax filing obligations.
Assist with other tax-related data needs as mutually agreed upon in writing from time-to-time.
FUND ADMINISTRATION SERVICES
BNY Mellon shall provide the following fund administration services for each Fund, Series and class:
Calculate Fund approved income and per share amounts required for periodic distributions to be made by the applicable Fund, Series or class;
Coordinate a Fund’s annual audit and respond timely and completely to related requests;
Cooperate with each Fund’s independent auditors;
Supply various normal and customary portfolio and Fund statistical data as requested on an ongoing basis; and
If the chief executive officer or chief financial officer of a Fund is required to provide a certification as part of the Fund’s Form N-Q or Form N-CSR filing pursuant to regulations promulgated by the SEC under Section 302 of the Sarbanes-Oxley Act of 2002, provide a sub-certification in support of certain matters set forth in the aforementioned certification. Such sub-certification is to be in such form and relating to such matters as reasonably agreed to by BNY Mellon in advance. BNY Mellon shall be required to provide the sub-certification only during the term of this Agreement with respect to the applicable Fund or Series and only if it receives such cooperation as it may request to perform its investigations with respect to the sub-certification. For clarity, the sub-certification is not itself a certification under the Sarbanes-Oxley Act of 2002 or under any other law, rule or regulation.
REGULATORY ADMINISTRATION SERVICES
BNY Mellon shall provide the following regulatory administration services for each Fund and Series:
Assist the Fund in responding to SEC examination requests by providing requested documents in the possession of BNY Mellon that are on the SEC examination request list and by making employees responsible for providing services available to regulatory authorities having jurisdiction over the performance of such services as may be required or reasonably requested by such regulatory authorities;
233
Assist with and/or coordinate such other filings, notices and regulatory matters and other due diligence requests or requests for proposal on such terms and conditions as BNY Mellon and the applicable Fund on behalf of itself and its Series may mutually agree upon in writing from time to time; and
38a-1 Compliance Support Services:
· Provide compliance policies and procedures related to services provided by BNY Mellon and, if mutually agreed, certain of the BNY Mellon Affiliates; summary procedures thereof; and periodic certification letters.
· Such Compliance Support Services are administrative in nature and do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a Fund or any other person, and such services are subject to review and approval by the applicable Fund and by the Fund’s legal counsel.
· Provide access to Fund records so as to permit the Fund or TRP to test the performance of BNY Mellon in providing the services under this Agreement.
· Such Compliance Support Services performed by BNY Mellon under this Agreement shall be at the request and direction of the Fund and/or its chief compliance officer (the “Fund’s CCO”), as applicable. BNY Mellon disclaims liability to the Fund, and the Fund is solely responsible, for the selection, qualifications and performance of the Fund’s CCO and the adequacy and effectiveness of the Fund’s compliance program.
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AMENDMENT
NO. 16
TO
Fund Accounting Agreement
This Amendment No. 16 (this “Amendment”) is made and entered into effective as of October 1, 2018 (“Amendment Effective Date”) by and between each Fund listed on amended Exhibit A (each a “Fund” or collectively the “Funds”), attached hereto as attachment A, T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office located at 100 E. Pratt Street, Baltimore, Maryland 21202 (“TRP”) and THE BANK OF NEW YORK MELLON, a bank organized under the Laws of the State of New York, having its principal office located at 255 Liberty Street, New York, New York 10286 (“BNY Mellon”).
WHEREAS, each Fund, TRP, and BNY Mellon have entered into a Fund Accounting Agreement, dated as of August 1, 2015 (the “Fund Accounting Agreement”); and
WHEREAS, each Fund, TRP, and BNY Mellon desire to amend the Fund Accounting Agreement to reflect certain changes as set forth in this Amendment.
NOW, THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, intending to be legally bound, each Fund, TRP, and BNY Mellon hereby agree as follows:
1. DEFINITIONS
Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Fund Accounting Agreement.
2. AMENDED EXHIBIT A
The Fund Accounting Agreement is hereby amended by adding T. Rowe Price Dynamic Credit Fund as a Mutual Fund – series on behalf of T. Rowe Price
235
International Funds, Inc.; by changing the name of T. Rowe Price Media & Telecommunications Fund, Inc. to T. Rowe Price Communications & Technology Fund, Inc.; and by removing T. Rowe Price Institutional Credit Opportunities Fund and T. Rowe Price Institutional Global Multi-Sector Bond Fund on behalf of T. Rowe Price Institutional Income Funds, Inc.
3. EFFECT ON FUND ACCOUNTING AGREEMENT
In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.
4. GOVERNING LAW
The laws of the State of New York and the federal laws of the United States applicable therein shall govern, construe, and enforce all of the rights, duties, and obligations arising out of or related in any manner to, the subject matter of this Amendment, notwithstanding any conflict of laws principles.
5. COUNTERPARTS/FACSIMILE
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. This Amendment may also be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.
IN WITNESS WHEREOF, each Fund, TRP, and BNY Mellon have executed or caused this Amendment to be executed as of the Amendment Effective Date by its duly authorized representative.
236
THE BANK OF NEW YORK MELLON |
By: /s/Donald Brophy |
Name: Donald Brophy |
Title: Vice President |
Date: October 4, 2018 |
237
T. ROWE PRICE ASSOCIATES, INC. |
By: /s/David Oestreicher |
Name: David Oestreicher |
Title: Vice President |
Date: October 1, 2018 |
238
On behalf of each Fund listed in Amended Exhibit A |
By: /s/Darrell N. Braman |
Name: Darrell N. Braman |
Title: Vice President |
Date: October 1, 2018 |
239
ATTACHMENT A
Amended Exhibit A
Mutual Fund Entity Name | Reference ID | Entity Type | |
‘40 Act Registered Funds |
|
| |
T. Rowe Price Balanced Fund, Inc. | BAL | Mutual Fund - Parent | |
T. Rowe Price Blue Chip Growth Fund, Inc. | BCG | Mutual Fund - Parent | |
T. Rowe Price Capital Appreciation Fund, Inc. | CAF | Mutual Fund - Parent | |
T. Rowe Price Capital Appreciation & Income Fund, Inc. | CAN | Mutual Fund - Parent | |
T. Rowe Price Capital Opportunity Fund, Inc. | COF | Mutual Fund - Parent | |
T. Rowe Price Communications & Technology Fund, Inc. | MTF | Mutual Fund - Parent | |
T. Rowe Price Corporate Income Fund, Inc. | CIF | Mutual Fund - Parent | |
T. Rowe Price Credit Opportunities Fund, Inc. | CRO | Mutual Fund - Parent | |
T. Rowe Price Diversified Mid-Cap Growth Fund, Inc. | DMG | Mutual Fund - Parent | |
T. Rowe Price Dividend Growth Fund, Inc. | DGF | Mutual Fund - Parent | |
T. Rowe Price Equity Income Fund, Inc. | EIF | Mutual Fund - Parent | |
T. Rowe Price Equity Series, Inc. | EQS | Mutual Fund - Parent | |
T. Rowe Price Blue Chip Growth Portfolio | BCP | Mutual Fund - Series | |
T. Rowe Price Equity Income Portfolio | EIP | Mutual Fund - Series | |
T. Rowe Price Equity Index 500 Portfolio | EXP | Mutual Fund - Series | |
T. Rowe Price Health Sciences Portfolio | HSP | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Growth Portfolio | MGP | Mutual Fund - Series | |
T. Rowe Price New America Growth Portfolio | NAP | Mutual Fund - Series | |
T. Rowe Price Personal Strategy Balanced Portfolio | PSP | Mutual Fund - Series | |
T. Rowe Price Financial Services Fund, Inc. | FSF | Mutual Fund - Parent | |
T. Rowe Price Fixed Income Series, Inc. | FIS | Mutual Fund - Parent |
240
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Government Money Portfolio | PRP | Mutual Fund - Series | |
T. Rowe Price Limited-Term Bond Portfolio | LTP | Mutual Fund - Series | |
T. Rowe Price Floating Rate Fund, Inc. | FRI | Mutual Fund - Parent | |
T. Rowe Price Global Allocation Fund, Inc. | GAF | Mutual Fund - Parent | |
T. Rowe Price Global Multi-Sector Bond Fund, Inc. | SNF | Mutual Fund - Parent | |
T. Rowe Price Global Real Estate Fund, Inc. | GRE | Mutual Fund - Parent | |
T. Rowe Price Global Technology Fund, Inc. | GTF | Mutual Fund - Parent | |
T. Rowe Price GNMA Fund, Inc. | GMA | Mutual Fund - Parent | |
T. Rowe Price Government Money Fund, Inc. | PRF | Mutual Fund - Parent | |
T. Rowe Price Growth & Income Fund, Inc. | GIF | Mutual Fund - Parent | |
T. Rowe Price Growth Stock Fund, Inc. | GSF | Mutual Fund - Parent | |
T. Rowe Price Health Sciences Fund, Inc. | HSF | Mutual Fund - Parent | |
T. Rowe Price High Yield Fund, Inc. | HYF | Mutual Fund - Parent | |
T. Rowe Price U.S. High Yield Fund | UHY | Mutual Fund - Series | |
T. Rowe Price Index Trust, Inc. | INDX | Mutual Fund - Parent | |
T. Rowe Price Equity Index 500 Fund | EXF | Mutual Fund - Series | |
T. Rowe Price Extended Equity Market Index Fund | XMX | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Index Fund | MCX | Mutual Fund - Series | |
T. Rowe Price Small-Cap Index Fund | SCX | Mutual Fund - Series | |
T. Rowe Price Total Equity Market Index Fund | TMX | Mutual Fund - Series | |
T. Rowe Price Inflation Protected Bond Fund, Inc. | IPB | Mutual Fund - Parent | |
T. Rowe Price Institutional Equity Funds, Inc. | IEF | Mutual Fund - Parent | |
T. Rowe Price Institutional Large-Cap Core Growth Fund | LCC | Mutual Fund - Series | |
T. Rowe Price Institutional Large-Cap Growth Fund | LCG | Mutual Fund - Series | |
T. Rowe Price Institutional Large-Cap Value Fund | LCV | Mutual Fund - Series |
241
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Institutional Mid-Cap Equity Growth Fund | MCE | Mutual Fund - Series | |
T. Rowe Price Institutional Small-Cap Stock Fund | SCI | Mutual Fund - Series | |
T. Rowe Price Institutional U.S. Structured Research Fund | IRF | Mutual Fund - Series | |
T. Rowe Price Institutional Income Funds, Inc. | IINCF | Mutual Fund - Parent | |
T. Rowe Price Institutional Cash Reserves Fund | ICM | Mutual Fund - Series | |
T. Rowe Price Institutional Core Plus Fund | ICP | Mutual Fund - Series | |
T. Rowe Price Institutional Floating Rate Fund | IFR | Mutual Fund - Series | |
T. Rowe Price Institutional High Yield Fund | HYI | Mutual Fund - Series | |
T. Rowe Price Institutional Long Duration Credit Fund | LDC | Mutual Fund - Series | |
T. Rowe Price Institutional International Funds, Inc. | IIF | Mutual Fund - Parent | |
T. Rowe Price Institutional Africa & Middle East Fund | IAM | Mutual Fund - Series | |
T. Rowe Price Institutional Emerging Markets Bond Fund | IEB | Mutual Fund - Series | |
T. Rowe Price Institutional Emerging Markets Equity Fund | IEM | Mutual Fund - Series | |
T. Rowe Price Institutional Frontier Markets Equity Fund | IFM | Mutual Fund - Series | |
T. Rowe Price Institutional Global Focused Growth Equity Fund | IGE | Mutual Fund - Series | |
T. Rowe Price Institutional Global Growth Equity Fund | IGL | Mutual Fund - Series | |
T. Rowe Price Institutional Global Value Equity Fund | IGV | Mutual Fund - Series | |
T. Rowe Price Institutional International Bond Fund | IIB | Mutual Fund - Series | |
T. Rowe Price Institutional International Concentrated Equity Fund | ICE | Mutual Fund - Series | |
T. Rowe Price Institutional International Core Equity Fund | IIC | Mutual Fund - Series | |
T. Rowe Price Institutional International Growth Equity Fund | FEF | Mutual Fund - Series | |
T. Rowe Price Intermediate Tax-Free High Yield Fund, Inc. | ITF | Mutual Fund - Parent | |
T. Rowe Price International Funds, Inc. | PIF | Mutual Fund - Parent | |
T. Rowe Price Africa & Middle East Fund | AME | Mutual Fund - Series | |
T. Rowe Price Asia Opportunities Fund | AOF | Mutual Fund - Series |
242
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Dynamic Credit Fund | DCF | Mutual Fund - Series | |
T. Rowe Price Dynamic Global Bond Fund | GUN | Mutual Fund - Series | |
T. Rowe Price Emerging Europe Fund | EEM | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Bond Fund | EMB | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Corporate Bond Fund | EMC | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Currency Bond Fund | EML | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Stock Fund | EMS | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Value Stock Fund | EMV | Mutual Fund - Series | |
T. Rowe Price European Stock Fund | ESF | Mutual Fund - Series | |
T. Rowe Price Global Consumer Fund | GCF | Mutual Fund - Series | |
T. Rowe Price Global Growth Stock Fund | GLE | Mutual Fund - Series | |
T. Rowe Price Global High Income Bond Fund | GHI | Mutual Fund - Series | |
T. Rowe Price Global Industrials Fund | IND | Mutual Fund - Series | |
T. Rowe Price Global Stock Fund | GLS | Mutual Fund - Series | |
T. Rowe Price International Bond Fund | IBF | Mutual Fund - Series | |
T. Rowe Price International Bond Fund (USD Hedged) | IBH | Mutual Fund - Series | |
T. Rowe Price International Concentrated Equity Fund | ICN | Mutual Fund - Series | |
T. Rowe Price International Discovery Fund | IDF | Mutual Fund - Series | |
T. Rowe Price International Stock Fund | ISF | Mutual Fund - Series | |
T. Rowe Price International Value Equity Fund | IGI | Mutual Fund - Series | |
T. Rowe Price Japan Fund | JAF | Mutual Fund - Series | |
T. Rowe Price Latin America Fund | LAM | Mutual Fund - Series | |
T. Rowe Price New Asia Fund | NAS | Mutual Fund - Series | |
T. Rowe Price Overseas Stock Fund | OSF | Mutual Fund - Series | |
T. Rowe Price International Index Fund, Inc. | IIXF | Mutual Fund - Parent |
243
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price International Equity Index Fund | IXF | Mutual Fund - Series | |
T. Rowe Price International Series, Inc. | INS | Mutual Fund - Parent | |
T. Rowe Price International Stock Portfolio | ISP | Mutual Fund - Series | |
T. Rowe Price Limited Duration Inflation Focused Bond Fund, Inc. | STI | Mutual Fund - Parent | |
T. Rowe Price Mid-Cap Growth Fund, Inc. | MCG | Mutual Fund - Parent | |
T. Rowe Price Mid-Cap Value Fund, Inc. | MCV | Mutual Fund - Parent | |
T. Rowe Price Multi-Sector Account Portfolios, Inc. | MAPS | Mutual Fund - Parent | |
T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio | EBS | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio | ELS | Mutual Fund - Series | |
T. Rowe Price Floating Rate Multi-Sector Account Portfolio | FRS | Mutual Fund - Series | |
T. Rowe Price High Yield Multi-Sector Account Portfolio | HYS | Mutual Fund - Series | |
T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio | IGS | Mutual Fund - Series | |
T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio | MBS | Mutual Fund - Series | |
T. Rowe Price Multi-Strategy Total Return Fund, Inc. | MSR | Mutual Fund - Parent | |
T. Rowe Price New America Growth Fund, Inc. | NAG | Mutual Fund - Parent | |
T. Rowe Price New Era Fund, Inc. | NEF | Mutual Fund - Parent | |
T. Rowe Price New Horizons Fund, Inc. | NHF | Mutual Fund - Parent | |
T. Rowe Price New Income Fund, Inc. | NIF | Mutual Fund - Parent | |
T. Rowe Price Personal Strategy Funds, Inc. | PER | Mutual Fund - Parent | |
T. Rowe Price Personal Strategy Balanced Fund | PSB | Mutual Fund - Series | |
T. Rowe Price Personal Strategy Growth Fund | PSG | Mutual Fund - Series | |
T. Rowe Price Personal Strategy Income Fund | PSI | Mutual Fund - Series | |
T. Rowe Price Quantitative Management Funds, Inc. | QUANT | Mutual Fund - Parent |
244
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price QM Global Equity Fund | QGE | Mutual Fund - Series | |
T. Rowe Price QM U.S. Small-Cap Growth Equity Fund | DSG | Mutual Fund - Series | |
T. Rowe Price QM U.S. Small & Mid-Cap Core Equity Fund | QSM | Mutual Fund - Series | |
T. Rowe Price QM U.S. Value Equity Fund | QMV | Mutual Fund - Series | |
T. Rowe Price Real Assets Fund, Inc. | RAF | Mutual Fund - Parent | |
T. Rowe Price Real Estate Fund, Inc. | REF | Mutual Fund - Parent | |
T. Rowe Price Reserve Investment Funds, Inc. | RESFDS | Mutual Fund - Parent | |
T. Rowe Price Government Reserve Fund | RES | Mutual Fund - Series | |
T. Rowe Price Short-Term Government Fund | GRI | Mutual Fund - Series | |
T. Rowe Price Short-Term Fund | REI | Mutual Fund - Series | |
T. Rowe Price Treasury Reserve Fund | GRS | Mutual Fund - Series | |
T. Rowe Price Science & Technology Fund, Inc. | STF | Mutual Fund - Parent | |
T. Rowe Price Short-Term Bond Fund, Inc. | STB | Mutual Fund - Parent | |
T. Rowe Price Ultra Short-Term Bond Fund | SBF | Mutual Fund - Series | |
T. Rowe Price Small-Cap Stock Fund, Inc. | SCS | Mutual Fund - Parent | |
T. Rowe Price Small-Cap Value Fund, Inc. | SCV | Mutual Fund - Parent | |
T. Rowe Price State Tax-Free Funds, Inc. | STT | Mutual Fund - Parent | |
T. Rowe Price California Tax-Free Bond Fund | CAB | Mutual Fund - Series | |
T. Rowe Price California Tax-Free Money Fund | CAM | Mutual Fund - Series | |
T. Rowe Price Georgia Tax-Free Bond Fund | GAB | Mutual Fund - Series | |
T. Rowe Price Maryland Short-Term Tax-Free Bond Fund | MDS | Mutual Fund - Series | |
T. Rowe Price Maryland Tax-Free Bond Fund | MDB | Mutual Fund - Series | |
T. Rowe Price Maryland Tax-Free Money Fund | MDM | Mutual Fund - Series | |
T. Rowe Price New Jersey Tax-Free Bond Fund | NJB | Mutual Fund - Series | |
T. Rowe Price New York Tax-Free Bond Fund | NYB | Mutual Fund - Series |
245
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price New York Tax-Free Money Fund | NYM | Mutual Fund - Series | |
T. Rowe Price Virginia Tax-Free Bond Fund | VAB | Mutual Fund - Series | |
T. Rowe Price Summit Funds, Inc. | SIF | Mutual Fund - Parent | |
T. Rowe Price Cash Reserves Fund | SCR | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Funds, Inc. | SMF | Mutual Fund - Parent | |
T. Rowe Price Summit Municipal Income Fund | SMI | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Intermediate Fund | SMT | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Money Market Fund | SMM | Mutual Fund - Series | |
T. Rowe Price Tax-Efficient Funds, Inc. | TEF | Mutual Fund - Parent | |
T. Rowe Price Tax-Efficient Equity Fund | TMC | Mutual Fund - Series | |
T. Rowe Price Tax-Exempt Money Fund, Inc. | TEM | Mutual Fund - Parent | |
T. Rowe Price Tax-Free High Yield Fund, Inc. | TFH | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Income Fund, Inc. | TFI | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Short-Intermediate Fund, Inc. | TFS | Mutual Fund - Parent | |
T. Rowe Price Total Return Fund, Inc. | TTF | Mutual Fund - Parent | |
T. Rowe Price U.S. Bond Enhanced Index Fund, Inc. | UBX | Mutual Fund | |
T. Rowe Price U.S. Large-Cap Core Fund, Inc. | LCF | Mutual Fund - Parent | |
T. Rowe Price U.S. Treasury Funds, Inc. | USTF | Mutual Fund - Parent | |
U.S. Treasury Intermediate Fund | USI | Mutual Fund - Series | |
U.S. Treasury Long-Term Fund | USL | Mutual Fund - Series | |
U.S. Treasury Money Fund | UST | Mutual Fund - Series | |
T. Rowe Price Value Fund, Inc. | VAL | Mutual Fund - Parent | |
'40 Act Registered Fund of Funds |
246
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Retirement Funds, Inc. | RDF | Mutual Fund - Parent | |
T. Rowe Price Retirement 2005 Fund | RPJ | Mutual Fund - Series | |
T. Rowe Price Retirement 2010 Fund | RPA | Mutual Fund - Series | |
T. Rowe Price Retirement 2015 Fund | RPG | Mutual Fund - Series | |
T. Rowe Price Retirement 2020 Fund | RPB | Mutual Fund - Series | |
T. Rowe Price Retirement 2025 Fund | RPH | Mutual Fund - Series | |
T. Rowe Price Retirement 2030 Fund | RPC | Mutual Fund - Series | |
T. Rowe Price Retirement 2035 Fund | RPI | Mutual Fund - Series | |
T. Rowe Price Retirement 2040 Fund | RPD | Mutual Fund - Series | |
T. Rowe Price Retirement 2045 Fund | RPK | Mutual Fund - Series | |
T. Rowe Price Retirement 2050 Fund | RPL | Mutual Fund - Series | |
T. Rowe Price Retirement 2055 Fund | RPM | Mutual Fund - Series | |
T. Rowe Price Retirement 2060 Fund | RPN | Mutual Fund - Series | |
T. Rowe Price Retirement Balanced Fund | RPE | Mutual Fund - Series | |
T. Rowe Price Retirement Income 2020 Fund | RIB | Mutual Fund - Series | |
T. Rowe Price Retirement I 2005 Fund—I Class | RBI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2010 Fund—I Class | RCI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2015 Fund—I Class | RDI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2020 Fund—I Class | RFI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2025 Fund—I Class | RGI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2030 Fund—I Class | RHI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2035 Fund—I Class | RII | Mutual Fund - Series | |
T. Rowe Price Retirement I 2040 Fund—I Class | RJI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2045 Fund—I Class | RKI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2050 Fund—I Class | RMI | Mutual Fund - Series |
247
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Retirement I 2055 Fund—I Class | RNI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2060 Fund—I Class | ROI | Mutual Fund - Series | |
T. Rowe Price Retirement Balanced I Fund—I Class | RQI | Mutual Fund - Series | |
T. Rowe Price Target 2005 Fund | TRA | Mutual Fund - Series | |
T. Rowe Price Target 2010 Fund | TRB | Mutual Fund - Series | |
T. Rowe Price Target 2015 Fund | TRC | Mutual Fund - Series | |
T. Rowe Price Target 2020 Fund | TRD | Mutual Fund - Series | |
T. Rowe Price Target 2025 Fund | TRE | Mutual Fund - Series | |
T. Rowe Price Target 2030 Fund | TRG | Mutual Fund - Series | |
T. Rowe Price Target 2035 Fund | TRH | Mutual Fund - Series | |
T. Rowe Price Target 2040 Fund | TRJ | Mutual Fund - Series | |
T. Rowe Price Target 2045 Fund | TRL | Mutual Fund - Series | |
T. Rowe Price Target 2050 Fund | TRM | Mutual Fund - Series | |
T. Rowe Price Target 2055 Fund | TRN | Mutual Fund - Series | |
T. Rowe Price Target 2060 Fund | TRO | Mutual Fund - Series | |
T. Rowe Price Spectrum Fund, Inc. | SPC | Mutual Fund - Parent | |
Spectrum Growth Fund | SPG | Mutual Fund - Series | |
Spectrum Income Fund | SPI | Mutual Fund - Series | |
Spectrum International Fund | SPF | Mutual Fund - Series |
248
AMENDMENT
NO. 17
TO
Fund Accounting Agreement
This Amendment No. 17 (this “Amendment”) dated November 27, 2018 by and between each Fund listed on Exhibit A (each a “Fund” or collectively the “Funds”) to the Fund Accounting Agreement (as defined below), T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office located at 100 E. Pratt Street, Baltimore, Maryland 21202 (“TRP”) and THE BANK OF NEW YORK MELLON, a bank organized under the Laws of the State of New York, having its principal office located at 255 Liberty Street, New York, New York 10286 (“BNY Mellon”).
WHEREAS, each Fund, TRP, and BNY Mellon have entered into a Fund Accounting Agreement, dated as of August 1, 2015 (the “Fund Accounting Agreement”); and
WHEREAS, each Fund, TRP, and BNY Mellon desire to amend the Fund Accounting Agreement to reflect certain changes as set forth in this Amendment.
NOW, THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, intending to be legally bound, each Fund, TRP, and BNY Mellon hereby agree as follows:
1. DEFINITIONS
Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Fund Accounting Agreement.
2. AMENDED SCHEDULE IV
The Fund Accounting Agreement is hereby amended by replacing Schedule IV, in its entirety, with the amended Schedule IV, attached hereto as Attachment A.
249
3. EFFECT ON FUND ACCOUNTING AGREEMENT
In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.
4. GOVERNING LAW
The laws of the State of New York and the federal laws of the United States applicable therein shall govern, construe, and enforce all of the rights, duties, and obligations arising out of or related in any manner to, the subject matter of this Amendment, notwithstanding any conflict of laws principles.
5. COUNTERPARTS/FACSIMILE
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. This Amendment may also be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.
[Signature page follows.]
250
IN WITNESS WHEREOF, each Fund, TRP, and BNY Mellon have executed
or caused this Amendment to be executed as of the date and year first above written by its duly authorized
representative.
THE BANK OF NEW YORK MELLON |
By: /s/Armando Fernandez |
Name: Armando Fernandez |
Title: Vice President |
Date: November 30, 2018 |
T. ROWE PRICE ASSOCIATES, INC. |
By: /s/David Oestreicher |
Name: David Oestreicher |
Title: Vice President |
Date: |
On behalf of each Fund listed in Amended Exhibit A |
By: /s/Darrell N. Braman |
Name: Darrell N. Braman |
Title: Vice President |
Date: |
251
AMENDMENT
NO. 18
TO
Fund Accounting Agreement
This Amendment No. 18 (this “Amendment”) is made and entered into effective as of August 26, 2019 by and between each Fund listed on amended Exhibit A (each a “Fund” or collectively the “Funds”), attached hereto as attachment A, T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office located at 100 E. Pratt Street, Baltimore, Maryland 21202 (“TRP”) and THE BANK OF NEW YORK MELLON, a bank organized under the Laws of the State of New York, having its principal office located at 240 Greenwich Street, New York, New York 10286 (“BNY Mellon”).
WHEREAS, each Fund, TRP, and BNY Mellon have entered into a Fund Accounting Agreement, dated as of August 1, 2015 (the “Fund Accounting Agreement”); and
WHEREAS, each Fund, TRP, and BNY Mellon desire to amend the Fund Accounting Agreement to reflect certain changes as set forth in this Amendment.
NOW, THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, intending to be legally bound, each Fund, TRP, and BNY Mellon hereby agree as follows:
1. DEFINITIONS
Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Fund Accounting Agreement.
2. AMENDED EXHIBIT A
Exhibit A to the Fund Accounting Agreement is hereby amended by removing T. Rowe Price Capital Appreciation & Income Fund, Inc.; by changing the name of T. Rowe Price Capital Opportunity Fund, Inc. to T. Rowe Price U.S. Equity Research Fund, Inc.; by changing the name
252
of T. Rowe Price Personal Strategy Balanced Portfolio, on behalf of T. Rowe Price Equity Series, Inc., to T. Rowe Price Moderate Allocation Portfolio; by removing T. Rowe Price Institutional International Bond Fund on behalf of T. Rowe Price Institutional International Funds, Inc.; by changing the name of T. Rowe Price Institutional International Concentrated Equity Fund, on behalf of T. Rowe Price Institutional International Funds, Inc., to T. Rowe Price Institutional International Disciplined Equity Fund; by adding T. Rowe Price China Evolution Equity Fund as a Mutual Fund − Series on behalf of T. Rowe Price International Funds, Inc.; by changing the name of T. Rowe Price Emerging Markets Value Stock Fund, on behalf of T. Rowe Price International Funds, Inc., to T. Rowe Price Emerging Markets Discovery Fund; and by changing the name of T. Rowe Price International Concentrated Equity Fund, on behalf of T. Rowe Price International Funds, Inc., to T. Rowe Price International Disciplined Equity Fund.
3. EFFECT ON FUND ACCOUNTING AGREEMENT
In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.
4. GOVERNING LAW
The laws of the State of New York and the federal laws of the United States applicable therein shall govern, construe, and enforce all of the rights, duties, and obligations arising out of or related in any manner to, the subject matter of this Amendment, notwithstanding any conflict of laws principles.
253
5. COUNTERPARTS/FACSIMILE
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. This Amendment may also be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.
[Signature page follows.]
254
IN WITNESS WHEREOF, each Fund, TRP, and BNY Mellon have executed
or caused this Amendment to be executed as of the date and year first above written by its duly authorized
representative.
THE BANK OF NEW YORK MELLON |
By: /s/Armando Fernandez |
Name: Armando Fernandez |
Title: Vice President |
Date: |
T. ROWE PRICE ASSOCIATES, INC. |
By: /s/David Oestreicher |
Name: David Oestreicher |
Title: Vice President |
Date: August 26, 2019 |
On behalf of each Fund listed in Amended Exhibit A |
By: /s/Darrell N. Braman |
Name: Darrell N. Braman |
Title: Vice President |
Date: August 26, 2019 |
255
ATTACHMENT A
Amended Exhibit A
Mutual Fund Entity Name | Reference ID | Entity Type | |
‘40 Act Registered Funds |
|
| |
T. Rowe Price Balanced Fund, Inc. | BAL | Mutual Fund - Parent | |
T. Rowe Price Blue Chip Growth Fund, Inc. | BCG | Mutual Fund - Parent | |
T. Rowe Price Capital Appreciation Fund, Inc. | CAF | Mutual Fund - Parent | |
T. Rowe Price Communications & Technology Fund, Inc. | MTF | Mutual Fund - Parent | |
T. Rowe Price Corporate Income Fund, Inc. | CIF | Mutual Fund - Parent | |
T. Rowe Price Credit Opportunities Fund, Inc. | CRO | Mutual Fund - Parent | |
T. Rowe Price Diversified Mid-Cap Growth Fund, Inc. | DMG | Mutual Fund - Parent | |
T. Rowe Price Dividend Growth Fund, Inc. | DGF | Mutual Fund - Parent | |
T. Rowe Price Equity Income Fund, Inc. | EIF | Mutual Fund - Parent | |
T. Rowe Price Equity Series, Inc. | EQS | Mutual Fund - Parent | |
T. Rowe Price Blue Chip Growth Portfolio | BCP | Mutual Fund - Series | |
T. Rowe Price Equity Income Portfolio | EIP | Mutual Fund - Series | |
T. Rowe Price Equity Index 500 Portfolio | EXP | Mutual Fund - Series | |
T. Rowe Price Health Sciences Portfolio | HSP | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Growth Portfolio | MGP | Mutual Fund - Series | |
T. Rowe Price Moderate Allocation Portfolio | PSP | Mutual Fund - Series | |
T. Rowe Price New America Growth Portfolio | NAP | Mutual Fund - Series | |
T. Rowe Price Financial Services Fund, Inc. | FSF | Mutual Fund - Parent | |
T. Rowe Price Fixed Income Series, Inc. | FIS | Mutual Fund - Parent | |
T. Rowe Price Government Money Portfolio | PRP | Mutual Fund - Series | |
T. Rowe Price Limited-Term Bond Portfolio | LTP | Mutual Fund - Series |
256
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Floating Rate Fund, Inc. | FRI | Mutual Fund - Parent | |
T. Rowe Price Global Allocation Fund, Inc. | GAF | Mutual Fund - Parent | |
T. Rowe Price Global Multi-Sector Bond Fund, Inc. | SNF | Mutual Fund - Parent | |
T. Rowe Price Global Real Estate Fund, Inc. | GRE | Mutual Fund - Parent | |
T. Rowe Price Global Technology Fund, Inc. | GTF | Mutual Fund - Parent | |
T. Rowe Price GNMA Fund, Inc. | GMA | Mutual Fund - Parent | |
T. Rowe Price Government Money Fund, Inc. | PRF | Mutual Fund - Parent | |
T. Rowe Price Growth & Income Fund, Inc. | GIF | Mutual Fund - Parent | |
T. Rowe Price Growth Stock Fund, Inc. | GSF | Mutual Fund - Parent | |
T. Rowe Price Health Sciences Fund, Inc. | HSF | Mutual Fund - Parent | |
T. Rowe Price High Yield Fund, Inc. | HYF | Mutual Fund - Parent | |
T. Rowe Price U.S. High Yield Fund | UHY | Mutual Fund - Series | |
T. Rowe Price Index Trust, Inc. | INDX | Mutual Fund - Parent | |
T. Rowe Price Equity Index 500 Fund | EXF | Mutual Fund - Series | |
T. Rowe Price Extended Equity Market Index Fund | XMX | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Index Fund | MCX | Mutual Fund - Series | |
T. Rowe Price Small-Cap Index Fund | SCX | Mutual Fund - Series | |
T. Rowe Price Total Equity Market Index Fund | TMX | Mutual Fund - Series | |
T. Rowe Price Inflation Protected Bond Fund, Inc. | IPB | Mutual Fund - Parent | |
T. Rowe Price Institutional Equity Funds, Inc. | IEF | Mutual Fund - Parent | |
T. Rowe Price Institutional Large-Cap Core Growth Fund | LCC | Mutual Fund - Series | |
T. Rowe Price Institutional Large-Cap Growth Fund | LCG | Mutual Fund - Series | |
T. Rowe Price Institutional Large-Cap Value Fund | LCV | Mutual Fund - Series | |
T. Rowe Price Institutional Mid-Cap Equity Growth Fund | MCE | Mutual Fund - Series | |
T. Rowe Price Institutional Small-Cap Stock Fund | SCI | Mutual Fund - Series |
257
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Institutional U.S. Structured Research Fund | IRF | Mutual Fund - Series | |
T. Rowe Price Institutional Income Funds, Inc. | IINCF | Mutual Fund - Parent | |
T. Rowe Price Institutional Cash Reserves Fund | ICM | Mutual Fund - Series | |
T. Rowe Price Institutional Core Plus Fund | ICP | Mutual Fund - Series | |
T. Rowe Price Institutional Floating Rate Fund | IFR | Mutual Fund - Series | |
T. Rowe Price Institutional High Yield Fund | HYI | Mutual Fund - Series | |
T. Rowe Price Institutional Long Duration Credit Fund | LDC | Mutual Fund - Series | |
T. Rowe Price Institutional International Funds, Inc. | IIF | Mutual Fund - Parent | |
T. Rowe Price Institutional Africa & Middle East Fund | IAM | Mutual Fund - Series | |
T. Rowe Price Institutional Emerging Markets Bond Fund | IEB | Mutual Fund - Series | |
T. Rowe Price Institutional Emerging Markets Equity Fund | IEM | Mutual Fund - Series | |
T. Rowe Price Institutional Frontier Markets Equity Fund | IFM | Mutual Fund - Series | |
T. Rowe Price Institutional Global Focused Growth Equity Fund | IGE | Mutual Fund - Series | |
T. Rowe Price Institutional Global Growth Equity Fund | IGL | Mutual Fund - Series | |
T. Rowe Price Institutional Global Value Equity Fund | IGV | Mutual Fund - Series | |
T. Rowe Price Institutional International Core Equity Fund | IIC | Mutual Fund - Series | |
T. Rowe Price Institutional International Disciplined Equity Fund | ICE | Mutual Fund - Series | |
T. Rowe Price Institutional International Growth Equity Fund | FEF | Mutual Fund - Series | |
T. Rowe Price Intermediate Tax-Free High Yield Fund, Inc. | ITF | Mutual Fund - Parent | |
T. Rowe Price International Funds, Inc. | PIF | Mutual Fund - Parent | |
T. Rowe Price Africa & Middle East Fund | AME | Mutual Fund - Series | |
T. Rowe Price Asia Opportunities Fund | AOF | Mutual Fund - Series | |
T. Rowe Price China Evolution Equity Fund | CEE | Mutual Fund - Series | |
T. Rowe Price Dynamic Credit Fund | DCF | Mutual Fund - Series | |
T. Rowe Price Dynamic Global Bond Fund | GUN | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Emerging Europe Fund | EEM | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Bond Fund | EMB | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Corporate Bond Fund | EMC | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Discovery Stock Fund | EMV | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Currency Bond Fund | EML | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Stock Fund | EMS | Mutual Fund - Series | |
T. Rowe Price European Stock Fund | ESF | Mutual Fund - Series | |
T. Rowe Price Global Consumer Fund | GCF | Mutual Fund - Series | |
T. Rowe Price Global Growth Stock Fund | GLE | Mutual Fund - Series | |
T. Rowe Price Global High Income Bond Fund | GHI | Mutual Fund - Series | |
T. Rowe Price Global Industrials Fund | IND | Mutual Fund - Series | |
T. Rowe Price Global Stock Fund | GLS | Mutual Fund - Series | |
T. Rowe Price International Bond Fund | IBF | Mutual Fund - Series | |
T. Rowe Price International Bond Fund (USD Hedged) | IBH | Mutual Fund - Series | |
T. Rowe Price International Disciplined Equity Fund | ICN | Mutual Fund - Series | |
T. Rowe Price International Discovery Fund | IDF | Mutual Fund - Series | |
T. Rowe Price International Stock Fund | ISF | Mutual Fund - Series | |
T. Rowe Price International Value Equity Fund | IGI | Mutual Fund - Series | |
T. Rowe Price Japan Fund | JAF | Mutual Fund - Series | |
T. Rowe Price Latin America Fund | LAM | Mutual Fund - Series | |
T. Rowe Price New Asia Fund | NAS | Mutual Fund - Series | |
T. Rowe Price Overseas Stock Fund | OSF | Mutual Fund - Series | |
T. Rowe Price International Index Fund, Inc. | IIXF | Mutual Fund - Parent | |
T. Rowe Price International Equity Index Fund | IXF | Mutual Fund - Series | |
T. Rowe Price International Series, Inc. | INS | Mutual Fund - Parent |
259
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price International Stock Portfolio | ISP | Mutual Fund - Series | |
T. Rowe Price Limited Duration Inflation Focused Bond Fund, Inc. | STI | Mutual Fund - Parent | |
T. Rowe Price Mid-Cap Growth Fund, Inc. | MCG | Mutual Fund - Parent | |
T. Rowe Price Mid-Cap Value Fund, Inc. | MCV | Mutual Fund - Parent | |
T. Rowe Price Multi-Sector Account Portfolios, Inc. | MAPS | Mutual Fund - Parent | |
T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio | EBS | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio | ELS | Mutual Fund - Series | |
T. Rowe Price Floating Rate Multi-Sector Account Portfolio | FRS | Mutual Fund - Series | |
T. Rowe Price High Yield Multi-Sector Account Portfolio | HYS | Mutual Fund - Series | |
T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio | IGS | Mutual Fund - Series | |
T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio | MBS | Mutual Fund - Series | |
T. Rowe Price Multi-Strategy Total Return Fund, Inc. | MSR | Mutual Fund - Parent | |
T. Rowe Price New America Growth Fund, Inc. | NAG | Mutual Fund - Parent | |
T. Rowe Price New Era Fund, Inc. | NEF | Mutual Fund - Parent | |
T. Rowe Price New Horizons Fund, Inc. | NHF | Mutual Fund - Parent | |
T. Rowe Price New Income Fund, Inc. | NIF | Mutual Fund - Parent | |
T. Rowe Price Personal Strategy Funds, Inc. | PER | Mutual Fund - Parent | |
T. Rowe Price Personal Strategy Balanced Fund | PSB | Mutual Fund - Series | |
T. Rowe Price Personal Strategy Growth Fund | PSG | Mutual Fund - Series | |
T. Rowe Price Personal Strategy Income Fund | PSI | Mutual Fund - Series | |
T. Rowe Price Quantitative Management Funds, Inc. |
| Mutual Fund - Parent | |
T. Rowe Price QM Global Equity Fund | QGE | Mutual Fund - Series | |
T. Rowe Price QM U.S. Small-Cap Growth Equity Fund | DSG | Mutual Fund - Series |
260
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price QM U.S. Small & Mid-Cap Core Equity Fund | QSM | Mutual Fund - Series | |
T. Rowe Price QM U.S. Value Equity Fund | QMV | Mutual Fund - Series | |
T. Rowe Price Real Assets Fund, Inc. | RAF | Mutual Fund - Parent | |
T. Rowe Price Real Estate Fund, Inc. | REF | Mutual Fund - Parent | |
T. Rowe Price Reserve Investment Funds, Inc. | RESFDS | Mutual Fund - Parent | |
T. Rowe Price Government Reserve Fund | RES | Mutual Fund - Series | |
T. Rowe Price Short-Term Government Fund | GRI | Mutual Fund - Series | |
T. Rowe Price Short-Term Fund | REI | Mutual Fund - Series | |
T. Rowe Price Treasury Reserve Fund | GRS | Mutual Fund - Series | |
T. Rowe Price Science & Technology Fund, Inc. | STF | Mutual Fund - Parent | |
T. Rowe Price Short-Term Bond Fund, Inc. | STB | Mutual Fund - Parent | |
T. Rowe Price Ultra Short-Term Bond Fund | SBF | Mutual Fund - Series | |
T. Rowe Price Small-Cap Stock Fund, Inc. | SCS | Mutual Fund - Parent | |
T. Rowe Price Small-Cap Value Fund, Inc. | SCV | Mutual Fund - Parent | |
T. Rowe Price State Tax-Free Funds, Inc. | STT | Mutual Fund - Parent | |
T. Rowe Price California Tax-Free Bond Fund | CAB | Mutual Fund - Series | |
T. Rowe Price California Tax-Free Money Fund | CAM | Mutual Fund - Series | |
T. Rowe Price Georgia Tax-Free Bond Fund | GAB | Mutual Fund - Series | |
T. Rowe Price Maryland Short-Term Tax-Free Bond Fund | MDS | Mutual Fund - Series | |
T. Rowe Price Maryland Tax-Free Bond Fund | MDB | Mutual Fund - Series | |
T. Rowe Price Maryland Tax-Free Money Fund | MDM | Mutual Fund - Series | |
T. Rowe Price New Jersey Tax-Free Bond Fund | NJB | Mutual Fund - Series | |
T. Rowe Price New York Tax-Free Bond Fund | NYB | Mutual Fund - Series | |
T. Rowe Price New York Tax-Free Money Fund | NYM | Mutual Fund - Series | |
T. Rowe Price Virginia Tax-Free Bond Fund | VAB | Mutual Fund - Series |
261
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Summit Funds, Inc. | SIF | Mutual Fund - Parent | |
T. Rowe Price Cash Reserves Fund | SCR | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Funds, Inc. | SMF | Mutual Fund - Parent | |
T. Rowe Price Summit Municipal Income Fund | SMI | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Intermediate Fund | SMT | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Money Market Fund | SMM | Mutual Fund - Series | |
T. Rowe Price Tax-Efficient Funds, Inc. | TEF | Mutual Fund - Parent | |
T. Rowe Price Tax-Efficient Equity Fund | TMC | Mutual Fund - Series | |
T. Rowe Price Tax-Exempt Money Fund, Inc. | TEM | Mutual Fund - Parent | |
T. Rowe Price Tax-Free High Yield Fund, Inc. | TFH | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Income Fund, Inc. | TFI | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Short-Intermediate Fund, Inc. | TFS | Mutual Fund - Parent | |
T. Rowe Price Total Return Fund, Inc. | TTF | Mutual Fund - Parent | |
T. Rowe Price U.S. Bond Enhanced Index Fund, Inc. | UBX | Mutual Fund | |
T. Rowe Price U.S. Equity Research Fund, Inc. | COF | Mutual Fund - Parent | |
T. Rowe Price U.S. Large-Cap Core Fund, Inc. | LCF | Mutual Fund - Parent | |
T. Rowe Price U.S. Treasury Funds, Inc. | USTF | Mutual Fund - Parent | |
U.S. Treasury Intermediate Fund | USI | Mutual Fund - Series | |
U.S. Treasury Long-Term Fund | USL | Mutual Fund - Series | |
U.S. Treasury Money Fund | UST | Mutual Fund - Series | |
T. Rowe Price Value Fund, Inc. | VAL | Mutual Fund - Parent | |
'40 Act Registered Fund of Funds | |||
T. Rowe Price Retirement Funds, Inc. | RDF | Mutual Fund - Parent |
262
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Retirement 2005 Fund | RPJ | Mutual Fund - Series | |
T. Rowe Price Retirement 2010 Fund | RPA | Mutual Fund - Series | |
T. Rowe Price Retirement 2015 Fund | RPG | Mutual Fund - Series | |
T. Rowe Price Retirement 2020 Fund | RPB | Mutual Fund - Series | |
T. Rowe Price Retirement 2025 Fund | RPH | Mutual Fund - Series | |
T. Rowe Price Retirement 2030 Fund | RPC | Mutual Fund - Series | |
T. Rowe Price Retirement 2035 Fund | RPI | Mutual Fund - Series | |
T. Rowe Price Retirement 2040 Fund | RPD | Mutual Fund - Series | |
T. Rowe Price Retirement 2045 Fund | RPK | Mutual Fund - Series | |
T. Rowe Price Retirement 2050 Fund | RPL | Mutual Fund - Series | |
T. Rowe Price Retirement 2055 Fund | RPM | Mutual Fund - Series | |
T. Rowe Price Retirement 2060 Fund | RPN | Mutual Fund - Series | |
T. Rowe Price Retirement Balanced Fund | RPE | Mutual Fund - Series | |
T. Rowe Price Retirement Income 2020 Fund | RIB | Mutual Fund - Series | |
T. Rowe Price Retirement I 2005 Fund—I Class | RBI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2010 Fund—I Class | RCI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2015 Fund—I Class | RDI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2020 Fund—I Class | RFI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2025 Fund—I Class | RGI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2030 Fund—I Class | RHI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2035 Fund—I Class | RII | Mutual Fund - Series | |
T. Rowe Price Retirement I 2040 Fund—I Class | RJI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2045 Fund—I Class | RKI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2050 Fund—I Class | RMI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2055 Fund—I Class | RNI | Mutual Fund - Series |
263
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Retirement I 2060 Fund—I Class | ROI | Mutual Fund - Series | |
T. Rowe Price Retirement Balanced I Fund—I Class | RQI | Mutual Fund - Series | |
T. Rowe Price Target 2005 Fund | TRA | Mutual Fund - Series | |
T. Rowe Price Target 2010 Fund | TRB | Mutual Fund - Series | |
T. Rowe Price Target 2015 Fund | TRC | Mutual Fund - Series | |
T. Rowe Price Target 2020 Fund | TRD | Mutual Fund - Series | |
T. Rowe Price Target 2025 Fund | TRE | Mutual Fund - Series | |
T. Rowe Price Target 2030 Fund | TRG | Mutual Fund - Series | |
T. Rowe Price Target 2035 Fund | TRH | Mutual Fund - Series | |
T. Rowe Price Target 2040 Fund | TRJ | Mutual Fund - Series | |
T. Rowe Price Target 2045 Fund | TRL | Mutual Fund - Series | |
T. Rowe Price Target 2050 Fund | TRM | Mutual Fund - Series | |
T. Rowe Price Target 2055 Fund | TRN | Mutual Fund - Series | |
T. Rowe Price Target 2060 Fund | TRO | Mutual Fund - Series | |
T. Rowe Price Spectrum Fund, Inc. | SPC | Mutual Fund - Parent | |
Spectrum Growth Fund | SPG | Mutual Fund - Series | |
Spectrum Income Fund | SPI | Mutual Fund - Series | |
Spectrum International Fund | SPF | Mutual Fund - Series |
264
AMENDMENT
NO. 19
TO
Fund Accounting Agreement
This Amendment No. 19 (this “Amendment”) dated December 18, 2019 by and between each Fund listed on Exhibit A (each a “Fund” or collectively the “Funds”) to the Fund Accounting Agreement (as defined below), T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office located at 100 E. Pratt Street, Baltimore, Maryland 21202 (“TRP”) and THE BANK OF NEW YORK MELLON, a bank organized under the Laws of the State of New York, having its principal office located at 240 Greenwich Street, New York, New York 10286 (“BNY Mellon”).
WHEREAS, each Fund, TRP, and BNY Mellon have entered into a Fund Accounting Agreement, dated as of August 1, 2015 (the “Fund Accounting Agreement”); and
WHEREAS, each Fund, TRP, and BNY Mellon desire to amend the Fund Accounting Agreement to reflect certain changes as set forth in this Amendment.
NOW, THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, intending to be legally bound, each Fund, TRP, and BNY Mellon hereby agree as follows:
1. DEFINITIONS
Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Fund Accounting Agreement.
2. SERVICE LEVEL DESCRIPTION
265
The Fund Accounting Agreement is hereby amended by deleting the Service Level Description attached thereto and replacing it in its entirety with the Service Level Description attached hereto.
3. EFFECT ON FUND ACCOUNTING AGREEMENT
In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.
4. GOVERNING LAW
The laws of the State of New York and the federal laws of the United States applicable therein shall govern, construe, and enforce all of the rights, duties, and obligations arising out of or related in any manner to, the subject matter of this Amendment, notwithstanding any conflict of laws principles.
5. COUNTERPARTS/FACSIMILE
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. This Amendment may also be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.
[Signature page follows.]
266
IN WITNESS WHEREOF, each Fund, TRP, and BNY Mellon have executed
or caused this Amendment to be executed as of the date and year first above written by its duly authorized
representative.
THE BANK OF NEW YORK MELLON |
By: /s/Scott Russell |
Name: Scott Russell |
Title: Vice President |
Date: April 20, 2020 |
T. ROWE PRICE ASSOCIATES, INC. |
By: /s/David Oestreicher |
Name: David Oestreicher |
Title: Vice President |
Date: |
On behalf of each Fund listed in Amended Exhibit A |
By: /s/Darrell N. Braman |
Name: Darrell N. Braman |
Title: Vice President |
Date: |
267
AMENDMENT
NO. 20
TO
Fund Accounting Agreement
This Amendment No. 20 (this “Amendment”) is made and entered into effective as of June 5, 2020 by and between each Fund listed on amended Exhibit A (each a “Fund” or collectively the “Funds”), attached hereto as attachment A, T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office located at 100 E. Pratt Street, Baltimore, Maryland 21202 (“TRP”) and THE BANK OF NEW YORK MELLON, a bank organized under the Laws of the State of New York, having its principal office located at 240 Greenwich Street, New York, New York 10286 (“BNY Mellon”).
WHEREAS, each Fund, TRP, and BNY Mellon have entered into a Fund Accounting Agreement, dated as of August 1, 2015 (the “Fund Accounting Agreement”); and
WHEREAS, each Fund, TRP, and BNY Mellon desire to amend the Fund Accounting Agreement to reflect certain changes as set forth in this Amendment.
NOW, THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, intending to be legally bound, each Fund, TRP, and BNY Mellon hereby agree as follows:
1. DEFINITIONS
Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Fund Accounting Agreement.
2. AMENDED EXHIBIT A
Exhibit A to the Fund Accounting Agreement is hereby amended by changing the name of T. Rowe Price Institutional Equity Funds, Inc. to T. Rowe Price Equity Funds, Inc. and on behalf of its separate series, by changing the name of T. Rowe Price Institutional Large-Cap Growth
268
Fund to T. Rowe Price Large-Cap Growth Fund and T. Rowe Price Institutional Large-Cap Value Fund to T. Rowe Price Large-Cap Value Fund; by changing the name of T. Rowe Price Institutional International Funds, Inc. to T. Rowe Price Global Funds, Inc. and on behalf of its separate series, by changing the name of T. Rowe Price Institutional Global Value Equity Fund to T. Rowe Price Global Value Equity Fund and by removing T. Rowe Price Institutional Africa & Middle East Fund, T. Rowe Price Institutional Frontier Markets Equity Fund, T. Rowe Price Global Focused Growth Equity Fund, and T. Rowe Price Institutional Global Growth Equity Fund; by changing the name of T. Rowe Price Personal Strategy Funds, Inc. to T. Rowe Price Spectrum Funds II, Inc. and on behalf of its separate series, by changing the name of T. Rowe Price Personal Strategy Balanced Fund to T. Rowe Price Spectrum Moderate Allocation Fund, T. Rowe Price Personal Strategy Growth Fund to T. Rowe Price Spectrum Moderate Growth Allocation Fund, and T. Rowe Price Personal Strategy Income Fund to T. Rowe Price Spectrum Conservative Allocation Fund; by adding T. Rowe Price Short Duration Income Fund as a Mutual Fund − Series on behalf of T. Rowe Price Short-Term Bond, Inc.; and by adding each of T. Rowe Price Retirement 2065 Fund, T. Rowe Price Retirement I 2065 Fund—I Class, and T. Rowe Price Target 2065 Fund as a Mutual Fund − Series on behalf of T. Rowe Price Retirement Funds, Inc.
3. EFFECT ON FUND ACCOUNTING AGREEMENT
In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.
269
4. GOVERNING LAW
The laws of the State of New York and the federal laws of the United States applicable therein shall govern, construe, and enforce all of the rights, duties, and obligations arising out of or related in any manner to, the subject matter of this Amendment, notwithstanding any conflict of laws principles.
5. COUNTERPARTS/FACSIMILE
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. This Amendment may also be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.
[Signature page follows.]
270
IN WITNESS WHEREOF, each Fund, TRP, and BNY Mellon have executed
or caused this Amendment to be executed as of the date and year first above written by its duly authorized
representative.
THE BANK OF NEW YORK MELLON |
By: /s/Scott Russell |
Name: Scott Russell |
Title: Vice President |
Date: |
T. ROWE PRICE ASSOCIATES, INC. |
By: /s/David Oestreicher |
Name: David Oestreicher |
Title: Vice President |
Date: June 5, 2020 |
On behalf of each Fund listed in Amended Exhibit A |
By: /s/Darrell N. Braman |
Name: Darrell N. Braman |
Title: Vice President |
Date: June 5, 2020 |
271
ATTACHMENT A
Amended Exhibit A
Mutual Fund Entity Name | Reference ID | Entity Type | |
‘40 Act Registered Funds |
|
| |
T. Rowe Price Balanced Fund, Inc. | BAL | Mutual Fund - Parent | |
T. Rowe Price Blue Chip Growth Fund, Inc. | BCG | Mutual Fund - Parent | |
T. Rowe Price Capital Appreciation Fund, Inc. | CAF | Mutual Fund - Parent | |
T. Rowe Price Communications & Technology Fund, Inc. | MTF | Mutual Fund - Parent | |
T. Rowe Price Corporate Income Fund, Inc. | CIF | Mutual Fund - Parent | |
T. Rowe Price Credit Opportunities Fund, Inc. | CRO | Mutual Fund - Parent | |
T. Rowe Price Diversified Mid-Cap Growth Fund, Inc. | DMG | Mutual Fund - Parent | |
T. Rowe Price Dividend Growth Fund, Inc. | DGF | Mutual Fund - Parent | |
T. Rowe Price Equity Funds, Inc. | IEF | Mutual Fund - Parent | |
T. Rowe Price Institutional Large-Cap Core Growth Fund | LCC | Mutual Fund - Series | |
T. Rowe Price Large-Cap Growth Fund | LCG | Mutual Fund - Series | |
T. Rowe Price Large-Cap Value Fund | LCV | Mutual Fund - Series | |
T. Rowe Price Institutional Mid-Cap Equity Growth Fund | MCE | Mutual Fund - Series | |
T. Rowe Price Institutional Small-Cap Stock Fund | SCI | Mutual Fund - Series | |
T. Rowe Price Equity Income Fund, Inc. | EIF | Mutual Fund - Parent | |
T. Rowe Price Equity Series, Inc. | EQS | Mutual Fund - Parent | |
T. Rowe Price Blue Chip Growth Portfolio | BCP | Mutual Fund - Series | |
T. Rowe Price Equity Income Portfolio | EIP | Mutual Fund - Series | |
T. Rowe Price Equity Index 500 Portfolio | EXP | Mutual Fund - Series | |
T. Rowe Price Health Sciences Portfolio | HSP | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Growth Portfolio | MGP | Mutual Fund - Series |
272
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Moderate Allocation Portfolio | PSP | Mutual Fund - Series | |
T. Rowe Price New America Growth Portfolio | NAP | Mutual Fund - Series | |
T. Rowe Price Financial Services Fund, Inc. | FSF | Mutual Fund - Parent | |
T. Rowe Price Fixed Income Series, Inc. | FIS | Mutual Fund - Parent | |
T. Rowe Price Government Money Portfolio | PRP | Mutual Fund - Series | |
T. Rowe Price Limited-Term Bond Portfolio | LTP | Mutual Fund - Series | |
T. Rowe Price Floating Rate Fund, Inc. | FRI | Mutual Fund - Parent | |
T. Rowe Price Global Allocation Fund, Inc. | GAF | Mutual Fund - Parent | |
T. Rowe Price Global Funds, Inc. | IIF | Mutual Fund - Parent | |
T. Rowe Price Institutional Emerging Markets Bond Fund | IEB | Mutual Fund - Series | |
T. Rowe Price Institutional Emerging Markets Equity Fund | IEM | Mutual Fund - Series | |
T. Rowe Price Global Value Equity Fund | IGV | Mutual Fund - Series | |
T. Rowe Price Institutional International Core Equity Fund | IIC | Mutual Fund - Series | |
T. Rowe Price Institutional International Disciplined Equity Fund | ICE | Mutual Fund - Series | |
T. Rowe Price Institutional International Growth Equity Fund | FEF | Mutual Fund - Series | |
T. Rowe Price Global Multi-Sector Bond Fund, Inc. | SNF | Mutual Fund - Parent | |
T. Rowe Price Global Real Estate Fund, Inc. | GRE | Mutual Fund - Parent | |
T. Rowe Price Global Technology Fund, Inc. | GTF | Mutual Fund - Parent | |
T. Rowe Price GNMA Fund, Inc. | GMA | Mutual Fund - Parent | |
T. Rowe Price Government Money Fund, Inc. | PRF | Mutual Fund - Parent | |
T. Rowe Price Growth & Income Fund, Inc. | GIF | Mutual Fund - Parent | |
T. Rowe Price Growth Stock Fund, Inc. | GSF | Mutual Fund - Parent | |
T. Rowe Price Health Sciences Fund, Inc. | HSF | Mutual Fund - Parent | |
T. Rowe Price High Yield Fund, Inc. | HYF | Mutual Fund - Parent | |
T. Rowe Price U.S. High Yield Fund | UHY | Mutual Fund - Series |
273
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Index Trust, Inc. | INDX | Mutual Fund - Parent | |
T. Rowe Price Equity Index 500 Fund | EXF | Mutual Fund - Series | |
T. Rowe Price Extended Equity Market Index Fund | XMX | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Index Fund | MCX | Mutual Fund - Series | |
T. Rowe Price Small-Cap Index Fund | SCX | Mutual Fund - Series | |
T. Rowe Price Total Equity Market Index Fund | TMX | Mutual Fund - Series | |
T. Rowe Price Inflation Protected Bond Fund, Inc. | IPB | Mutual Fund - Parent | |
T. Rowe Price Institutional Income Funds, Inc. | IINCF | Mutual Fund - Parent | |
T. Rowe Price Institutional Cash Reserves Fund | ICM | Mutual Fund - Series | |
T. Rowe Price Institutional Core Plus Fund | ICP | Mutual Fund - Series | |
T. Rowe Price Institutional Floating Rate Fund | IFR | Mutual Fund - Series | |
T. Rowe Price Institutional High Yield Fund | HYI | Mutual Fund - Series | |
T. Rowe Price Institutional Long Duration Credit Fund | LDC | Mutual Fund - Series | |
T. Rowe Price Intermediate Tax-Free High Yield Fund, Inc. | ITF | Mutual Fund - Parent | |
T. Rowe Price International Funds, Inc. | PIF | Mutual Fund - Parent | |
T. Rowe Price Africa & Middle East Fund | AME | Mutual Fund - Series | |
T. Rowe Price Asia Opportunities Fund | AOF | Mutual Fund - Series | |
T. Rowe Price China Evolution Equity Fund | CEE | Mutual Fund - Series | |
T. Rowe Price Dynamic Credit Fund | DCF | Mutual Fund - Series | |
T. Rowe Price Dynamic Global Bond Fund | GUN | Mutual Fund - Series | |
T. Rowe Price Emerging Europe Fund | EEM | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Bond Fund | EMB | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Corporate Bond Fund | EMC | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Discovery Stock Fund | EMV | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Currency Bond Fund | EML | Mutual Fund - Series |
274
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Emerging Markets Stock Fund | EMS | Mutual Fund - Series | |
T. Rowe Price European Stock Fund | ESF | Mutual Fund - Series | |
T. Rowe Price Global Consumer Fund | GCF | Mutual Fund - Series | |
T. Rowe Price Global Growth Stock Fund | GLE | Mutual Fund - Series | |
T. Rowe Price Global High Income Bond Fund | GHI | Mutual Fund - Series | |
T. Rowe Price Global Industrials Fund | IND | Mutual Fund - Series | |
T. Rowe Price Global Stock Fund | GLS | Mutual Fund - Series | |
T. Rowe Price International Bond Fund | IBF | Mutual Fund - Series | |
T. Rowe Price International Bond Fund (USD Hedged) | IBH | Mutual Fund - Series | |
T. Rowe Price International Disciplined Equity Fund | ICN | Mutual Fund - Series | |
T. Rowe Price International Discovery Fund | IDF | Mutual Fund - Series | |
T. Rowe Price International Stock Fund | ISF | Mutual Fund - Series | |
T. Rowe Price International Value Equity Fund | IGI | Mutual Fund - Series | |
T. Rowe Price Japan Fund | JAF | Mutual Fund - Series | |
T. Rowe Price Latin America Fund | LAM | Mutual Fund - Series | |
T. Rowe Price New Asia Fund | NAS | Mutual Fund - Series | |
T. Rowe Price Overseas Stock Fund | OSF | Mutual Fund - Series | |
T. Rowe Price International Index Fund, Inc. | IIXF | Mutual Fund - Parent | |
T. Rowe Price International Equity Index Fund | IXF | Mutual Fund - Series | |
T. Rowe Price International Series, Inc. | INS | Mutual Fund - Parent | |
T. Rowe Price International Stock Portfolio | ISP | Mutual Fund - Series | |
T. Rowe Price Limited Duration Inflation Focused Bond Fund, Inc. | STI | Mutual Fund - Parent | |
T. Rowe Price Mid-Cap Growth Fund, Inc. | MCG | Mutual Fund - Parent | |
T. Rowe Price Mid-Cap Value Fund, Inc. | MCV | Mutual Fund - Parent | |
T. Rowe Price Multi-Sector Account Portfolios, Inc. | MAPS | Mutual Fund - Parent |
275
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio | EBS | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio | ELS | Mutual Fund - Series | |
T. Rowe Price Floating Rate Multi-Sector Account Portfolio | FRS | Mutual Fund - Series | |
T. Rowe Price High Yield Multi-Sector Account Portfolio | HYS | Mutual Fund - Series | |
T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio | IGS | Mutual Fund - Series | |
T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio | MBS | Mutual Fund - Series | |
T. Rowe Price Multi-Strategy Total Return Fund, Inc. | MSR | Mutual Fund - Parent | |
T. Rowe Price New America Growth Fund, Inc. | NAG | Mutual Fund - Parent | |
T. Rowe Price New Era Fund, Inc. | NEF | Mutual Fund - Parent | |
T. Rowe Price New Horizons Fund, Inc. | NHF | Mutual Fund - Parent | |
T. Rowe Price New Income Fund, Inc. | NIF | Mutual Fund - Parent | |
T. Rowe Price Quantitative Management Funds, Inc. | QUANT | Mutual Fund - Parent | |
T. Rowe Price QM Global Equity Fund | QGE | Mutual Fund - Series | |
T. Rowe Price QM U.S. Small-Cap Growth Equity Fund | DSG | Mutual Fund - Series | |
T. Rowe Price QM U.S. Small & Mid-Cap Core Equity Fund | QSM | Mutual Fund - Series | |
T. Rowe Price QM U.S. Value Equity Fund | QMV | Mutual Fund - Series | |
T. Rowe Price Real Assets Fund, Inc. | RAF | Mutual Fund - Parent | |
T. Rowe Price Real Estate Fund, Inc. | REF | Mutual Fund - Parent | |
T. Rowe Price Reserve Investment Funds, Inc. | RESFDS | Mutual Fund - Parent | |
T. Rowe Price Government Reserve Fund | RES | Mutual Fund - Series | |
T. Rowe Price Short-Term Government Fund | GRI | Mutual Fund - Series | |
T. Rowe Price Short-Term Fund | REI | Mutual Fund - Series | |
T. Rowe Price Treasury Reserve Fund | GRS | Mutual Fund - Series | |
T. Rowe Price Science & Technology Fund, Inc. | STF | Mutual Fund - Parent |
276
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Short-Term Bond Fund, Inc. | STB | Mutual Fund - Parent | |
T. Rowe Price Short Duration Income Fund | SDI | Mutual Fund - Series | |
T. Rowe Price Ultra Short-Term Bond Fund | SBF | Mutual Fund - Series | |
T. Rowe Price Small-Cap Stock Fund, Inc. | SCS | Mutual Fund - Parent | |
T. Rowe Price Small-Cap Value Fund, Inc. | SCV | Mutual Fund - Parent | |
T. Rowe Price Spectrum Funds II, Inc. | PER | Mutual Fund - Parent | |
T. Rowe Price Spectrum Conservative Allocation Fund | PSI | Mutual Fund - Series | |
T. Rowe Price Spectrum Moderate Allocation Fund | PSB | Mutual Fund - Series | |
T. Rowe Price Spectrum Moderate Growth Allocation Fund | PSG | Mutual Fund - Series | |
T. Rowe Price State Tax-Free Funds, Inc. | STT | Mutual Fund - Parent | |
T. Rowe Price California Tax-Free Bond Fund | CAB | Mutual Fund - Series | |
T. Rowe Price California Tax-Free Money Fund | CAM | Mutual Fund - Series | |
T. Rowe Price Georgia Tax-Free Bond Fund | GAB | Mutual Fund - Series | |
T. Rowe Price Maryland Short-Term Tax-Free Bond Fund | MDS | Mutual Fund - Series | |
T. Rowe Price Maryland Tax-Free Bond Fund | MDB | Mutual Fund - Series | |
T. Rowe Price Maryland Tax-Free Money Fund | MDM | Mutual Fund - Series | |
T. Rowe Price New Jersey Tax-Free Bond Fund | NJB | Mutual Fund - Series | |
T. Rowe Price New York Tax-Free Bond Fund | NYB | Mutual Fund - Series | |
T. Rowe Price New York Tax-Free Money Fund | NYM | Mutual Fund - Series | |
T. Rowe Price Virginia Tax-Free Bond Fund | VAB | Mutual Fund - Series | |
T. Rowe Price Summit Funds, Inc. | SIF | Mutual Fund - Parent | |
T. Rowe Price Cash Reserves Fund | SCR | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Funds, Inc. | SMF | Mutual Fund - Parent | |
T. Rowe Price Summit Municipal Income Fund | SMI | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Intermediate Fund | SMT | Mutual Fund - Series |
277
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Summit Municipal Money Market Fund | SMM | Mutual Fund - Series | |
T. Rowe Price Tax-Efficient Funds, Inc. | TEF | Mutual Fund - Parent | |
T. Rowe Price Tax-Efficient Equity Fund | TMC | Mutual Fund - Series | |
T. Rowe Price Tax-Exempt Money Fund, Inc. | TEM | Mutual Fund - Parent | |
T. Rowe Price Tax-Free High Yield Fund, Inc. | TFH | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Income Fund, Inc. | TFI | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Short-Intermediate Fund, Inc. | TFS | Mutual Fund - Parent | |
T. Rowe Price Total Return Fund, Inc. | TTF | Mutual Fund - Parent | |
T. Rowe Price U.S. Bond Enhanced Index Fund, Inc. | UBX | Mutual Fund | |
T. Rowe Price U.S. Equity Research Fund, Inc. | COF | Mutual Fund - Parent | |
T. Rowe Price U.S. Large-Cap Core Fund, Inc. | LCF | Mutual Fund - Parent | |
T. Rowe Price U.S. Treasury Funds, Inc. | USTF | Mutual Fund - Parent | |
U.S. Treasury Intermediate Fund | USI | Mutual Fund - Series | |
U.S. Treasury Long-Term Fund | USL | Mutual Fund - Series | |
U.S. Treasury Money Fund | UST | Mutual Fund - Series | |
T. Rowe Price Value Fund, Inc. | VAL | Mutual Fund - Parent | |
'40 Act Registered Fund of Funds | |||
T. Rowe Price Retirement Funds, Inc. | RDF | Mutual Fund - Parent | |
T. Rowe Price Retirement 2005 Fund | RPJ | Mutual Fund - Series | |
T. Rowe Price Retirement 2010 Fund | RPA | Mutual Fund - Series | |
T. Rowe Price Retirement 2015 Fund | RPG | Mutual Fund - Series | |
T. Rowe Price Retirement 2020 Fund | RPB | Mutual Fund - Series | |
T. Rowe Price Retirement 2025 Fund | RPH | Mutual Fund - Series |
278
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Retirement 2030 Fund | RPC | Mutual Fund - Series | |
T. Rowe Price Retirement 2035 Fund | RPI | Mutual Fund - Series | |
T. Rowe Price Retirement 2040 Fund | RPD | Mutual Fund - Series | |
T. Rowe Price Retirement 2045 Fund | RPK | Mutual Fund - Series | |
T. Rowe Price Retirement 2050 Fund | RPL | Mutual Fund - Series | |
T. Rowe Price Retirement 2055 Fund | RPM | Mutual Fund - Series | |
T. Rowe Price Retirement 2060 Fund | RPN | Mutual Fund - Series | |
T. Rowe Price Retirement 2065 Fund | RPO | Mutual Fund - Series | |
T. Rowe Price Retirement Balanced Fund | RPE | Mutual Fund - Series | |
T. Rowe Price Retirement Income 2020 Fund | RIB | Mutual Fund - Series | |
T. Rowe Price Retirement I 2005 Fund—I Class | RBI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2010 Fund—I Class | RCI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2015 Fund—I Class | RDI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2020 Fund—I Class | RFI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2025 Fund—I Class | RGI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2030 Fund—I Class | RHI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2035 Fund—I Class | RII | Mutual Fund - Series | |
T. Rowe Price Retirement I 2040 Fund—I Class | RJI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2045 Fund—I Class | RKI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2050 Fund—I Class | RMI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2055 Fund—I Class | RNI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2060 Fund—I Class | ROI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2065 Fund—I Class | RRI | Mutual Fund - Series | |
T. Rowe Price Retirement Balanced I Fund—I Class | RQI | Mutual Fund - Series | |
T. Rowe Price Target 2005 Fund | TRA | Mutual Fund - Series |
279
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Target 2010 Fund | TRB | Mutual Fund - Series | |
T. Rowe Price Target 2015 Fund | TRC | Mutual Fund - Series | |
T. Rowe Price Target 2020 Fund | TRD | Mutual Fund - Series | |
T. Rowe Price Target 2025 Fund | TRE | Mutual Fund - Series | |
T. Rowe Price Target 2030 Fund | TRG | Mutual Fund - Series | |
T. Rowe Price Target 2035 Fund | TRH | Mutual Fund - Series | |
T. Rowe Price Target 2040 Fund | TRJ | Mutual Fund - Series | |
T. Rowe Price Target 2045 Fund | TRL | Mutual Fund - Series | |
T. Rowe Price Target 2050 Fund | TRM | Mutual Fund - Series | |
T. Rowe Price Target 2055 Fund | TRN | Mutual Fund - Series | |
T. Rowe Price Target 2060 Fund | TRO | Mutual Fund - Series | |
T. Rowe Price Target 2065 Fund | TRQ | Mutual Fund - Series | |
T. Rowe Price Spectrum Fund, Inc. | SPC | Mutual Fund - Parent | |
Spectrum Growth Fund | SPG | Mutual Fund - Series | |
Spectrum Income Fund | SPI | Mutual Fund - Series | |
Spectrum International Fund | SPF | Mutual Fund - Series |
280
AMENDMENT
NO. 21
TO
Fund Accounting Agreement
This Amendment No. 21 (this “Amendment”) is made and entered into effective as of October 5, 2020 by and between each Fund listed on amended Exhibit A (each a “Fund” or collectively the “Funds”), attached hereto as attachment A, T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office located at 100 E. Pratt Street, Baltimore, Maryland 21202 (“TRP”) and THE BANK OF NEW YORK MELLON, a bank organized under the Laws of the State of New York, having its principal office located at 240 Greenwich Street, New York, New York 10286 (“BNY Mellon”).
WHEREAS, each Fund, TRP, and BNY Mellon have entered into a Fund Accounting Agreement, dated as of August 1, 2015 (the “Fund Accounting Agreement”); and
WHEREAS, each Fund, TRP, and BNY Mellon desire to amend the Fund Accounting Agreement to reflect certain changes as set forth in this Amendment.
NOW, THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, intending to be legally bound, each Fund, TRP, and BNY Mellon hereby agree as follows:
1. DEFINITIONS
Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Fund Accounting Agreement.
2. AMENDED EXHIBIT A
Exhibit A to the Fund Accounting Agreement is hereby amended by changing the name of T. Rowe Price U.S. Bond Enhanced Index Fund, Inc. to T. Rowe Price QM U.S. Bond Index Fund, Inc.; by changing the name of U.S. Treasury Intermediate Fund, U.S. Treasury Long-Term
281
Fund, and U.S. Treasury Money Fund, each a Mutual Fund – Series of T. Rowe Price U.S. Treasury Funds, Inc., to T. Rowe Price U.S. Treasury Intermediate Index Fund, T. Rowe Price U.S. Treasury Long-Term Index Fund, and T. Rowe Price U.S. Treasury Money Fund, respectively; by removing T. Rowe Price Institutional International Core Equity Fund and T. Rowe Price Institutional International Growth Equity Fund, each as a Mutual Fund – Series on behalf of T. Rowe Price Global Funds, Inc; by adding T. Rowe Price U.S. Limited Duration TIPS Index Fund as a Mutual Fund – Series of the T. Rowe Price Index Trust, Inc.; by adding T. Rowe Price Retirement Blend 2005 Fund, T. Rowe Price Retirement Blend 2010 Fund, T. Rowe Price Retirement Blend 2015 Fund, T. Rowe Price Retirement Blend 2020 Fund, T. Rowe Price Retirement Blend 2025 Fund, T. Rowe Price Retirement Blend 2030 Fund, T. Rowe Price Retirement Blend 2035 Fund, T. Rowe Price Retirement Blend 2040 Fund, T. Rowe Price Retirement Blend 2045 Fund, T. Rowe Price Retirement Blend 2050 Fund, T. Rowe Price Retirement Blend 2055 Fund, T. Rowe Price Retirement Blend 2060 Fund, and T. Rowe Price Retirement 2065 Fund, each a Mutual Fund – Series of T. Rowe Price Retirement Funds, Inc.; and by adding T. Rowe Price Transition Fund as a Mutual Fund – Series of the T. Rowe Price Reserve Investment Funds, Inc.
3. EFFECT ON FUND ACCOUNTING AGREEMENT
In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.
282
4. GOVERNING LAW
The laws of the State of New York and the federal laws of the United States applicable therein shall govern, construe, and enforce all of the rights, duties, and obligations arising out of or related in any manner to, the subject matter of this Amendment, notwithstanding any conflict of laws principles.
5. COUNTERPARTS/FACSIMILE
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. This Amendment may also be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.
[Signature page follows.]
283
IN WITNESS WHEREOF, each Fund, TRP, and BNY Mellon have executed
or caused this Amendment to be executed as of the date and year first above written by its duly authorized
representative.
THE BANK OF NEW YORK MELLON |
By: /s/Scott Russell |
Name: Scott Russell |
Title: Vice President |
Date: |
T. ROWE PRICE ASSOCIATES, INC. |
By: /s/David Oestreicher |
Name: David Oestreicher |
Title: Vice President |
Date: October 5, 2020 |
On behalf of each Fund listed in Amended Exhibit A |
By: /s/Fran Pollack-Matz |
Name: Fran Pollack-Matz |
Title: Vice President |
Date: October 5, 2020 |
284
ATTACHMENT A
Amended Exhibit A
Mutual Fund Entity Name | Reference ID | Entity Type | |
‘40 Act Registered Funds |
|
| |
T. Rowe Price Balanced Fund, Inc. | BAL | Mutual Fund - Parent | |
T. Rowe Price Blue Chip Growth Fund, Inc. | BCG | Mutual Fund - Parent | |
T. Rowe Price Capital Appreciation Fund, Inc. | CAF | Mutual Fund - Parent | |
T. Rowe Price Communications & Technology Fund, Inc. | MTF | Mutual Fund - Parent | |
T. Rowe Price Corporate Income Fund, Inc. | CIF | Mutual Fund - Parent | |
T. Rowe Price Credit Opportunities Fund, Inc. | CRO | Mutual Fund - Parent | |
T. Rowe Price Diversified Mid-Cap Growth Fund, Inc. | DMG | Mutual Fund - Parent | |
T. Rowe Price Dividend Growth Fund, Inc. | DGF | Mutual Fund - Parent | |
T. Rowe Price Equity Funds, Inc. | IEF | Mutual Fund - Parent | |
T. Rowe Price Institutional Large-Cap Core Growth Fund | LCC | Mutual Fund - Series | |
T. Rowe Price Large-Cap Growth Fund | LCG | Mutual Fund - Series | |
T. Rowe Price Large-Cap Value Fund | LCV | Mutual Fund - Series | |
T. Rowe Price Institutional Mid-Cap Equity Growth Fund | MCE | Mutual Fund - Series | |
T. Rowe Price Institutional Small-Cap Stock Fund | SCI | Mutual Fund - Series | |
T. Rowe Price Equity Income Fund, Inc. | EIF | Mutual Fund - Parent | |
T. Rowe Price Equity Series, Inc. | EQS | Mutual Fund - Parent | |
T. Rowe Price Blue Chip Growth Portfolio | BCP | Mutual Fund - Series | |
T. Rowe Price Equity Income Portfolio | EIP | Mutual Fund - Series | |
T. Rowe Price Equity Index 500 Portfolio | EXP | Mutual Fund - Series | |
T. Rowe Price Health Sciences Portfolio | HSP | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Growth Portfolio | MGP | Mutual Fund - Series |
285
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Moderate Allocation Portfolio | PSP | Mutual Fund - Series | |
T. Rowe Price New America Growth Portfolio | NAP | Mutual Fund - Series | |
T. Rowe Price Financial Services Fund, Inc. | FSF | Mutual Fund - Parent | |
T. Rowe Price Fixed Income Series, Inc. | FIS | Mutual Fund - Parent | |
T. Rowe Price Government Money Portfolio | PRP | Mutual Fund - Series | |
T. Rowe Price Limited-Term Bond Portfolio | LTP | Mutual Fund - Series | |
T. Rowe Price Floating Rate Fund, Inc. | FRI | Mutual Fund - Parent | |
T. Rowe Price Global Allocation Fund, Inc. | GAF | Mutual Fund - Parent | |
T. Rowe Price Global Funds, Inc. | IIF | Mutual Fund - Parent | |
T. Rowe Price Institutional Emerging Markets Bond Fund | IEB | Mutual Fund - Series | |
T. Rowe Price Institutional Emerging Markets Equity Fund | IEM | Mutual Fund - Series | |
T. Rowe Price Global Value Equity Fund | IGV | Mutual Fund - Series | |
T. Rowe Price Institutional International Disciplined Equity Fund | ICE | Mutual Fund - Series | |
T. Rowe Price Global Multi-Sector Bond Fund, Inc. | SNF | Mutual Fund - Parent | |
T. Rowe Price Global Real Estate Fund, Inc. | GRE | Mutual Fund - Parent | |
T. Rowe Price Global Technology Fund, Inc. | GTF | Mutual Fund - Parent | |
T. Rowe Price GNMA Fund, Inc. | GMA | Mutual Fund - Parent | |
T. Rowe Price Government Money Fund, Inc. | PRF | Mutual Fund - Parent | |
T. Rowe Price Growth & Income Fund, Inc. | GIF | Mutual Fund - Parent | |
T. Rowe Price Growth Stock Fund, Inc. | GSF | Mutual Fund - Parent | |
T. Rowe Price Health Sciences Fund, Inc. | HSF | Mutual Fund - Parent | |
T. Rowe Price High Yield Fund, Inc. | HYF | Mutual Fund - Parent | |
T. Rowe Price U.S. High Yield Fund | UHY | Mutual Fund - Series | |
T. Rowe Price Index Trust, Inc. | INDX | Mutual Fund - Parent | |
T. Rowe Price Equity Index 500 Fund | EXF | Mutual Fund - Series |
286
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Extended Equity Market Index Fund | XMX | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Index Fund | MCX | Mutual Fund - Series | |
T. Rowe Price Small-Cap Index Fund | SCX | Mutual Fund - Series | |
T. Rowe Price U.S. Limited Duration TIPS Index Fund | LDX | Mutual Fund - Series | |
T. Rowe Price Total Equity Market Index Fund | TMX | Mutual Fund - Series | |
T. Rowe Price Inflation Protected Bond Fund, Inc. | IPB | Mutual Fund - Parent | |
T. Rowe Price Institutional Income Funds, Inc. | IINCF | Mutual Fund - Parent | |
T. Rowe Price Institutional Cash Reserves Fund | ICM | Mutual Fund - Series | |
T. Rowe Price Institutional Core Plus Fund | ICP | Mutual Fund - Series | |
T. Rowe Price Institutional Floating Rate Fund | IFR | Mutual Fund - Series | |
T. Rowe Price Institutional High Yield Fund | HYI | Mutual Fund - Series | |
T. Rowe Price Institutional Long Duration Credit Fund | LDC | Mutual Fund - Series | |
T. Rowe Price Intermediate Tax-Free High Yield Fund, Inc. | ITF | Mutual Fund - Parent | |
T. Rowe Price International Funds, Inc. | PIF | Mutual Fund - Parent | |
T. Rowe Price Africa & Middle East Fund | AME | Mutual Fund - Series | |
T. Rowe Price Asia Opportunities Fund | AOF | Mutual Fund - Series | |
T. Rowe Price China Evolution Equity Fund | CEE | Mutual Fund - Series | |
T. Rowe Price Dynamic Credit Fund | DCF | Mutual Fund - Series | |
T. Rowe Price Dynamic Global Bond Fund | GUN | Mutual Fund - Series | |
T. Rowe Price Emerging Europe Fund | EEM | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Bond Fund | EMB | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Corporate Bond Fund | EMC | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Discovery Stock Fund | EMV | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Currency Bond Fund | EML | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Stock Fund | EMS | Mutual Fund - Series |
287
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price European Stock Fund | ESF | Mutual Fund - Series | |
T. Rowe Price Global Consumer Fund | GCF | Mutual Fund - Series | |
T. Rowe Price Global Growth Stock Fund | GLE | Mutual Fund - Series | |
T. Rowe Price Global High Income Bond Fund | GHI | Mutual Fund - Series | |
T. Rowe Price Global Industrials Fund | IND | Mutual Fund - Series | |
T. Rowe Price Global Stock Fund | GLS | Mutual Fund - Series | |
T. Rowe Price International Bond Fund | IBF | Mutual Fund - Series | |
T. Rowe Price International Bond Fund (USD Hedged) | IBH | Mutual Fund - Series | |
T. Rowe Price International Disciplined Equity Fund | ICN | Mutual Fund - Series | |
T. Rowe Price International Discovery Fund | IDF | Mutual Fund - Series | |
T. Rowe Price International Stock Fund | ISF | Mutual Fund - Series | |
T. Rowe Price International Value Equity Fund | IGI | Mutual Fund - Series | |
T. Rowe Price Japan Fund | JAF | Mutual Fund - Series | |
T. Rowe Price Latin America Fund | LAM | Mutual Fund - Series | |
T. Rowe Price New Asia Fund | NAS | Mutual Fund - Series | |
T. Rowe Price Overseas Stock Fund | OSF | Mutual Fund - Series | |
T. Rowe Price International Index Fund, Inc. | IIXF | Mutual Fund - Parent | |
T. Rowe Price International Equity Index Fund | IXF | Mutual Fund - Series | |
T. Rowe Price International Series, Inc. | INS | Mutual Fund - Parent | |
T. Rowe Price International Stock Portfolio | ISP | Mutual Fund - Series | |
T. Rowe Price Limited Duration Inflation Focused Bond Fund, Inc. | STI | Mutual Fund - Parent | |
T. Rowe Price Mid-Cap Growth Fund, Inc. | MCG | Mutual Fund - Parent | |
T. Rowe Price Mid-Cap Value Fund, Inc. | MCV | Mutual Fund - Parent | |
T. Rowe Price Multi-Sector Account Portfolios, Inc. | MAPS | Mutual Fund - Parent |
288
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio | EBS | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio | ELS | Mutual Fund - Series | |
T. Rowe Price Floating Rate Multi-Sector Account Portfolio | FRS | Mutual Fund - Series | |
T. Rowe Price High Yield Multi-Sector Account Portfolio | HYS | Mutual Fund - Series | |
T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio | IGS | Mutual Fund - Series | |
T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio | MBS | Mutual Fund - Series | |
T. Rowe Price Multi-Strategy Total Return Fund, Inc. | MSR | Mutual Fund - Parent | |
T. Rowe Price New America Growth Fund, Inc. | NAG | Mutual Fund - Parent | |
T. Rowe Price New Era Fund, Inc. | NEF | Mutual Fund - Parent | |
T. Rowe Price New Horizons Fund, Inc. | NHF | Mutual Fund - Parent | |
T. Rowe Price New Income Fund, Inc. | NIF | Mutual Fund - Parent | |
T. Rowe Price Quantitative Management Funds, Inc. | QUANT | Mutual Fund - Parent | |
T. Rowe Price QM Global Equity Fund | QGE | Mutual Fund - Series | |
T. Rowe Price QM U.S. Small-Cap Growth Equity Fund | DSG | Mutual Fund - Series | |
T. Rowe Price QM U.S. Small & Mid-Cap Core Equity Fund | QSM | Mutual Fund - Series | |
T. Rowe Price QM U.S. Value Equity Fund | QMV | Mutual Fund - Series | |
T. Rowe Price Real Assets Fund, Inc. | RAF | Mutual Fund - Parent | |
T. Rowe Price Real Estate Fund, Inc. | REF | Mutual Fund - Parent | |
T. Rowe Price Reserve Investment Funds, Inc. | RESFDS | Mutual Fund - Parent | |
T. Rowe Price Government Reserve Fund | RES | Mutual Fund - Series | |
T. Rowe Price Short-Term Government Fund | GRI | Mutual Fund - Series | |
T. Rowe Price Short-Term Fund | REI | Mutual Fund - Series | |
T. Rowe Price Transition Fund | TNF | Mutual Fund - Series | |
T. Rowe Price Treasury Reserve Fund | GRS | Mutual Fund - Series |
289
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Science & Technology Fund, Inc. | STF | Mutual Fund - Parent | |
T. Rowe Price Short-Term Bond Fund, Inc. | STB | Mutual Fund - Parent | |
T. Rowe Price Short Duration Income Fund | SDI | Mutual Fund - Series | |
T. Rowe Price Ultra Short-Term Bond Fund | SBF | Mutual Fund - Series | |
T. Rowe Price Small-Cap Stock Fund, Inc. | SCS | Mutual Fund - Parent | |
T. Rowe Price Small-Cap Value Fund, Inc. | SCV | Mutual Fund - Parent | |
T. Rowe Price Spectrum Funds II, Inc. | PER | Mutual Fund - Parent | |
T. Rowe Price Spectrum Conservative Allocation Fund | PSI | Mutual Fund - Series | |
T. Rowe Price Spectrum Moderate Allocation Fund | PSB | Mutual Fund - Series | |
T. Rowe Price Spectrum Moderate Growth Allocation Fund | PSG | Mutual Fund - Series | |
T. Rowe Price State Tax-Free Funds, Inc. | STT | Mutual Fund - Parent | |
T. Rowe Price California Tax-Free Bond Fund | CAB | Mutual Fund - Series | |
T. Rowe Price California Tax-Free Money Fund | CAM | Mutual Fund - Series | |
T. Rowe Price Georgia Tax-Free Bond Fund | GAB | Mutual Fund - Series | |
T. Rowe Price Maryland Short-Term Tax-Free Bond Fund | MDS | Mutual Fund - Series | |
T. Rowe Price Maryland Tax-Free Bond Fund | MDB | Mutual Fund - Series | |
T. Rowe Price Maryland Tax-Free Money Fund | MDM | Mutual Fund - Series | |
T. Rowe Price New Jersey Tax-Free Bond Fund | NJB | Mutual Fund - Series | |
T. Rowe Price New York Tax-Free Bond Fund | NYB | Mutual Fund - Series | |
T. Rowe Price New York Tax-Free Money Fund | NYM | Mutual Fund - Series | |
T. Rowe Price Virginia Tax-Free Bond Fund | VAB | Mutual Fund - Series | |
T. Rowe Price Summit Funds, Inc. | SIF | Mutual Fund - Parent | |
T. Rowe Price Cash Reserves Fund | SCR | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Funds, Inc. | SMF | Mutual Fund - Parent | |
T. Rowe Price Summit Municipal Income Fund | SMI | Mutual Fund - Series |
290
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Summit Municipal Intermediate Fund | SMT | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Money Market Fund | SMM | Mutual Fund - Series | |
T. Rowe Price Tax-Efficient Funds, Inc. | TEF | Mutual Fund - Parent | |
T. Rowe Price Tax-Efficient Equity Fund | TMC | Mutual Fund - Series | |
T. Rowe Price Tax-Exempt Money Fund, Inc. | TEM | Mutual Fund - Parent | |
T. Rowe Price Tax-Free High Yield Fund, Inc. | TFH | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Income Fund, Inc. | TFI | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Short-Intermediate Fund, Inc. | TFS | Mutual Fund - Parent | |
T. Rowe Price Total Return Fund, Inc. | TTF | Mutual Fund - Parent | |
T. Rowe Price QM U.S. Bond Index Fund, Inc. | UBX | Mutual Fund | |
T. Rowe Price U.S. Equity Research Fund, Inc. | COF | Mutual Fund - Parent | |
T. Rowe Price U.S. Large-Cap Core Fund, Inc. | LCF | Mutual Fund - Parent | |
T. Rowe Price U.S. Treasury Funds, Inc. | USTF | Mutual Fund - Parent | |
T. Rowe Price U.S. Treasury Intermediate Index Fund | USI | Mutual Fund - Series | |
T. Rowe Price U.S. Treasury Long-Term Index Fund | USL | Mutual Fund - Series | |
T. Rowe Price U.S. Treasury Money Fund | UST | Mutual Fund - Series | |
T. Rowe Price Value Fund, Inc. | VAL | Mutual Fund - Parent | |
'40 Act Registered Fund of Funds | |||
T. Rowe Price Retirement Funds, Inc. | RDF | Mutual Fund - Parent | |
T. Rowe Price Retirement 2005 Fund | RPJ | Mutual Fund - Series | |
T. Rowe Price Retirement 2010 Fund | RPA | Mutual Fund - Series | |
T. Rowe Price Retirement 2015 Fund | RPG | Mutual Fund - Series | |
T. Rowe Price Retirement 2020 Fund | RPB | Mutual Fund - Series |
291
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Retirement 2025 Fund | RPH | Mutual Fund - Series | |
T. Rowe Price Retirement 2030 Fund | RPC | Mutual Fund - Series | |
T. Rowe Price Retirement 2035 Fund | RPI | Mutual Fund - Series | |
T. Rowe Price Retirement 2040 Fund | RPD | Mutual Fund - Series | |
T. Rowe Price Retirement 2045 Fund | RPK | Mutual Fund - Series | |
T. Rowe Price Retirement 2050 Fund | RPL | Mutual Fund - Series | |
T. Rowe Price Retirement 2055 Fund | RPM | Mutual Fund - Series | |
T. Rowe Price Retirement 2060 Fund | RPN | Mutual Fund - Series | |
T. Rowe Price Retirement 2065 Fund | RPO | Mutual Fund - Series | |
T. Rowe Price Retirement Balanced Fund | RPE | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2005 Fund | RBA | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2010 Fund | RBB | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2015 Fund | RBC | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2020 Fund | RBD | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2025 Fund | RBE | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2030 Fund | RBG | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2035 Fund | RBH | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2040 Fund | RBJ | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2045 Fund | RBK | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2050 Fund | RBL | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2055 Fund | RBM | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2060 Fund | RBN | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2065 Fund | RBO | Mutual Fund - Series | |
T. Rowe Price Retirement Income 2020 Fund | RIB | Mutual Fund - Series | |
T. Rowe Price Retirement I 2005 Fund—I Class | RBI | Mutual Fund - Series |
292
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Retirement I 2010 Fund—I Class | RCI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2015 Fund—I Class | RDI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2020 Fund—I Class | RFI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2025 Fund—I Class | RGI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2030 Fund—I Class | RHI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2035 Fund—I Class | RII | Mutual Fund - Series | |
T. Rowe Price Retirement I 2040 Fund—I Class | RJI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2045 Fund—I Class | RKI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2050 Fund—I Class | RMI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2055 Fund—I Class | RNI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2060 Fund—I Class | ROI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2065 Fund—I Class | RRI | Mutual Fund - Series | |
T. Rowe Price Retirement Balanced I Fund—I Class | RQI | Mutual Fund - Series | |
T. Rowe Price Target 2005 Fund | TRA | Mutual Fund - Series | |
T. Rowe Price Target 2010 Fund | TRB | Mutual Fund - Series | |
T. Rowe Price Target 2015 Fund | TRC | Mutual Fund - Series | |
T. Rowe Price Target 2020 Fund | TRD | Mutual Fund - Series | |
T. Rowe Price Target 2025 Fund | TRE | Mutual Fund - Series | |
T. Rowe Price Target 2030 Fund | TRG | Mutual Fund - Series | |
T. Rowe Price Target 2035 Fund | TRH | Mutual Fund - Series | |
T. Rowe Price Target 2040 Fund | TRJ | Mutual Fund - Series | |
T. Rowe Price Target 2045 Fund | TRL | Mutual Fund - Series | |
T. Rowe Price Target 2050 Fund | TRM | Mutual Fund - Series | |
T. Rowe Price Target 2055 Fund | TRN | Mutual Fund - Series | |
T. Rowe Price Target 2060 Fund | TRO | Mutual Fund - Series |
293
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Target 2065 Fund | TRQ | Mutual Fund - Series | |
T. Rowe Price Spectrum Fund, Inc. | SPC | Mutual Fund - Parent | |
Spectrum Growth Fund | SPG | Mutual Fund - Series | |
Spectrum Income Fund | SPI | Mutual Fund - Series | |
Spectrum International Fund | SPF | Mutual Fund - Series |
294
AMENDMENT
NO. 22
TO
Fund Accounting Agreement
This Amendment No. 22 (this “Amendment”) is made and entered into effective as of January 4, 2021 by and between each Fund listed on amended Exhibit A (each a “Fund” or collectively the “Funds”), attached hereto as attachment A, T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office located at 100 E. Pratt Street, Baltimore, Maryland 21202 (“TRP”) and THE BANK OF NEW YORK MELLON, a bank organized under the Laws of the State of New York, having its principal office located at 240 Greenwich Street, New York, New York 10286 (“BNY Mellon”).
WHEREAS, each Fund, TRP, and BNY Mellon have entered into a Fund Accounting Agreement, dated as of August 1, 2015 (the “Fund Accounting Agreement”); and
WHEREAS, each Fund, TRP, and BNY Mellon desire to amend the Fund Accounting Agreement to reflect certain changes as set forth in this Amendment.
NOW, THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, intending to be legally bound, each Fund, TRP, and BNY Mellon hereby agree as follows:
1. DEFINITIONS
Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Fund Accounting Agreement.
2. AMENDED EXHIBIT A
Exhibit A to the Fund Accounting Agreement is hereby amended by removing T. Rowe Price Institutional Core Plus Fund as a Mutual Fund – Series of the T. Rowe Price Institutional Income Funds, Inc.; by adding T. Rowe Price Global Impact Equity Fund as a Mutual Fund –
295
Series of the T. Rowe Price International Funds, Inc.; by removing T. Rowe Price Summit Municipal Money Market Fund as a Mutual Fund – Series of T. Rowe Price Summit Municipal Funds, Inc.; and by changing the name of Spectrum Growth Fund, Spectrum Income Fund, and Spectrum International Fund, each a Mutual Fund – Series of T. Rowe Price Spectrum Fund, Inc., to T. Rowe Price Spectrum Diversified Equity Fund, T. Rowe Price Spectrum Income Fund, and T. Rowe Price Spectrum International Equity Fund, respectively.
3. EFFECT ON FUND ACCOUNTING AGREEMENT
In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.
4. GOVERNING LAW
The laws of the State of New York and the federal laws of the United States applicable therein shall govern, construe, and enforce all of the rights, duties, and obligations arising out of or related in any manner to, the subject matter of this Amendment, notwithstanding any conflict of laws principles.
5. COUNTERPARTS/FACSIMILE
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. This Amendment may also be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.
296
[Signature page follows.]
297
IN WITNESS WHEREOF, each Fund, TRP, and BNY Mellon have executed
or caused this Amendment to be executed as of the date and year first above written by its duly authorized
representative.
THE BANK OF NEW YORK MELLON |
By: /s/Scott Russell |
Name: Scott Russell |
Title: Vice President |
Date: January 4, 2021 |
T. ROWE PRICE ASSOCIATES, INC. |
By: /s/David Oestreicher |
Name: David Oestreicher |
Title: Vice President |
Date: January 4, 2021 |
On behalf of each Fund listed in Amended Exhibit A |
By: /s/Fran Pollack-Matz |
Name: Fran Pollack-Matz |
Title: Vice President |
Date: January 4, 2021 |
298
ATTACHMENT A
Amended Exhibit A
Mutual Fund Entity Name | Reference ID | Entity Type | |
‘40 Act Registered Funds |
|
| |
T. Rowe Price Balanced Fund, Inc. | BAL | Mutual Fund - Parent | |
T. Rowe Price Blue Chip Growth Fund, Inc. | BCG | Mutual Fund - Parent | |
T. Rowe Price Capital Appreciation Fund, Inc. | CAF | Mutual Fund - Parent | |
T. Rowe Price Communications & Technology Fund, Inc. | MTF | Mutual Fund - Parent | |
T. Rowe Price Corporate Income Fund, Inc. | CIF | Mutual Fund - Parent | |
T. Rowe Price Credit Opportunities Fund, Inc. | CRO | Mutual Fund - Parent | |
T. Rowe Price Diversified Mid-Cap Growth Fund, Inc. | DMG | Mutual Fund - Parent | |
T. Rowe Price Dividend Growth Fund, Inc. | DGF | Mutual Fund - Parent | |
T. Rowe Price Equity Funds, Inc. | IEF | Mutual Fund - Parent | |
T. Rowe Price Institutional Large-Cap Core Growth Fund | LCC | Mutual Fund - Series | |
T. Rowe Price Large-Cap Growth Fund | LCG | Mutual Fund - Series | |
T. Rowe Price Large-Cap Value Fund | LCV | Mutual Fund - Series | |
T. Rowe Price Institutional Mid-Cap Equity Growth Fund | MCE | Mutual Fund - Series | |
T. Rowe Price Institutional Small-Cap Stock Fund | SCI | Mutual Fund - Series | |
T. Rowe Price Equity Income Fund, Inc. | EIF | Mutual Fund - Parent | |
T. Rowe Price Equity Series, Inc. | EQS | Mutual Fund - Parent | |
T. Rowe Price Blue Chip Growth Portfolio | BCP | Mutual Fund - Series | |
T. Rowe Price Equity Income Portfolio | EIP | Mutual Fund - Series | |
T. Rowe Price Equity Index 500 Portfolio | EXP | Mutual Fund - Series | |
T. Rowe Price Health Sciences Portfolio | HSP | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Growth Portfolio | MGP | Mutual Fund - Series |
299
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Moderate Allocation Portfolio | PSP | Mutual Fund - Series | |
T. Rowe Price New America Growth Portfolio | NAP | Mutual Fund - Series | |
T. Rowe Price Financial Services Fund, Inc. | FSF | Mutual Fund - Parent | |
T. Rowe Price Fixed Income Series, Inc. | FIS | Mutual Fund - Parent | |
T. Rowe Price Government Money Portfolio | PRP | Mutual Fund - Series | |
T. Rowe Price Limited-Term Bond Portfolio | LTP | Mutual Fund - Series | |
T. Rowe Price Floating Rate Fund, Inc. | FRI | Mutual Fund - Parent | |
T. Rowe Price Global Allocation Fund, Inc. | GAF | Mutual Fund - Parent | |
T. Rowe Price Global Funds, Inc. | IIF | Mutual Fund - Parent | |
T. Rowe Price Institutional Emerging Markets Bond Fund | IEB | Mutual Fund - Series | |
T. Rowe Price Institutional Emerging Markets Equity Fund | IEM | Mutual Fund - Series | |
T. Rowe Price Global Value Equity Fund | IGV | Mutual Fund - Series | |
T. Rowe Price Institutional International Disciplined Equity Fund | ICE | Mutual Fund - Series | |
T. Rowe Price Global Multi-Sector Bond Fund, Inc. | SNF | Mutual Fund - Parent | |
T. Rowe Price Global Real Estate Fund, Inc. | GRE | Mutual Fund - Parent | |
T. Rowe Price Global Technology Fund, Inc. | GTF | Mutual Fund - Parent | |
T. Rowe Price GNMA Fund, Inc. | GMA | Mutual Fund - Parent | |
T. Rowe Price Government Money Fund, Inc. | PRF | Mutual Fund - Parent | |
T. Rowe Price Growth & Income Fund, Inc. | GIF | Mutual Fund - Parent | |
T. Rowe Price Growth Stock Fund, Inc. | GSF | Mutual Fund - Parent | |
T. Rowe Price Health Sciences Fund, Inc. | HSF | Mutual Fund - Parent | |
T. Rowe Price High Yield Fund, Inc. | HYF | Mutual Fund - Parent | |
T. Rowe Price U.S. High Yield Fund | UHY | Mutual Fund - Series | |
T. Rowe Price Index Trust, Inc. | INDX | Mutual Fund - Parent | |
T. Rowe Price Equity Index 500 Fund | EXF | Mutual Fund - Series |
300
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Extended Equity Market Index Fund | XMX | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Index Fund | MCX | Mutual Fund - Series | |
T. Rowe Price Small-Cap Index Fund | SCX | Mutual Fund - Series | |
T. Rowe Price U.S. Limited Duration TIPS Index Fund | LDX | Mutual Fund - Series | |
T. Rowe Price Total Equity Market Index Fund | TMX | Mutual Fund - Series | |
T. Rowe Price Inflation Protected Bond Fund, Inc. | IPB | Mutual Fund - Parent | |
T. Rowe Price Institutional Income Funds, Inc. | IINCF | Mutual Fund - Parent | |
T. Rowe Price Institutional Cash Reserves Fund | ICM | Mutual Fund - Series | |
T. Rowe Price Institutional Floating Rate Fund | IFR | Mutual Fund - Series | |
T. Rowe Price Institutional High Yield Fund | HYI | Mutual Fund - Series | |
T. Rowe Price Institutional Long Duration Credit Fund | LDC | Mutual Fund - Series | |
T. Rowe Price Intermediate Tax-Free High Yield Fund, Inc. | ITF | Mutual Fund - Parent | |
T. Rowe Price International Funds, Inc. | PIF | Mutual Fund - Parent | |
T. Rowe Price Africa & Middle East Fund | AME | Mutual Fund - Series | |
T. Rowe Price Asia Opportunities Fund | AOF | Mutual Fund - Series | |
T. Rowe Price China Evolution Equity Fund | CEE | Mutual Fund - Series | |
T. Rowe Price Dynamic Credit Fund | DCF | Mutual Fund - Series | |
T. Rowe Price Dynamic Global Bond Fund | GUN | Mutual Fund - Series | |
T. Rowe Price Emerging Europe Fund | EEM | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Bond Fund | EMB | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Corporate Bond Fund | EMC | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Discovery Stock Fund | EMV | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Currency Bond Fund | EML | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Stock Fund | EMS | Mutual Fund - Series | |
T. Rowe Price European Stock Fund | ESF | Mutual Fund - Series |
301
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Global Consumer Fund | GCF | Mutual Fund - Series | |
T. Rowe Price Global Growth Stock Fund | GLE | Mutual Fund - Series | |
T. Rowe Price Global High Income Bond Fund | GHI | Mutual Fund - Series | |
T. Rowe Price Global Impact Equity Fund | GPF | Mutual Fund - Series | |
T. Rowe Price Global Industrials Fund | IND | Mutual Fund - Series | |
T. Rowe Price Global Stock Fund | GLS | Mutual Fund - Series | |
T. Rowe Price International Bond Fund | IBF | Mutual Fund - Series | |
T. Rowe Price International Bond Fund (USD Hedged) | IBH | Mutual Fund - Series | |
T. Rowe Price International Disciplined Equity Fund | ICN | Mutual Fund - Series | |
T. Rowe Price International Discovery Fund | IDF | Mutual Fund - Series | |
T. Rowe Price International Stock Fund | ISF | Mutual Fund - Series | |
T. Rowe Price International Value Equity Fund | IGI | Mutual Fund - Series | |
T. Rowe Price Japan Fund | JAF | Mutual Fund - Series | |
T. Rowe Price Latin America Fund | LAM | Mutual Fund - Series | |
T. Rowe Price New Asia Fund | NAS | Mutual Fund - Series | |
T. Rowe Price Overseas Stock Fund | OSF | Mutual Fund - Series | |
T. Rowe Price International Index Fund, Inc. | IIXF | Mutual Fund - Parent | |
T. Rowe Price International Equity Index Fund | IXF | Mutual Fund - Series | |
T. Rowe Price International Series, Inc. | INS | Mutual Fund - Parent | |
T. Rowe Price International Stock Portfolio | ISP | Mutual Fund - Series | |
T. Rowe Price Limited Duration Inflation Focused Bond Fund, Inc. | STI | Mutual Fund - Parent | |
T. Rowe Price Mid-Cap Growth Fund, Inc. | MCG | Mutual Fund - Parent | |
T. Rowe Price Mid-Cap Value Fund, Inc. | MCV | Mutual Fund - Parent | |
T. Rowe Price Multi-Sector Account Portfolios, Inc. | MAPS | Mutual Fund - Parent |
302
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio | EBS | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio | ELS | Mutual Fund - Series | |
T. Rowe Price Floating Rate Multi-Sector Account Portfolio | FRS | Mutual Fund - Series | |
T. Rowe Price High Yield Multi-Sector Account Portfolio | HYS | Mutual Fund - Series | |
T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio | IGS | Mutual Fund - Series | |
T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio | MBS | Mutual Fund - Series | |
T. Rowe Price Multi-Strategy Total Return Fund, Inc. | MSR | Mutual Fund - Parent | |
T. Rowe Price New America Growth Fund, Inc. | NAG | Mutual Fund - Parent | |
T. Rowe Price New Era Fund, Inc. | NEF | Mutual Fund - Parent | |
T. Rowe Price New Horizons Fund, Inc. | NHF | Mutual Fund - Parent | |
T. Rowe Price New Income Fund, Inc. | NIF | Mutual Fund - Parent | |
T. Rowe Price QM U.S. Bond Index Fund, Inc. | UBX | Mutual Fund - Parent | |
T. Rowe Price Quantitative Management Funds, Inc. | QUANT | Mutual Fund - Parent | |
T. Rowe Price QM Global Equity Fund | QGE | Mutual Fund - Series | |
T. Rowe Price QM U.S. Small-Cap Growth Equity Fund | DSG | Mutual Fund - Series | |
T. Rowe Price QM U.S. Small & Mid-Cap Core Equity Fund | QSM | Mutual Fund - Series | |
T. Rowe Price QM U.S. Value Equity Fund | QMV | Mutual Fund - Series | |
T. Rowe Price Real Assets Fund, Inc. | RAF | Mutual Fund - Parent | |
T. Rowe Price Real Estate Fund, Inc. | REF | Mutual Fund - Parent | |
T. Rowe Price Reserve Investment Funds, Inc. | RESFDS | Mutual Fund - Parent | |
T. Rowe Price Government Reserve Fund | RES | Mutual Fund - Series | |
T. Rowe Price Short-Term Government Fund | GRI | Mutual Fund - Series | |
T. Rowe Price Short-Term Fund | REI | Mutual Fund - Series | |
T. Rowe Price Transition Fund | TNF | Mutual Fund - Series |
303
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Treasury Reserve Fund | GRS | Mutual Fund - Series | |
T. Rowe Price Science & Technology Fund, Inc. | STF | Mutual Fund - Parent | |
T. Rowe Price Short-Term Bond Fund, Inc. | STB | Mutual Fund - Parent | |
T. Rowe Price Short Duration Income Fund | SDI | Mutual Fund - Series | |
T. Rowe Price Ultra Short-Term Bond Fund | SBF | Mutual Fund - Series | |
T. Rowe Price Small-Cap Stock Fund, Inc. | SCS | Mutual Fund - Parent | |
T. Rowe Price Small-Cap Value Fund, Inc. | SCV | Mutual Fund - Parent | |
T. Rowe Price Spectrum Funds II, Inc. | PER | Mutual Fund - Parent | |
T. Rowe Price Spectrum Conservative Allocation Fund | PSI | Mutual Fund - Series | |
T. Rowe Price Spectrum Moderate Allocation Fund | PSB | Mutual Fund - Series | |
T. Rowe Price Spectrum Moderate Growth Allocation Fund | PSG | Mutual Fund - Series | |
T. Rowe Price State Tax-Free Funds, Inc. | STT | Mutual Fund - Parent | |
T. Rowe Price California Tax-Free Bond Fund | CAB | Mutual Fund - Series | |
T. Rowe Price California Tax-Free Money Fund | CAM | Mutual Fund - Series | |
T. Rowe Price Georgia Tax-Free Bond Fund | GAB | Mutual Fund - Series | |
T. Rowe Price Maryland Short-Term Tax-Free Bond Fund | MDS | Mutual Fund - Series | |
T. Rowe Price Maryland Tax-Free Bond Fund | MDB | Mutual Fund - Series | |
T. Rowe Price Maryland Tax-Free Money Fund | MDM | Mutual Fund - Series | |
T. Rowe Price New Jersey Tax-Free Bond Fund | NJB | Mutual Fund - Series | |
T. Rowe Price New York Tax-Free Bond Fund | NYB | Mutual Fund - Series | |
T. Rowe Price New York Tax-Free Money Fund | NYM | Mutual Fund - Series | |
T. Rowe Price Virginia Tax-Free Bond Fund | VAB | Mutual Fund - Series | |
T. Rowe Price Summit Funds, Inc. | SIF | Mutual Fund - Parent | |
T. Rowe Price Cash Reserves Fund | SCR | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Funds, Inc. | SMF | Mutual Fund - Parent |
304
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Summit Municipal Income Fund | SMI | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Intermediate Fund | SMT | Mutual Fund - Series | |
T. Rowe Price Tax-Efficient Funds, Inc. | TEF | Mutual Fund - Parent | |
T. Rowe Price Tax-Efficient Equity Fund | TMC | Mutual Fund - Series | |
T. Rowe Price Tax-Exempt Money Fund, Inc. | TEM | Mutual Fund - Parent | |
T. Rowe Price Tax-Free High Yield Fund, Inc. | TFH | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Income Fund, Inc. | TFI | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Short-Intermediate Fund, Inc. | TFS | Mutual Fund - Parent | |
T. Rowe Price Total Return Fund, Inc. | TTF | Mutual Fund - Parent | |
T. Rowe Price U.S. Equity Research Fund, Inc. | COF | Mutual Fund - Parent | |
T. Rowe Price U.S. Large-Cap Core Fund, Inc. | LCF | Mutual Fund - Parent | |
T. Rowe Price U.S. Treasury Funds, Inc. | USTF | Mutual Fund - Parent | |
T. Rowe Price U.S. Treasury Intermediate Index Fund | USI | Mutual Fund - Series | |
T. Rowe Price U.S. Treasury Long-Term Index Fund | USL | Mutual Fund - Series | |
T. Rowe Price U.S. Treasury Money Fund | UST | Mutual Fund - Series | |
T. Rowe Price Value Fund, Inc. | VAL | Mutual Fund - Parent | |
'40 Act Registered Fund of Funds | |||
T. Rowe Price Retirement Funds, Inc. | RDF | Mutual Fund - Parent | |
T. Rowe Price Retirement 2005 Fund | RPJ | Mutual Fund - Series | |
T. Rowe Price Retirement 2010 Fund | RPA | Mutual Fund - Series | |
T. Rowe Price Retirement 2015 Fund | RPG | Mutual Fund - Series | |
T. Rowe Price Retirement 2020 Fund | RPB | Mutual Fund - Series | |
T. Rowe Price Retirement 2025 Fund | RPH | Mutual Fund - Series |
305
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Retirement 2030 Fund | RPC | Mutual Fund - Series | |
T. Rowe Price Retirement 2035 Fund | RPI | Mutual Fund - Series | |
T. Rowe Price Retirement 2040 Fund | RPD | Mutual Fund - Series | |
T. Rowe Price Retirement 2045 Fund | RPK | Mutual Fund - Series | |
T. Rowe Price Retirement 2050 Fund | RPL | Mutual Fund - Series | |
T. Rowe Price Retirement 2055 Fund | RPM | Mutual Fund - Series | |
T. Rowe Price Retirement 2060 Fund | RPN | Mutual Fund - Series | |
T. Rowe Price Retirement 2065 Fund | RPO | Mutual Fund - Series | |
T. Rowe Price Retirement Balanced Fund | RPE | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2005 Fund | RBA | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2010 Fund | RBB | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2015 Fund | RBC | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2020 Fund | RBD | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2025 Fund | RBE | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2030 Fund | RBG | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2035 Fund | RBH | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2040 Fund | RBJ | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2045 Fund | RBK | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2050 Fund | RBL | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2055 Fund | RBM | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2060 Fund | RBN | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2065 Fund | RBO | Mutual Fund - Series | |
T. Rowe Price Retirement Income 2020 Fund | RIB | Mutual Fund - Series | |
T. Rowe Price Retirement I 2005 Fund—I Class | RBI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2010 Fund—I Class | RCI | Mutual Fund - Series |
306
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Retirement I 2015 Fund—I Class | RDI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2020 Fund—I Class | RFI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2025 Fund—I Class | RGI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2030 Fund—I Class | RHI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2035 Fund—I Class | RII | Mutual Fund - Series | |
T. Rowe Price Retirement I 2040 Fund—I Class | RJI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2045 Fund—I Class | RKI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2050 Fund—I Class | RMI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2055 Fund—I Class | RNI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2060 Fund—I Class | ROI | Mutual Fund - Series | |
T. Rowe Price Retirement I 2065 Fund—I Class | RRI | Mutual Fund - Series | |
T. Rowe Price Retirement Balanced I Fund—I Class | RQI | Mutual Fund - Series | |
T. Rowe Price Target 2005 Fund | TRA | Mutual Fund - Series | |
T. Rowe Price Target 2010 Fund | TRB | Mutual Fund - Series | |
T. Rowe Price Target 2015 Fund | TRC | Mutual Fund - Series | |
T. Rowe Price Target 2020 Fund | TRD | Mutual Fund - Series | |
T. Rowe Price Target 2025 Fund | TRE | Mutual Fund - Series | |
T. Rowe Price Target 2030 Fund | TRG | Mutual Fund - Series | |
T. Rowe Price Target 2035 Fund | TRH | Mutual Fund - Series | |
T. Rowe Price Target 2040 Fund | TRJ | Mutual Fund - Series | |
T. Rowe Price Target 2045 Fund | TRL | Mutual Fund - Series | |
T. Rowe Price Target 2050 Fund | TRM | Mutual Fund - Series | |
T. Rowe Price Target 2055 Fund | TRN | Mutual Fund - Series | |
T. Rowe Price Target 2060 Fund | TRO | Mutual Fund - Series | |
T. Rowe Price Target 2065 Fund | TRQ | Mutual Fund - Series |
307
Mutual Fund Entity Name | Reference ID | Entity Type | |
T. Rowe Price Spectrum Fund, Inc. | SPC | Mutual Fund - Parent | |
T. Rowe Price Spectrum Diversified Equity Fund | SPG | Mutual Fund - Series | |
T. Rowe Price Spectrum Income Fund | SPI | Mutual Fund - Series | |
T. Rowe Price Spectrum International Equity Fund | SPF | Mutual Fund - Series |
308
AMENDMENT
NO. 23
TO
Fund Accounting Agreement
This Amendment No. 23 (this “Amendment”) is made and entered into effective as of September 1, 2021 by and between each Fund listed on amended Exhibit A (each a “Fund” or collectively the “Funds”), attached hereto as attachment A, T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office located at 100 E. Pratt Street, Baltimore, Maryland 21202 (“TRP”) and THE BANK OF NEW YORK MELLON, a bank organized under the Laws of the State of New York, having its principal office located at 240 Greenwich Street, New York, New York 10286 (“BNY Mellon”).
WHEREAS, each Fund, TRP, and BNY Mellon have entered into a Fund Accounting Agreement, dated as of August 1, 2015 (the “Fund Accounting Agreement”); and
WHEREAS, each Fund, TRP, and BNY Mellon desire to amend the Fund Accounting Agreement to reflect certain changes as set forth in this Amendment.
NOW, THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, intending to be legally bound, each Fund, TRP, and BNY Mellon hereby agree as follows:
1. DEFINITIONS
Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Fund Accounting Agreement.
2. AMENDED EXHIBIT A
Exhibit A to the Fund Accounting Agreement is hereby amended by removing T. Rowe Price Growth & Income Fund, Inc.; by removing T. Rowe Price Institutional Cash Reserves Fund as a Mutual Fund – Series of the T. Rowe Price Institutional Income Funds, Inc.; by
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removing T. Rowe Price Short-Term Government Fund as a Mutual Fund – Series of the T. Rowe Price Reserve Investment Funds, Inc.; by removing T. Rowe Price California Tax-Free Money Fund and T. Rowe Price New York Tax-Free Money Fund, each as a Mutual Fund – Series of the T. Rowe Price State Tax-Free Funds, Inc.; by changing the name of T. Rowe Price New America Growth Portfolio, a Mutual Fund – Series of the T. Rowe Price Equity Series, Inc. to T. Rowe Price All-Cap Opportunities Portfolio; and by changing the name of T. Rowe Price New America Growth Fund, Inc., to T. Rowe Price All-Cap Opportunities Fund, Inc.
3. EFFECT ON FUND ACCOUNTING AGREEMENT
In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.
4. GOVERNING LAW
The laws of the State of New York and the federal laws of the United States applicable therein shall govern, construe, and enforce all of the rights, duties, and obligations arising out of or related in any manner to, the subject matter of this Amendment, notwithstanding any conflict of laws principles.
5. COUNTERPARTS/FACSIMILE
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties.
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This Amendment may also be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.
[Signature page follows.]
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IN WITNESS WHEREOF, each Fund, TRP, and BNY Mellon have executed
or caused this Amendment to be executed as of the date and year first above written by its duly authorized
representative.
THE BANK OF NEW YORK MELLON |
By: /s/Scott Russell |
Name: Scott Russell |
Title: Vice President |
Date: September 8, 2021 |
T. ROWE PRICE ASSOCIATES, INC. |
By: /s/David Oestreicher |
Name: David Oestreicher |
Title: Vice President |
Date: September 1, 2021 |
On behalf of each Fund listed in Amended Exhibit A |
By: /s/Fran Pollack-Matz |
Name: Fran Pollack-Matz |
Title: Vice President |
Date: September 1, 2021 |
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ATTACHMENT A
Amended Exhibit A
Mutual Fund Entity Name | Reference ID | Eagle Fund Code | Entity Type | |
‘40 Act Registered Funds | ||||
T. Rowe Price All-Cap Opportunities Fund, Inc. | NAG | 7018 | Mutual Fund - Parent | |
T. Rowe Price Balanced Fund, Inc. | BAL | 7047 | Mutual Fund - Parent | |
T. Rowe Price Blue Chip Growth Fund, Inc. | BCG | 70A6 | Mutual Fund - Parent | |
T. Rowe Price Capital Appreciation Fund, Inc. | CAF | 7025 | Mutual Fund - Parent | |
T. Rowe Price Communications & Technology Fund, Inc. | MTF | 70A9 | Mutual Fund - Parent | |
T. Rowe Price Corporate Income Fund, Inc. | CIF | 70E6 | Mutual Fund - Parent | |
T. Rowe Price Credit Opportunities Fund, Inc. | CRO | 70E9 | Mutual Fund - Parent | |
T. Rowe Price Diversified Mid-Cap Growth Fund, Inc. | DMG | 70Q7 | Mutual Fund - Parent | |
T. Rowe Price Dividend Growth Fund, Inc. | DGF | 7081 | Mutual Fund - Parent | |
T. Rowe Price Equity Funds, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Institutional Large-Cap Core Growth Fund | LCC | 70N7 | Mutual Fund - Series | |
T. Rowe Price Large-Cap Growth Fund | LCG | 70K2 | Mutual Fund - Series | |
T. Rowe Price Large-Cap Value Fund | LCV | 70H6 | Mutual Fund - Series | |
T. Rowe Price Institutional Mid-Cap Equity Growth Fund | MCE | 70F5 | Mutual Fund - Series | |
T. Rowe Price Institutional Small-Cap Stock Fund | SCI | 70H5 | Mutual Fund - Series | |
T. Rowe Price Equity Income Fund, Inc. | EIF | 7019 | Mutual Fund - Parent | |
T. Rowe Price Equity Series, Inc. | Mutual Fund - Parent | |||
T. Rowe Price All-Cap Opportunities Portfolio | NAP | 70D2 | Mutual Fund - Series | |
T. Rowe Price Blue Chip Growth Portfolio | BCP | 70J6 | Mutual Fund - Series | |
T. Rowe Price Equity Income Portfolio | EIP | 70D1 | Mutual Fund - Series | |
T. Rowe Price Equity Index 500 Portfolio | EXP | 70J7 | Mutual Fund - Series | |
T. Rowe Price Health Sciences Portfolio | HSP | 70J5 | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Growth Portfolio | MGP | 70F9 | Mutual Fund - Series | |
T. Rowe Price Moderate Allocation Portfolio | PSP | 70E0 | Mutual Fund - Series | |
T. Rowe Price Financial Services Fund, Inc. | FSF | 70F7 | Mutual Fund - Parent | |
T. Rowe Price Fixed Income Series, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Government Money Portfolio | PRP | 70F8 | Mutual Fund - Series | |
T. Rowe Price Limited-Term Bond Portfolio | LTP | 70D4 | Mutual Fund - Series | |
T. Rowe Price Floating Rate Fund, Inc. | FRI | 70BE | Mutual Fund - Parent |
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Mutual Fund Entity Name | Reference ID | Eagle Fund Code | Entity Type | |
T. Rowe Price Global Allocation Fund, Inc. | GAF | 70DX | Mutual Fund - Parent | |
T. Rowe Price Global Funds, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Institutional Emerging Markets Bond Fund | IEB | 70V0 | Mutual Fund - Series | |
T. Rowe Price Institutional Emerging Markets Equity Fund | IEM | 70N6 | Mutual Fund - Series | |
T. Rowe Price Global Value Equity Fund | IGV | 70DF | Mutual Fund - Series | |
T. Rowe Price Institutional International Disciplined Equity Fund | ICE | 70AQ | Mutual Fund - Series | |
T. Rowe Price Global Multi-Sector Bond Fund, Inc. | SNF | 70AF | Mutual Fund - Parent | |
T. Rowe Price Global Real Estate Fund, Inc. | GRE | 70AD | Mutual Fund - Parent | |
T. Rowe Price Global Technology Fund, Inc. | GTF | 70I2 | Mutual Fund - Parent | |
T. Rowe Price GNMA Fund, Inc. | GMA | 7020 | Mutual Fund - Parent | |
T. Rowe Price Government Money Fund, Inc. | PRF | 7005 | Mutual Fund - Parent | |
T. Rowe Price Growth Stock Fund, Inc. | GSF | 7004 | Mutual Fund - Parent | |
T. Rowe Price Health Sciences Fund, Inc. | HSF | 70F1 | Mutual Fund - Parent | |
T. Rowe Price High Yield Fund, Inc. | HYF | 7016 | Mutual Fund - Parent | |
T. Rowe Price U.S. High Yield Fund | UHY | 70KA | Mutual Fund - Series | |
T. Rowe Price Index Trust, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Equity Index 500 Fund | EXF | 7041 | Mutual Fund - Series | |
T. Rowe Price Extended Equity Market Index Fund | XMX | 70G8 | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Index Fund | MCX | 70HE | Mutual Fund - Series | |
T. Rowe Price Small-Cap Index Fund | SCX | 70HF | Mutual Fund - Series | |
T. Rowe Price U.S. Limited Duration TIPS Index Fund | LDX | 70NZ | Mutual Fund - Series | |
T. Rowe Price Total Equity Market Index Fund | TMX | 70G9 | Mutual Fund - Series | |
T. Rowe Price Inflation Protected Bond Fund, Inc. | IPB | 70N5 | Mutual Fund - Parent | |
T. Rowe Price Institutional Income Funds, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Institutional Floating Rate Fund | IFR | 70W0 | Mutual Fund - Series | |
T. Rowe Price Institutional High Yield Fund | HYI | 70J2 | Mutual Fund - Series | |
T. Rowe Price Institutional Long Duration Credit Fund | LDC | 70DW | Mutual Fund - Series | |
T. Rowe Price Intermediate Tax-Free High Yield Fund, Inc. | ITF | 70FM | Mutual Fund - Parent | |
T. Rowe Price International Funds, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Africa & Middle East Fund | AME | 70V6 | Mutual Fund - Series | |
T. Rowe Price Asia Opportunities Fund | AOF | 70FB | Mutual Fund - Series | |
T. Rowe Price China Evolution Equity Fund | CEE | 70LY | Mutual Fund - Series | |
T. Rowe Price Dynamic Credit Fund | DCF | 70LD | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Eagle Fund Code | Entity Type | |
T. Rowe Price Dynamic Global Bond Fund | GUN | 70GB | Mutual Fund - Series | |
T. Rowe Price Emerging Europe Fund | EEM | 70I1 | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Bond Fund | EMB | 70E3 | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Corporate Bond Fund | EMC | 70DB | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Discovery Stock Fund | EMV | 70FY | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Currency Bond Fund | EML | 70BA | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Stock Fund | EMS | 70E4 | Mutual Fund - Series | |
T. Rowe Price European Stock Fund | ESF | 7040 | Mutual Fund - Series | |
T. Rowe Price Global Consumer Fund | GCF | 70HQ | Mutual Fund - Series | |
T. Rowe Price Global Growth Stock Fund | GLE | 70AE | Mutual Fund - Series | |
T. Rowe Price Global High Income Bond Fund | GHI | 70GD | Mutual Fund - Series | |
T. Rowe Price Global Impact Equity Fund | GPF | 70PR | Mutual Fund - Series | |
T. Rowe Price Global Industrials Fund | IND | 70E7 | Mutual Fund - Series | |
T. Rowe Price Global Stock Fund | GLS | 70F2 | Mutual Fund - Series | |
T. Rowe Price International Bond Fund | IBF | 7022 | Mutual Fund - Series | |
T. Rowe Price International Bond Fund (USD Hedged) | IBH | 70JB | Mutual Fund - Series | |
T. Rowe Price International Disciplined Equity Fund | ICN | 70FN | Mutual Fund - Series | |
T. Rowe Price International Discovery Fund | IDF | 7033 | Mutual Fund - Series | |
T. Rowe Price International Stock Fund | ISF | 7007 | Mutual Fund - Series | |
T. Rowe Price International Value Equity Fund | IGI | 70H1 | Mutual Fund - Series | |
T. Rowe Price Japan Fund | JAF | 7000 | Mutual Fund - Series | |
T. Rowe Price Latin America Fund | LAM | 70C5 | Mutual Fund - Series | |
T. Rowe Price New Asia Fund | NAS | 7045 | Mutual Fund - Series | |
T. Rowe Price Overseas Stock Fund | OSF | 70V1 | Mutual Fund - Series | |
T. Rowe Price International Index Fund, Inc. | Mutual Fund - Parent | |||
T. Rowe Price International Equity Index Fund | IXF | 70J3 | Mutual Fund - Series | |
T. Rowe Price International Series, Inc. | Mutual Fund - Parent | |||
T. Rowe Price International Stock Portfolio | ISP | 70C9 | Mutual Fund - Series | |
T. Rowe Price Limited Duration Inflation Focused Bond Fund, Inc. | STI | 70U8 | Mutual Fund - Parent | |
T. Rowe Price Mid-Cap Growth Fund, Inc. | MCG | 7057 | Mutual Fund - Parent | |
T. Rowe Price Mid-Cap Value Fund, Inc. | MCV | 70F3 | Mutual Fund - Parent | |
T. Rowe Price Multi-Sector Account Portfolios, Inc. | Mutual Fund - Parent |
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Mutual Fund Entity Name | Reference ID | Eagle Fund Code | Entity Type | |
T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio | EBS | 70AX | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio | ELS | 70AW | Mutual Fund - Series | |
T. Rowe Price Floating Rate Multi-Sector Account Portfolio | FRS | 70AV | Mutual Fund - Series | |
T. Rowe Price High Yield Multi-Sector Account Portfolio | HYS | 70AY | Mutual Fund - Series | |
T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio | IGS | 70AU | Mutual Fund - Series | |
T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio | MBS | 70DA | Mutual Fund - Series | |
T. Rowe Price Multi-Strategy Total Return Fund, Inc. | MSR | 70JD | Mutual Fund - Parent | |
T. Rowe Price New Era Fund, Inc. | NEF | 7002 | Mutual Fund - Parent | |
T. Rowe Price New Horizons Fund, Inc. | NHF | 7001 | Mutual Fund - Parent | |
T. Rowe Price New Income Fund, Inc. | NIF | 7003 | Mutual Fund - Parent | |
T. Rowe Price QM U.S. Bond Index Fund, Inc. | UBX | 70J1 | Mutual Fund - Parent | |
T. Rowe Price Quantitative Management Funds, Inc. | Mutual Fund - Parent | |||
T. Rowe Price QM Global Equity Fund | QGE | 70HM | Mutual Fund - Series | |
T. Rowe Price QM U.S. Small-Cap Growth Equity Fund | DSG | 70G4 | Mutual Fund - Series | |
T. Rowe Price QM U.S. Small & Mid-Cap Core Equity Fund | QSM | 70HL | Mutual Fund - Series | |
T. Rowe Price QM U.S. Value Equity Fund | QMV | 70HJ | Mutual Fund - Series | |
T. Rowe Price Real Assets Fund, Inc. | RAF | 70AP | Mutual Fund - Parent | |
T. Rowe Price Real Estate Fund, Inc. | REF | 70G7 | Mutual Fund - Parent | |
T. Rowe Price Reserve Investment Funds, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Government Reserve Fund | RES | 70G5 | Mutual Fund - Series | |
T. Rowe Price Short-Term Fund | REI | 70CW | Mutual Fund - Series | |
T. Rowe Price Transition Fund | TNF | 70PQ | Mutual Fund - Series | |
T. Rowe Price Treasury Reserve Fund | GRS | 70G6 | Mutual Fund - Series | |
T. Rowe Price Science & Technology Fund, Inc. | STF | 7030 | Mutual Fund - Parent | |
T. Rowe Price Short-Term Bond Fund, Inc. | STB | 7013 | Mutual Fund - Parent | |
T. Rowe Price Short Duration Income Fund | SDI | 70NP | Mutual Fund - Series | |
T. Rowe Price Ultra Short-Term Bond Fund | SBF | 70DH | Mutual Fund - Series | |
T. Rowe Price Small-Cap Stock Fund, Inc. | SCS | 7031 | Mutual Fund - Parent | |
T. Rowe Price Small-Cap Value Fund, Inc. | SCV | 7032 | Mutual Fund - Parent | |
T. Rowe Price Spectrum Funds II, Inc. | Mutual Fund - Parent |
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Mutual Fund Entity Name | Reference ID | Eagle Fund Code | Entity Type | |
T. Rowe Price Spectrum Conservative Allocation Fund | PSI | 70D6 | Mutual Fund - Series | |
T. Rowe Price Spectrum Moderate Allocation Fund | PSB | 70D7 | Mutual Fund - Series | |
T. Rowe Price Spectrum Moderate Growth Allocation Fund | PSG | 70D8 | Mutual Fund - Series | |
T. Rowe Price State Tax-Free Funds, Inc. | Mutual Fund - Parent | |||
T. Rowe Price California Tax-Free Bond Fund | CAB | 7026 | Mutual Fund - Series | |
T. Rowe Price Georgia Tax-Free Bond Fund | GAB | 7093 | Mutual Fund - Series | |
T. Rowe Price Maryland Short-Term Tax-Free Bond Fund | MDS | 7079 | Mutual Fund - Series | |
T. Rowe Price Maryland Tax-Free Bond Fund | MDB | 7029 | Mutual Fund - Series | |
T. Rowe Price Maryland Tax-Free Money Fund | MDM | 70K0 | Mutual Fund - Series | |
T. Rowe Price New Jersey Tax-Free Bond Fund | NJB | 7048 | Mutual Fund - Series | |
T. Rowe Price New York Tax-Free Bond Fund | NYB | 7023 | Mutual Fund - Series | |
T. Rowe Price Virginia Tax-Free Bond Fund | VAB | 7049 | Mutual Fund - Series | |
T. Rowe Price Summit Funds, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Cash Reserves Fund | SCR | 70B5 | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Funds, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Summit Municipal Income Fund | SMI | 70B9 | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Intermediate Fund | SMT | 70B8 | Mutual Fund - Series | |
T. Rowe Price Tax-Efficient Funds, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Tax-Efficient Equity Fund | TMC | 70J4 | Mutual Fund - Series | |
T. Rowe Price Tax-Exempt Money Fund, Inc. | TEM | 7008 | Mutual Fund - Parent | |
T. Rowe Price Tax-Free High Yield Fund, Inc. | TFH | 7017 | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Income Fund, Inc. | TFI | 7006 | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Short-Intermediate Fund, Inc. | TFS | 7012 | Mutual Fund - Parent | |
T. Rowe Price Total Return Fund, Inc. | TTF | 70HU | Mutual Fund - Parent | |
T. Rowe Price U.S. Equity Research Fund, Inc. | COF | 70E1 | Mutual Fund - Parent | |
T. Rowe Price U.S. Large-Cap Core Fund, Inc. | LCF | 70AH | Mutual Fund - Parent | |
T. Rowe Price U.S. Treasury Funds, Inc. | Mutual Fund - Parent | |||
T. Rowe Price U.S. Treasury Intermediate Index Fund | USI | 7036 | Mutual Fund - Series | |
T. Rowe Price U.S. Treasury Long-Term Index Fund | USL | 7037 | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Eagle Fund Code | Entity Type | |||||
T. Rowe Price U.S. Treasury Money Fund | UST | 7009 | Mutual Fund - Series | |||||
T. Rowe Price Value Fund, Inc. | VAL | 70D9 | Mutual Fund - Parent | |||||
'40 Act Registered Fund of Funds | ||||||||
T. Rowe Price Retirement Funds, Inc. | Mutual Fund - Parent | |||||||
T. Rowe Price Retirement 2005 Fund | RPJ | 70Q8 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2010 Fund | RPA | 70K4 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2015 Fund | RPG | 70Q9 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2020 Fund | RPB | 70K5 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2025 Fund | RPH | 70R0 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2030 Fund | RPC | 70K6 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2035 Fund | RPI | 70R1 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2040 Fund | RPD | 70K7 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2045 Fund | RPK | 70R9 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2050 Fund | RPL | 70V2 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2055 Fund | RPM | 70V3 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2060 Fund | RPN | 70FH | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2065 Fund | RPO | 70NR | Mutual Fund - Series | |||||
T. Rowe Price Retirement Balanced Fund | RPE | 70K9 | Mutual Fund - Series | |||||
T. Rowe Price Retirement Blend 2005 Fund | RFA | 70PA | Mutual Fund - Series | |||||
T. Rowe Price Retirement Blend 2010 Fund | RFB | 70PB | Mutual Fund - Series | |||||
T. Rowe Price Retirement Blend 2015 Fund | RFC | 70PD | Mutual Fund - Series | |||||
T. Rowe Price Retirement Blend 2020 Fund | RFD | 70PE | Mutual Fund - Series | |||||
T. Rowe Price Retirement Blend 2025 Fund | RFE | 70PF | Mutual Fund - Series | |||||
T. Rowe Price Retirement Blend 2030 Fund | RFF | 70PG | Mutual Fund - Series | |||||
T. Rowe Price Retirement Blend 2035 Fund | RFG | 70PH | Mutual Fund - Series | |||||
T. Rowe Price Retirement Blend 2040 Fund | RFH | 70PI | Mutual Fund - Series | |||||
T. Rowe Price Retirement Blend 2045 Fund | RFJ | 70PJ | Mutual Fund - Series | |||||
T. Rowe Price Retirement Blend 2050 Fund | RFK | 70PL | Mutual Fund - Series | |||||
T. Rowe Price Retirement Blend 2055 Fund | RFM | 70PM | Mutual Fund - Series | |||||
T. Rowe Price Retirement Blend 2060 Fund | RFN | 70PN | Mutual Fund - Series | |||||
T. Rowe Price Retirement Blend 2065 Fund | RFO | 70PO | Mutual Fund - Series | |||||
T. Rowe Price Retirement Income 2020 Fund | RIB | 70HZ | Mutual Fund - Series | |||||
T. Rowe Price Retirement I 2005 Fund—I Class | RBI | 70GM | Mutual Fund - Series | |||||
T. Rowe Price Retirement I 2010 Fund—I Class | RCI | 70GN | Mutual Fund - Series | |||||
T. Rowe Price Retirement I 2015 Fund—I Class | RDI | 70GO | Mutual Fund - Series | |||||
T. Rowe Price Retirement I 2020 Fund—I Class | RFI | 70GP | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Eagle Fund Code | Entity Type | |
T. Rowe Price Retirement I 2025 Fund—I Class | RGI | 70GQ | Mutual Fund - Series | |
T. Rowe Price Retirement I 2030 Fund—I Class | RHI | 70GR | Mutual Fund - Series | |
T. Rowe Price Retirement I 2035 Fund—I Class | RII | 70GS | Mutual Fund - Series | |
T. Rowe Price Retirement I 2040 Fund—I Class | RJI | 70GU | Mutual Fund - Series | |
T. Rowe Price Retirement I 2045 Fund—I Class | RKI | 70GV | Mutual Fund - Series | |
T. Rowe Price Retirement I 2050 Fund—I Class | RMI | 70GW | Mutual Fund - Series | |
T. Rowe Price Retirement I 2055 Fund—I Class | RNI | 70GX | Mutual Fund - Series | |
T. Rowe Price Retirement I 2060 Fund—I Class | ROI | 70GY | Mutual Fund - Series | |
T. Rowe Price Retirement I 2065 Fund—I Class | RRI | 70NS | Mutual Fund - Series | |
T. Rowe Price Retirement Balanced I Fund—I Class | RQI | 70GZ | Mutual Fund - Series | |
T. Rowe Price Target 2005 Fund | TRA | 70EA | Mutual Fund - Series | |
T. Rowe Price Target 2010 Fund | TRB | 70EB | Mutual Fund - Series | |
T. Rowe Price Target 2015 Fund | TRC | 70ED | Mutual Fund - Series | |
T. Rowe Price Target 2020 Fund | TRD | 70EF | Mutual Fund - Series | |
T. Rowe Price Target 2025 Fund | TRE | 70EG | Mutual Fund - Series | |
T. Rowe Price Target 2030 Fund | TRG | 70EH | Mutual Fund - Series | |
T. Rowe Price Target 2035 Fund | TRH | 70EI | Mutual Fund - Series | |
T. Rowe Price Target 2040 Fund | TRJ | 70EJ | Mutual Fund - Series | |
T. Rowe Price Target 2045 Fund | TRL | 70EL | Mutual Fund - Series | |
T. Rowe Price Target 2050 Fund | TRM | 70EM | Mutual Fund - Series | |
T. Rowe Price Target 2055 Fund | TRN | 70EN | Mutual Fund - Series | |
T. Rowe Price Target 2060 Fund | TRO | 70FI | Mutual Fund - Series | |
T. Rowe Price Target 2065 Fund | TRQ | 70NU | Mutual Fund - Series | |
T. Rowe Price Spectrum Fund, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Spectrum Diversified Equity Fund | SPG | 7043 | Mutual Fund - Series | |
T. Rowe Price Spectrum Income Fund | SPI | 7044 | Mutual Fund - Series | |
T. Rowe Price Spectrum International Equity Fund | SPF | 70G1 | Mutual Fund - Series |
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AMENDMENT
NO. 24
TO
Fund Accounting Agreement
This Amendment No. 24 (this “Amendment”) dated June 23, 2022 by and between each Fund listed on Exhibit A (each a “Fund” or collectively the “Funds”) to the Fund Accounting Agreement (as defined below), T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office located at 100 E. Pratt Street, Baltimore, Maryland 21202 (“TRP”) and THE BANK OF NEW YORK MELLON, a bank organized under the Laws of the State of New York, having its principal office located at 240 Greenwich Street, New York, New York 10286 (“BNY Mellon”).
WHEREAS, each Fund, TRP, and BNY Mellon have entered into a Fund Accounting Agreement, dated as of August 1, 2015 (the “Fund Accounting Agreement”); and
WHEREAS, each Fund, TRP, and BNY Mellon desire to amend the Fund Accounting Agreement to reflect certain changes as set forth in this Amendment.
NOW, THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, intending to be legally bound, each Fund, TRP, and BNY Mellon hereby agree as follows:
1. DEFINITIONS
Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Fund Accounting Agreement.
2. SERVICE LEVEL DESCRIPTION
The Fund Accounting Agreement is hereby amended by deleting the Service Level Description attached thereto and replacing it in its
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entirety with the new Service Level Description attached hereto as Attachment A.
3. NAV ERROR POLICY
The Fund Accounting Agreement is hereby amended by deleting Schedule II (NAV Error Policy) attached thereto and replacing it in its entirety with the new Schedule II (NAV Error Policy) attached hereto as Attachment B.
4. EFFECT ON FUND ACCOUNTING AGREEMENT
In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.
5. GOVERNING LAW
The laws of the State of New York and the federal laws of the United States applicable therein shall govern, construe, and enforce all of the rights, duties, and obligations arising out of or related in any manner to, the subject matter of this Amendment, notwithstanding any conflict of laws principles.
6. COUNTERPARTS/FACSIMILE
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. This Amendment may also be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.
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[Signature page follows.]
322
IN WITNESS WHEREOF, each Fund, TRP, and BNY Mellon have executed or caused this Amendment to be executed as of the date and year first above written by its duly authorized representative.
THE BANK OF NEW YORK MELLON |
By: /s/Scott Russell |
Name: Scott Russell |
Title: Vice President |
Date: June 30, 2022 |
T. ROWE PRICE ASSOCIATES, INC. |
By: /s/David Oestreicher |
Name: David Oestreicher |
Title: Vice President |
Date: June 30, 2022 |
On behalf of each Fund listed in Amended Exhibit A |
By: /s/Fran Pollack-Matz |
Name: Fran Pollack-Matz |
Title: Vice President |
Date: June 30, 2022 |
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AMENDMENT
NO. 25
TO
Fund Accounting Agreement
This corrected Amendment No. 25 (this “Amendment”) dated August 31, 2022 by and between each Fund listed on Exhibit A (each a “Fund” or collectively the “Funds”) to the Fund Accounting Agreement (as defined below), T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office located at 100 E. Pratt Street, Baltimore, Maryland 21202 (“TRP”) and THE BANK OF NEW YORK MELLON, a bank organized under the Laws of the State of New York, having its principal office located at 240 Greenwich Street, New York, New York 10286 (“BNY Mellon”). This Amendment corrects, supersedes and replaces, ab initio, that certain other Amendment No. 25 to the Fund Accounting Agreement which other Amendment No. 25 is dated, and was executed on, August 31, 2022.
WHEREAS, each Fund, TRP, and BNY Mellon have entered into a Fund Accounting Agreement, dated as of August 1, 2015 (the “Fund Accounting Agreement”); and
WHEREAS, each Fund, TRP, and BNY Mellon desire to amend the Fund Accounting Agreement to reflect certain changes as set forth in this Amendment.
NOW, THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, intending to be legally bound, each Fund, TRP, and BNY Mellon hereby agree as follows:
1. DEFINITIONS
Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Fund Accounting Agreement.
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2. SCHEDULE OF SERVICES
The Fund Accounting Agreement is hereby amended by deleting Schedule I (Schedule of Services) attached thereto and replacing it in its entirety with the new Schedule I (Schedule of Services) attached hereto as Attachment A.
3. COMPENSATION
The Fund Accounting Agreement is hereby amended by deleting Schedule IV (Compensation) attached thereto and replacing it in its entirety with the new Schedule IV (Compensation) attached hereto as Attachment B.
4. SERVICE LEVEL DESCRIPTION
The Fund Accounting Agreement is hereby amended by deleting the Service Level Description attached thereto and replacing it in its entirety with the new Service Level Description attached hereto as Attachment C.
5. EFFECT ON FUND ACCOUNTING AGREEMENT
In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.
6. GOVERNING LAW
The laws of the State of New York and the federal laws of the United States applicable therein shall govern, construe, and enforce all of the rights, duties, and obligations arising out of or related in any manner to,
325
the subject matter of this Amendment, notwithstanding any conflict of laws principles.
7. COUNTERPARTS/FACSIMILE
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. This Amendment may also be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.
[Signature page follows.]
326
IN WITNESS WHEREOF, each Fund, TRP, and BNY Mellon have executed or caused this Amendment to be executed as of the date and year first above written by its duly authorized representative.
THE BANK OF NEW YORK MELLON |
By: /s/Michael Green |
Name: Michael Green |
Title: Global Relationship Manager |
Date: November 29, 2022 |
T. ROWE PRICE ASSOCIATES, INC. |
By: /s/David Oestreicher |
Name: David Oestreicher |
Title: Vice President |
Date: November 28, 2022 |
On behalf of each Fund listed in Amended Exhibit A |
By: /s/Fran Pollack-Matz |
Name: Fran Pollack-Matz |
Title: Vice President |
Date: November 28, 2022 |
327
AMENDMENT
NO. 26
TO
Fund Accounting Agreement
This Amendment No. 26 (this “Amendment”) dated November 16, 2022 by and between each Fund listed on Exhibit A (each a “Fund” or collectively the “Funds”) to the Fund Accounting Agreement (as defined below), T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office located at 100 E. Pratt Street, Baltimore, Maryland 21202 (“TRP”) and THE BANK OF NEW YORK MELLON, a bank organized under the Laws of the State of New York, having its principal office located at 240 Greenwich Street, New York, New York 10286 (“BNY Mellon”).
WHEREAS, each Fund, TRP, and BNY Mellon have entered into a Fund Accounting Agreement, dated as of August 1, 2015 (the “Fund Accounting Agreement”); and
WHEREAS, each Fund, TRP, and BNY Mellon desire to amend the Fund Accounting Agreement to reflect certain changes as set forth in this Amendment.
NOW, THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, intending to be legally bound, each Fund, TRP, and BNY Mellon hereby agree as follows:
1. DEFINITIONS
Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Fund Accounting Agreement.
328
2. COMPENSATION
The Fund Accounting Agreement is hereby amended by deleting Schedule IV (Compensation) attached thereto and replacing it in its entirety with the new Schedule IV (Compensation) attached hereto as Attachment A.
3. EFFECT ON FUND ACCOUNTING AGREEMENT
In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.
4. GOVERNING LAW
The laws of the State of New York and the federal laws of the United States applicable therein shall govern, construe, and enforce all of the rights, duties, and obligations arising out of or related in any manner to, the subject matter of this Amendment, notwithstanding any conflict of laws principles.
5. COUNTERPARTS/FACSIMILE
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. This Amendment may also be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.
[Signature page follows.]
329
IN WITNESS WHEREOF, each Fund, TRP, and BNY Mellon have executed or caused this Amendment to be executed as of the date and year first above written by its duly authorized representative.
THE BANK OF NEW YORK MELLON |
By: /s/Michael Green |
Name: Michael Green |
Title: Global Relationship Manager |
Date: November 29, 2022 |
T. ROWE PRICE ASSOCIATES, INC. |
By: /s/David Oestreicher |
Name: David Oestreicher |
Title: Vice President |
Date: November 28, 2022 |
On behalf of each Fund listed in Amended Exhibit A |
By: /s/Fran Pollack-Matz |
Name: Fran Pollack-Matz |
Title: Vice President |
Date: November 28, 2022 |
330
AMENDMENT
NO. 27
TO
Fund Accounting Agreement
This Amendment No. 27 (this “Amendment”) dated May 15, 2023 by and between each Fund listed on Exhibit A (each a “Fund” or collectively the “Funds”) to the Fund Accounting Agreement (as defined below), T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office located at 100 E. Pratt Street, Baltimore, Maryland 21202 (“TRP”) and THE BANK OF NEW YORK MELLON, a bank organized under the Laws of the State of New York, having its principal office located at 240 Greenwich Street, New York, New York 10286 (“BNY Mellon”).
WHEREAS, each Fund, TRP, and BNY Mellon have entered into a Fund Accounting Agreement, dated as of August 1, 2015 (the “Fund Accounting Agreement”); and
WHEREAS, each Fund, TRP, and BNY Mellon desire to amend the Fund Accounting Agreement to reflect certain changes as set forth in this Amendment.
NOW, THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, intending to be legally bound, each Fund, TRP, and BNY Mellon hereby agree as follows:
1. DEFINITIONS
Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Fund Accounting Agreement.
2. COMPENSATION
The Fund Accounting Agreement is hereby amended by deleting Schedule IV (Compensation) attached thereto and replacing it in its
331
entirety with the new Schedule IV (Compensation) attached hereto as Attachment A.
3. SERVICE LEVEL DESCRIPTION
The Fund Accounting Agreement is hereby amended by deleting Attachment C (Service Level Description) attached thereto and replacing it in its entirety with the new Attachment C (Service Level Description) attached hereto as Attachment C.
4. EFFECT ON FUND ACCOUNTING AGREEMENT
In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.
5. GOVERNING LAW
The laws of the State of New York and the federal laws of the United States applicable therein shall govern, construe, and enforce all of the rights, duties, and obligations arising out of or related in any manner to, the subject matter of this Amendment, notwithstanding any conflict of laws principles.
6. COUNTERPARTS/FACSIMILE
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties.
332
This Amendment may also be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.
[Signature page follows.]
333
IN WITNESS WHEREOF, each Fund, TRP, and BNY Mellon have executed
or caused this Amendment to be executed as of the date and year first above written by its duly authorized
representative.
THE BANK OF NEW YORK MELLON |
By: /s/Michael Green |
Name: Michael Green |
Title: Managing Director, Asset Servicing |
Date: May 10, 2023 |
T. ROWE PRICE ASSOCIATES, INC. |
By: /s/David Oestreicher |
Name: David Oestreicher |
Title: General Counsel |
Date: May 9, 2023 |
On behalf of each Fund listed in Amended Exhibit A By: /s/Fran Pollack-Matz |
Name: Fran Pollack-Matz |
Title: Secretary and Vice President |
Date: May 9, 2023 |
334
AMENDMENT
NO. 28
TO
Fund Accounting Agreement
This Amendment No. 28 (this “Amendment”) dated July 5, 2023, by and between each Fund listed on Exhibit A (each a “Fund” or collectively the “Funds”) to the Fund Accounting Agreement (as defined below), T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office located at 100 E. Pratt Street, Baltimore, Maryland 21202 (“TRP”) and THE BANK OF NEW YORK MELLON, a bank organized under the Laws of the State of New York, having its principal office located at 240 Greenwich Street, New York, New York 10286 (“BNY Mellon”).
WHEREAS, each Fund, TRP, and BNY Mellon have entered into a Fund Accounting Agreement, dated as of August 1, 2015 (the “Fund Accounting Agreement”); and
WHEREAS, each Fund, TRP, and BNY Mellon desire to amend the Fund Accounting Agreement to reflect certain changes as set forth in this Amendment.
NOW, THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, intending to be legally bound, each Fund, TRP, and BNY Mellon hereby agree as follows:
1. DEFINITIONS
Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Fund Accounting Agreement.
335
2. AMENDED EXHIBIT A
Exhibit A to the Fund Accounting Agreement is hereby amended by deleting Exhibit A attached thereto and replacing it in its entirety with the new Exhibit A attached hereto as Attachment A.
3. EFFECT ON FUND ACCOUNTING AGREEMENT
In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.
4. GOVERNING LAW
The laws of the State of New York and the federal laws of the United States applicable therein shall govern, construe, and enforce all of the rights, duties, and obligations arising out of or related in any manner to, the subject matter of this Amendment, notwithstanding any conflict of laws principles.
5. COUNTERPARTS/FACSIMILE
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. This Amendment may also be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.
[Signature page follows.]
336
IN WITNESS WHEREOF, each Fund, TRP, and BNY Mellon have executed or caused this Amendment to be executed as of the date and year first above written by its duly authorized representative.
THE BANK OF NEW YORK MELLON |
By: /s/Michael Green |
Name: Michael Green |
Title: Managing Director |
Date: July 5, 2023 |
T. ROWE PRICE ASSOCIATES, INC. |
By: /s/Laura Chasney |
Name: Laura Chasney |
Title: Vice President |
Date: July 5, 2023 |
On behalf of each Fund listed in Amended Exhibit A |
By: /s/Fran Pollack-Matz |
Name: Fran Pollack-Matz |
Title: Vice President |
Date: July 5, 2023 |
337
ATTACHMENT A
Amended Exhibit A
Mutual Fund Entity Name | Reference ID | Eagle Fund Code | Entity Type | |
‘40 Act Registered Funds | ||||
T. Rowe Price All-Cap Opportunities Fund, Inc. | NAG | 7018 | Mutual Fund - Parent | |
T. Rowe Price Balanced Fund, Inc. | BAL | 7047 | Mutual Fund - Parent | |
T. Rowe Price Blue Chip Growth Fund, Inc. | BCG | 70A6 | Mutual Fund - Parent | |
T. Rowe Price Capital Appreciation Fund, Inc. | CAF | 7025 | Mutual Fund - Parent | |
T. Rowe Price Communications & Technology Fund, Inc. | MTF | 70A9 | Mutual Fund - Parent | |
T. Rowe Price Corporate Income Fund, Inc. | CIF | 70E6 | Mutual Fund - Parent | |
T. Rowe Price Credit Opportunities Fund, Inc. | CRO | 70E9 | Mutual Fund - Parent | |
T. Rowe Price Diversified Mid-Cap Growth Fund, Inc. | DMG | 70Q7 | Mutual Fund - Parent | |
T. Rowe Price Dividend Growth Fund, Inc. | DGF | 7081 | Mutual Fund - Parent | |
T. Rowe Price Equity Funds, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Hedged Equity Fund | HEF | 70QB | Mutual Fund - Series | |
T. Rowe Price Institutional Large-Cap Core Growth Fund | LCC | 70N7 | Mutual Fund - Series | |
T. Rowe Price Large-Cap Growth Fund | LCG | 70K2 | Mutual Fund - Series | |
T. Rowe Price Large-Cap Value Fund | LCV | 70H6 | Mutual Fund - Series | |
T. Rowe Price Institutional Mid-Cap Equity Growth Fund | MCE | 70F5 | Mutual Fund - Series | |
T. Rowe Price Institutional Small-Cap Stock Fund | SCI | 70H5 | Mutual Fund - Series | |
T. Rowe Price Equity Income Fund, Inc. | EIF | 7019 | Mutual Fund - Parent | |
T. Rowe Price Equity Series, Inc. | Mutual Fund - Parent | |||
T. Rowe Price All-Cap Opportunities Portfolio | NAP | 70D2 | Mutual Fund - Series | |
T. Rowe Price Blue Chip Growth Portfolio | BCP | 70J6 | Mutual Fund - Series | |
T. Rowe Price Equity Income Portfolio | EIP | 70D1 | Mutual Fund - Series | |
T. Rowe Price Equity Index 500 Portfolio | EXP | 70J7 | Mutual Fund - Series | |
T. Rowe Price Health Sciences Portfolio | HSP | 70J5 | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Growth Portfolio | MGP | 70F9 | Mutual Fund - Series | |
T. Rowe Price Moderate Allocation Portfolio | PSP | 70E0 | Mutual Fund - Series | |
T. Rowe Price Financial Services Fund, Inc. | FSF | 70F7 | Mutual Fund - Parent | |
T. Rowe Price Fixed Income Series, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Limited-Term Bond Portfolio | LTP | 70D4 | Mutual Fund - Series | |
T. Rowe Price Floating Rate Fund, Inc. | FRI | 70BE | Mutual Fund - Parent |
338
Mutual Fund Entity Name | Reference ID | Eagle Fund Code | Entity Type | |
T. Rowe Price Global Allocation Fund, Inc. | GAF | 70DX | Mutual Fund - Parent | |
T. Rowe Price Global Funds, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Institutional Emerging Markets Bond Fund | IEB | 70V0 | Mutual Fund - Series | |
T. Rowe Price Institutional Emerging Markets Equity Fund | IEM | 70N6 | Mutual Fund - Series | |
T. Rowe Price Global Value Equity Fund | IGV | 70DF | Mutual Fund - Series | |
T. Rowe Price Institutional International Disciplined Equity Fund | ICE | 70AQ | Mutual Fund - Series | |
T. Rowe Price Global Multi-Sector Bond Fund, Inc. | SNF | 70AF | Mutual Fund - Parent | |
T. Rowe Price Global Real Estate Fund, Inc. | GRE | 70AD | Mutual Fund - Parent | |
T. Rowe Price Global Technology Fund, Inc. | GTF | 70I2 | Mutual Fund - Parent | |
T. Rowe Price GNMA Fund, Inc. | GMA | 7020 | Mutual Fund - Parent | |
T. Rowe Price Government Money Fund, Inc. | PRF | 7005 | Mutual Fund - Parent | |
T. Rowe Price Growth Stock Fund, Inc. | GSF | 7004 | Mutual Fund - Parent | |
T. Rowe Price Health Sciences Fund, Inc. | HSF | 70F1 | Mutual Fund - Parent | |
T. Rowe Price High Yield Fund, Inc. | HYF | 7016 | Mutual Fund - Parent | |
T. Rowe Price U.S. High Yield Fund | UHY | 70KA | Mutual Fund - Series | |
T. Rowe Price Index Trust, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Equity Index 500 Fund | EXF | 7041 | Mutual Fund - Series | |
T. Rowe Price Extended Equity Market Index Fund | XMX | 70G8 | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Index Fund | MCX | 70HE | Mutual Fund - Series | |
T. Rowe Price Small-Cap Index Fund | SCX | 70HF | Mutual Fund - Series | |
T. Rowe Price U.S. Limited Duration TIPS Index Fund | LDX | 70NZ | Mutual Fund - Series | |
T. Rowe Price Total Equity Market Index Fund | TMX | 70G9 | Mutual Fund - Series | |
T. Rowe Price Inflation Protected Bond Fund, Inc. | IPB | 70N5 | Mutual Fund - Parent | |
T. Rowe Price Institutional Income Funds, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Institutional Floating Rate Fund | IFR | 70W0 | Mutual Fund - Series | |
T. Rowe Price Institutional High Yield Fund | HYI | 70J2 | Mutual Fund - Series | |
T. Rowe Price Institutional Long Duration Credit Fund | LDC | 70DW | Mutual Fund - Series | |
T. Rowe Price Integrated Equity Funds, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Integrated Global Equity Fund | QGE | 70HM | Mutual Fund - Series | |
T. Rowe Price Integrated U.S. Small-Cap Growth Equity Fund | DSG | 70G4 | Mutual Fund - Series | |
T. Rowe Price Integrated U.S. Small-Mid Cap Core Equity Fund | QSM | 70HL | Mutual Fund - Series |
339
Mutual Fund Entity Name | Reference ID | Eagle Fund Code | Entity Type | |
T. Rowe Price Integrated U.S. Large-Cap Value Equity Fund | QMV | 70HJ | Mutual Fund - Series | |
T. Rowe Price Intermediate Tax-Free High Yield Fund, Inc. | ITF | 70FM | Mutual Fund - Parent | |
T. Rowe Price International Funds, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Africa & Middle East Fund | AME | 70V6 | Mutual Fund - Series | |
T. Rowe Price Asia Opportunities Fund | AOF | 70FB | Mutual Fund - Series | |
T. Rowe Price China Evolution Equity Fund | CEE | 70LY | Mutual Fund - Series | |
T. Rowe Price Dynamic Credit Fund | DCF | 70LD | Mutual Fund - Series | |
T. Rowe Price Dynamic Global Bond Fund | GUN | 70GB | Mutual Fund - Series | |
T. Rowe Price Emerging Europe Fund | EEM | 70I1 | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Bond Fund | EMB | 70E3 | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Corporate Bond Fund | EMC | 70DB | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Discovery Stock Fund | EMV | 70FY | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Currency Bond Fund | EML | 70BA | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Stock Fund | EMS | 70E4 | Mutual Fund - Series | |
T. Rowe Price European Stock Fund | ESF | 7040 | Mutual Fund - Series | |
T. Rowe Price Global Consumer Fund | GCF | 70HQ | Mutual Fund - Series | |
T. Rowe Price Global Growth Stock Fund | GLE | 70AE | Mutual Fund - Series | |
T. Rowe Price Global High Income Bond Fund | GHI | 70GD | Mutual Fund - Series | |
T. Rowe Price Global Impact Equity Fund | GPF | 70PR | Mutual Fund - Series | |
T. Rowe Price Global Industrials Fund | IND | 70E7 | Mutual Fund - Series | |
T. Rowe Price Global Stock Fund | GLS | 70F2 | Mutual Fund - Series | |
T. Rowe Price International Bond Fund | IBF | 7022 | Mutual Fund - Series | |
T. Rowe Price International Bond Fund (USD Hedged) | IBH | 70JB | Mutual Fund - Series | |
T. Rowe Price International Disciplined Equity Fund | ICN | 70FN | Mutual Fund - Series | |
T. Rowe Price International Discovery Fund | IDF | 7033 | Mutual Fund - Series | |
T. Rowe Price International Stock Fund | ISF | 7007 | Mutual Fund - Series | |
T. Rowe Price International Value Equity Fund | IGI | 70H1 | Mutual Fund - Series | |
T. Rowe Price Japan Fund | JAF | 7000 | Mutual Fund - Series | |
T. Rowe Price Latin America Fund | LAM | 70C5 | Mutual Fund - Series | |
T. Rowe Price New Asia Fund | NAS | 7045 | Mutual Fund - Series | |
T. Rowe Price Overseas Stock Fund | OSF | 70V1 | Mutual Fund - Series | |
T. Rowe Price International Index Fund, Inc. | Mutual Fund - Parent |
340
Mutual Fund Entity Name | Reference ID | Eagle Fund Code | Entity Type | |
T. Rowe Price International Equity Index Fund | IXF | 70J3 | Mutual Fund - Series | |
T. Rowe Price International Series, Inc. | Mutual Fund - Parent | |||
T. Rowe Price International Stock Portfolio | ISP | 70C9 | Mutual Fund - Series | |
T. Rowe Price Limited Duration Inflation Focused Bond Fund, Inc. | STI | 70U8 | Mutual Fund - Parent | |
T. Rowe Price Mid-Cap Growth Fund, Inc. | MCG | 7057 | Mutual Fund - Parent | |
T. Rowe Price Mid-Cap Value Fund, Inc. | MCV | 70F3 | Mutual Fund - Parent | |
T. Rowe Price Multi-Sector Account Portfolios, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio | EBS | 70AX | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio | ELS | 70AW | Mutual Fund - Series | |
T. Rowe Price Floating Rate Multi-Sector Account Portfolio | FRS | 70AV | Mutual Fund - Series | |
T. Rowe Price High Yield Multi-Sector Account Portfolio | HYS | 70AY | Mutual Fund - Series | |
T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio | IGS | 70AU | Mutual Fund - Series | |
T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio | MBS | 70DA | Mutual Fund - Series | |
T. Rowe Price Multi-Strategy Total Return Fund, Inc. | MSR | 70JD | Mutual Fund - Parent | |
T. Rowe Price New Era Fund, Inc. | NEF | 7002 | Mutual Fund - Parent | |
T. Rowe Price New Horizons Fund, Inc. | NHF | 7001 | Mutual Fund - Parent | |
T. Rowe Price New Income Fund, Inc. | NIF | 7003 | Mutual Fund - Parent | |
T. Rowe Price QM U.S. Bond Index Fund, Inc. | UBX | 70J1 | Mutual Fund - Parent | |
T. Rowe Price Real Assets Fund, Inc. | RAF | 70AP | Mutual Fund - Parent | |
T. Rowe Price Real Estate Fund, Inc. | REF | 70G7 | Mutual Fund - Parent | |
T. Rowe Price Reserve Investment Funds, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Government Reserve Fund | RES | 70G5 | Mutual Fund - Series | |
T. Rowe Price Short-Term Fund | REI | 70CW | Mutual Fund - Series | |
T. Rowe Price Transition Fund | TNF | 70PQ | Mutual Fund - Series | |
T. Rowe Price Treasury Reserve Fund | GRS | 70G6 | Mutual Fund - Series | |
T. Rowe Price Science & Technology Fund, Inc. | STF | 7030 | Mutual Fund - Parent | |
T. Rowe Price Short-Term Bond Fund, Inc. | STB | 7013 | Mutual Fund - Parent | |
T. Rowe Price Short Duration Income Fund | SDI | 70NP | Mutual Fund - Series | |
T. Rowe Price Ultra Short-Term Bond Fund | SBF | 70DH | Mutual Fund - Series | |
T. Rowe Price Small-Cap Stock Fund, Inc. | SCS | 7031 | Mutual Fund - Parent | |
T. Rowe Price Small-Cap Value Fund, Inc. | SCV | 7032 | Mutual Fund - Parent |
341
Mutual Fund Entity Name | Reference ID | Eagle Fund Code | Entity Type | |
T. Rowe Price Spectrum Funds II, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Spectrum Conservative Allocation Fund | PSI | 70D6 | Mutual Fund - Series | |
T. Rowe Price Spectrum Moderate Allocation Fund | PSB | 70D7 | Mutual Fund - Series | |
T. Rowe Price Spectrum Moderate Growth Allocation Fund | PSG | 70D8 | Mutual Fund - Series | |
T. Rowe Price State Tax-Free Funds, Inc. | Mutual Fund - Parent | |||
T. Rowe Price California Tax-Free Bond Fund | CAB | 7026 | Mutual Fund - Series | |
T. Rowe Price Georgia Tax-Free Bond Fund | GAB | 7093 | Mutual Fund - Series | |
T. Rowe Price Maryland Short-Term Tax-Free Bond Fund | MDS | 7079 | Mutual Fund - Series | |
T. Rowe Price Maryland Tax-Free Bond Fund | MDB | 7029 | Mutual Fund - Series | |
T. Rowe Price Maryland Tax-Free Money Fund | MDM | 70K0 | Mutual Fund - Series | |
T. Rowe Price New Jersey Tax-Free Bond Fund | NJB | 7048 | Mutual Fund - Series | |
T. Rowe Price New York Tax-Free Bond Fund | NYB | 7023 | Mutual Fund - Series | |
T. Rowe Price Virginia Tax-Free Bond Fund | VAB | 7049 | Mutual Fund - Series | |
T. Rowe Price Summit Funds, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Cash Reserves Fund | SCR | 70B5 | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Funds, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Summit Municipal Income Fund | SMI | 70B9 | Mutual Fund - Series | |
T. Rowe Price Summit Municipal Intermediate Fund | SMT | 70B8 | Mutual Fund - Series | |
T. Rowe Price Tax-Efficient Funds, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Tax-Efficient Equity Fund | TMC | 70J4 | Mutual Fund - Series | |
T. Rowe Price Tax-Exempt Money Fund, Inc. | TEM | 7008 | Mutual Fund - Parent | |
T. Rowe Price Tax-Free High Yield Fund, Inc. | TFH | 7017 | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Income Fund, Inc. | TFI | 7006 | Mutual Fund - Parent | |
T. Rowe Price Tax-Free Short-Intermediate Fund, Inc. | TFS | 7012 | Mutual Fund - Parent | |
T. Rowe Price Total Return Fund, Inc. | TTF | 70HU | Mutual Fund - Parent | |
T. Rowe Price U.S. Equity Research Fund, Inc. | COF | 70E1 | Mutual Fund - Parent | |
T. Rowe Price U.S. Large-Cap Core Fund, Inc. | LCF | 70AH | Mutual Fund - Parent | |
T. Rowe Price U.S. Treasury Funds, Inc. | Mutual Fund - Parent | |||
T. Rowe Price U.S. Treasury Intermediate Index Fund | USI | 7036 | Mutual Fund - Series | |
T. Rowe Price U.S. Treasury Long-Term | USL | 7037 | Mutual Fund - Series |
342
Mutual Fund Entity Name | Reference ID | Eagle Fund Code | Entity Type | |||||
Index Fund | ||||||||
T. Rowe Price U.S. Treasury Money Fund | UST | 7009 | Mutual Fund - Series | |||||
T. Rowe Price Value Fund, Inc. | VAL | 70D9 | Mutual Fund - Parent | |||||
'40 Act Registered Fund of Funds | ||||||||
T. Rowe Price Retirement Funds, Inc. | Mutual Fund - Parent | |||||||
T. Rowe Price Retirement 2005 Fund | RPJ | 70Q8 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2010 Fund | RPA | 70K4 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2015 Fund | RPG | 70Q9 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2020 Fund | RPB | 70K5 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2025 Fund | RPH | 70R0 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2030 Fund | RPC | 70K6 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2035 Fund | RPI | 70R1 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2040 Fund | RPD | 70K7 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2045 Fund | RPK | 70R9 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2050 Fund | RPL | 70V2 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2055 Fund | RPM | 70V3 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2060 Fund | RPN | 70FH | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2065 Fund | RPO | 70NR | Mutual Fund - Series | |||||
T. Rowe Price Retirement Balanced Fund | RPE | 70K9 | Mutual Fund - Series | |||||
T. Rowe Price Retirement Blend 2005 Fund | RFA | 70PA | Mutual Fund - Series | |||||
T. Rowe Price Retirement Blend 2010 Fund | RFB | 70PB | Mutual Fund - Series | |||||
T. Rowe Price Retirement Blend 2015 Fund | RFC | 70PD | Mutual Fund - Series | |||||
T. Rowe Price Retirement Blend 2020 Fund | RFD | 70PE | Mutual Fund - Series | |||||
T. Rowe Price Retirement Blend 2025 Fund | RFE | 70PF | Mutual Fund - Series | |||||
T. Rowe Price Retirement Blend 2030 Fund | RFF | 70PG | Mutual Fund - Series | |||||
T. Rowe Price Retirement Blend 2035 Fund | RFG | 70PH | Mutual Fund - Series | |||||
T. Rowe Price Retirement Blend 2040 Fund | RFH | 70PI | Mutual Fund - Series | |||||
T. Rowe Price Retirement Blend 2045 Fund | RFJ | 70PJ | Mutual Fund - Series | |||||
T. Rowe Price Retirement Blend 2050 Fund | RFK | 70PL | Mutual Fund - Series | |||||
T. Rowe Price Retirement Blend 2055 Fund | RFM | 70PM | Mutual Fund - Series | |||||
T. Rowe Price Retirement Blend 2060 Fund | RFN | 70PN | Mutual Fund - Series | |||||
T. Rowe Price Retirement Blend 2065 Fund | RFO | 70PO | Mutual Fund - Series | |||||
T. Rowe Price Retirement Income 2020 Fund | RIB | 70HZ | Mutual Fund - Series | |||||
T. Rowe Price Retirement I 2005 Fund—I Class | RBI | 70GM | Mutual Fund - Series | |||||
T. Rowe Price Retirement I 2010 Fund—I Class | RCI | 70GN | Mutual Fund - Series | |||||
T. Rowe Price Retirement I 2015 Fund—I Class | RDI | 70GO | Mutual Fund - Series | |||||
T. Rowe Price Retirement I 2020 Fund—I | RFI | 70GP | Mutual Fund - Series |
343
Mutual Fund Entity Name | Reference ID | Eagle Fund Code | Entity Type | |
Class | ||||
T. Rowe Price Retirement I 2025 Fund—I Class | RGI | 70GQ | Mutual Fund - Series | |
T. Rowe Price Retirement I 2030 Fund—I Class | RHI | 70GR | Mutual Fund - Series | |
T. Rowe Price Retirement I 2035 Fund—I Class | RII | 70GS | Mutual Fund - Series | |
T. Rowe Price Retirement I 2040 Fund—I Class | RJI | 70GU | Mutual Fund - Series | |
T. Rowe Price Retirement I 2045 Fund—I Class | RKI | 70GV | Mutual Fund - Series | |
T. Rowe Price Retirement I 2050 Fund—I Class | RMI | 70GW | Mutual Fund - Series | |
T. Rowe Price Retirement I 2055 Fund—I Class | RNI | 70GX | Mutual Fund - Series | |
T. Rowe Price Retirement I 2060 Fund—I Class | ROI | 70GY | Mutual Fund - Series | |
T. Rowe Price Retirement I 2065 Fund—I Class | RRI | 70NS | Mutual Fund - Series | |
T. Rowe Price Retirement Balanced I Fund—I Class | RQI | 70GZ | Mutual Fund - Series | |
T. Rowe Price Target 2005 Fund | TRA | 70EA | Mutual Fund - Series | |
T. Rowe Price Target 2010 Fund | TRB | 70EB | Mutual Fund - Series | |
T. Rowe Price Target 2015 Fund | TRC | 70ED | Mutual Fund - Series | |
T. Rowe Price Target 2020 Fund | TRD | 70EF | Mutual Fund - Series | |
T. Rowe Price Target 2025 Fund | TRE | 70EG | Mutual Fund - Series | |
T. Rowe Price Target 2030 Fund | TRG | 70EH | Mutual Fund - Series | |
T. Rowe Price Target 2035 Fund | TRH | 70EI | Mutual Fund - Series | |
T. Rowe Price Target 2040 Fund | TRJ | 70EJ | Mutual Fund - Series | |
T. Rowe Price Target 2045 Fund | TRL | 70EL | Mutual Fund - Series | |
T. Rowe Price Target 2050 Fund | TRM | 70EM | Mutual Fund - Series | |
T. Rowe Price Target 2055 Fund | TRN | 70EN | Mutual Fund - Series | |
T. Rowe Price Target 2060 Fund | TRO | 70FI | Mutual Fund - Series | |
T. Rowe Price Target 2065 Fund | TRQ | 70NU | Mutual Fund - Series | |
T. Rowe Price Spectrum Fund, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Spectrum Diversified Equity Fund | SPG | 7043 | Mutual Fund - Series | |
T. Rowe Price Spectrum Income Fund | SPI | 7044 | Mutual Fund - Series | |
T. Rowe Price Spectrum International Equity Fund | SPF | 70G1 | Mutual Fund - Series |
344
345
AMENDMENT
NO. 29
TO
Fund Accounting Agreement
This Amendment No. 29 (this “Amendment”) dated September 1, 2023 by and between each Fund listed on Exhibit A (each a “Fund” or collectively the “Funds”) to the Fund Accounting Agreement (as defined below), T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office located at 100 E. Pratt Street, Baltimore, Maryland 21202 (“TRP”) and THE BANK OF NEW YORK MELLON, a bank organized under the Laws of the State of New York, having its principal office located at 240 Greenwich Street, New York, New York 10286 (“BNY Mellon”).
WHEREAS, each Fund, TRP, and BNY Mellon have entered into a Fund Accounting Agreement, dated as of August 1, 2015 (the “Fund Accounting Agreement”); and
WHEREAS, each Fund, TRP, and BNY Mellon desire to amend the Fund Accounting Agreement to reflect certain changes as set forth in this Amendment.
NOW, THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, intending to be legally bound, each Fund, TRP, and BNY Mellon hereby agree as follows:
(a) DEFINITIONS
Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Fund Accounting Agreement.
(b) AMENDED EXHIBIT A
346
Exhibit A to the Fund Accounting Agreement is hereby amended by deleting Exhibit A attached thereto and replacing it in its entirety with the new Exhibit A attached hereto as Attachment A.
(c) SCHEDULE OF SERVICES
The Fund Accounting Agreement is hereby amended by deleting Schedule I (Schedule of Services) attached thereto and replacing it in its entirety with the new Schedule I (Schedule of Services) attached hereto as Attachment B.
(d) COMPENSATION
The Fund Accounting Agreement is hereby amended by deleting Schedule IV (Compensation) attached thereto and replacing it in its entirety with the new Schedule IV (Compensation) attached hereto as Attachment C.
(e) SERVICE LEVEL DESCRIPTION
The Fund Accounting Agreement is hereby amended by deleting the Service Level Description attached thereto and replacing it in its entirety with the new Service Level Description attached hereto as Attachment D.
(f) EFFECT ON FUND ACCOUNTING AGREEMENT
In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.
347
(g) GOVERNING LAW
The laws of the State of New York and the federal laws of the United States applicable therein shall govern, construe, and enforce all of the rights, duties, and obligations arising out of or related in any manner to, the subject matter of this Amendment, notwithstanding any conflict of laws principles.
(h) COUNTERPARTS/FACSIMILE
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. This Amendment may also be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.
IN WITNESS WHEREOF, each Fund, TRP, and
BNY Mellon have executed or caused this Amendment to be executed as of the date and year first above
written by its duly authorized representative.
THE BANK OF NEW YORK MELLON |
By: /s/ Michael Green |
Name: Michael Green |
Title: Managing Director |
Date: September 5, 2023 |
348
T. ROWE PRICE ASSOCIATES, INC. |
By: /s/ David Oestreicher |
Name: David Oestreicher |
Title: General Counsel |
Date: September 5, 2023 |
On behalf of each Fund listed in Amended Exhibit A |
By: /s/Fran Pollack-Matz |
Name: Fran Pollack-Matz |
Title: Vice President and Secretary of the Funds |
Date: |
349
ATTACHMENT A
Amended Exhibit A
Mutual Fund Entity Name | Reference ID | Fund Code | Entity Type | |
‘40 Act Registered Funds | ||||
T. Rowe Price All-Cap Opportunities Fund, Inc.* | NAG | 7018 | Mutual Fund - Parent | |
T. Rowe Price Balanced Fund, Inc.* | BAL | 7047 | Mutual Fund - Parent | |
T. Rowe Price Blue Chip Growth Fund, Inc.* | BCG | 70A6 | Mutual Fund - Parent | |
T. Rowe Price Capital Appreciation Fund, Inc.* | CAF | 7025 | Mutual Fund - Parent | |
T. Rowe Price Communications & Technology Fund, Inc.* | MTF | 70A9 | Mutual Fund - Parent | |
T. Rowe Price Corporate Income Fund, Inc. | CIF | 70E6 | Mutual Fund - Parent | |
T. Rowe Price Credit Opportunities Fund, Inc. | CRO | 70E9 | Mutual Fund - Parent | |
T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.* | DMG | 70Q7 | Mutual Fund - Parent | |
T. Rowe Price Dividend Growth Fund, Inc.* | DGF | 7081 | Mutual Fund - Parent | |
T. Rowe Price Equity Funds, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Hedged Equity Fund | HEF | 70QB | Mutual Fund - Series | |
T. Rowe Price Institutional Large-Cap Core Growth Fund* | LCC | 70N7 | Mutual Fund - Series | |
T. Rowe Price Large-Cap Growth Fund* | LCG | 70K2 | Mutual Fund - Series | |
T. Rowe Price Large-Cap Value Fund* | LCV | 70H6 | Mutual Fund - Series | |
T. Rowe Price Institutional Mid-Cap Equity Growth Fund* | MCE | 70F5 | Mutual Fund - Series | |
T. Rowe Price Institutional Small-Cap Stock Fund* | SCI | 70H5 | Mutual Fund - Series | |
T. Rowe Price Equity Income Fund, Inc.* | EIF | 7019 | Mutual Fund - Parent | |
T. Rowe Price Equity Series, Inc. | Mutual Fund - Parent | |||
T. Rowe Price All-Cap Opportunities Portfolio* | NAP | 70D2 | Mutual Fund - Series | |
T. Rowe Price Blue Chip Growth Portfolio* | BCP | 70J6 | Mutual Fund - Series | |
T. Rowe Price Equity Income Portfolio* | EIP | 70D1 | Mutual Fund - Series | |
T. Rowe Price Equity Index 500 Portfolio* | EXP | 70J7 | Mutual Fund - Series | |
T. Rowe Price Health Sciences Portfolio* | HSP | 70J5 | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Growth Portfolio* | MGP | 70F9 | Mutual Fund - Series | |
T. Rowe Price Moderate Allocation Portfolio* | PSP | 70E0 | Mutual Fund - Series | |
T. Rowe Price Financial Services Fund, Inc.* | FSF | 70F7 | Mutual Fund - Parent | |
T. Rowe Price Fixed Income Series, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Limited-Term Bond | LTP | 70D4 | Mutual Fund - Series |
350
Mutual Fund Entity Name | Reference ID | Fund Code | Entity Type | |
Portfolio | ||||
T. Rowe Price Floating Rate Fund, Inc. | FRI | 70BE | Mutual Fund - Parent | |
T. Rowe Price Global Allocation Fund, Inc.* | GAF | 70DX | Mutual Fund - Parent | |
T. Rowe Price Global Funds, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Institutional Emerging Markets Bond Fund | IEB | 70V0 | Mutual Fund - Series | |
T. Rowe Price Institutional Emerging Markets Equity Fund* | IEM | 70N6 | Mutual Fund - Series | |
T. Rowe Price Global Value Equity Fund* | IGV | 70DF | Mutual Fund - Series | |
T. Rowe Price Institutional International Disciplined Equity Fund* | ICE | 70AQ | Mutual Fund - Series | |
T. Rowe Price Global Multi-Sector Bond Fund, Inc. | SNF | 70AF | Mutual Fund - Parent | |
T. Rowe Price Global Real Estate Fund, Inc.* | GRE | 70AD | Mutual Fund - Parent | |
T. Rowe Price Global Technology Fund, Inc.* | GTF | 70I2 | Mutual Fund - Parent | |
T. Rowe Price GNMA Fund, Inc. | GMA | 7020 | Mutual Fund - Parent | |
T. Rowe Price Government Money Fund, Inc. | PRF | 7005 | Mutual Fund - Parent | |
T. Rowe Price Growth Stock Fund, Inc.* | GSF | 7004 | Mutual Fund - Parent | |
T. Rowe Price Health Sciences Fund, Inc.* | HSF | 70F1 | Mutual Fund - Parent | |
T. Rowe Price High Yield Fund, Inc. | HYF | 7016 | Mutual Fund - Parent | |
T. Rowe Price U.S. High Yield Fund | UHY | 70KA | Mutual Fund - Series | |
T. Rowe Price Index Trust, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Equity Index 500 Fund* | EXF | 7041 | Mutual Fund - Series | |
T. Rowe Price Extended Equity Market Index Fund* | XMX | 70G8 | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Index Fund* | MCX | 70HE | Mutual Fund - Series | |
T. Rowe Price Small-Cap Index Fund* | SCX | 70HF | Mutual Fund - Series | |
T. Rowe Price U.S. Limited Duration TIPS Index Fund | LDX | 70NZ | Mutual Fund - Series | |
T. Rowe Price Total Equity Market Index Fund* | TMX | 70G9 | Mutual Fund - Series | |
T. Rowe Price Inflation Protected Bond Fund, Inc. | IPB | 70N5 | Mutual Fund - Parent | |
T. Rowe Price Institutional Income Funds, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Institutional Floating Rate Fund | IFR | 70W0 | Mutual Fund - Series | |
T. Rowe Price Institutional High Yield Fund | HYI | 70J2 | Mutual Fund - Series | |
T. Rowe Price Institutional Long Duration Credit Fund | LDC | 70DW | Mutual Fund - Series | |
T. Rowe Price Integrated Equity Funds, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Integrated Global Equity | QGE | 70HM | Mutual Fund - Series |
351
Mutual Fund Entity Name | Reference ID | Fund Code | Entity Type | |
Fund* | ||||
T. Rowe Price Integrated U.S. Small-Cap Growth Equity Fund* | DSG | 70G4 | Mutual Fund - Series | |
T. Rowe Price Integrated U.S. Small-Mid Cap Core Equity Fund* | QSM | 70HL | Mutual Fund - Series | |
T. Rowe Price Integrated U.S. Large-Cap Value Equity Fund* | QMV | 70HJ | Mutual Fund - Series | |
T. Rowe Price Intermediate Tax-Free High Yield Fund, Inc. | ITF | 70FM | Mutual Fund - Parent | |
T. Rowe Price International Funds, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Africa & Middle East Fund* | AME | 70V6 | Mutual Fund - Series | |
T. Rowe Price Asia Opportunities Fund* | AOF | 70FB | Mutual Fund - Series | |
T. Rowe Price China Evolution Equity Fund* | CEE | 70LY | Mutual Fund - Series | |
T. Rowe Price Dynamic Credit Fund | DCF | 70LD | Mutual Fund - Series | |
T. Rowe Price Dynamic Global Bond Fund | GUN | 70GB | Mutual Fund - Series | |
T. Rowe Price Emerging Europe Fund* | EEM | 70I1 | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Bond Fund | EMB | 70E3 | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Corporate Bond Fund | EMC | 70DB | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Discovery Stock Fund* | EMV | 70FY | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Currency Bond Fund | EML | 70BA | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Stock Fund* | EMS | 70E4 | Mutual Fund - Series | |
T. Rowe Price European Stock Fund* | ESF | 7040 | Mutual Fund - Series | |
T. Rowe Price Global Consumer Fund* | GCF | 70HQ | Mutual Fund - Series | |
T. Rowe Price Global Growth Stock Fund* | GLE | 70AE | Mutual Fund - Series | |
T. Rowe Price Global High Income Bond Fund | GHI | 70GD | Mutual Fund - Series | |
T. Rowe Price Global Impact Equity Fund* | GPF | 70PR | Mutual Fund - Series | |
T. Rowe Price Global Industrials Fund* | IND | 70E7 | Mutual Fund - Series | |
T. Rowe Price Global Stock Fund* | GLS | 70F2 | Mutual Fund - Series | |
T. Rowe Price International Bond Fund | IBF | 7022 | Mutual Fund - Series | |
T. Rowe Price International Bond Fund | IBH | 70JB | Mutual Fund - Series |
352
Mutual Fund Entity Name | Reference ID | Fund Code | Entity Type | |
(USD Hedged) | ||||
T. Rowe Price International Disciplined Equity Fund* | ICN | 70FN | Mutual Fund - Series | |
T. Rowe Price International Discovery Fund* | IDF | 7033 | Mutual Fund - Series | |
T. Rowe Price International Stock Fund* | ISF | 7007 | Mutual Fund - Series | |
T. Rowe Price International Value Equity Fund* | IGI | 70H1 | Mutual Fund - Series | |
T. Rowe Price Japan Fund* | JAF | 7000 | Mutual Fund - Series | |
T. Rowe Price Latin America Fund* | LAM | 70C5 | Mutual Fund - Series | |
T. Rowe Price New Asia Fund* | NAS | 7045 | Mutual Fund - Series | |
T. Rowe Price Overseas Stock Fund* | OSF | 70V1 | Mutual Fund - Series | |
T. Rowe Price International Index Fund, Inc. | Mutual Fund - Parent | |||
T. Rowe Price International Equity Index Fund* | IXF | 70J3 | Mutual Fund - Series | |
T. Rowe Price International Series, Inc. | Mutual Fund - Parent | |||
T. Rowe Price International Stock Portfolio* | ISP | 70C9 | Mutual Fund - Series | |
T. Rowe Price Limited Duration Inflation Focused Bond Fund, Inc. | STI | 70U8 | Mutual Fund - Parent | |
T. Rowe Price Mid-Cap Growth Fund, Inc.* | MCG | 7057 | Mutual Fund - Parent | |
T. Rowe Price Mid-Cap Value Fund, Inc.* | MCV | 70F3 | Mutual Fund - Parent | |
T. Rowe Price Multi-Sector Account Portfolios, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio | EBS | 70AX | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio | ELS | 70AW | Mutual Fund - Series | |
T. Rowe Price Floating Rate Multi-Sector Account Portfolio | FRS | 70AV | Mutual Fund - Series | |
T. Rowe Price High Yield Multi-Sector Account Portfolio | HYS | 70AY | Mutual Fund - Series | |
T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio | IGS | 70AU | Mutual Fund - Series | |
T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio | MBS | 70DA | Mutual Fund - Series | |
T. Rowe Price Multi-Strategy Total Return Fund, Inc.* | MSR | 70JD | Mutual Fund - Parent |
353
Mutual Fund Entity Name | Reference ID | Fund Code | Entity Type | |
T. Rowe Price New Era Fund, Inc.* | NEF | 7002 | Mutual Fund - Parent | |
T. Rowe Price New Horizons Fund, Inc.* | NHF | 7001 | Mutual Fund - Parent | |
T. Rowe Price New Income Fund, Inc. | NIF | 7003 | Mutual Fund - Parent | |
T. Rowe Price QM U.S. Bond Index Fund, Inc. | UBX | 70J1 | Mutual Fund - Parent | |
T. Rowe Price Real Assets Fund, Inc.* | RAF | 70AP | Mutual Fund - Parent | |
T. Rowe Price Real Estate Fund, Inc.* | REF | 70G7 | Mutual Fund - Parent | |
T. Rowe Price Reserve Investment Funds, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Government Reserve Fund | RES | 70G5 | Mutual Fund - Series | |
T. Rowe Price Short-Term Fund | REI | 70CW | Mutual Fund - Series | |
T. Rowe Price Transition Fund | TNF | 70PQ | Mutual Fund - Series | |
T. Rowe Price Treasury Reserve Fund | GRS | 70G6 | Mutual Fund - Series | |
T. Rowe Price Science & Technology Fund, Inc.* | STF | 7030 | Mutual Fund - Parent | |
T. Rowe Price Short-Term Bond Fund, Inc. | STB | 7013 | Mutual Fund - Parent | |
T. Rowe Price Short Duration Income Fund | SDI | 70NP | Mutual Fund - Series | |
T. Rowe Price Ultra Short-Term Bond Fund | SBF | 70DH | Mutual Fund - Series | |
T. Rowe Price Small-Cap Stock Fund, Inc.* | SCS | 7031 | Mutual Fund - Parent | |
T. Rowe Price Small-Cap Value Fund, Inc.* | SCV | 7032 | Mutual Fund - Parent | |
T. Rowe Price Spectrum Funds II, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Spectrum Conservative Allocation Fund* | PSI | 70D6 | Mutual Fund - Series | |
T. Rowe Price Spectrum Moderate Allocation Fund* | PSB | 70D7 | Mutual Fund - Series | |
T. Rowe Price Spectrum Moderate Growth Allocation Fund* | PSG | 70D8 | Mutual Fund - Series | |
T. Rowe Price State Tax-Free Funds, Inc. | Mutual Fund - Parent | |||
T. Rowe Price California Tax-Free Bond Fund | CAB | 7026 | Mutual Fund - Series | |
T. Rowe Price Georgia Tax-Free Bond Fund | GAB | 7093 | Mutual Fund - Series | |
T. Rowe Price Maryland Short-Term Tax-Free Bond Fund | MDS | 7079 | Mutual Fund - Series | |
T. Rowe Price Maryland Tax-Free Bond Fund | MDB | 7029 | Mutual Fund - Series | |
T. Rowe Price Maryland Tax-Free Money Fund | MDM | 70K0 | Mutual Fund - Series | |
T. Rowe Price New Jersey Tax-Free Bond Fund | NJB | 7048 | Mutual Fund - Series | |
T. Rowe Price New York Tax-Free Bond | NYB | 7023 | Mutual Fund - Series |
354
Mutual Fund Entity Name | Reference ID | Fund Code | Entity Type | |||||
Fund | ||||||||
T. Rowe Price Virginia Tax-Free Bond Fund | VAB | 7049 | Mutual Fund - Series | |||||
T. Rowe Price Summit Funds, Inc. | Mutual Fund - Parent | |||||||
T. Rowe Price Cash Reserves Fund | SCR | 70B5 | Mutual Fund - Series | |||||
T. Rowe Price Summit Municipal Funds, Inc. | Mutual Fund - Parent | |||||||
T. Rowe Price Summit Municipal Income Fund | SMI | 70B9 | Mutual Fund - Series | |||||
T. Rowe Price Summit Municipal Intermediate Fund | SMT | 70B8 | Mutual Fund - Series | |||||
T. Rowe Price Tax-Efficient Funds, Inc. | Mutual Fund - Parent | |||||||
T. Rowe Price Tax-Efficient Equity Fund* | TMC | 70J4 | Mutual Fund - Series | |||||
T. Rowe Price Tax-Exempt Money Fund, Inc. | TEM | 7008 | Mutual Fund - Parent | |||||
T. Rowe Price Tax-Free High Yield Fund, Inc. | TFH | 7017 | Mutual Fund - Parent | |||||
T. Rowe Price Tax-Free Income Fund, Inc. | TFI | 7006 | Mutual Fund - Parent | |||||
T. Rowe Price Tax-Free Short-Intermediate Fund, Inc. | TFS | 7012 | Mutual Fund - Parent | |||||
T. Rowe Price Total Return Fund, Inc. | TTF | 70HU | Mutual Fund - Parent | |||||
T. Rowe Price U.S. Equity Research Fund, Inc.* | COF | 70E1 | Mutual Fund - Parent | |||||
T. Rowe Price U.S. Large-Cap Core Fund, Inc.* | LCF | 70AH | Mutual Fund - Parent | |||||
T. Rowe Price U.S. Treasury Funds, Inc. | Mutual Fund - Parent | |||||||
T. Rowe Price U.S. Treasury Intermediate Index Fund | USI | 7036 | Mutual Fund - Series | |||||
T. Rowe Price U.S. Treasury Long-Term Index Fund | USL | 7037 | Mutual Fund - Series | |||||
T. Rowe Price U.S. Treasury Money Fund | UST | 7009 | Mutual Fund - Series | |||||
T. Rowe Price Value Fund, Inc.* | VAL | 70D9 | Mutual Fund - Parent | |||||
'40 Act Registered Fund of Funds | ||||||||
T. Rowe Price Retirement Funds, Inc. | Mutual Fund - Parent | |||||||
T. Rowe Price Retirement 2005 Fund* | RPJ | 70Q8 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2010 Fund* | RPA | 70K4 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2015 Fund* | RPG | 70Q9 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2020 Fund* | RPB | 70K5 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2025 Fund* | RPH | 70R0 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2030 Fund* | RPC | 70K6 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2035 Fund* | RPI | 70R1 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2040 Fund* | RPD | 70K7 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2045 Fund* | RPK | 70R9 | Mutual Fund - Series |
355
Mutual Fund Entity Name | Reference ID | Fund Code | Entity Type | |
T. Rowe Price Retirement 2050 Fund* | RPL | 70V2 | Mutual Fund - Series | |
T. Rowe Price Retirement 2055 Fund* | RPM | 70V3 | Mutual Fund - Series | |
T. Rowe Price Retirement 2060 Fund* | RPN | 70FH | Mutual Fund - Series | |
T. Rowe Price Retirement 2065 Fund* | RPO | 70NR | Mutual Fund - Series | |
T. Rowe Price Retirement Balanced Fund* | RPE | 70K9 | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2005 Fund* | RFA | 70PA | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2010 Fund* | RFB | 70PB | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2015 Fund* | RFC | 70PD | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2020 Fund* | RFD | 70PE | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2025 Fund* | RFE | 70PF | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2030 Fund* | RFF | 70PG | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2035 Fund* | RFG | 70PH | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2040 Fund* | RFH | 70PI | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2045 Fund* | RFJ | 70PJ | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2050 Fund* | RFK | 70PL | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2055 Fund* | RFM | 70PM | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2060 Fund* | RFN | 70PN | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2065 Fund* | RFO | 70PO | Mutual Fund - Series | |
T. Rowe Price Retirement Income 2020 Fund* | RIB | 70HZ | Mutual Fund - Series | |
T. Rowe Price Retirement I 2005 Fund—I Class* | RBI | 70GM | Mutual Fund - Series | |
T. Rowe Price Retirement I 2010 Fund—I Class* | RCI | 70GN | Mutual Fund - Series | |
T. Rowe Price Retirement I 2015 Fund—I Class* | RDI | 70GO | Mutual Fund - Series | |
T. Rowe Price Retirement I 2020 Fund—I Class* | RFI | 70GP | Mutual Fund - Series | |
T. Rowe Price Retirement I 2025 Fund—I | RGI | 70GQ | Mutual Fund - Series |
356
Mutual Fund Entity Name | Reference ID | Fund Code | Entity Type | |
Class* | ||||
T. Rowe Price Retirement I 2030 Fund—I Class* | RHI | 70GR | Mutual Fund - Series | |
T. Rowe Price Retirement I 2035 Fund—I Class* | RII | 70GS | Mutual Fund - Series | |
T. Rowe Price Retirement I 2040 Fund—I Class* | RJI | 70GU | Mutual Fund - Series | |
T. Rowe Price Retirement I 2045 Fund—I Class* | RKI | 70GV | Mutual Fund - Series | |
T. Rowe Price Retirement I 2050 Fund—I Class* | RMI | 70GW | Mutual Fund - Series | |
T. Rowe Price Retirement I 2055 Fund—I Class* | RNI | 70GX | Mutual Fund - Series | |
T. Rowe Price Retirement I 2060 Fund—I Class* | ROI | 70GY | Mutual Fund - Series | |
T. Rowe Price Retirement I 2065 Fund—I Class* | RRI | 70NS | Mutual Fund - Series | |
T. Rowe Price Retirement Balanced I Fund—I Class* | RQI | 70GZ | Mutual Fund - Series | |
T. Rowe Price Target 2005 Fund* | TRA | 70EA | Mutual Fund - Series | |
T. Rowe Price Target 2010 Fund* | TRB | 70EB | Mutual Fund - Series | |
T. Rowe Price Target 2015 Fund* | TRC | 70ED | Mutual Fund - Series | |
T. Rowe Price Target 2020 Fund* | TRD | 70EF | Mutual Fund - Series | |
T. Rowe Price Target 2025 Fund* | TRE | 70EG | Mutual Fund - Series | |
T. Rowe Price Target 2030 Fund* | TRG | 70EH | Mutual Fund - Series | |
T. Rowe Price Target 2035 Fund* | TRH | 70EI | Mutual Fund - Series | |
T. Rowe Price Target 2040 Fund* | TRJ | 70EJ | Mutual Fund - Series | |
T. Rowe Price Target 2045 Fund* | TRL | 70EL | Mutual Fund - Series | |
T. Rowe Price Target 2050 Fund* | TRM | 70EM | Mutual Fund - Series | |
T. Rowe Price Target 2055 Fund* | TRN | 70EN | Mutual Fund - Series | |
T. Rowe Price Target 2060 Fund* | TRO | 70FI | Mutual Fund - Series | |
T. Rowe Price Target 2065 Fund* | TRQ | 70NU | Mutual Fund - Series | |
T. Rowe Price Spectrum Fund, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Spectrum Diversified Equity Fund* | SPG | 7043 | Mutual Fund - Series | |
T. Rowe Price Spectrum Income Fund* | SPI | 7044 | Mutual Fund - Series | |
T. Rowe Price Spectrum International Equity Fund* | SPF | 70G1 | Mutual Fund - Series |
357
358
AMENDMENT
NO. 30
TO
Fund Accounting Agreement
This Amendment No. 30 (this “Amendment”) dated November 13, 2023 by and between each Fund listed on Exhibit A (each a “Fund” or collectively the “Funds”) to the Fund Accounting Agreement (as defined below), T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office located at 100 E. Pratt Street, Baltimore, Maryland 21202 (“TRP”) and THE BANK OF NEW YORK MELLON, a bank organized under the Laws of the State of New York, having its principal office located at 240 Greenwich Street, New York, New York 10286 (“BNY Mellon”).
WHEREAS, each Fund, TRP, and BNY Mellon have entered into a Fund Accounting Agreement, dated as of August 1, 2015 (the “Fund Accounting Agreement”); and
WHEREAS, each Fund, TRP, and BNY Mellon desire to amend the Fund Accounting Agreement to reflect certain changes as set forth in this Amendment.
NOW, THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, intending to be legally bound, each Fund, TRP, and BNY Mellon hereby agree as follows:
359
(a) DEFINITIONS
Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Fund Accounting Agreement.
(b) AMENDED EXHIBIT A
Exhibit A to the Fund Accounting Agreement is hereby amended by deleting Exhibit A attached thereto and replacing it in its entirety with the new Exhibit A attached hereto as Attachment A.
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(c) EFFECT ON FUND ACCOUNTING AGREEMENT
In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.
(d) GOVERNING LAW
The laws of the State of New York and the federal laws of the United States applicable therein shall govern, construe, and enforce all of the rights, duties, and obligations arising out of or related in any manner to, the subject matter of this Amendment, notwithstanding any conflict of laws principles.
(e) COUNTERPARTS/FACSIMILE
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. This Amendment may also be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.
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IN WITNESS WHEREOF, each Fund, TRP, and BNY Mellon have executed or caused this Amendment to be executed as of the date and year first above written by its duly authorized representative.
THE BANK OF NEW YORK MELLON |
By: /s/Sarah Fisher |
Name: |
Title: |
Date: |
T. ROWE PRICE ASSOCIATES, INC. |
By: /s/Sara Pak |
Name: Sara Pak |
Title: Vice President |
Date: November 13, 2023 |
On behalf of each Fund listed in Amended Exhibit A By: /s/ Fran Pollack-Matz |
Name: Fran Pollack-Matz |
Title: Vice President |
Date: November 13, 2023 |
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ATTACHMENT A
Amended Exhibit A
Mutual Fund Entity Name | Reference ID | Fund Code | Entity Type |
‘40 Act Registered Funds | |||
T. Rowe Price All-Cap Opportunities Fund, Inc.* | NAG | 7018 | Mutual Fund - Parent |
T. Rowe Price Balanced Fund, Inc.* | BAL | 7047 | Mutual Fund - Parent |
T. Rowe Price Blue Chip Growth Fund, Inc.* | BCG | 70A6 | Mutual Fund - Parent |
T. Rowe Price Capital Appreciation Fund, Inc. | Mutual Fund - Parent | ||
T. Rowe Price Capital Appreciation Fund* | CAF | 7025 | Mutual Fund - Series |
T. Rowe Price Capital Appreciation and Income Fund* | CAFI | 70QS | Mutual Fund - Series |
T. Rowe Price Communications & Technology Fund, Inc.* | MTF | 70A9 | Mutual Fund - Parent |
T. Rowe Price Corporate Income Fund, Inc. | CIF | 70E6 | Mutual Fund - Parent |
T. Rowe Price Credit Opportunities Fund, Inc. | CRO | 70E9 | Mutual Fund - Parent |
T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.* | DMG | 70Q7 | Mutual Fund - Parent |
T. Rowe Price Dividend Growth Fund, Inc.* | DGF | 7081 | Mutual Fund - Parent |
T. Rowe Price Equity Funds, Inc. | Mutual Fund - Parent | ||
T. Rowe Price Hedged Equity Fund | HEF | 70QB | Mutual Fund - Series |
T. Rowe Price Institutional Large-Cap Core Growth Fund* | LCC | 70N7 | Mutual Fund - Series |
T. Rowe Price Large-Cap Growth Fund* | LCG | 70K2 | Mutual Fund - Series |
T. Rowe Price Large-Cap Value Fund* | LCV | 70H6 | Mutual Fund - Series |
T. Rowe Price Institutional Mid-Cap Equity Growth Fund* | MCE | 70F5 | Mutual Fund - Series |
T. Rowe Price Institutional Small-Cap Stock Fund* | SCI | 70H5 | Mutual Fund - Series |
T. Rowe Price Equity Income Fund, Inc.* | EIF | 7019 | Mutual Fund - Parent |
T. Rowe Price Equity Series, Inc. | Mutual Fund - Parent | ||
T. Rowe Price All-Cap Opportunities Portfolio* | NAP | 70D2 | Mutual Fund - Series |
T. Rowe Price Blue Chip Growth Portfolio* | BCP | 70J6 | Mutual Fund - Series |
T. Rowe Price Equity Income Portfolio* | EIP | 70D1 | Mutual Fund - Series |
T. Rowe Price Equity Index 500 Portfolio* | EXP | 70J7 | Mutual Fund - Series |
T. Rowe Price Health Sciences Portfolio* | HSP | 70J5 | Mutual Fund - Series |
T. Rowe Price Mid-Cap Growth Portfolio* | MGP | 70F9 | Mutual Fund - Series |
T. Rowe Price Moderate Allocation Portfolio* | PSP | 70E0 | Mutual Fund - Series |
T. Rowe Price Financial Services Fund, Inc.* | FSF | 70F7 | Mutual Fund - Parent |
T. Rowe Price Fixed Income Series, Inc. | Mutual Fund - Parent | ||
T. Rowe Price Limited-Term Bond Portfolio | LTP | 70D4 | Mutual Fund - Series |
T. Rowe Price Floating Rate Fund, Inc. | FRI | 70BE | Mutual Fund - Parent |
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Mutual Fund Entity Name | Reference ID | Fund Code | Entity Type |
T. Rowe Price Global Allocation Fund, Inc.* | GAF | 70DX | Mutual Fund - Parent |
T. Rowe Price Global Funds, Inc. | Mutual Fund - Parent | ||
T. Rowe Price Institutional Emerging Markets Bond Fund | IEB | 70V0 | Mutual Fund - Series |
T. Rowe Price Institutional Emerging Markets Equity Fund* | IEM | 70N6 | Mutual Fund - Series |
T. Rowe Price Global Value Equity Fund* | IGV | 70DF | Mutual Fund - Series |
T. Rowe Price Institutional International Disciplined Equity Fund* | ICE | 70AQ | Mutual Fund - Series |
T. Rowe Price Global Multi-Sector Bond Fund, Inc. | SNF | 70AF | Mutual Fund - Parent |
T. Rowe Price Global Real Estate Fund, Inc.* | GRE | 70AD | Mutual Fund - Parent |
T. Rowe Price Global Technology Fund, Inc.* | GTF | 70I2 | Mutual Fund - Parent |
T. Rowe Price GNMA Fund, Inc. | GMA | 7020 | Mutual Fund - Parent |
T. Rowe Price Government Money Fund, Inc. | PRF | 7005 | Mutual Fund - Parent |
T. Rowe Price Growth Stock Fund, Inc.* | GSF | 7004 | Mutual Fund - Parent |
T. Rowe Price Health Sciences Fund, Inc.* | HSF | 70F1 | Mutual Fund - Parent |
T. Rowe Price High Yield Fund, Inc. | HYF | 7016 | Mutual Fund - Parent |
T. Rowe Price U.S. High Yield Fund | UHY | 70KA | Mutual Fund - Series |
T. Rowe Price Index Trust, Inc. | Mutual Fund - Parent | ||
T. Rowe Price Equity Index 500 Fund* | EXF | 7041 | Mutual Fund - Series |
T. Rowe Price Extended Equity Market Index Fund* | XMX | 70G8 | Mutual Fund - Series |
T. Rowe Price Mid-Cap Index Fund* | MCX | 70HE | Mutual Fund - Series |
T. Rowe Price Small-Cap Index Fund* | SCX | 70HF | Mutual Fund - Series |
T. Rowe Price U.S. Limited Duration TIPS Index Fund | LDX | 70NZ | Mutual Fund - Series |
T. Rowe Price Total Equity Market Index Fund* | TMX | 70G9 | Mutual Fund - Series |
T. Rowe Price Inflation Protected Bond Fund, Inc. | IPB | 70N5 | Mutual Fund - Parent |
T. Rowe Price Institutional Income Funds, Inc. | Mutual Fund - Parent | ||
T. Rowe Price Institutional Floating Rate Fund | IFR | 70W0 | Mutual Fund - Series |
T. Rowe Price Institutional High Yield Fund | HYI | 70J2 | Mutual Fund - Series |
T. Rowe Price Institutional Long Duration Credit Fund | LDC | 70DW | Mutual Fund - Series |
T. Rowe Price Integrated Equity Funds, Inc. | Mutual Fund - Parent | ||
T. Rowe Price Integrated Global Equity Fund* | QGE | 70HM | Mutual Fund - Series |
T. Rowe Price Integrated U.S. Small-Cap Growth Equity Fund* | DSG | 70G4 | Mutual Fund - Series |
T. Rowe Price Integrated U.S. Small-Mid Cap Core Equity Fund* | QSM | 70HL | Mutual Fund - Series |
T. Rowe Price Integrated U.S. Large-Cap Value Equity Fund* | QMV | 70HJ | Mutual Fund - Series |
364
Mutual Fund Entity Name | Reference ID | Fund Code | Entity Type |
T. Rowe Price Intermediate Tax-Free High Yield Fund, Inc. | ITF | 70FM | Mutual Fund - Parent |
T. Rowe Price International Funds, Inc. | Mutual Fund - Parent | ||
T. Rowe Price Africa & Middle East Fund* | AME | 70V6 | Mutual Fund - Series |
T. Rowe Price Asia Opportunities Fund* | AOF | 70FB | Mutual Fund - Series |
T. Rowe Price China Evolution Equity Fund* | CEE | 70LY | Mutual Fund - Series |
T. Rowe Price Dynamic Credit Fund | DCF | 70LD | Mutual Fund - Series |
T. Rowe Price Dynamic Global Bond Fund | GUN | 70GB | Mutual Fund - Series |
T. Rowe Price Emerging Europe Fund* | EEM | 70I1 | Mutual Fund - Series |
T. Rowe Price Emerging Markets Bond Fund | EMB | 70E3 | Mutual Fund - Series |
T. Rowe Price Emerging Markets Corporate Bond Fund | EMC | 70DB | Mutual Fund - Series |
T. Rowe Price Emerging Markets Discovery Stock Fund* | EMV | 70FY | Mutual Fund - Series |
T. Rowe Price Emerging Markets Local Currency Bond Fund | EML | 70BA | Mutual Fund - Series |
T. Rowe Price Emerging Markets Stock Fund* | EMS | 70E4 | Mutual Fund - Series |
T. Rowe Price European Stock Fund* | ESF | 7040 | Mutual Fund - Series |
T. Rowe Price Global Consumer Fund* | GCF | 70HQ | Mutual Fund - Series |
T. Rowe Price Global Growth Stock Fund* | GLE | 70AE | Mutual Fund - Series |
T. Rowe Price Global High Income Bond Fund | GHI | 70GD | Mutual Fund - Series |
T. Rowe Price Global Impact Equity Fund* | GPF | 70PR | Mutual Fund - Series |
T. Rowe Price Global Industrials Fund* | IND | 70E7 | Mutual Fund - Series |
T. Rowe Price Global Stock Fund* | GLS | 70F2 | Mutual Fund - Series |
T. Rowe Price International Bond Fund | IBF | 7022 | Mutual Fund - Series |
T. Rowe Price International Bond Fund (USD Hedged) | IBH | 70JB | Mutual Fund - Series |
T. Rowe Price International Disciplined Equity Fund* | ICN | 70FN | Mutual Fund - Series |
T. Rowe Price International Discovery Fund* | IDF | 7033 | Mutual Fund - Series |
T. Rowe Price International Stock Fund* | ISF | 7007 | Mutual Fund - Series |
T. Rowe Price International Value Equity Fund* | IGI | 70H1 | Mutual Fund - Series |
T. Rowe Price Japan Fund* | JAF | 7000 | Mutual Fund - Series |
T. Rowe Price Latin America Fund* | LAM | 70C5 | Mutual Fund - Series |
T. Rowe Price New Asia Fund* | NAS | 7045 | Mutual Fund - Series |
T. Rowe Price Overseas Stock Fund* | OSF | 70V1 | Mutual Fund - Series |
T. Rowe Price International Index Fund, Inc. | Mutual Fund - Parent | ||
T. Rowe Price International Equity Index Fund* | IXF | 70J3 | Mutual Fund - Series |
T. Rowe Price International Series, Inc. | Mutual Fund - Parent | ||
T. Rowe Price International Stock Portfolio* | ISP | 70C9 | Mutual Fund - Series |
T. Rowe Price Limited Duration Inflation Focused Bond Fund, Inc. | STI | 70U8 | Mutual Fund - Parent |
365
Mutual Fund Entity Name | Reference ID | Fund Code | Entity Type |
T. Rowe Price Mid-Cap Growth Fund, Inc.* | MCG | 7057 | Mutual Fund - Parent |
T. Rowe Price Mid-Cap Value Fund, Inc.* | MCV | 70F3 | Mutual Fund - Parent |
T. Rowe Price Multi-Sector Account Portfolios, Inc. | Mutual Fund - Parent | ||
T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio | EBS | 70AX | Mutual Fund - Series |
T. Rowe Price Emerging Markets Local Multi- Sector Account Portfolio | ELS | 70AW | Mutual Fund - Series |
T. Rowe Price Floating Rate Multi-Sector Account Portfolio | FRS | 70AV | Mutual Fund - Series |
T. Rowe Price High Yield Multi-Sector Account Portfolio | HYS | 70AY | Mutual Fund - Series |
T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio | IGS | 70AU | Mutual Fund - Series |
T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio | MBS | 70DA | Mutual Fund - Series |
T. Rowe Price Multi-Strategy Total Return Fund, Inc.* | MSR | 70JD | Mutual Fund - Parent |
T. Rowe Price New Era Fund, Inc.* | NEF | 7002 | Mutual Fund - Parent |
T. Rowe Price New Horizons Fund, Inc.* | NHF | 7001 | Mutual Fund - Parent |
T. Rowe Price New Income Fund, Inc. | NIF | 7003 | Mutual Fund - Parent |
T. Rowe Price QM U.S. Bond Index Fund, Inc. | UBX | 70J1 | Mutual Fund - Parent |
T. Rowe Price Real Assets Fund, Inc.* | RAF | 70AP | Mutual Fund - Parent |
T. Rowe Price Real Estate Fund, Inc.* | REF | 70G7 | Mutual Fund - Parent |
T. Rowe Price Reserve Investment Funds, Inc. | Mutual Fund - Parent | ||
T. Rowe Price Government Reserve Fund | RES | 70G5 | Mutual Fund - Series |
T. Rowe Price Short-Term Fund | REI | 70CW | Mutual Fund - Series |
T. Rowe Price Transition Fund | TNF | 70PQ | Mutual Fund - Series |
T. Rowe Price Treasury Reserve Fund | GRS | 70G6 | Mutual Fund - Series |
T. Rowe Price Science & Technology Fund, Inc.* | STF | 7030 | Mutual Fund - Parent |
T. Rowe Price Short-Term Bond Fund, Inc. | STB | 7013 | Mutual Fund - Parent |
T. Rowe Price Short Duration Income Fund | SDI | 70NP | Mutual Fund - Series |
T. Rowe Price Ultra Short-Term Bond Fund | SBF | 70DH | Mutual Fund - Series |
T. Rowe Price Small-Cap Stock Fund, Inc.* | SCS | 7031 | Mutual Fund - Parent |
T. Rowe Price Small-Cap Value Fund, Inc.* | SCV | 7032 | Mutual Fund - Parent |
T. Rowe Price Spectrum Funds II, Inc. | Mutual Fund - Parent | ||
T. Rowe Price Spectrum Conservative Allocation Fund* | PSI | 70D6 | Mutual Fund - Series |
T. Rowe Price Spectrum Moderate Allocation Fund* | PSB | 70D7 | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Fund Code | Entity Type |
T. Rowe Price Spectrum Moderate Growth Allocation Fund* | PSG | 70D8 | Mutual Fund - Series |
T. Rowe Price State Tax-Free Funds, Inc. | Mutual Fund - Parent | ||
T. Rowe Price California Tax-Free Bond Fund | CAB | 7026 | Mutual Fund - Series |
T. Rowe Price Georgia Tax-Free Bond Fund | GAB | 7093 | Mutual Fund - Series |
T. Rowe Price Maryland Short-Term Tax-Free Bond Fund | MDS | 7079 | Mutual Fund - Series |
T. Rowe Price Maryland Tax-Free Bond Fund | MDB | 7029 | Mutual Fund - Series |
T. Rowe Price Maryland Tax-Free Money Fund | MDM | 70K0 | Mutual Fund - Series |
T. Rowe Price New Jersey Tax-Free Bond Fund | NJB | 7048 | Mutual Fund - Series |
T. Rowe Price New York Tax-Free Bond Fund | NYB | 7023 | Mutual Fund - Series |
T. Rowe Price Virginia Tax-Free Bond Fund | VAB | 7049 | Mutual Fund - Series |
T. Rowe Price Summit Funds, Inc. | Mutual Fund - Parent | ||
T. Rowe Price Cash Reserves Fund | SCR | 70B5 | Mutual Fund - Series |
T. Rowe Price Summit Municipal Funds, Inc. | Mutual Fund - Parent | ||
T. Rowe Price Summit Municipal Income Fund | SMI | 70B9 | Mutual Fund - Series |
T. Rowe Price Summit Municipal Intermediate Fund | SMT | 70B8 | Mutual Fund - Series |
T. Rowe Price Tax-Efficient Funds, Inc. | Mutual Fund - Parent | ||
T. Rowe Price Tax-Efficient Equity Fund* | TMC | 70J4 | Mutual Fund - Series |
T. Rowe Price Tax-Exempt Money Fund, Inc. | TEM | 7008 | Mutual Fund - Parent |
T. Rowe Price Tax-Free High Yield Fund, Inc. | TFH | 7017 | Mutual Fund - Parent |
T. Rowe Price Tax-Free Income Fund, Inc. | TFI | 7006 | Mutual Fund - Parent |
T. Rowe Price Tax-Free Short-Intermediate Fund, Inc. | TFS | 7012 | Mutual Fund - Parent |
T. Rowe Price Total Return Fund, Inc. | TTF | 70HU | Mutual Fund - Parent |
T. Rowe Price U.S. Equity Research Fund, Inc.* | COF | 70E1 | Mutual Fund - Parent |
T. Rowe Price U.S. Large-Cap Core Fund, Inc.* | LCF | 70AH | Mutual Fund - Parent |
T. Rowe Price U.S. Treasury Funds, Inc. | Mutual Fund - Parent | ||
T. Rowe Price U.S. Treasury Intermediate Index Fund | USI | 7036 | Mutual Fund - Series |
T. Rowe Price U.S. Treasury Long-Term Index Fund | USL | 7037 | Mutual Fund - Series |
T. Rowe Price U.S. Treasury Money Fund | UST | 7009 | Mutual Fund - Series |
T. Rowe Price Value Fund, Inc.* | VAL | 70D9 | Mutual Fund - Parent |
'40 Act Registered Fund of Funds | |||
T. Rowe Price Retirement Funds, Inc. | Mutual Fund - Parent | ||
T. Rowe Price Retirement 2005 Fund* | RPJ | 70Q8 | Mutual Fund - Series |
T. Rowe Price Retirement 2010 Fund* | RPA | 70K4 | Mutual Fund - Series |
T. Rowe Price Retirement 2015 Fund* | RPG | 70Q9 | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Fund Code | Entity Type |
T. Rowe Price Retirement 2020 Fund* | RPB | 70K5 | Mutual Fund - Series |
T. Rowe Price Retirement 2025 Fund* | RPH | 70R0 | Mutual Fund - Series |
T. Rowe Price Retirement 2030 Fund* | RPC | 70K6 | Mutual Fund - Series |
T. Rowe Price Retirement 2035 Fund* | RPI | 70R1 | Mutual Fund - Series |
T. Rowe Price Retirement 2040 Fund* | RPD | 70K7 | Mutual Fund - Series |
T. Rowe Price Retirement 2045 Fund* | RPK | 70R9 | Mutual Fund - Series |
T. Rowe Price Retirement 2050 Fund* | RPL | 70V2 | Mutual Fund - Series |
T. Rowe Price Retirement 2055 Fund* | RPM | 70V3 | Mutual Fund - Series |
T. Rowe Price Retirement 2060 Fund* | RPN | 70FH | Mutual Fund - Series |
T. Rowe Price Retirement 2065 Fund* | RPO | 70NR | Mutual Fund - Series |
T. Rowe Price Retirement Balanced Fund* | RPE | 70K9 | Mutual Fund - Series |
T. Rowe Price Retirement Blend 2005 Fund* | RFA | 70PA | Mutual Fund - Series |
T. Rowe Price Retirement Blend 2010 Fund* | RFB | 70PB | Mutual Fund - Series |
T. Rowe Price Retirement Blend 2015 Fund* | RFC | 70PD | Mutual Fund - Series |
T. Rowe Price Retirement Blend 2020 Fund* | RFD | 70PE | Mutual Fund - Series |
T. Rowe Price Retirement Blend 2025 Fund* | RFE | 70PF | Mutual Fund - Series |
T. Rowe Price Retirement Blend 2030 Fund* | RFF | 70PG | Mutual Fund - Series |
T. Rowe Price Retirement Blend 2035 Fund* | RFG | 70PH | Mutual Fund - Series |
T. Rowe Price Retirement Blend 2040 Fund* | RFH | 70PI | Mutual Fund - Series |
T. Rowe Price Retirement Blend 2045 Fund* | RFJ | 70PJ | Mutual Fund - Series |
T. Rowe Price Retirement Blend 2050 Fund* | RFK | 70PL | Mutual Fund - Series |
T. Rowe Price Retirement Blend 2055 Fund* | RFM | 70PM | Mutual Fund - Series |
T. Rowe Price Retirement Blend 2060 Fund* | RFN | 70PN | Mutual Fund - Series |
T. Rowe Price Retirement Blend 2065 Fund* | RFO | 70PO | Mutual Fund - Series |
T. Rowe Price Retirement Income 2020 Fund* | RIB | 70HZ | Mutual Fund - Series |
T. Rowe Price Retirement I 2005 Fund—I Class* | RBI | 70GM | Mutual Fund - Series |
T. Rowe Price Retirement I 2010 Fund—I Class* | RCI | 70GN | Mutual Fund - Series |
T. Rowe Price Retirement I 2015 Fund—I Class* | RDI | 70GO | Mutual Fund - Series |
T. Rowe Price Retirement I 2020 Fund—I Class* | RFI | 70GP | Mutual Fund - Series |
T. Rowe Price Retirement I 2025 Fund—I Class* | RGI | 70GQ | Mutual Fund - Series |
T. Rowe Price Retirement I 2030 Fund—I Class* | RHI | 70GR | Mutual Fund - Series |
T. Rowe Price Retirement I 2035 Fund—I Class* | RII | 70GS | Mutual Fund - Series |
T. Rowe Price Retirement I 2040 Fund—I Class* | RJI | 70GU | Mutual Fund - Series |
T. Rowe Price Retirement I 2045 Fund—I Class* | RKI | 70GV | Mutual Fund - Series |
T. Rowe Price Retirement I 2050 Fund—I Class* | RMI | 70GW | Mutual Fund - Series |
T. Rowe Price Retirement I 2055 Fund—I Class* | RNI | 70GX | Mutual Fund - Series |
T. Rowe Price Retirement I 2060 Fund—I Class* | ROI | 70GY | Mutual Fund - Series |
T. Rowe Price Retirement I 2065 Fund—I Class* | RRI | 70NS | Mutual Fund - Series |
T. Rowe Price Retirement Balanced I Fund—I Class* | RQI | 70GZ | Mutual Fund - Series |
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T. Rowe Price Target 2005 Fund* | TRA | 70EA | Mutual Fund - Series |
T. Rowe Price Target 2010 Fund* | TRB | 70EB | Mutual Fund - Series |
T. Rowe Price Target 2015 Fund* | TRC | 70ED | Mutual Fund - Series |
T. Rowe Price Target 2020 Fund* | TRD | 70EF | Mutual Fund - Series |
T. Rowe Price Target 2025 Fund* | TRE | 70EG | Mutual Fund - Series |
T. Rowe Price Target 2030 Fund* | TRG | 70EH | Mutual Fund - Series |
T. Rowe Price Target 2035 Fund* | TRH | 70EI | Mutual Fund - Series |
T. Rowe Price Target 2040 Fund* | TRJ | 70EJ | Mutual Fund - Series |
T. Rowe Price Target 2045 Fund* | TRL | 70EL | Mutual Fund - Series |
T. Rowe Price Target 2050 Fund* | TRM | 70EM | Mutual Fund - Series |
T. Rowe Price Target 2055 Fund* | TRN | 70EN | Mutual Fund - Series |
T. Rowe Price Target 2060 Fund* | TRO | 70FI | Mutual Fund - Series |
T. Rowe Price Target 2065 Fund* | TRQ | 70NU | Mutual Fund - Series |
T. Rowe Price Spectrum Fund, Inc. | Mutual Fund - Parent | ||
T. Rowe Price Spectrum Diversified Equity Fund* | SPG | 7043 | Mutual Fund - Series |
T. Rowe Price Spectrum Income Fund* | SPI | 7044 | Mutual Fund - Series |
T. Rowe Price Spectrum International Equity Fund* | SPF | 70G1 | Mutual Fund - Series |
*Indicates the applicable Fund is receiving both Wash Sales and Tax Efficiency Services.
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AMENDMENT
NO. 31
TO
Fund Accounting Agreement
This Amendment No. 31 (this “Amendment”) dated December 15, 2023 by and between each Fund listed on Exhibit A (each a “Fund” or collectively the “Funds”) to the Fund Accounting Agreement (as defined below), T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office located at 100 E. Pratt Street, Baltimore, Maryland 21202 (“TRP”) and THE BANK OF NEW YORK MELLON, a bank organized under the Laws of the State of New York, having its principal office located at 240 Greenwich Street, New York, New York 10286 (“BNY Mellon”).
WHEREAS, each Fund, TRP, and BNY Mellon have entered into a Fund Accounting Agreement, dated as of August 1, 2015 (the “Fund Accounting Agreement”); and
WHEREAS, each Fund, TRP, and BNY Mellon desire to amend the Fund Accounting Agreement to reflect certain changes as set forth in this Amendment.
NOW, THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, intending to be legally bound, each Fund, TRP, and BNY Mellon hereby agree as follows:
(i) DEFINITIONS
Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Fund Accounting Agreement.
(j) SCHEDULE OF SERVICES
370
The Fund Accounting Agreement is hereby amended by deleting Schedule I (Schedule of Services) attached thereto and replacing it in its entirety with the new Schedule I (Schedule of Services) attached hereto as Attachment A.
(k) COMPENSATION
The Fund Accounting Agreement is hereby amended by deleting Schedule IV (Compensation) attached thereto and replacing it in its entirety with the new Schedule IV (Compensation) attached hereto as Attachment B.
(l) SERVICE LEVEL DESCRIPTION
The Fund Accounting Agreement is hereby amended by deleting the Service Level Description attached thereto and replacing it in its entirety with the new Service Level Description attached hereto as Attachment C.
(m) EFFECT ON FUND ACCOUNTING AGREEMENT
In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling with respect to the subject matter of this Amendment. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.
(n) GOVERNING LAW
The laws of the State of New York and the federal laws of the United States applicable therein shall govern, construe, and enforce all of the rights, duties, and obligations arising out of or related in any manner to, the subject matter of this Amendment, notwithstanding any conflict of laws principles.
371
(o) COUNTERPARTS/FACSIMILE
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. This Amendment may also be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.
372
IN
WITNESS WHEREOF, each Fund, TRP, and BNY Mellon have executed or caused this Amendment to be executed
as of the date and year first above written by its duly authorized representative.
THE BANK OF NEW YORK MELLON |
By: /s/Michael Green |
Name: Michael Green |
Title: Managing Director |
T. ROWE PRICE ASSOCIATES, INC. |
By: /s/David Oestreicher |
Name: David Oestreicher |
Title: General Counsel |
On behalf of
each Fund listed in Exhibit A
to the Fund Accounting Agreement By: /s/ Fran Pollack-Matz |
Name: Fran Pollack-Matz |
Title: Secretary and Vice President of the Funds |
373
ATTACHMENT A
AMENDED SCHEDULE I
Schedule of Services
All services provided in this Schedule of Services are subject to the review and approval of the appropriate Fund officers, Fund counsel and accountants of each Fund, as may be applicable. The services included on this Schedule of Services may be provided by BNY Mellon or a BNY Mellon Affiliate, collectively referred to herein as “BNY Mellon”. Additionally, the services provided shall comply with generally accepted accounting principles, regulatory requirements and/or such TRP policies and Instructions as applicable.
VALUATION SUPPORT AND COMPUTATION ACCOUNTING SERVICES
BNY Mellon shall provide the following valuation support and computation accounting services for each Fund:
Journalize investment, capital share and income and expense activities;
Maintain individual ledgers for investment securities;
Maintain historical tax lots for each security;
Corporate action processing as more fully set forth in the SLDs;
Reconcile cash and investment balances of each Fund with the Fund’s custodian or other counterparties as applicable;
Provide a Fund’s investment adviser, as applicable, with the cash balance available for investment purposes at start-of-day and upon request, as agreed by the parties;
Calculate capital gains and losses;
Calculate daily distribution rate per share;
Determine net income;
Obtain security market quotes and currency exchange rates from pricing services approved by a Fund’s investment adviser, or if such quotes are unavailable, then obtain such prices from the Fund’s investment adviser, and in either case, calculate the market value of each Fund’s investments in accordance with the Fund's valuation policies or guidelines; provided, however, that BNY Mellon shall not under any circumstances be under a duty to independently price or value any of the Fund's investments, including securities lending related cash collateral investments (with the exception of the services provided hereunder to Funds utilized for such cash collateral investments), itself or to confirm or validate any information or valuation provided by the investment adviser or any other pricing source, nor shall BNY Mellon have any liability relating to inaccuracies or otherwise with respect to such information or valuations; notwithstanding the foregoing, BNY Mellon shall follow the established procedures and controls to identify exceptions, tolerance breaches, etc. and to research and resolve or escalate any pricing inaccuracies;
Application of the established automated price validation rules against prices received from third party vendors and review of exceptions as identified;
Calculate Net Asset Value in the manner specified in the Fund’s Offering Materials (which, for the service described herein, shall include the Fund’s Net Asset Value error policy);
Calculate Accumulated Unit Values (“AUV”) for select funds as mutually agreed upon between the parties;
374
Transmit or make available a copy of the daily portfolio valuation to a Fund’s investment adviser;
Calculate yields, portfolio dollar-weighted average maturity and dollar-weighted average life as applicable; and
Calculate portfolio turnover rate for inclusion in the annual and semi-annual shareholder reports.
For money market funds, obtain security market quotes and calculate the market-value Net Asset Value in accordance with the Fund’s valuation policies and guidelines at such times and frequencies as required by regulation and/or instruction from TRP.
FINANCIAL REPORTING; TYPESETTING SERVICES; MONEY MARKET FUND SERVICES
BNY Mellon shall provide the following financial reporting services for each Fund:
Financial Statement Preparation & Review
· Prepare the Fund’s annual and semi-annual shareholder reports1 for shareholder delivery and for inclusion in Form N-CSR;
· Prepare the Fund’s fiscal quarterly schedule of portfolio holdings for inclusion in Part F of Form N-PORT;
· Prepare, circulate and maintain the Fund’s financial reporting production calendar and track status of reporting cycles;
and
· Prepare and coordinate the filing of the Fund’s monthly website files and Form N-MFP, as applicable to money market funds.
Typesetting Services
· Create financial compositions for the applicable financial report and related EDGAR files;
· Document publishing, including the output of print-ready PDF files and EDGAR html files. This includes providing Financial Highlights tables for inclusion in prospectus filings;
· Maintain country codes, industry class codes, security class codes and state codes;
· Map individual general ledger accounts into master accounts to be displayed in the applicable financial reports;
1 Required “Typesetting Services “ as described herein.
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· Create components that will specify the proper grouping and sorting for display of portfolio information;
· Create components that will specify the proper calculation and display of financial data required for each applicable financial report (except for identified manual entries, which BNY Mellon will enter);
· Process, convert and load security and general ledger data;
· Generate financial reports using the Vendor’s capabilities which may include the following:
o table of contents;
o highlights and market commentary;
o management’s discussion of fund performance, commentary including related charts and graphs;
o disclosure of Fund performance and expenses, including related charts and graphs;
o schedules of investments;
o statement of net assets;
o statements of assets and liabilities;
o statements of operation;
o statements of changes;
o statements of cash flows;
o financial highlights;
o notes to financial statements;
o front and back cover, including Directors and Officers tables as well as Liquidity Risk information;
o report of independent registered public accounting firm;
o tax information; and
o additional Fund information as mutually agreed in writing between BNY Mellon and a Fund.
· Unless mutually agreed in writing between BNY Mellon and a Fund, solely with respect to typesetting services, BNY Mellon will use the same layout and format for every successive reporting period for the typeset reports. At the request of a Fund and upon the mutual written agreement of BNY Mellon and the Fund as to the scope of any changes and additional compensation of BNY Mellon, BNY Mellon will, or will cause the Vendor to, change the format or layout of reports from time to time.
· The provisions of this Typesetting Services section shall become effective as of, and the services set forth in this Typesetting Services section (“Typesetting Services”) shall commence effective as of, September 1, 2022 (the “Typesetting Effective Date”), and unless otherwise terminated earlier in accordance with the terms and conditions of the Agreement, shall continue for an initial term of two (2) years ending on August 31, 2024 (the “Initial Typesetting Term”). Thereafter, the provisions of this Typesetting Services section and the Typesetting services shall continue for successive one (1) year renewal terms (each a “Renewal Typesetting Term”) unless either party provides written notice to the other party that this Typesetting Services section and the Typesetting Services are not to be renewed, and such notice is received by the other party no later than one hundred eighty (180) days prior to the end of the Initial Typesetting Term or the applicable Renewal Typesetting Term, as applicable; provided,
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however, that, for the avoidance of doubt, the term of this Typesetting Services section and the Typesetting services shall automatically without any further action by either party terminate upon the expiration or earlier termination of the Agreement or this Schedule of Services.
Money Market Fund Services
· For each Fund requiring an intraday “floating” Net Asset Value, BNY Mellon shall calculate Net Asset Value in the manner specified in the Fund’s Offering Materials at the following two (2) times during a day the Fund is open for subscription and redemption activity; (i) 12:00 PM EST; and (ii) 4:00 PM EST inclusive of the daily distribution factor per share. During the applicable period of the calendar year, daylight savings times will be substituted for the above times as appropriate. The parties acknowledge the calculation of the intraday “floating” Net Asset Values are subject to the Fund’s policies on as of transactions, NAV error correction, and such other policies that may impact the calculation of a Fund’s Net Asset Value.
· BNY Mellon shall provide the following information in a mutually agreed upon electronic format to support the website disclosure requirements of the Funds, subject to BNY Mellon’s timely receipt of all necessary information related thereto that is not maintained on the BNY Mellon systems. The Funds acknowledge that BNY Mellon is not responsible for the Funds’ website, for any servicing on the Funds’ website, or for uploading, downloading or maintaining any information on or required to be on the Funds’ website.
o Date.
o Fund identifier.
o Share class.
o Market NAV (rounded to four (4) decimal places).
o Daily liquid assets.
o Weekly liquid assets.
o Shareholder inflows and outflows.
· Assist with the preparation and filing with the SEC of Form N-CR as requested by the Fund or Adviser.
· BNY Mellon shall, or shall cause the Vendor, to: (i) prepare, on a monthly basis, Form N-MFP, subject to BNY Mellon’s timely receipt of all necessary information related thereto that is not maintained on the BNY Mellon systems; and (ii) file Form N-MFP with the SEC, on a monthly basis; and
· Prepare and provide an electronic file of the portfolio holdings information required by Rule 2a-7(h)(10) to the Fund or, at the Fund’s written direction, to an identified third party (the deliverables for the above money market fund services collectively referred to as, the “Money Market Fund Services Reports”).
· Neither BNY Mellon nor the Vendor, in connection with a particular Money Market Fund Services Report, will prepare, provide or generate any reports, forms or files not specifically agreed to by BNY Mellon in advance.
· The applicable Fund acknowledges that it shall be responsible for the retention of any Money Market Fund Services Reports in accordance with Rule 2a-7 promulgated under the 1940 Act or any other applicable rule or regulation.
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· Unless mutually agreed in writing between BNY Mellon and a Fund, solely with respect to typesetting of the Money Market Fund Services Reports, BNY Mellon will use the same layout and format for every successive reporting period for the Money Market Fund Services Reports. At the request of a Fund and upon the mutual written agreement of BNY Mellon and the Fund as to the scope of any changes and additional compensation of BNY Mellon, BNY Mellon will, or will cause the Vendor to, customize Money Market Fund Services Reports from time to time.
TAX SUPPORT SERVICES
BNY Mellon shall provide the following tax support services for each Fund:
Provide various data and reports as agreed upon in the SLDs to support TRP’s tax reporting and tax filing obligations, including:
· QDI reporting;
· DRD reporting;
· PFIC analysis;
· Straddle analysis;
· Paydown adjustments;
· Equalization debit adjustments
· Tax compliance under §851, §817(h);
· Foreign bond sale analysis (§988);
· Troubled debt analysis;
· Estimation of income for excise tax purposes;
· Swap analysis;
· Inflation adjustments;
· §1256 adjustments;
· Market discount analysis;
· OID adjustments;
· CPDI analysis;
· Shareholder tax reporting information (e.g. FTC, UGG income, foreign source income by country, exempt income by state);
Provide data, and reports based on such data, maintained by BNY Mellon on its fund accounting platform as reasonably requested by TRP to support TRP’s obligations to comply with requests from tax authorities and TRP’s tax reporting and tax filing obligations.
Assist with other tax-related data needs as mutually agreed upon in writing from time-to-time.
BNY Mellon shall provide the following tax support services solely to the Funds indicated in Amended Exhibit A:
Wash Sales
· Provide various data and reports as agreed upon in the SLDs to support TRP’s tax reporting and tax filing obligations.
Tax Efficiency Services
· Provide tax efficient automated tax lot relief functionality within the BNY Mellon accounting system that incorporates wash sale activity and applies the tax lot relief methodology as instructed by TRP and/or the applicable Fund for optimization.2
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Tax Efficiency Services are provided to the applicable Fund(s) solely in accordance with the methodology developed by such Fund or its designee and such methodology is furnished to BNY Mellon in an Instruction. The provision of Tax Efficiency Services shall not be construed as BNY Mellon providing investment or tax advice.
FUND ADMINISTRATION SERVICES
BNY Mellon shall provide the following fund administration services for each Fund, Series and class:
Calculate Fund approved income and per share amounts required for periodic distributions to be made by the applicable Fund, Series or class;
Coordinate a Fund’s annual audit and respond timely and completely to related requests;
Cooperate with each Fund’s independent auditors;
Supply various normal and customary portfolio and Fund statistical data as requested on an ongoing basis;
If the chief executive officer or chief financial officer of a Fund is required to provide a certification as part of the Fund’s Form N-Q or Form N-CSR filing pursuant to regulations promulgated by the SEC under Section 302 of the Sarbanes-Oxley Act of 2002, provide a sub-certification in support of certain matters set forth in the aforementioned certification. Such sub-certification is to be in such form and relating to such matters as reasonably agreed to by BNY Mellon in advance. BNY Mellon shall be required to provide the sub-certification only during the term of this Agreement with respect to the applicable Fund or Series and only if it receives such cooperation as it may request to perform its investigations with respect to the sub-certification. For clarity, the sub-certification is not itself a certification under the Sarbanes-Oxley Act of 2002 or under any other law, rule or regulation; and
BNY Mellon shall provide the following fund administration services to the Funds to support TRP’s fund administration obligations to the Funds:
With respect to such IRS-related testing as agreed between TRP and BNY Mellon in writing from time to time, monitor a Fund’s compliance, on a post-trade basis, with such tests, provided that BNY Mellon maintains in the normal course of its business the data necessary to perform such testing. Notwithstanding anything to the contrary in Section 7 (Standard of Care; Limitations of Liability; Indemnification) of the Agreement, BNY Mellon shall be liable for Liabilities sustained or incurred in connection with the aforementioned service in an amount in the aggregate in each twelve (12) month period no more than three (3) times the fees received by BNY Mellon for such aforementioned service with respect to such twelve (12) month period. Note, this service is provided on a Fund-by-Fund basis. For the avoidance of doubt, BNY Mellon shall not be responsible for any action or inaction with respect to a Fund in connection with
379
the aforementioned Services prior to being instructed by TRP to commence and invoice such Services with respect to such Fund.
2 Required “Wash Sales “ as described herein.
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REGULATORY ADMINISTRATION SERVICES
BNY Mellon shall provide the following regulatory administration services for each Fund and Series:
Assist the Fund in responding to SEC examination requests by providing requested documents in the possession of BNY Mellon that are on the SEC examination request list and by making employees responsible for providing services available to regulatory authorities having jurisdiction over the performance of such services as may be required or reasonably requested by such regulatory authorities;
Assist with and/or coordinate such other filings, notices and regulatory matters and other due diligence requests or requests for proposal on such terms and conditions as BNY Mellon and the applicable Fund on behalf of itself and its Series may mutually agree upon in writing from time to time; and
38a-1 Compliance Support Services:
· Provide compliance policies and procedures related to services provided by BNY Mellon and, if mutually agreed, certain of the BNY Mellon Affiliates; summary procedures thereof; and periodic certification letters.
· Such Compliance Support Services are administrative in nature and do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a Fund or any other person, and such services are subject to review and approval by the applicable Fund and by the Fund’s legal counsel.
· Provide access to Fund records so as to permit the Fund or TRP to test the performance of BNY Mellon in providing the services under this Agreement.
· Such Compliance Support Services performed by BNY Mellon under this Agreement shall be at the request and direction of the Fund and/or its chief compliance officer (the “Fund’s CCO”), as applicable. BNY Mellon disclaims liability to the Fund, and the Fund is solely responsible, for the selection, qualifications and performance of the Fund’s CCO and the adequacy and effectiveness of the Fund’s compliance program.
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AMENDMENT
NO. 32
TO
Fund Accounting Agreement
This Amendment No. 32 (this “Amendment”) dated January 2, 2024 by and between each Fund listed on Exhibit A (each a “Fund” or collectively the “Funds”) to the Fund Accounting Agreement (as defined below), T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office located at 100 E. Pratt Street, Baltimore, Maryland 21202 (“TRP”) and THE BANK OF NEW YORK MELLON, a bank organized under the Laws of the State of New York, having its principal office located at 240 Greenwich Street, New York, New York 10286 (“BNY Mellon”).
WHEREAS, each Fund, TRP, and BNY Mellon have entered into a Fund Accounting Agreement, dated as of August 1, 2015 (the “Fund Accounting Agreement”); and
WHEREAS, each Fund, TRP, and BNY Mellon desire to amend the Fund Accounting Agreement to reflect certain changes as set forth in this Amendment.
NOW, THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, intending to be legally bound, each Fund, TRP, and BNY Mellon hereby agree as follows:
(p) DEFINITIONS
Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Fund Accounting Agreement.
(q) AMENDED EXHIBIT A
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Exhibit A to the Fund Accounting Agreement is hereby amended by deleting Exhibit A attached thereto and replacing it in its entirety with the new Exhibit A attached hereto as Attachment A.
(r) EFFECT ON FUND ACCOUNTING AGREEMENT
In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.
(s) GOVERNING LAW
The laws of the State of New York and the federal laws of the United States applicable therein shall govern, construe, and enforce all of the rights, duties, and obligations arising out of or related in any manner to, the subject matter of this Amendment, notwithstanding any conflict of laws principles.
(t) COUNTERPARTS/FACSIMILE
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties. This Amendment may also be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.
383
IN
WITNESS WHEREOF, each Fund, TRP, and BNY Mellon have executed or caused this Amendment to be executed
as of the date and year first above written by its duly authorized representative.
THE BANK OF NEW YORK MELLON |
By: /s/Sarah Fisher |
Name: Sarah Fisher |
Title: Senior Vice President |
Date: January 4, 2024 |
T. ROWE PRICE ASSOCIATES, INC. |
By: /s/ Sara Pak |
Name: Sara Pak |
Title: Vice President |
Date: January 2, 2024 |
On behalf of each Fund listed in Amended Exhibit A By: /s/ Fran Pollack-Matz |
Name: Fran Pollack-Matz |
Title: Vice President |
Date: January 2, 2024 |
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ATTACHMENT A
Amended Exhibit A
Mutual Fund Entity Name | Reference ID | Fund Code | Entity Type | |
‘40 Act Registered Funds | ||||
T. Rowe Price All-Cap Opportunities Fund, Inc.* | NAG | 7018 | Mutual Fund - Parent | |
T. Rowe Price Balanced Fund, Inc.* | BAL | 7047 | Mutual Fund - Parent | |
T. Rowe Price Blue Chip Growth Fund, Inc.* | BCG | 70A6 | Mutual Fund - Parent | |
T. Rowe Price Capital Appreciation Fund, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Capital Appreciation Fund* | CAF | 7025 | Mutual Fund - Series | |
T. Rowe Price Capital Appreciation and Income Fund* | CAFI | 70QS | Mutual Fund - Series | |
T. Rowe Price Communications & Technology Fund, Inc.* | MTF | 70A9 | Mutual Fund - Parent | |
T. Rowe Price Corporate Income Fund, Inc. | CIF | 70E6 | Mutual Fund - Parent | |
T. Rowe Price Credit Opportunities Fund, Inc. | CRO | 70E9 | Mutual Fund - Parent | |
T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.* | DMG | 70Q7 | Mutual Fund - Parent | |
T. Rowe Price Dividend Growth Fund, Inc.* | DGF | 7081 | Mutual Fund - Parent | |
T. Rowe Price Equity Funds, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Hedged Equity Fund | HEF | 70QB | Mutual Fund - Series | |
T. Rowe Price Institutional Large-Cap Core Growth Fund* | LCC | 70N7 | Mutual Fund - Series | |
T. Rowe Price Large-Cap Growth Fund* | LCG | 70K2 | Mutual Fund - Series | |
T. Rowe Price Large-Cap Value Fund* | LCV | 70H6 | Mutual Fund - Series | |
T. Rowe Price Institutional Mid-Cap Equity Growth Fund* | MCE | 70F5 | Mutual Fund - Series | |
T. Rowe Price Institutional Small-Cap Stock Fund* | SCI | 70H5 | Mutual Fund - Series | |
T. Rowe Price Equity Income Fund, Inc.* | EIF | 7019 | Mutual Fund - Parent | |
T. Rowe Price Equity Series, Inc. | Mutual Fund - Parent | |||
T. Rowe Price All-Cap Opportunities Portfolio* | NAP | 70D2 | Mutual Fund - Series | |
T. Rowe Price Blue Chip Growth Portfolio* | BCP | 70J6 | Mutual Fund - Series | |
T. Rowe Price Equity Income Portfolio* | EIP | 70D1 | Mutual Fund - Series | |
T. Rowe Price Equity Index 500 Portfolio* | EXP | 70J7 | Mutual Fund - Series | |
T. Rowe Price Health Sciences Portfolio* | HSP | 70J5 | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Growth Portfolio* | MGP | 70F9 | Mutual Fund - Series | |
T. Rowe Price Moderate Allocation Portfolio* | PSP | 70E0 | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Fund Code | Entity Type | |
T. Rowe Price Financial Services Fund, Inc.* | FSF | 70F7 | Mutual Fund - Parent | |
T. Rowe Price Fixed Income Series, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Limited-Term Bond Portfolio | LTP | 70D4 | Mutual Fund - Series | |
T. Rowe Price Floating Rate Fund, Inc. | FRI | 70BE | Mutual Fund - Parent | |
T. Rowe Price Global Allocation Fund, Inc.* | GAF | 70DX | Mutual Fund - Parent | |
T. Rowe Price Global Funds, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Institutional Emerging Markets Bond Fund | IEB | 70V0 | Mutual Fund - Series | |
T. Rowe Price Institutional Emerging Markets Equity Fund* | IEM | 70N6 | Mutual Fund - Series | |
T. Rowe Price Global Value Equity Fund* | IGV | 70DF | Mutual Fund - Series | |
T. Rowe Price Institutional International Disciplined Equity Fund* | ICE | 70AQ | Mutual Fund - Series | |
T. Rowe Price Global Multi-Sector Bond Fund, Inc. | SNF | 70AF | Mutual Fund - Parent | |
T. Rowe Price Global Real Estate Fund, Inc.* | GRE | 70AD | Mutual Fund - Parent | |
T. Rowe Price Global Technology Fund, Inc.* | GTF | 70I2 | Mutual Fund - Parent | |
T. Rowe Price GNMA Fund, Inc. | GMA | 7020 | Mutual Fund - Parent | |
T. Rowe Price Government Money Fund, Inc. | PRF | 7005 | Mutual Fund - Parent | |
T. Rowe Price Growth Stock Fund, Inc.* | GSF | 7004 | Mutual Fund - Parent | |
T. Rowe Price Health Sciences Fund, Inc.* | HSF | 70F1 | Mutual Fund - Parent | |
T. Rowe Price High Yield Fund, Inc. | HYF | 7016 | Mutual Fund - Parent | |
T. Rowe Price U.S. High Yield Fund | UHY | 70KA | Mutual Fund - Series | |
T. Rowe Price Index Trust, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Equity Index 500 Fund* | EXF | 7041 | Mutual Fund - Series | |
T. Rowe Price Extended Equity Market Index Fund* | XMX | 70G8 | Mutual Fund - Series | |
T. Rowe Price Mid-Cap Index Fund* | MCX | 70HE | Mutual Fund - Series | |
T. Rowe Price Small-Cap Index Fund* | SCX | 70HF | Mutual Fund - Series | |
T. Rowe Price U.S. Limited Duration TIPS Index Fund | LDX | 70NZ | Mutual Fund - Series | |
T. Rowe Price Total Equity Market Index Fund* | TMX | 70G9 | Mutual Fund - Series | |
T. Rowe Price Inflation Protected Bond Fund, Inc. | IPB | 70N5 | Mutual Fund - Parent | |
T. Rowe Price Institutional Income Funds, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Institutional Floating Rate Fund | IFR | 70W0 | Mutual Fund - Series | |
T. Rowe Price Institutional High Yield Fund | HYI | 70J2 | Mutual Fund - Series | |
T. Rowe Price Institutional Long | LDC | 70DW | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Fund Code | Entity Type | |
Duration Credit Fund | ||||
T. Rowe Price Integrated Equity Funds, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Integrated Global Equity Fund* | QGE | 70HM | Mutual Fund - Series | |
T. Rowe Price Integrated U.S. Small-Cap Growth Equity Fund* | DSG | 70G4 | Mutual Fund - Series | |
T. Rowe Price Integrated U.S. Small-Mid Cap Core Equity Fund* | QSM | 70HL | Mutual Fund - Series | |
T. Rowe Price Integrated U.S. Large-Cap Value Equity Fund* | QMV | 70HJ | Mutual Fund - Series | |
T. Rowe Price Intermediate Tax-Free High Yield Fund, Inc. | ITF | 70FM | Mutual Fund - Parent | |
T. Rowe Price International Funds, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Africa & Middle East Fund* | AME | 70V6 | Mutual Fund - Series | |
T. Rowe Price Asia Opportunities Fund* | AOF | 70FB | Mutual Fund - Series | |
T. Rowe Price China Evolution Equity Fund* | CEE | 70LY | Mutual Fund - Series | |
T. Rowe Price Dynamic Credit Fund | DCF | 70LD | Mutual Fund - Series | |
T. Rowe Price Dynamic Global Bond Fund | GUN | 70GB | Mutual Fund - Series | |
T. Rowe Price Emerging Europe Fund* | EEM | 70I1 | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Bond Fund | EMB | 70E3 | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Corporate Bond Fund | EMC | 70DB | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Discovery Stock Fund* | EMV | 70FY | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Currency Bond Fund | EML | 70BA | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Stock Fund* | EMS | 70E4 | Mutual Fund - Series | |
T. Rowe Price European Stock Fund* | ESF | 7040 | Mutual Fund - Series | |
T. Rowe Price Global Consumer Fund* | GCF | 70HQ | Mutual Fund - Series | |
T. Rowe Price Global Growth Stock Fund* | GLE | 70AE | Mutual Fund - Series | |
T. Rowe Price Global High Income Bond Fund | GHI | 70GD | Mutual Fund - Series | |
T. Rowe Price Global Impact Equity Fund* | GPF | 70PR | Mutual Fund - Series | |
T. Rowe Price Global Industrials Fund* | IND | 70E7 | Mutual Fund - Series |
387
Mutual Fund Entity Name | Reference ID | Fund Code | Entity Type | |
T. Rowe Price Global Stock Fund* | GLS | 70F2 | Mutual Fund - Series | |
T. Rowe Price International Bond Fund | IBF | 7022 | Mutual Fund - Series | |
T. Rowe Price International Bond Fund (USD Hedged) | IBH | 70JB | Mutual Fund - Series | |
T. Rowe Price International Disciplined Equity Fund* | ICN | 70FN | Mutual Fund - Series | |
T. Rowe Price International Discovery Fund* | IDF | 7033 | Mutual Fund - Series | |
T. Rowe Price International Stock Fund* | ISF | 7007 | Mutual Fund - Series | |
T. Rowe Price International Value Equity Fund* | IGI | 70H1 | Mutual Fund - Series | |
T. Rowe Price Japan Fund* | JAF | 7000 | Mutual Fund - Series | |
T. Rowe Price Latin America Fund* | LAM | 70C5 | Mutual Fund - Series | |
T. Rowe Price New Asia Fund* | NAS | 7045 | Mutual Fund - Series | |
T. Rowe Price Overseas Stock Fund* | OSF | 70V1 | Mutual Fund - Series | |
T. Rowe Price International Index Fund, Inc. | Mutual Fund - Parent | |||
T. Rowe Price International Equity Index Fund* | IXF | 70J3 | Mutual Fund - Series | |
T. Rowe Price International Series, Inc. | Mutual Fund - Parent | |||
T. Rowe Price International Stock Portfolio* | ISP | 70C9 | Mutual Fund - Series | |
T. Rowe Price Limited Duration Inflation Focused Bond Fund, Inc. | STI | 70U8 | Mutual Fund - Parent | |
T. Rowe Price Mid-Cap Growth Fund, Inc.* | MCG | 7057 | Mutual Fund - Parent | |
T. Rowe Price Mid-Cap Value Fund, Inc.* | MCV | 70F3 | Mutual Fund - Parent | |
T. Rowe Price Multi-Sector Account Portfolios, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio | EBS | 70AX | Mutual Fund - Series | |
T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio | ELS | 70AW | Mutual Fund - Series | |
T. Rowe Price Floating Rate Multi-Sector Account Portfolio | FRS | 70AV | Mutual Fund - Series | |
T. Rowe Price High Yield Multi-Sector Account Portfolio | HYS | 70AY | Mutual Fund - Series | |
T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio | MBS | 70DA | Mutual Fund - Series | |
T. Rowe Price Multi-Strategy Total Return Fund, Inc.* | MSR | 70JD | Mutual Fund - Parent |
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Mutual Fund Entity Name | Reference ID | Fund Code | Entity Type | |
T. Rowe Price New Era Fund, Inc.* | NEF | 7002 | Mutual Fund - Parent | |
T. Rowe Price New Horizons Fund, Inc.* | NHF | 7001 | Mutual Fund - Parent | |
T. Rowe Price New Income Fund, Inc. | NIF | 7003 | Mutual Fund - Parent | |
T. Rowe Price QM U.S. Bond Index Fund, Inc. | UBX | 70J1 | Mutual Fund - Parent | |
T. Rowe Price Real Assets Fund, Inc.* | RAF | 70AP | Mutual Fund - Parent | |
T. Rowe Price Real Estate Fund, Inc.* | REF | 70G7 | Mutual Fund - Parent | |
T. Rowe Price Reserve Investment Funds, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Government Reserve Fund | RES | 70G5 | Mutual Fund - Series | |
T. Rowe Price Short-Term Fund | REI | 70CW | Mutual Fund - Series | |
T. Rowe Price Transition Fund | TNF | 70PQ | Mutual Fund - Series | |
T. Rowe Price Treasury Reserve Fund | GRS | 70G6 | Mutual Fund - Series | |
T. Rowe Price Science & Technology Fund, Inc.* | STF | 7030 | Mutual Fund - Parent | |
T. Rowe Price Short-Term Bond Fund, Inc. | STB | 7013 | Mutual Fund - Parent | |
T. Rowe Price Short Duration Income Fund | SDI | 70NP | Mutual Fund - Series | |
T. Rowe Price Ultra Short-Term Bond Fund | SBF | 70DH | Mutual Fund - Series | |
T. Rowe Price Small-Cap Stock Fund, Inc.* | SCS | 7031 | Mutual Fund - Parent | |
T. Rowe Price Small-Cap Value Fund, Inc.* | SCV | 7032 | Mutual Fund - Parent | |
T. Rowe Price Spectrum Funds II, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Spectrum Conservative Allocation Fund* | PSI | 70D6 | Mutual Fund - Series | |
T. Rowe Price Spectrum Moderate Allocation Fund* | PSB | 70D7 | Mutual Fund - Series | |
T. Rowe Price Spectrum Moderate Growth Allocation Fund* | PSG | 70D8 | Mutual Fund - Series | |
T. Rowe Price State Tax-Free Funds, Inc. | Mutual Fund - Parent | |||
T. Rowe Price California Tax-Free Bond Fund | CAB | 7026 | Mutual Fund - Series | |
T. Rowe Price Georgia Tax-Free Bond Fund | GAB | 7093 | Mutual Fund - Series | |
T. Rowe Price Maryland Short-Term Tax-Free Bond Fund | MDS | 7079 | Mutual Fund - Series | |
T. Rowe Price Maryland Tax-Free Bond Fund | MDB | 7029 | Mutual Fund - Series | |
T. Rowe Price Maryland Tax-Free Money Fund | MDM | 70K0 | Mutual Fund - Series | |
T. Rowe Price New Jersey Tax-Free Bond Fund | NJB | 7048 | Mutual Fund - Series | |
T. Rowe Price New York Tax-Free Bond | NYB | 7023 | Mutual Fund - Series |
389
Mutual Fund Entity Name | Reference ID | Fund Code | Entity Type | |||||
Fund | ||||||||
T. Rowe Price Virginia Tax-Free Bond Fund | VAB | 7049 | Mutual Fund - Series | |||||
T. Rowe Price Summit Funds, Inc. | Mutual Fund - Parent | |||||||
T. Rowe Price Cash Reserves Fund | SCR | 70B5 | Mutual Fund - Series | |||||
T. Rowe Price Summit Municipal Funds, Inc. | Mutual Fund - Parent | |||||||
T. Rowe Price Summit Municipal Income Fund | SMI | 70B9 | Mutual Fund - Series | |||||
T. Rowe Price Summit Municipal Intermediate Fund | SMT | 70B8 | Mutual Fund - Series | |||||
T. Rowe Price Tax-Efficient Funds, Inc. | Mutual Fund - Parent | |||||||
T. Rowe Price Tax-Efficient Equity Fund* | TMC | 70J4 | Mutual Fund - Series | |||||
T. Rowe Price Tax-Exempt Money Fund, Inc. | TEM | 7008 | Mutual Fund - Parent | |||||
T. Rowe Price Tax-Free High Yield Fund, Inc. | TFH | 7017 | Mutual Fund - Parent | |||||
T. Rowe Price Tax-Free Income Fund, Inc. | TFI | 7006 | Mutual Fund - Parent | |||||
T. Rowe Price Tax-Free Short-Intermediate Fund, Inc. | TFS | 7012 | Mutual Fund - Parent | |||||
T. Rowe Price Total Return Fund, Inc. | TTF | 70HU | Mutual Fund - Parent | |||||
T. Rowe Price U.S. Equity Research Fund, Inc.* | COF | 70E1 | Mutual Fund - Parent | |||||
T. Rowe Price U.S. Large-Cap Core Fund, Inc.* | LCF | 70AH | Mutual Fund - Parent | |||||
T. Rowe Price U.S. Treasury Funds, Inc. | Mutual Fund - Parent | |||||||
T. Rowe Price U.S. Treasury Intermediate Index Fund | USI | 7036 | Mutual Fund - Series | |||||
T. Rowe Price U.S. Treasury Long-Term Index Fund | USL | 7037 | Mutual Fund - Series | |||||
T. Rowe Price U.S. Treasury Money Fund | UST | 7009 | Mutual Fund - Series | |||||
T. Rowe Price Value Fund, Inc.* | VAL | 70D9 | Mutual Fund - Parent | |||||
'40 Act Registered Fund of Funds | ||||||||
T. Rowe Price Retirement Funds, Inc. | Mutual Fund - Parent | |||||||
T. Rowe Price Retirement 2005 Fund* | RPJ | 70Q8 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2010 Fund* | RPA | 70K4 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2015 Fund* | RPG | 70Q9 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2020 Fund* | RPB | 70K5 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2025 Fund* | RPH | 70R0 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2030 Fund* | RPC | 70K6 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2035 Fund* | RPI | 70R1 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2040 Fund* | RPD | 70K7 | Mutual Fund - Series | |||||
T. Rowe Price Retirement 2045 Fund* | RPK | 70R9 | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Fund Code | Entity Type | |
T. Rowe Price Retirement 2050 Fund* | RPL | 70V2 | Mutual Fund - Series | |
T. Rowe Price Retirement 2055 Fund* | RPM | 70V3 | Mutual Fund - Series | |
T. Rowe Price Retirement 2060 Fund* | RPN | 70FH | Mutual Fund - Series | |
T. Rowe Price Retirement 2065 Fund* | RPO | 70NR | Mutual Fund - Series | |
T. Rowe Price Retirement Balanced Fund* | RPE | 70K9 | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2005 Fund* | RFA | 70PA | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2010 Fund* | RFB | 70PB | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2015 Fund* | RFC | 70PD | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2020 Fund* | RFD | 70PE | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2025 Fund* | RFE | 70PF | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2030 Fund* | RFF | 70PG | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2035 Fund* | RFG | 70PH | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2040 Fund* | RFH | 70PI | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2045 Fund* | RFJ | 70PJ | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2050 Fund* | RFK | 70PL | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2055 Fund* | RFM | 70PM | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2060 Fund* | RFN | 70PN | Mutual Fund - Series | |
T. Rowe Price Retirement Blend 2065 Fund* | RFO | 70PO | Mutual Fund - Series | |
T. Rowe Price Retirement Income 2020 Fund* | RIB | 70HZ | Mutual Fund - Series | |
T. Rowe Price Retirement Income 2025 Fund* | RIC | 70RB | Mutual Fund - Series | |
T. Rowe Price Retirement I 2005 Fund—I Class* | RBI | 70GM | Mutual Fund - Series | |
T. Rowe Price Retirement I 2010 Fund—I Class* | RCI | 70GN | Mutual Fund - Series | |
T. Rowe Price Retirement I 2015 Fund—I Class* | RDI | 70GO | Mutual Fund - Series | |
T. Rowe Price Retirement I 2020 Fund—I | RFI | 70GP | Mutual Fund - Series |
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Mutual Fund Entity Name | Reference ID | Fund Code | Entity Type | |
Class* | ||||
T. Rowe Price Retirement I 2025 Fund—I Class* | RGI | 70GQ | Mutual Fund - Series | |
T. Rowe Price Retirement I 2030 Fund—I Class* | RHI | 70GR | Mutual Fund - Series | |
T. Rowe Price Retirement I 2035 Fund—I Class* | RII | 70GS | Mutual Fund - Series | |
T. Rowe Price Retirement I 2040 Fund—I Class* | RJI | 70GU | Mutual Fund - Series | |
T. Rowe Price Retirement I 2045 Fund—I Class* | RKI | 70GV | Mutual Fund - Series | |
T. Rowe Price Retirement I 2050 Fund—I Class* | RMI | 70GW | Mutual Fund - Series | |
T. Rowe Price Retirement I 2055 Fund—I Class* | RNI | 70GX | Mutual Fund - Series | |
T. Rowe Price Retirement I 2060 Fund—I Class* | ROI | 70GY | Mutual Fund - Series | |
T. Rowe Price Retirement I 2065 Fund—I Class* | RRI | 70NS | Mutual Fund - Series | |
T. Rowe Price Retirement Balanced I Fund—I Class* | RQI | 70GZ | Mutual Fund - Series | |
T. Rowe Price Target 2005 Fund* | TRA | 70EA | Mutual Fund - Series | |
T. Rowe Price Target 2010 Fund* | TRB | 70EB | Mutual Fund - Series | |
T. Rowe Price Target 2015 Fund* | TRC | 70ED | Mutual Fund - Series | |
T. Rowe Price Target 2020 Fund* | TRD | 70EF | Mutual Fund - Series | |
T. Rowe Price Target 2025 Fund* | TRE | 70EG | Mutual Fund - Series | |
T. Rowe Price Target 2030 Fund* | TRG | 70EH | Mutual Fund - Series | |
T. Rowe Price Target 2035 Fund* | TRH | 70EI | Mutual Fund - Series | |
T. Rowe Price Target 2040 Fund* | TRJ | 70EJ | Mutual Fund - Series | |
T. Rowe Price Target 2045 Fund* | TRL | 70EL | Mutual Fund - Series | |
T. Rowe Price Target 2050 Fund* | TRM | 70EM | Mutual Fund - Series | |
T. Rowe Price Target 2055 Fund* | TRN | 70EN | Mutual Fund - Series | |
T. Rowe Price Target 2060 Fund* | TRO | 70FI | Mutual Fund - Series | |
T. Rowe Price Target 2065 Fund* | TRQ | 70NU | Mutual Fund - Series | |
T. Rowe Price Spectrum Fund, Inc. | Mutual Fund - Parent | |||
T. Rowe Price Spectrum Diversified Equity Fund* | SPG | 7043 | Mutual Fund - Series | |
T. Rowe Price Spectrum Income Fund* | SPI | 7044 | Mutual Fund - Series | |
T. Rowe Price Spectrum International Equity Fund* | SPF | 70G1 | Mutual Fund - Series |
*Indicates the applicable Fund is receiving both Wash Sales and Tax Efficiency Services.
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AMENDMENT
NO. 33
TO
Fund Accounting Agreement
This Amendment No. 33 (this “Amendment”) dated February 8, 2024 (provided that for clarity the terms of section (b) and section (c) of this Amendment shall have an effective date of May 31, 2024) by and between each Fund listed on Exhibit A (each a “Fund” or collectively the “Funds”) to the Fund Accounting Agreement (as defined below), T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office located at 100 E. Pratt Street, Baltimore, Maryland 21202 (“TRP”) and THE BANK OF NEW YORK MELLON, a bank organized under the Laws of the State of New York, having its principal office located at 240 Greenwich Street, New York, New York 10286 (“BNY Mellon”).
WHEREAS, each Fund, TRP, and BNY Mellon have entered into a Fund Accounting Agreement, dated as of August 1, 2015 (the “Fund Accounting Agreement”); and
WHEREAS, each Fund, TRP, and BNY Mellon desire to amend the Fund Accounting Agreement to reflect certain changes as set forth in this Amendment.
NOW, THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, intending to be legally bound, each Fund, TRP, and BNY Mellon hereby agree as follows:
(u) DEFINITIONS
Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Fund Accounting Agreement.
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(v) SCHEDULE OF SERVICES
The Fund Accounting Agreement is hereby amended by deleting Schedule I (Schedule of Services) attached thereto and replacing it in its entirety with the new Schedule I (Schedule of Services) attached hereto as Attachment A.
(w) COMPENSATION
The Fund Accounting Agreement is hereby amended by deleting Schedule IV (Compensation) attached thereto and replacing it in its entirety with the new Schedule IV (Compensation) attached hereto as Attachment B.
(x) EFFECT ON FUND ACCOUNTING AGREEMENT
In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling with respect to the subject matter of this Amendment. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.
(e) GOVERNING LAW
The laws of the State of New York and the federal laws of the United States applicable therein shall govern, construe, and enforce all of the rights, duties, and obligations arising out of or related in any manner to, the subject matter of this Amendment, notwithstanding any conflict of laws principles.
(f) COUNTERPARTS/FACSIMILE
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the Parties.
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This Amendment may also be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.
IN WITNESS WHEREOF, each Fund, TRP, and
BNY Mellon have executed or caused this Amendment to be executed as of the date and year first above
written by its duly authorized representative.
THE BANK OF NEW YORK MELLON |
By: /s/Sarah Fisher |
Name: Sarah Fisher |
Title: Senior Vice President |
|
T. ROWE PRICE ASSOCIATES, INC. |
By: /s/David Oestreicher |
Name: David Oestreicher |
Title: General Counsel |
On behalf of each Fund listed on Exhibit A to the Fund Accounting Agreement By: /s/Fran Pollack-Matz |
Name: Fran Pollack-Matz |
Title: Secretary and Vice President of the Funds |
|
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ATTACHMENT A
AMENDED SCHEDULE I
Schedule of Services
All services provided in this Schedule of Services are subject to the review and approval of the appropriate Fund officers, Fund counsel and accountants of each Fund, as may be applicable. The services included on this Schedule of Services may be provided by BNY Mellon or a BNY Mellon Affiliate, collectively referred to herein as “BNY Mellon”. Additionally, the services provided shall comply with generally accepted accounting principles, regulatory requirements and/or such TRP policies and Instructions as applicable.
VALUATION SUPPORT AND COMPUTATION ACCOUNTING SERVICES
BNY Mellon shall provide the following valuation support and computation accounting services for each Fund:
Journalize investment, capital share and income and expense activities;
Maintain individual ledgers for investment securities;
Maintain historical tax lots for each security;
Corporate action processing as more fully set forth in the SLDs;
Reconcile cash and investment balances of each Fund with the Fund’s custodian or other counterparties as applicable;
Provide a Fund’s investment adviser, as applicable, with the cash balance available for investment purposes at start-of-day and upon request, as agreed by the parties;
Calculate capital gains and losses;
Calculate daily distribution rate per share;
Determine net income;
Obtain security market quotes and currency exchange rates from pricing services approved by a Fund’s investment adviser, or if such quotes are unavailable, then obtain such prices from the Fund’s investment adviser, and in either case, calculate the market value of each Fund’s investments in accordance with the Fund's valuation policies or guidelines; provided, however, that BNY Mellon shall not under any circumstances be under a duty to independently price or value any of the Fund's investments, including securities lending related cash collateral investments (with the exception of the services provided hereunder to Funds utilized for such cash collateral investments), itself or to confirm or validate any information or valuation provided by the investment adviser or any other pricing source, nor shall BNY Mellon have any liability relating to inaccuracies or otherwise with respect to such information or valuations; notwithstanding the foregoing, BNY Mellon shall follow the established procedures and controls to identify exceptions, tolerance breaches, etc. and to research and resolve or escalate any pricing inaccuracies;
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Application of the established automated price validation rules against prices received from third party vendors and review of exceptions as identified;
Calculate Net Asset Value in the manner specified in the Fund’s Offering Materials (which, for the service described herein, shall include the Fund’s Net Asset Value error policy);
Calculate Accumulated Unit Values (“AUV”) for select funds as mutually agreed upon between the parties;
Transmit or make available a copy of the daily portfolio valuation to a Fund’s investment adviser;
Calculate yields, portfolio dollar-weighted average maturity and dollar-weighted average life as applicable; and
Calculate portfolio turnover rate for inclusion in the annual and semi-annual shareholder reports.
For money market funds, obtain security market quotes and calculate the market-value Net Asset Value in accordance with the Fund’s valuation policies and guidelines at such times and frequencies as required by regulation and/or instruction from TRP.
FINANCIAL REPORTING; TYPESETTING SERVICES; MONEY MARKET FUND SERVICES
BNY Mellon shall provide the following financial reporting services for each Fund:
Financial Statement Preparation & Review
· Prepare the Fund’s respective class level annual and semi-annual shareholder reports with respect to a Fund registered on Form N-1A1 for shareholder delivery, inclusion in Form N-CSR including tagging disclosures in Inline eXtensible Business Reporting Language and webhosting;
· Prepare the Fund’s annual and semi-annual shareholder reports with respect to a Fund not registered on Form N-1A2 for shareholder delivery and inclusion in Form N-CSR;
· Prepare the Fund’s schedule of investments, financial statements, financial highlights and other detailed information2 for inclusion in Form N-CSR;
· Prepare the Fund’s quarterly schedule of portfolio holdings2 for inclusion in Form N-PORT;
· Prepare, circulate and maintain the Fund’s financial reporting production calendar and track status of reporting cycles;
and
· Prepare and coordinate the filing of the Fund’s monthly website files and Form N-MFP, as applicable to money market funds.
Typesetting Services (applicable to footnote 1 and the related services stated above)
· Create financial compositions for the applicable financial report and related EDGAR files;
_____________________
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1 Requires applicable “Typesetting Services” as described herein.
2 Requires applicable “Typesetting Services as described herein.
399
· Document publishing, including the output of print-ready PDF files and EDGAR html files;
· Maintain country codes, industry class codes, security class codes and state codes;
· Create components that will specify the proper grouping and sorting for display of portfolio information;
· Create components that will specify the proper calculation and display of financial data required for each applicable financial report (except for identified manual entries, which BNY Mellon will enter);
· Process, convert and load security and general ledger data;
· Generate financial reports using the Vendor’s capabilities which may include the following:
o identifying information at the beginning of the shareholder report;
o class expense example;
o Management Discussion of Fund Performance (semi-annual shareholder report at Fund option);
o key Fund statistics including total advisory fees paid by the Fund, portfolio turnover rate, net assets and number of holdings;
o graphical representation of holdings;
o material Fund changes (if applicable) (semi-annual shareholder report at Fund option);
o changes in and disagreements with accountants in summary form (if applicable);
o statement regarding the availability of certain additional information; and
o additional Fund information as mutually agreed in writing between BNY Mellon and a Fund.
· Unless mutually agreed in writing between BNY Mellon and a Fund, solely with respect to typesetting services, BNY Mellon will use the same layout and format for every successive reporting period for the typeset reports. At the request of a Fund and upon the mutual written agreement of BNY Mellon and the Fund as to the scope of any changes and additional compensation of BNY Mellon, BNY Mellon will, or will cause the Vendor to, change the format or layout of reports from time to time.
· The provisions of this Typesetting Services section and the services set forth in this Typesetting Services section (“Typesetting Services”), unless otherwise terminated earlier in accordance with the terms and conditions of the Agreement, shall continue until August 31, 2024 (the “Initial Typesetting Term”). Thereafter, the provisions of this Typesetting Services section and the Typesetting Services shall continue for successive one (1) year renewal terms (each a “Renewal Typesetting Term”) unless either party provides written notice to the other party that this
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Typesetting Services section and the Typesetting Services are not to be renewed, and such notice is received by the other partyno later than one hundred eighty (180) days prior to the end of the Initial Typesetting Term or the applicable Renewal Typesetting Term, as applicable. For the avoidance of doubt, the term of this Typesetting Services section and the Typesetting Services shall automatically without any further action by either party terminate upon the expiration or earlier termination of the Agreement or this Schedule of Services.
Typesetting Services (applicable to footnote 2 and the related services stated above)
· Create financial compositions for the applicable financial report and related EDGAR files;
· Document publishing, including the output of print-ready PDF files and EDGAR html files. This includes providing Financial Highlights tables for inclusion in prospectus filings;
· Maintain country codes, industry class codes, security class codes and state codes;
· Map individual general ledger accounts into master accounts to be displayed in the applicable financial reports;
· Create components that will specify the proper grouping and sorting for display of portfolio information;
· Create components that will specify the proper calculation and display of financial data required for each applicable financial report (except for identified manual entries, which BNY Mellon will enter);
· Process, convert and load security and general ledger data;
· Generate financial reports using the Vendor’s capabilities which may include the following:
o table of contents;
o highlights and market commentary;
o management’s discussion of fund performance, commentary including related charts and graphs;
o disclosure of Fund performance and expenses, including related charts and graphs;
o schedules of investments;
o statement of net assets;
o statements of assets and liabilities;
o statements of operation;
o statements of changes;
o statements of cash flows;
o financial highlights;
o notes to financial statements;
o front and back cover, including Directors and Officers tables as well as Liquidity Risk information;
401
o report of independent registered public accounting firm;
o tax information; and
o additional Fund information as mutually agreed in writing between BNY Mellon and a Fund.
· Unless mutually agreed in writing between BNY Mellon and a Fund, solely with respect to typesetting services, BNY Mellon will use the same layout and format for every successive reporting period for the typeset reports. At the request of a Fund and upon the mutual written agreement of BNY Mellon and the Fund as to the scope of any changes and additional compensation of BNY Mellon, BNY Mellon will, or will cause the Vendor to, change the format or layout of reports from time to time.
· The provisions of this Typesetting Services section and the services set forth in this Typesetting Services section (“Typesetting Services”), unless otherwise terminated earlier in accordance with the terms and conditions of the Agreement, shall continue until August 31, 2024 (the “Initial Typesetting Term”). Thereafter, the provisions of this Typesetting Services section and the Typesetting Services shall continue for successive one (1) year renewal terms (each a “Renewal Typesetting Term”) unless either party provides written notice to the other party that this Typesetting Services section and the Typesetting Services are not to be renewed, and such notice is received by the other party no later than one hundred eighty (180) days prior to the end of the Initial Typesetting Term or the applicable Renewal Typesetting Term, as applicable; provided, however, that, for the avoidance of doubt, the term of this Typesetting Services section and the Typesetting Services shall automatically without any further action by either party terminate upon the expiration or earlier termination of the Agreement or this Schedule of Services.
Money Market Fund Services
· For each Fund requiring an intraday “floating” Net Asset Value, BNY Mellon shall calculate Net Asset Value in the manner specified in the Fund’s Offering Materials at the following two (2) times during a day the Fund is open for subscription and redemption activity; (i) 12:00 PM EST; and (ii) 4:00 PM EST inclusive of the daily distribution factor per share. During the applicable period of the calendar year, daylight savings times will be substituted for the above times as appropriate. The parties acknowledge the calculation of the intraday “floating” Net Asset Values are subject to the Fund’s policies on as of transactions, NAV error correction, and such other policies that may impact the calculation of a Fund’s Net Asset Value.
· BNY Mellon shall provide the following information in a mutually agreed upon electronic format to support the website disclosure requirements of the Funds, subject to BNY Mellon’s timely receipt of all necessary information
402
related thereto that is not maintained on the BNY Mellon systems. The Funds acknowledge that BNY Mellon is not responsible for the Funds’ website, for any servicing on the Funds’ website, or for uploading, downloading or maintaining any information on or required to be on the Funds’ website.
o Date.
o Fund identifier.
o Share class.
o Market NAV (rounded to four (4) decimal places).
o Daily liquid assets.
o Weekly liquid assets.
o Shareholder inflows and outflows.
· Assist with the preparation and filing with the SEC of Form N-CR as requested by the Fund or Adviser.
· BNY Mellon shall, or shall cause the Vendor, to: (i) prepare, on a monthly basis, Form N-MFP, subject to BNY Mellon’s timely receipt of all necessary information related thereto that is not maintained on the BNY Mellon systems; and (ii) file Form N-MFP with the SEC, on a monthly basis; and
· Prepare and provide an electronic file of the portfolio holdings information required by Rule 2a-7(h)(10) to the Fund or, at the Fund’s written direction, to an identified third party (the deliverables for the above money market fund services collectively referred to as, the “Money Market Fund Services Reports”).
· Neither BNY Mellon nor the Vendor, in connection with a particular Money Market Fund Services Report, will prepare, provide or generate any reports, forms or files not specifically agreed to by BNY Mellon in advance.
· The applicable Fund acknowledges that it shall be responsible for the retention of any Money Market Fund Services Reports in accordance with Rule 2a-7 promulgated under the 1940 Act or any other applicable rule or regulation.
· Unless mutually agreed in writing between BNY Mellon and a Fund, solely with respect to typesetting of the Money Market Fund Services Reports, BNY Mellon will use the same layout and format for every successive reporting period for the Money Market Fund Services Reports. At the request of a Fund and upon the mutual written agreement of BNY Mellon and the Fund as to the scope of any changes and additional compensation of BNY Mellon, BNY Mellon will, or will cause the Vendor to, customize Money Market Fund Services Reports from time to time.
403
TAX SUPPORT SERVICES
BNY Mellon shall provide the following tax support services for each Fund:
Provide various data and reports as agreed upon in the SLDs to support TRP’s tax reporting and tax filing obligations, including:
· QDI reporting;
· DRD reporting;
· PFIC analysis;
· Straddle analysis;
· Paydown adjustments;
· Equalization debit adjustments
· Tax compliance under §851, §817(h);
· Foreign bond sale analysis (§988);
· Troubled debt analysis;
· Estimation of income for excise tax purposes;
· Swap analysis;
· Inflation adjustments;
· §1256 adjustments;
· Market discount analysis;
· OID adjustments;
· CPDI analysis;
· Shareholder tax reporting information (e.g., FTC, UGG income, foreign source income by country, exempt income by state);
Provide data, and reports based on such data, maintained by BNY Mellon on its fund accounting platform as reasonably requested by TRP to support TRP’s obligations to comply with requests from tax authorities and TRP’s tax reporting and tax filing obligations.
Assist with other tax-related data needs as mutually agreed upon in writing from time-to-time.
BNY Mellon shall provide the following tax support services solely to the Funds indicated in Amended Exhibit A:
Wash Sales
· Provide various data and reports as agreed upon in the SLDs to support TRP’s tax reporting and tax filing obligations.
Tax Efficiency Services
· Provide tax efficient automated tax lot relief functionality within the BNY Mellon accounting system that incorporates wash sale activity and applies the tax lot relief methodology as instructed by TRP and/or the applicable Fund for optimization. 2.
2 Requires applicable “Typesetting Services as described herein.
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Tax Efficiency Services are provided to the applicable Fund(s) solely in accordance with the methodology developed by such Fund or its designee and such methodology is furnished to BNY Mellon in an Instruction. The provision of Tax Efficiency Services shall not be construed as BNY Mellon providing investment or tax advice.
FUND ADMINISTRATION SERVICES
BNY Mellon shall provide the following fund administration services for each Fund, Series and class:
Calculate Fund approved income and per share amounts required for periodic distributions to be made by the applicable Fund, Series or class;
Coordinate a Fund’s annual audit and respond timely and completely to related requests;
Cooperate with each Fund’s independent auditors;
Supply various normal and customary portfolio and Fund statistical data as requested on an ongoing basis;
If the chief executive officer or chief financial officer of a Fund is required to provide a certification as part of the Fund’s Form N-CSR filing pursuant to regulations promulgated by the SEC under Section 302 of the Sarbanes-Oxley Act of 2002 or as part of such other SEC filing as agreed between BNY Mellon and the Fund, provide a sub-certification in support of certain matters set forth in the aforementioned certification. Such sub-certification is to be in such form and relating to such matters as reasonably agreed to by BNY Mellon in advance. BNY Mellon shall be required to provide the sub-certification only during the term of this Agreement with respect to the applicable Fund or Series and only if it receives such cooperation as it may request to perform its investigations with respect to the sub-certification. For clarity, the sub-certification is not itself a certification under the Sarbanes-Oxley Act of 2002 or under any other law, rule or regulation; and
BNY Mellon shall provide the following fund administration services to the Funds to support TRP’s fund administration obligations to the Funds:
With respect to such IRS-related testing as agreed between TRP and BNY Mellon in writing from time to time, monitor a Fund’s compliance, on a post-trade basis, with such tests, provided that BNY Mellon maintains in the normal course of its business the data necessary to perform such testing. Notwithstanding
405
anything to the contrary in Section 7 (Standard of Care; Limitations of Liability; Indemnification) of the Agreement, BNY Mellon shall be liable for Liabilities sustained or incurred in connection with the aforementioned service in an amount in the aggregate in each twelve (12) month period no more than three (3) times the fees received by BNY Mellon for such aforementioned service with respect to such twelve (12) month period. Note, this service is provided on a Fund-by-Fund basis. For the avoidance of doubt, BNY Mellon shall not be responsible for any action or inaction with respect to a Fund in connection with the aforementioned Services prior to being instructed by TRP to commence and invoice such Services with respect to such Fund.
REGULATORY ADMINISTRATION SERVICES
BNY Mellon shall provide the following regulatory administration services for each Fund and Series:
Assist the Fund in responding to SEC examination requests by providing requested documents in the possession of BNY Mellon that are on the SEC examination request list and by making employees responsible for providing services available to regulatory authorities having jurisdiction over the performance of such services as may be required or reasonably requested by such regulatory authorities;
Assist with and/or coordinate such other filings, notices and regulatory matters and other due diligence requests or requests for proposal on such terms and conditions as BNY Mellon and the applicable Fund on behalf of itself and its Series may mutually agree upon in writing from time to time; and
38a-1 Compliance Support Services:
· Provide compliance policies and procedures related to services provided by BNY Mellon and, if mutually agreed, certain of the BNY Mellon Affiliates; summary procedures thereof; and periodic certification letters.
· Such Compliance Support Services are administrative in nature and do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a Fund or any other person, and such services are subject to review and approval by the applicable Fund and by the Fund’s legal counsel.
· Provide access to Fund records so as to permit the Fund or TRP to test the performance of BNY Mellon in providing the services under this Agreement.
· Such Compliance Support Services performed by BNY Mellon under this Agreement shall be at the request and direction of the Fund and/or its chief compliance officer (the “Fund’s CCO”), as applicable. BNY Mellon disclaims liability to the Fund, and the Fund is solely responsible, for the selection, qualifications and performance of the Fund’s CCO and the adequacy
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· and effectiveness of the Fund’s compliance program.
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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-14 (the “Registration Statement”) of T. Rowe Price Global Funds, Inc. of our report dated February 16, 2024, relating to the financial statements and financial highlights, which appear in T. Rowe Price Institutional Emerging Markets Bond Fund (one of the funds constituting T. Rowe Price Global Funds, Inc.) Annual Report on Form N-CSR for the year ended December 31, 2023. We also consent to the references to us under the headings “Financial Highlights” in such Registration Statement.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Baltimore, Maryland
July 29, 2024
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-14 (the “Registration Statement”) of T. Rowe International Funds, Inc. of our report dated February 16, 2024, relating to the financial statements and financial highlights, which appear in T. Rowe Price Emerging Markets Bond Fund (one of the funds constituting T. Rowe Price International Funds, Inc.) Annual Report on Form N-CSR for the year ended December 31, 2023. We also consent to the references to us under the headings “Financial Highlights” in such Registration Statement.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Baltimore, Maryland
July 29, 2024
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-14 (the “Registration Statement”) of T. Rowe Price Global Funds, Inc. of our report dated December 19, 2023, relating to the financial statements and financial highlights, which appear in T. Rowe Institutional International Disciplined Equity Fund (one of the funds constituting T. Rowe Price Global Funds, Inc.) Annual Report on Form N-CSR for the year ended October 31, 2023. We also consent to the references to us under the headings "Financial Highlights" in such Registration Statement.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Baltimore, Maryland
July 29, 2024
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-14 (the “Registration Statement”) of T. Rowe Price International Funds, Inc. of our report dated December 19, 2023, relating to the financial statements and financial highlights, which appear in T. Rowe Price International Disciplined Equity Fund (one of the funds constituting T. Rowe Price International Funds, Inc.) Annual Report on Form N-CSR for the year ended October 31, 2023. We also consent to the references to us under the headings "Financial Highlights" in such Registration Statement.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Baltimore, Maryland
July 29, 2024
T. ROWE PRICE ALL-CAP OPPORTUNITIES FUND, INC.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CAPITAL APPRECIATION FUND, INC.
T. ROWE PRICE COMMUNICATIONS & TECHNOLOGY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE CREDIT OPPORTUNITIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY FUNDS, INC.
T. ROWE PRICE EQUITY INCOME FUND, INC.
T. ROWE PRICE EQUITY SERIES, INC.
T. ROWE PRICE EXCHANGE-TRADED FUNDS, 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 FUNDS, INC.
T. ROWE PRICE GLOBAL MULTI-SECTOR BOND FUND, INC.
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND, INC.
T. ROWE PRICE GOVERNMENT MONEY FUND, INC.
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POWER OF ATTORNEY
RESOLVED, that the Corporation does hereby constitute and authorize Alan S. Dupski, Margery K. Neale, David Oestreicher, and Fran M. Pollack-Matz, and each of them individually, their true and lawful attorneys and agents to take any and all action and execute any and all instruments which said attorneys and agents may deem necessary or advisable to enable the Corporation to comply with the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, and any rules, regulations, orders or other requirements of the United States Securities and Exchange Commission thereunder, in connection with the registration under the Securities Act of 1933, as amended, of shares of the Corporation, to be offered by the Corporation, and the registration of the Corporation under the Investment Company Act of 1940, as amended, including specifically, but without limitation of the foregoing, power and authority to sign the name of the Corporation on its behalf, and to sign the names of each of such directors and officers on his or her behalf as such director or officer to any (i) Registration Statement on Form N-1A or N-14 of the Corporation filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended; (ii) Registration Statement on Form N-1A or N-14 of the Corporation under the Investment Company Act of 1940, as amended; (iii) amendment or supplement (including, but not limited to, Post-Effective Amendments adding additional series or classes of the Corporation) to said Registration Statement; and (iv) instruments or documents filed or to be filed as a part of or in connection with such Registration Statement, including Articles Supplementary, Articles of Amendment, and other instruments with respect to the Articles of Incorporation of the Corporation.
IN WITNESS WHEREOF, the above named Corporations have caused these presents to be signed and the same attested by its Assistant Secretary, each thereunto duly authorized by its Board of Directors, and the undersigned has hereunto set his or her hand and seal as of the day set opposite his or her name. The undersigned may execute this Power of Attorney in one or more counterparts, each of which are deemed an original and all of which together constitute one and the same instrument. The parties may deliver this Power of Attorney, including signature pages, by original or digital signatures, or facsimile or emailed PDF transmissions, and the undersigned hereby adopt any documents so received as original and having the same effect as physical delivery of paper documents bearing the original signature.
(signature page follows)
2
/s/ David Oestreicher | ||
David Oestreicher /s/ Alan S. Dupski | President (Principal Executive Officer) Director | May 8, 2024 |
Alan S. Dupski /s/ Teresa Bryce Bazemore | Treasurer (Principal Financial Officer) Vice President | May 8, 2024 |
Teresa Bryce Bazemore /s/ Melody Bianchetto | Director | May 8, 2024 |
Melody Bianchetto /s/ Bruce W. Duncan | Director | May 8, 2024 |
Bruce W. Duncan /s/ Robert J. Gerrard, Jr. | Director | May 8, 2024 |
Robert J. Gerrard, Jr. /s/ Paul F. McBride | Director | May 8, 2024 |
Paul F. McBride /s/ Mark J. Parrell | Director | May 8, 2024 |
Mark J. Parrell /s/ Eric L. Veiel | Director | May 8, 2024 |
Eric L. Veiel /s/ Kellye L. Walker | Director | May 8, 2024 |
Kellye L. Walker | Director | May 8, 2024 |
ATTEST:
/s/ Cheryl L. Emory
Cheryl L. Emory, Assistant Secretary |
3
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