-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EJV9DOOBaIjumVhri6YhnVEEo52I1v0c/PQo5PlrnpZoSX279gOwoZAUrqJVoVqN ANlqkf30xB3EyeZ2ShPLJw== 0000075170-02-000005.txt : 20020418 0000075170-02-000005.hdr.sgml : 20020418 ACCESSION NUMBER: 0000075170-02-000005 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 20020418 EFFECTIVENESS DATE: 20020501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICE T ROWE SMALL CAP STOCK FUND INC CENTRAL INDEX KEY: 0000075170 IRS NUMBER: 231622210 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 002-12171 FILM NUMBER: 02614523 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT ST STREET 2: C/O T ROWE PRICE ASSOCIATES INC CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 2156432510 MAIL ADDRESS: STREET 1: 100 EAST PRATT STRE STREET 2: NULL CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE OTC FUND INC DATE OF NAME CHANGE: 19930210 FORMER COMPANY: FORMER CONFORMED NAME: OVER THE COUNTER SECURITIES FUND INC DATE OF NAME CHANGE: 19890108 FORMER COMPANY: FORMER CONFORMED NAME: OVER THE COUNTER SECURITIES GROUP INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICE T ROWE SMALL CAP STOCK FUND INC CENTRAL INDEX KEY: 0000075170 IRS NUMBER: 231622210 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-00696 FILM NUMBER: 02614524 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT ST STREET 2: C/O T ROWE PRICE ASSOCIATES INC CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 2156432510 MAIL ADDRESS: STREET 1: 100 EAST PRATT STRE STREET 2: NULL CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE OTC FUND INC DATE OF NAME CHANGE: 19930210 FORMER COMPANY: FORMER CONFORMED NAME: OVER THE COUNTER SECURITIES FUND INC DATE OF NAME CHANGE: 19890108 FORMER COMPANY: FORMER CONFORMED NAME: OVER THE COUNTER SECURITIES GROUP INC DATE OF NAME CHANGE: 19920703 485BPOS 1 scs97.txt SCS PART C TO INC. PTA AND SAI PAGE 1 Registration Nos. 002-12171/811-696 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/ Post-Effective Amendment No. 97 /X/ AND/OR REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940/X/ Amendment No. 95 /X/ T. ROWE PRICE SMALL-CAP STOCK FUND, INC. ---------------------------------------- Exact Name of Registrant as Specified in Charter 100 East Pratt Street, Baltimore, Maryland 21202 ------------------------------------------------ Address of Principal Executive Offices 410-345-2000 ------------ Registrant's Telephone Number, Including Area Code Henry H. Hopkins 100 East Pratt Street, Baltimore, Maryland 21202 ------------------------------------------------ Name and Address of Agent for Service Approximate Date of Proposed Public Offering May 1, 2002 --------------- It is proposed that this filing will become effective (check appropriate box): / / Immediately upon filing pursuant to paragraph (b) /X/ On May 1, 2002, pursuant to paragraph (b) / / 60 days after filing pursuant to paragraph (a)(1) / / On (date), pursuant to paragraph (a)(1) / / 75 days after filing pursuant to paragraph (a)(2) / / On (date), pursuant to paragraph (a)(2) of Rule 485 If appropriate, check the following box: / / This post-effective amendment designates a new effective date for a previously filed post-effective amendment. PROSPECTUS May 1, 2002 T. ROWE PRICE Small-Cap Stock Fund A stock fund seeking long-term capital growth through investments in securities of small companies. (R) The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. T. Rowe Price Small-Cap Stock Fund, Inc. Prospectus May 1, 2002
1 ABOUT THE FUND Objective, Strategy, Risks, and Expenses 1 ----------------------------------------------- Other Information About the Fund 5 ----------------------------------------------- T. ROWE PRICE ACCOUNT INFORMATION 2 Pricing Shares and Receiving 8 Sale Proceeds ----------------------------------------------- Useful Information on Distributions 11 and Taxes ----------------------------------------------- Transaction Procedures and 15 Special Requirements ----------------------------------------------- 3 MORE ABOUT THE FUND Organization and Management 18 ----------------------------------------------- Understanding Performance Information 20 ----------------------------------------------- Investment Policies and Practices 20 ----------------------------------------------- Financial Highlights 26 ----------------------------------------------- 4 INVESTING WITH T. ROWE PRICE Account Requirements 27 and Transaction Information ----------------------------------------------- Opening a New Account 28 ----------------------------------------------- Purchasing Additional Shares 29 ----------------------------------------------- Exchanging and Redeeming Shares 30 ----------------------------------------------- Rights Reserved by the Funds 32 ----------------------------------------------- Information About Your Services 32 ----------------------------------------------- T. Rowe Price Brokerage 35 ----------------------------------------------- Investment Information 36 ----------------------------------------------- T. Rowe Price Privacy Policy 37 -----------------------------------------------
Prior to May 1, 1997, the fund was called the T. Rowe Price OTC Fund. Founded in 1937 by the late Thomas Rowe Price, Jr., T. Rowe Price Associates, Inc., and its affiliates managed $156.3 billion for more than eight million individual and institutional investor accounts as of December 31, 2001. Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the FDIC, Federal Reserve, or any other government agency, and are subject to investment risks, including possible loss of the principal amount invested. ABOUT THE FUND OBJECTIVE, STRATEGY, RISKS, AND EXPENSES ---------------------------------------------------------- What is the fund's objective? The fund seeks to provide long-term capital growth by investing primarily in stocks of small companies. What is the fund's principal investment strategy? The fund will invest at least 80% of net assets in stocks of small companies. A small company is defined as having a market capitalization that falls (i) within or below the range of companies in the current Russell 2000 Index or (ii) below the three year average maximum market cap of companies in the index as of December 31 for the three preceding years. The Russell 2000 Index is a widely used benchmark for small-cap stock performance. Stock selection may reflect either a growth or value investment approach. When choosing stocks, we generally look for the following characteristics: . capable management; . attractive business niches; . pricing flexibility; . sound financial and accounting practices; . a demonstrated ability to grow revenues, earnings, and cash flow consistently; and . the potential for a catalyst (such as increased investor attention, asset sales, strong business prospects, or a change in management) to cause the stock's price to rise. We may also select stocks on certain growth or value considerations. For example, we may look for a company whose price/earnings ratio is attractive relative to the underlying earnings growth rate. A value stock would be one where the stock price appears undervalued in relation to earnings, projected cash flow, or asset value per share. Holdings will be widely diversified by industry and company; under most circumstances, the fund will invest less than 1.5% of its total assets in any single company. The market capitalization of the companies in the fund's portfolio and the Russell 2000 Index changes over time and the fund will not sell a stock just because a company has grown to a market capitalization outside the range of the Russell 2000. The fund may, on occasion, purchase companies with a market capitalization above the range. T. ROWE PRICE 2 In pursuing its investment objective, the fund's management has the discretion to purchase some securities that do not meet its normal investment criteria, as described above, when it perceives an unusual opportunity for gain. These special situations might arise when the fund's management believes a security could increase in value for a variety of reasons, including a change in management, an extraordinary corporate event, or a temporary imbalance in the supply of or demand for the securities. While most assets will be invested in U.S. common stocks, other securities may also be purchased, including foreign stocks, futures, and options, in keeping with fund objectives. The fund may sell securities for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into more promising opportunities. 3 For details about the fund's investment program, please see the Investment Policies and Practices section. What are the main risks of investing in the fund? Investing in small companies involves greater risk than is customarily associated with larger companies. Stocks of small companies are subject to more abrupt or erratic price movements than larger-company stocks. Small companies often have limited product lines, markets, or financial resources, and their managements may lack depth and experience. Such companies seldom pay significant dividends that could cushion returns in a falling market. Stocks with growth characteristics can have sharp price declines as a result of earnings disappointments, even small ones. Stocks with value characteristics carry the risk that investors will not recognize their intrinsic value for a long time or that they are actually appropriately priced at a low level. Because this fund holds stocks with both growth and value characteristics, its share price may be negatively affected by either set of risks. As with all equity funds, this fund's share price can fall because of weakness in the broad market, a particular industry, or specific holdings. The market as a whole can decline for many reasons, including adverse political or economic developments here or abroad, changes in investor psychology, or heavy institutional selling. 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, our assessment of companies held in the fund may prove incorrect, resulting in losses or poor performance even in a rising market. Finally, the fund's investment approach could fall out of favor with the investing public, resulting in lagging performance versus other types of stock funds. T. ROWE PRICE ACCOUNT INFORMATION 3 Foreign stock holdings are subject to the risk that some holdings may lose value because of declining foreign currencies or adverse political or economic events overseas. Investments in futures and options, if any, are subject to additional volatility and potential losses. As with any mutual fund, there can be no guarantee the fund will achieve its objective. 3 The fund's share price may decline, so when you sell your shares, you may lose money. How can I tell if the fund is appropriate for me? Consider your investment goals, your time horizon for achieving them, and your tolerance for risk. If you seek an aggressive, long-term approach to capital growth through small-company stocks, the fund could be an appropriate part of your overall investment strategy. This fund should not represent your complete investment program or be used for short-term trading purposes. The fund can be used in both regular and tax-deferred accounts, such as IRAs. 3 Equity investors should have a long-term investment horizon and be willing to wait out bear markets. How has the fund performed in the past? The bar chart showing calendar year returns and the average annual total return table indicate risk by illustrating how much returns can differ from one year to the next and how fund performance compares with that of a comparable market index. Fund past returns (before and after taxes) are not necessarily an indication of future performance. The fund can also experience short-term performance swings, as shown by the best and worst calendar quarter returns during the years depicted. In addition, the average annual total return table shows hypothetical after-tax returns to suggest how taxes paid by the shareholder may influence returns. Actual after-tax returns depend on each investor's situation and may differ from those shown. After-tax returns are not relevant if the shares are held in a tax-deferred account, such as a 401(k) or IRA. During periods of fund losses, the post-liquidation after-tax return may exceed the fund's other returns because the loss generates a tax benefit that is factored into the result. T. ROWE PRICE 4 LOGO Table 1 Average Annual Total Returns
Periods ended December 31, 2001 1 year 5 years 10 years ------------------------------------------------------------------------------ Small-Cap Stock Fund Returns before taxes 6.81% 12.15% 14.52% Returns after taxes on distributions 6.57 10.78 11.54 Returns after taxes on distributions and sale of fund shares 4.15 9.59 10.79 Russell 2000 Index 2.49 7.52 11.51 Lipper Small-Cap Core Fund Index 7.13 10.15 12.61 ------------------------------------------------------------------------------
Returns are based on changes in principal value, reinvested dividends, and capital gain distributions, if any. Returns before taxes do not reflect effects of any income or capital gains taxes. All after-tax returns are calculated using the historical highest individual federal marginal income tax and capital gains rates. They do not reflect the impact of state and local taxes. Returns after taxes on distributions reflect the taxed return on the payment of dividends and capital gains. Returns after taxes on distributions and sale of fund shares assume the shares were sold at period end, and, therefore, are also adjusted for any capital gains or losses incurred by the shareholder. Market indexes do not include expenses, which are deducted from fund returns, or taxes. What fees or expenses will I pay? The fund is 100% no load. There are no fees or charges to buy or sell fund shares, reinvest dividends, or exchange into other T. Rowe Price funds. There are no 12b-1 fees. T. ROWE PRICE ACCOUNT INFORMATION 5 Table 2 Fees and Expenses of the Fund*
Annual fund operating expenses (expenses that are deducted from fund assets) -------------------------------------------------------------------------------------- Management fee 0.77% Other expenses 0.21% Total annual fund operating expenses 0.98% --------------------------------------------------------------------------------------
*Redemption proceeds of less than $5,000 sent by wire are subject to a $5 fee paid to the fund. Accounts with less than a $2,000 balance (with certain exceptions) are subject to a $10 fee. See Transaction Procedures and Special Requirements - Account Maintenance and Small Account Fees. Example. The following table gives you an idea of how expense ratios may translate into dollars and helps you to compare the cost of investing in this fund with that of other mutual funds. Although your actual costs may be higher or lower, the table shows how much you would pay if operating expenses remain the same, you invest $10,000, earn a 5% annual return, and hold the investment for the following periods and then redeem:
1 year 3 years 5 years 10 years ---------------------------------------------------- $100 $312 $542 $1,201 ----------------------------------------------------
OTHER INFORMATION ABOUT THE FUND ---------------------------------------------------------- What are some of the fund's potential rewards? Small and mid-size companies are often overlooked by the investment community and their securities may be undervalued, providing the potential for significant capital appreciation. Smaller companies may also have faster earnings growth than large, well-established companies, and stock prices typically reflect earnings growth over time. The fund is designed for long-term investors who are willing to accept greater risks in search of substantial long-term rewards. 3 Stock selection may reflect either a growth or value investment approach. What is meant by a "growth" investment approach? Thomas Rowe Price, Jr. pioneered the growth stock theory of investing over 60 years ago. It is based on the premise that inflation represents a more serious long-term threat to an investor's portfolio than stock market fluctuations or recessions. Mr. Price believed that when a company's earnings grow faster than both inflation and the economy in general, the market will eventually reward its long-term T. ROWE PRICE 6 earnings growth with a higher stock price. However, investors should be aware that, during periods of adverse economic and market conditions, stock prices may fall despite favorable earnings trends. 3 Growth investors look for companies with above-average earnings gains. What is meant by a "value" investment approach? Value investors seek to invest in companies whose stock prices are low in relation to their real worth or future prospects. By identifying companies whose stocks are currently out of favor or misunderstood, value investors hope to realize significant appreciation as other investors recognize the stock's intrinsic value and the price rises accordingly. Finding undervalued stocks requires considerable research to identify the particular company, analyze its financial condition and prospects, and assess the likelihood that the stock's underlying value will be recognized by the market and reflected in its price. Some of the principal measures used to identify such stocks are: . Price/earnings ratio Dividing a stock's price by its earnings per share generates a price/earnings or P/E ratio. A stock with a P/E that is significantly below that of its peers, the market as a whole, or its own historical norm may represent an attractive opportunity. . Price/book value ratio Dividing a stock's price by its book value per share indicates how a stock is priced relative to the accounting (i.e., book) value of the company's assets. A ratio below the market, that of its competitors, or its own historic norm could indicate an undervalued situation. . Dividend yield A stock's dividend yield is found by dividing its annual dividend by its share price. A yield significantly above a stock's own historic norm or that of its peers may suggest an investment opportunity. 3 A stock selling at $10 with an annual dividend of $0.50 has a 5% yield. . Price/cash flow Dividing a stock's price by the company's cash flow per share, rather than by its earnings or book value, provides a more useful measure of value in some cases. A ratio below that of the market or of its peers suggests the market may be incorrectly valuing the company's cash flow for reasons that may be temporary. . Undervalued assets This analysis compares a company's stock price with its underlying asset values, its projected value in the private (as opposed to public) market, or its expected value if the company or parts of it were sold or liquidated. T. ROWE PRICE ACCOUNT INFORMATION 7 . Restructuring opportunities The market can react favorably to the announcement of the successful implementation of a corporate restructuring, financial reengineering, or asset redeployment. Such events can result in an increase in a company's stock price. A value investor may try to anticipate these actions and invest before the market places an appropriate value on any actual or expected changes. Is there other information I can review before making a decision? Investment Policies and Practices in Section 3 discusses various types of portfolio securities the fund may purchase as well as types of management practices the fund may use. T. ROWE PRICE ACCOUNT INFORMATION Here are some procedures you should know when investing in the T. Rowe Price family of taxable stock, bond, and money market funds. PRICING SHARES AND RECEIVING SALE PROCEEDS ---------------------------------------------------------- How and when shares are priced The share price (also called "net asset value" or NAV per share) for all funds except the Japan Fund is calculated at the close of the New York Stock Exchange, normally 4 p.m. ET, each day that the exchange is open for business. (See the following section for information on the Japan Fund.) To calculate the NAV, a fund's assets are valued and totaled, liabilities are subtracted, and the balance, called net assets, is divided by the number of shares outstanding. Market values are used to price stocks and bonds. Amortized cost is used to price securities held by money market funds. The securities of funds investing in foreign markets are usually valued on the basis of the most recent closing market prices at 4 p.m. ET. Most foreign markets close before that time. For securities primarily traded in the Far East, for example, the most recent closing prices may be as much as 15 hours old at 4 p.m. Normally, developments that could affect the values of portfolio securities that occur between the close of the foreign market and 4 p.m. ET will not be reflected in a fund NAV. However, if a fund determines that such developments are so significant that they will, in its judgment, clearly and materially affect the value of the fund's securities, the fund may adjust the previous closing prices to reflect what it believes to be the fair value of the securities as of 4 p.m. ET. A fund may fair value securities in other situations, for example, when a particular foreign market is closed but the fund is open. 3 The various ways you can buy, sell, and exchange shares are explained at the end of this prospectus and on the New Account Form. These procedures may differ for institutional and employer-sponsored retirement accounts. How your purchase, sale, or exchange price is determined If we receive your request in correct form by 4 p.m. ET, your transaction will be priced at that day's NAV. If we receive it after 4 p.m., it will be priced at the next business day's NAV. We cannot accept orders that request a particular day or price for your transaction or any other special conditions. T. ROWE PRICE ACCOUNT INFORMATION 9 Fund shares may be purchased through various third-party intermediaries including banks, brokers, and investment advisers. Where authorized by a fund, orders will be priced at the NAV next computed after receipt by the intermediary. Consult your intermediary to determine when your orders will be priced. The intermediary may charge a fee for its services. Note: The time at which transactions and shares are priced and the time until which orders are accepted may be changed in case of an emergency or if the New York Stock Exchange closes at a time other than 4 p.m. ET. Japan Fund: Pricing and Transactions The Japan Fund's share price is calculated at the close of the New York Stock Exchange, normally 4 p.m. ET, when both it and the Tokyo Stock Exchange are open. The fund will not price shares or process orders on any day when either the New York or Tokyo Stock Exchange is closed. Orders received on such days will be processed the next day the fund computes an NAV. As such, you may experience a delay in purchasing or redeeming fund shares. Exchanges: If you wish to exchange into the Japan Fund on a day the New York Stock Exchange is open but the Tokyo Stock Exchange is closed, the exchange out of the other T. Rowe Price fund will be processed on that day, but Japan Fund shares will not be purchased until the day the Japan Fund reopens. If you wish to exchange out of the Japan Fund on a day when the New York Stock Exchange is open but the Tokyo Stock Exchange is closed, the exchange will be delayed until the Japan Fund reopens. The Tokyo Stock Exchange is scheduled to be closed on the following weekdays: In 2002 -January 1, 2, 3, and 14; February 11; March 21; April 29; May 3 and 6; September 16 and 23; October 14; November 4; and December 23 and 31. In 2003-January 1, 2, 3, and 13; February 11; March 21; April 29; May 3 and 5; July 21; September 15 and 23; October 13; November 4 and 24; December 23 and 31. If the Tokyo Stock Exchange closes on dates not listed, the fund will not be priced on those dates. How you can receive the proceeds from a sale 3 When filling out the New Account Form, you may wish to give yourself the widest range of options for receiving proceeds from a sale. If your request is received by 4 p.m. ET in correct form, proceeds are usually sent on the next business day. Proceeds can be sent to you by mail or to your bank account by Automated Clearing House (ACH) transfer or bank wire. ACH is an automated method of initiating payments from, and receiving payments in, your financial institution account. Proceeds sent by ACH transfer are usually credited the second business day after the sale. Proceeds sent by bank wire should be credited to your account the first business day after the sale. T. ROWE PRICE 10 . Exception: Under certain circumstances and when deemed to be in a fund's best interest, your proceeds may not be sent for up to seven calendar days after we receive your redemption request. 3 If for some reason we cannot accept your request to sell shares, we will contact you. Contingent Redemption Fee Short-term "market timers" who engage in frequent purchases and redemptions can disrupt a fund's investment program and create additional transaction costs. For these reasons, certain T. Rowe Price funds, listed below, assess a fee on redemptions (including exchanges) of fund shares held for less than the time period shown:
Fund Holding period Redemption fee Diversified Small-Cap Growth 6 months 1.00% -------------------------------- Developing Technologies 1 year 1.00% -------------------------------- Emerging Europe & Mediterranean 1 year 2.00% -------------------------------- Emerging Markets Stock 1 year 2.00% -------------------------------- Equity Index 500 6 months 0.50% -------------------------------- Extended Equity Market Index 6 months 0.50% -------------------------------- High Yield 1 year 1.00% -------------------------------- International Discovery 1 year 2.00% -------------------------------- International Equity Index 6 months 1.00% -------------------------------- Latin America 1 year 2.00% -------------------------------- Real Estate 6 months 1.00% -------------------------------- Small-Cap Value 1 year 1.00% -------------------------------- Tax-Efficient Balanced 1 year 1.00% -------------------------------- Tax-Efficient Growth 2 years 1.00% -------------------------------- Tax-Efficient Multi-Cap Growth 2 years 1.00% -------------------------------- Total Equity Market Index 6 months 0.50% -------------------------------- U.S. Bond Index 6 months 0.50% -----------------------------------------------------------------------
Redemption fees are paid to a fund to help offset transaction costs and to protect its long-term shareholders. The "first-in, first-out" (FIFO) method is used to determine the holding period. Under this method, the date of the redemption or exchange will be compared with the earliest purchase date of shares held in the account. If this holding period is less than the designated holding period, the fee will be charged. T. ROWE PRICE ACCOUNT INFORMATION 11 In determining a holding period, the fund will use the anniversary date of a transaction. Thus, for a one-year period, shares purchased on January 1 will be subject to the fee if they are redeemed on or prior to the following December 31. If they are redeemed on or after January 1 of the following year, they will not be subject to the fee. The fee does not apply to any shares purchased through reinvested distributions (dividends and capital gains), shares held in retirement plans, such as 401(k), 403(b), 457, Keogh, profit sharing, SIMPLE IRA, SEP-IRA, and money purchase pension accounts, or to shares redeemed through designated systematic withdrawal plans. The fee does apply to all other types of accounts including IRAs. The fee may also apply to shares in retirement plans held in broker omnibus accounts. USEFUL INFORMATION ON DISTRIBUTIONS AND TAXES ---------------------------------------------------------- 3 All net investment income and realized capital gains are distributed to shareholders. Dividends and Other Distributions Dividend and capital gain distributions are reinvested in additional fund shares in your account unless you select another option on your New Account Form. Reinvesting distributions results in compounding, that is, receiving income dividends and capital gain distributions on a rising number of shares. Distributions not reinvested are paid by check or transmitted to your bank account via ACH. If the Post Office cannot deliver your check, or if your check remains uncashed for six months, the fund reserves the right to reinvest your distribution check in your account at the NAV on the day of the reinvestment and to reinvest all subsequent distributions in shares of the fund. No interest will accrue on amounts represented by uncashed distribution or redemption checks. The following chart provides details on dividend payments. Table 3 Dividend Payment Schedule
Fund Dividends Money market funds .Declared daily to shareholders of record as of 12 noon ET on that day. Purchases made after 12 noon ET receive the dividend on the next business day after payment has been received. .Paid on the first business day of each month. --------------------------------------------------------------------------------- Bond funds .Declared daily to shareholders of record as of 4 p.m. ET the previous business day. Purchases made after 4 p.m. ET receive the dividend on the next business day after payment has been received. .Paid on the first business day of each month. -------------------------------------------------------------------------------------- These stock funds only:* .Declared quarterly, if any, in March, .Balanced June, September, and December. . Dividend Growth .Must be a shareholder of record as of 4 p.m. ET on the record date. . Equity Income . Equity Index 500 . Growth & Income . Personal Strategy Balanced . Personal Strategy Income . Real Estate --------------------------------------------------------------------------------- All other stock funds* .Declared annually, if any, generally in December. .Must be a shareholder of record as of 4 p.m. ET on the record date. --------------------------------------------------------------------------------- Tax-Efficient Balanced* Municipal Portion .Declared daily, paid on the last business day of March, June, September, and December. Equity Portion .Declared annually, if any, usually in December. .Must be a shareholder of record as of 4 p.m. ET on the record date. --------------------------------------------------------------------------------------
T. ROWE PRICE 12 * Mutual fund dividends are eligible for the 70% deduction for dividends received by corporations to the extent the fund's income consists of dividends paid by U.S. corporations. Bond or money fund shares will earn dividends through the date of redemption; also, shares redeemed on a Friday or prior to a holiday (other than wire redemptions for money funds received before 12 noon ET) will continue to earn dividends until the next business day. Generally, if you redeem all of your bond or money fund shares at any time during the month, you will also receive all dividends earned through the date of redemption in the same check. When you redeem only a portion of your bond or money fund shares, all dividends accrued on those shares will be reinvested, or paid in cash, on the next dividend payment date. Capital gain payments If a fund has net capital gains for the year (after subtracting any capital losses), they are usually declared and paid in December to shareholders of record on a specified date that month. If a second distribution is necessary, it is paid the following year. T. ROWE PRICE ACCOUNT INFORMATION 13 Capital gain payments are not expected in money market funds, which are managed to maintain a constant share price. 3 A capital gain or loss is the difference between the purchase and sale price of a security. Tax Information 3 You will be sent timely information for your tax filing needs. You need to be aware of the possible tax consequences when: . You sell fund shares, including an exchange from one fund to another. . A fund makes a distribution to your account. Taxes on fund redemptions When you sell shares in any fund, you may realize a gain or loss. An exchange from one fund to another is also a sale for tax purposes. In January, you will be sent Form 1099-B indicating the date and amount of each sale you made in the fund during the prior year. This information will also be reported to the IRS. For most new accounts or those opened by exchange in 1984 or later, we will provide the gain or loss on the shares you sold during the year based on the "average cost" single category method. This information is not reported to the IRS, and you do not have to use it. You may calculate the cost basis using other methods acceptable to the IRS, such as "specific identification." To help you maintain accurate records, we send you a confirmation promptly following each transaction you make (except for systematic purchases and redemptions) and a year-end statement detailing all your transactions in each fund account during the year. Taxes on fund distributions In January, you will be sent Form 1099-DIV indicating the tax status of any dividend and capital gain distributions made to you. This information will also be reported to the IRS. Distributions are generally taxable to you in the year in which they are paid. You will be sent any additional information you need to determine your taxes on fund distributions, such as the portion of your dividends, if any, that may be exempt from state income taxes. The tax treatment of a capital gain distribution is determined by how long the fund held the portfolio securities, not how long you held shares in the fund. Short-term (one year or less) capital gain distributions are taxable at the same rate as ordinary income and long-term gains on securities held more than 12 months are taxed at a maximum rate of 20%. If you realized a loss on the sale or exchange of fund shares that you held six months or less, your short-term loss T. ROWE PRICE 14 must be reclassified to a long-term loss to the extent of any long-term capital gain distribution received during the period you held the shares. Gains and losses from the sale of foreign currencies and the foreign currency gain or loss resulting from the sale of a foreign debt security can increase or decrease an ordinary income dividend. Net foreign currency losses may cause monthly or quarterly dividends to be reclassified as a return of capital. If the fund qualifies and elects to pass through nonrefundable foreign taxes paid to foreign governments during the year, your portion of such taxes will be reported to you as taxable income. However, you may be able to claim an offsetting credit or deduction on your tax return for those amounts. There can be no assurance that a fund will be able to meet the requirements to pass through foreign income taxes paid. Tax consequences of hedging For funds investing in foreign securities, distributions resulting from the sale of certain foreign currencies, currency contracts, and debt securities are taxed as ordinary income. Net foreign currency losses may cause monthly or quarterly dividends to be reclassified as a return of capital. Entering into certain options, futures, swaps, and forward foreign exchange contracts and transactions may result in the application of the mark-to-market and straddle provisions of the Internal Revenue Code. These provisions could result in the fund being required to distribute gains on such transactions even though it did not close the contracts during the year or receive cash to pay such distributions. The fund may not be able to reduce its distributions for losses on such transactions to the extent of unrealized gains in offsetting positions. 3 Distributions are taxable whether reinvested in additional shares or received in cash. Tax effect of buying shares before a capital gain distribution If you buy shares shortly before or on the "record date" - the date that establishes you as the person to receive the upcoming distribution - you receive a portion of the money you just invested in the form of a taxable distribution. Therefore, you may wish to find out a fund's record date before investing. Of course, a fund's share price may, at any time, reflect undistributed capital gains and unrealized appreciation, which may result in future taxable distributions. Such distributions can occur even in a year when the fund has a negative return. 3 The preceding tax information summary does not apply to retirement accounts, such as IRAs, which are not subject to current tax. T. ROWE PRICE ACCOUNT INFORMATION 15 TRANSACTION PROCEDURES AND SPECIAL REQUIREMENTS ---------------------------------------------------------- 3 Following these procedures helps assure timely and accurate transactions. Purchase Conditions Nonpayment If you pay with a check or ACH transfer that does not clear or if your payment is not received in a timely manner, your purchase may be canceled. You will be responsible for any losses or expenses incurred by the fund or transfer agent, and the fund can redeem shares you own in this or another identically registered T. Rowe Price account as reimbursement. The fund and its agents have the right to reject or cancel any purchase, exchange, or redemption due to nonpayment. U.S. dollars All purchases must be paid for in U.S. dollars; checks must be drawn on U.S. banks. Sale (Redemption) Conditions Holds on immediate redemptions: 10-day hold If you sell shares that you just purchased and paid for by check or ACH transfer, the fund will process your redemption but will generally delay sending you the proceeds for up to 10 calendar days to allow the check or transfer to clear. If, during the clearing period, we receive a check drawn against your newly purchased shares, it will be returned marked "uncollected." (The 10-day hold does not apply to purchases paid for by bank wire or automatic purchases through your paycheck.) Telephone, Tele*Access/(R)/, and online account transactions You may access your account or conduct transactions using the telephone or Tele*Access, or online. The T. Rowe Price funds and their agents use reasonable procedures to verify the identity of the shareholder. If these procedures are followed, the funds and their agents are not liable for any losses that may occur from acting on unauthorized instructions. A confirmation is sent promptly after a transaction. Please review it carefully and contact T. Rowe Price immediately about any transaction you believe to be unauthorized. Telephone conversations are recorded. Redemptions over $250,000 Large redemptions can adversely affect a portfolio manager's ability to implement a fund's investment strategy by causing the premature sale of securities that would otherwise be held. If, in any 90-day period, you redeem (sell) more than $250,000, or your sale amounts to more than 1% of fund net assets, the fund has the right to pay the difference between the redemption amount and the lesser of the two previously mentioned figures with securities from the fund. T. ROWE PRICE 16 Excessive Trading 3 T. Rowe Price may bar excessive traders from purchasing shares. Frequent trades or market timing in your account or accounts controlled by you can disrupt management of a fund and raise its expenses. To deter such activity, each fund has adopted an excessive trading policy. If you violate this policy, you may be barred indefinitely and without further notice from further purchases of the T. Rowe Price funds. . Trades placed directly with T. Rowe Price If you trade directly with T. Rowe Price, you can make one purchase and one sale or one sale and one purchase involving the same fund within any 120-day period. If you exceed this limit, or if your trading activity involves market timing, you are in violation of our excessive trading policy. Two types of transactions are exempt from this policy: 1) Trades solely in money market funds (exchanges between a money fund and a nonmoney fund are not exempt); and 2) systematic purchases and redemptions (see Information About Your Services). . Trades placed through intermediaries If you purchase fund shares through an intermediary including a broker, bank, investment adviser, recordkeeper, or other third party, you can make one purchase and one sale or one sale and one purchase involving the same fund within any 120-day period. If you exceed this limit or if you hold fund shares for less than 60 calendar days, you are in violation of our excessive trading policy. Systematic purchases and redemptions are exempt from this policy. Transactions accepted by intermediaries in violation of this excessive trading policy or from persons believed to be market timers are subject to rejection or cancellation by the funds. Keeping Your Account Open Due to the relatively high cost to a fund of maintaining small accounts, we ask you to maintain an account balance of at least $1,000 ($10,000 for Summit Funds). If your balance is below this amount for three months or longer, we have the right to close your account after giving you 60 days to increase your balance. Account Maintenance and Small Account Fees . Small Account Fee (all funds except Index Funds) Because of the disproportionately high costs of servicing accounts with low balances, a $10 fee, paid to T. Rowe Price Services, the funds' transfer agent, will automatically be deducted from nonretirement accounts with balances falling below a minimum amount. The valuation of accounts and the deduction are expected to take place during the last five business days of September. The fee will be deducted from accounts with balances below $2,000, except for UGMA/UTMA accounts, for which the T. ROWE PRICE ACCOUNT INFORMATION 17 minimum is $500. The fee will be waived for any investor whose T. Rowe Price mutual fund accounts total $25,000 or more. Accounts employing automatic investing (e.g., payroll deduction, automatic purchase from a bank account, etc.) are also exempt from the charge. The fee does not apply to IRAs and other retirement plan accounts that utilize a prototype plan sponsored by T. Rowe Price, but a separate custodial or administrative fee may apply to such accounts. . Account Maintenance Fee (Index Funds only) The account maintenance fee is charged on a quarterly basis usually during the last week of a calendar quarter. On the day of the assessment, accounts with balances below $10,000 will be charged the fee. Please note that the fee will be charged to accounts that fall below $10,000 for any reason, including market fluctuations, redemptions, or exchanges. When an account with less than $10,000 is closed either through redemption or exchange, the fee will be charged and deducted from the proceeds. The fee will apply to IRA accounts. The fee does not apply to retirement plans directly registered with T. Rowe Price Services, or accounts maintained by intermediaries through NSCC/(R)/Networking. Signature Guarantees 3 A signature guarantee is designed to protect you and the T. Rowe Price funds from fraud by verifying your signature. You may need to have your signature guaranteed in certain situations, such as: . Written requests 1) to redeem over $100,000 or 2) to wire redemption proceeds when prior bank account authorization is not on file. . Remitting redemption proceeds to any person, address, or bank account not on record. . Transferring redemption proceeds to a T. Rowe Price fund account with a different registration (name or ownership) from yours. . Establishing certain services after the account is opened. You can obtain a signature guarantee from most banks, savings institutions, broker-dealers, and other guarantors acceptable to T. Rowe Price. We cannot accept guarantees from notaries public or organizations that do not provide reimbursement in the case of fraud. MORE ABOUT THE FUND ORGANIZATION AND MANAGEMENT ---------------------------------------------------------- How is the fund organized? The fund was originally incorporated in Delaware in 1955 and was the first mutual fund to invest principally in equity securities traded in the OTC market. The fund was reincorporated in Pennsylvania in 1985 and was reorganized as a series of a Maryland corporation in 1988. Effective May 1, 1997, the fund changed its name to the T. Rowe Price Small-Cap Stock Fund, Inc. The fund is a "diversified, open-end investment company," or mutual fund. Mutual funds pool money received from shareholders of each class into a single portfolio and try to achieve specified objectives. 3 Shareholders benefit from T. Rowe Price's 65 years of investment management experience. What is meant by "shares"? As with all mutual funds, investors purchase shares when they put money in a fund. These shares are part of a fund's authorized capital stock, but share certificates are not issued. Each share and fractional share entitles the shareholder to: . Receive a proportional interest in income and capital gain distributions. . Cast one vote per share on certain fund matters, including the election of fund directors, changes in fundamental policies, or approval of changes in the fund's management contract. Do T. Rowe Price funds have annual shareholder meetings? The funds are not required to hold annual meetings and, to avoid unnecessary costs to fund shareholders, do not do so except when certain matters, such as a change in fundamental policies, must be decided. In addition, shareholders representing at least 10% of all eligible votes may call a special meeting, if they wish, for the purpose of voting on the removal of any fund director or trustee. If a meeting is held and you cannot attend, you can vote by proxy. Before the meeting, the fund will send you proxy materials that explain the issues to be decided and include instructions on voting by mail or telephone, or on the Internet. T. ROWE PRICE ACCOUNT INFORMATION 19 Who runs the fund? General Oversight The fund is governed by a Board of Directors that meets regularly to review the fund's investments, performance, expenses, and other business affairs. The Board elects the fund's officers. The majority of Board members are independent of T. Rowe Price Associates, Inc. (T. Rowe Price). 3 All decisions regarding the purchase and sale of fund investments are made by T. Rowe Price - specifically by the fund's portfolio managers. Portfolio Management The fund has an Investment Advisory Committee with the following members: Gregory A. McCrickard, Chairman, Preston G. Athey, Brace C. Brooks, Hugh M. Evans III, Kris H. Jenner, Joseph Milano, Curt J. Organt, Charles G. Pepin, Michael F. Sola, J. David Wagner, and Wenhua Zhang. The committee chairman has day-to-day responsibility for managing the portfolio and works with the committee in developing and executing the fund's investment program. Mr. McCrickard has been chairman of the fund's committee since 1992. He joined T. Rowe Price in 1986 and has been managing investments since 1991. The Management Fee This fee has two parts - an "individual fund fee," which reflects a fund's particular characteristics, and a "group fee." The group fee, which is designed to reflect the benefits of the shared resources of the T. Rowe Price investment management complex, is calculated daily based on the combined net assets of all T. Rowe Price funds (except the Spectrum Funds, and any institutional, index, or private label mutual funds). The group fee schedule (shown below) is graduated, declining as the asset total rises, so shareholders benefit from the overall growth in mutual fund assets. Group Fee Schedule
0.334%* First $50 billion 0.305% Next $30 billion 0.300% Next $40 billion 0.295% Thereafter -------------------------------------
* Represents a blended group fee rate containing various break points. The fund's portion of the group fee is determined by the ratio of its daily net assets to the daily net assets of all the T. Rowe Price funds described previously. Based on combined T. Rowe Price fund assets of over $94 billion at December . 31, 2001, the group fee was 0.32%. . The individual fund fee is 0.45%. T. ROWE PRICE 20 UNDERSTANDING PERFORMANCE INFORMATION ---------------------------------------------------------- This section should help you understand the terms used to describe fund performance. You will come across them in shareholder reports you receive from us; in our education and informational materials; in T. Rowe Price advertisements; and in the media. Total Return This tells you how much an investment has changed in value over a given time period. It reflects any net increase or decrease in the share price and assumes that all dividends and capital gains (if any) paid during the period were reinvested in additional shares. Therefore, total return numbers include the effect of compounding. Advertisements may include cumulative or average annual total return figures, which may be compared with various indices, other performance measures, or other mutual funds. Cumulative Total Return This is the actual return of an investment for a specified period. A cumulative return does not indicate how much the value of the investment may have fluctuated during the period. For example, an investment could have a 10-year positive cumulative return despite experiencing some negative years during that time. Average Annual Total Return This is always hypothetical and should not be confused with actual year-by-year results. It smooths out all the variations in annual performance to tell you what constant year-by-year return would have produced the investment's actual cumulative return. This gives you an idea of an investment's annual contribution to your portfolio, provided you held it for the entire period. INVESTMENT POLICIES AND PRACTICES ---------------------------------------------------------- This section takes a detailed look at some of the types of fund securities and the various kinds of investment practices that may be used in day-to-day portfolio management. Fund investments are subject to further restrictions and risks described in the Statement of Additional Information. Shareholder approval is required to substantively change fund objectives and certain investment restrictions noted in the following section as "fundamental policies." The managers also follow certain "operating policies" which can be changed without shareholder approval. However, significant changes are dis- T. ROWE PRICE ACCOUNT INFORMATION 21 cussed with shareholders in fund reports. Fund investment restrictions and policies apply at the time of investment. A later change in circumstances will not require the sale of an investment if it was proper at the time it was made. Fund holdings of certain kinds of investments cannot exceed maximum percentages of total assets, which are set forth in this prospectus. For instance, fund investments in hybrid instruments are limited to 10% of total assets. While these restrictions provide a useful level of detail about fund investments, investors should not view them as an accurate gauge of the potential risk of such investments. For example, in a given period, a 5% investment in hybrid instruments could have significantly more of an impact on a fund's share price than its weighting in the portfolio. The net effect of a particular investment depends on its volatility and the size of its overall return in relation to the performance of all other fund investments. Changes in fund holdings, fund performance, and the contribution of various investments are discussed in the shareholder reports sent to you. 3 Fund managers have considerable leeway in choosing investment strategies and selecting securities they believe will help achieve fund objectives. Types of Portfolio Securities In seeking to meet its investment objective, the fund may invest in any type of security or instrument (including certain potentially high-risk derivatives described in this section) whose investment characteristics are consistent with its investment program. The following pages describe various types of fund securities and investment management practices. Fundamental policy The fund will not purchase a security if, as a result, with respect to 75% of its total assets, more than 5% of its total assets would be invested in securities of a single issuer, or if more than 10% of the outstanding voting securities of the issuer would be held by the fund. Fund investments are primarily in common stocks (normally, at least 80% of net assets) and, to a lesser degree, other types of securities as described below. Common and Preferred Stocks Stocks represent shares of ownership in a company. Generally, preferred stock has a specified dividend and ranks after bonds and before common stocks in its claim on income for dividend payments and on assets should the company be liquidated. After other claims are satisfied, common stockholders participate in company profits on a pro-rata basis; profits may be paid out in dividends or reinvested in the company to help it grow. Increases and decreases in earnings are usually reflected in a company's stock price, so common stocks generally have the greatest appreciation and depreciation potential of all corporate securities. T. ROWE PRICE 22 While most preferred stocks pay a dividend, preferred stock may be purchased where the issuer has omitted, or is in danger of omitting, payment of its dividend. Such investments would be made primarily for their capital appreciation potential. Convertible Securities and Warrants Investments may be made in debt or preferred equity securities convertible into, or exchangeable for, equity securities. Traditionally, convertible securities have paid dividends or interest at rates higher than common stocks but lower than nonconvertible securities. They generally participate in the appreciation or depreciation of the underlying stock into which they are convertible, but to a lesser degree. In recent years, convertibles have been developed which combine higher or lower current income with options and other features. Warrants are options to buy a stated number of shares of common stock at a specified price anytime during the life of the warrants (generally, two or more years). Warrants can be highly volatile, have no voting rights, and pay no dividends. Foreign Securities Investments may be made in foreign securities. These include nondollar-denominated securities traded outside of the U.S. and dollar-denominated securities of foreign issuers traded in the U.S. (such as ADRs and ADSs). Such investments increase a portfolio's diversification and may enhance return, but they also involve some special risks, such as exposure to potentially adverse local, political, and economic developments; nationalization and exchange controls; potentially lower liquidity and higher volatility; possible problems arising from accounting, disclosure, settlement, and regulatory practices that differ from U.S. standards; and the chance that fluctuations in foreign exchange rates will decrease the investment's value (favorable changes can increase its value). These risks are heightened for investments in developing countries, and there is no limit on the amount of fund foreign investments that may be made in such countries. Operating policy Fund investments in foreign securities are limited to 10% of total assets. Fixed-Income Securities From time to time, we may invest in debt securities of any type, including municipal securities, without regard to quality or rating. Such securities would be purchased in companies, municipalities, or entities which meet the investment criteria for the fund. The price of a bond fluctuates with changes in interest rates, generally rising when interest rates fall and falling when interest rates rise. T. ROWE PRICE ACCOUNT INFORMATION 23 High-Yield, High-Risk Bonds The total return and yield of lower-quality (high-yield, high-risk) bonds, commonly referred to as "junk" bonds, can be expected to fluctuate more than the total return and yield of higher-quality, shorter-term bonds, but not as much as those of common stocks. Junk bonds (those rated below BBB or in default) are regarded as predominantly speculative with respect to the issuer's continuing ability to meet principal and interest payments. Operating policy The fund may purchase any type of noninvestment-grade debt security (or junk bond) including those in default. The fund will not purchase this type of security if it would have more than 10% of its total assets invested in such securities. Fund investments in convertible securities are not subject to this limit. Hybrid Instruments These instruments (a type of potentially high-risk derivative) can combine the characteristics of securities, futures, and options. For example, the principal amount, redemption, or conversion terms of a security could be related to the market price of some commodity, currency, or securities index. Such securities may bear interest or pay dividends at below market or even relatively nominal rates. Under some conditions, the redemption value of such an investment could be zero. 3 Hybrids can have volatile prices and limited liquidity, and their use may not be successful. Operating policy Fund investments in hybrid instruments are limited to 10% of total assets. Private Placements These securities are sold directly to a small number of investors, usually institutions. Unlike public offerings, such securities are not registered with the SEC. Although certain of these securities may be readily sold, for example, under Rule 144A, others may be illiquid, and their sale may involve substantial delays and additional costs. Operating policy Fund investments in illiquid securities are limited to 15% of net assets. Types of Investment Management Practices Reserve Position A certain portion of fund assets will be held in money market reserves. Fund reserve positions are expected to consist primarily of shares of one or more T. Rowe Price internal money market funds. Short-term, high-quality U.S. and foreign dollar-denominated money market securities, including repurchase agreements, may also be held. For temporary, defensive purposes, there is no T. ROWE PRICE 24 limit on fund investments in money market reserves. The effect of taking such a position is that the fund may not achieve its investment objective. The reserve position provides flexibility in meeting redemptions, paying expenses, and in the timing of new investments and can serve as a short-term defense during periods of unusual market volatility. Borrowing Money and Transferring Assets Fund borrowings may be made from banks and other T. Rowe Price funds for temporary emergency purposes to facilitate redemption requests, or for other purposes consistent with fund policies as set forth in this prospectus. Such borrowings may be collateralized with fund assets, subject to restrictions. Fundamental policy Borrowings may not exceed 33/1//\\/3/\\% of total fund assets. Operating policy Fund transfers of portfolio securities as collateral will not be made except as necessary in connection with permissible borrowings or investments, and then such transfers may not exceed 33/1//\\/3/\\% of fund total assets. Fund purchases of additional securities will not be made when borrowings exceed 5% of total assets. Futures and Options Futures, a type of potentially high-risk derivative, are often used to manage or hedge risk because they enable the investor to buy or sell an asset in the future at an agreed-upon price. Options, another type of potentially high-risk derivative, give the investor the right (where the investor purchases the option), or the obligation (where the investor "writes" or sells the option), to buy or sell an asset at a predetermined price in the future. Futures and options contracts may be bought or sold for any number of reasons, including: to manage fund exposure to changes in securities prices and foreign currencies; as an efficient means of adjusting fund overall exposure to certain markets; in an effort to enhance income; to protect the value of portfolio securities; and as a cash management tool. Call or put options may be purchased or sold on securities, financial indi ces, and foreign currencies. Futures contracts and options may not always be successful hedges; their prices can be highly volatile; using them could lower fund total return; and the potential loss from the use of futures can exceed a fund's initial investment in such contracts. Operating policies Futures: Initial margin deposits and premiums on options used for nonhedging purposes will not exceed 5% of fund net asset value. Options on securities: The total market value of securities covering call or put options may not exceed 25% of fund total assets. No more than 5% of fund total assets will be committed to premiums when purchasing call or put options. T. ROWE PRICE ACCOUNT INFORMATION 25 Exchange Traded Funds (ETFs) These are a type of index fund bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities designed to track a particular market index. The fund could purchase an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile and ETFs have management fees which increase their costs. Managing Foreign Currency Risk Investors in foreign securities may attempt to "hedge" their exposure to potentially unfavorable currency changes. The primary means of doing this is through the use of "forwards"- contracts to exchange one currency for another on some future date at a specified exchange rate. However, futures, swaps, and options on these instruments may also be used. In certain circumstances, a "proxy currency" may be substituted for the currency in which the investment is denominated, a strategy known as "proxy hedging." If the fund were to engage in any of these foreign currency transactions, they would be primarily to protect a fund's foreign securities from adverse currency movements relative to the dollar. Such transactions involve the risk that anticipated currency movements will not occur, which could reduce fund total return. There are certain markets, including many emerging markets, where it is not possible to engage in effective foreign currency hedging. Lending of Portfolio Securities Fund securities may be lent to broker-dealers, other institutions, or other persons to earn additional income. Risks include the potential insolvency of the broker-dealer or other borrower that could result in delays in recovering securities and capital losses. Additionally, losses could result from the reinvestment of collateral received on loaned securities. Fundamental policy The value of loaned securities may not exceed 33/1//\\/3/\\% of total fund assets. Portfolio Turnover Turnover is an indication of frequency of trading. The fund will not generally trade in securities for short-term profits, but, when circumstances warrant, securities may be purchased and sold without regard to the length of time held. A high turnover rate may increase transaction costs, result in additional capital gain distributions, and reduce fund total return. The fund's portfolio turnover rates are shown in the Financial Highlights table. T. ROWE PRICE 26 FINANCIAL HIGHLIGHTS ---------------------------------------------------------- Table 4, which provides information about the fund's financial history, is based on a single share outstanding throughout the periods shown. The table is part of the fund's financial statements, which are included in its annual report and are incorporated by reference into the Statement of Additional Information (available upon request). The total returns in the table represent the rate that an investor would have earned or lost on an investment in the fund (assuming reinvestment of all dividends and distributions and no payment of account or (if applicable) redemption fees). The financial statements in the annual report were audited by the fund's independent accountants, PricewaterhouseCoopers LLP. Table 4 Financial Highlights
Year ended December 31 1997 1998 1999 2000 2001 ------------------------------------------------------------------------------ Net asset value, beginning of period $18.07 $22.20 $20.79 $22.80 $23.87 Income From Investment Operations Net investment income 0.05 0.08 0.09 0.15 0.10 ---------------------------------------------- Net gains or losses on securities (both 5.13 (0.89) 2.89 3.52 1.52 realized and unrealized) ---------------------------------------------- Total from investment operations 5.18 (0.81) 2.98 3.67 1.62 Less Distributions Dividends (from net (0.04) (0.10) (0.08) investment income) (0.14) (0.10) ---------------------------------------------- Distributions (from (1.01) (0.50) (0.89) (2.46) (0.05) capital gains) ---------------------------------------------- Returns of capital -- -- -- -- -- ---------------------------------------------- Total distributions (1.05) (0.60) (0.97) (2.60) (0.15) ---------------------------------------------- Net asset value, end of $22.20 $20.79 $22.80 $23.87 $25.34 period ---------------------------------------------- Total return 28.81% (3.46)% 14.66% 16.49% 6.81% Ratios/Supplemental Data Net assets, end of $ 816 $1,153 $1,740 $2,255 $3,158 period (in millions) ---------------------------------------------- Ratio of expenses to 1.02% 1.01% 0.96% 0.94% 0.98% average net assets ---------------------------------------------- Ratio of net income to 0.33% 0.46% 0.47% 0.63% 0.45% average net assets ---------------------------------------------- Portfolio turnover rate 22.9% 25.9% 42.3% 32.8% 16.5% ------------------------------------------------------------------------------
INVESTING WITH T. ROWE PRICE ACCOUNT REQUIREMENTS AND TRANSACTION INFORMATION ---------------------------------------------------------- Tax Identification Number We must have your correct Social Security or tax identification number on a signed New Account Form or W-9 Form. Otherwise, federal law requires the funds to withhold a percentage (currently 30%) of your dividends, capital gain distributions, and redemptions, and may subject you to an IRS fine. If this information is not received within 60 days after your account is established, your account may be redeemed at the fund's NAV on the redemption date. Transaction Confirmations We send immediate confirmations for most of your fund transactions, but some, such as systematic purchases and dividend reinvestments, are reported on your account statement. Please review confirmations and statements as soon as you receive them and promptly report any discrepancies to Shareholder Services. Employer-Sponsored Retirement Plans and Institutional Accounts T. Rowe Price Trust Company 1-800-492-7670 Transaction procedures in the following sections may not apply to employer-sponsored retirement plans and institutional accounts. For procedures regarding employer-sponsored retirement plans, please call T. Rowe Price Trust Company or consult your plan administrator. For institutional account procedures, please call your designated account manager or service representative. We do not accept third-party checks, except for IRA Rollover checks that are properly endorsed. In addition, T. Rowe Price does not accept purchases made by credit card check. T. ROWE PRICE 28 OPENING A NEW ACCOUNT ---------------------------------------------------------- $2,500 minimum initial investment; $1,000 for retirement plans or gifts or transfers to minors (UGMA/UTMA) accounts ($25,000 minimum initial investment for Summit Funds only) Account Registration If you own other T. Rowe Price funds, be sure to register any new account just like your existing accounts so you can exchange among them easily. (The name and account type would have to be identical.) For joint accounts or other types of accounts owned or controlled by more than one party, either owner/party has complete authority to act on behalf of all and give instructions concerning the account without notice to the other party. T. Rowe Price may, in its sole discretion, require written authorization from all owners/parties to act on the account for certain transactions (for example, to transfer ownership). By Mail Please make your check payable to T. Rowe Price Funds (otherwise it will be returned) and send your check, together with the New Account Form, to the appropriate address below: via U.S. Postal Service T. Rowe Price Account Services P.O. Box 17300 Baltimore, MD 21297-1300 via private carriers/overnight services T. Rowe Price Account Services Mailcode 17300 4515 Painters Mill Road Owings Mills, MD 21117-4903 By Wire Call Investor Services for an account number and give the following wire information to your bank: Receiving Bank: PNC Bank, N.A. (Pittsburgh) Receiving Bank ABA#: 043000096 Beneficiary: T. Rowe Price [fund name] Beneficiary Account: 1004397951 Originator to Beneficiary Information (OBI): name of owner(s) and account number T. ROWE PRICE ACCOUNT INFORMATION 29 Complete a New Account Form and mail it to one of the appropriate T. Rowe Price addresses listed under "By Mail." Note: Investment will be made, but no services will be established and IRS penalty withholding may occur until we receive a signed New Account Form. By Exchange Call Shareholder Services or use Tele*Access or your personal computer (see Automated Services under Information About Your Services). The new account will have the same registration as the account from which you are exchanging. Services for the new account may be carried over by telephone request if they are preauthorized on the existing account. For limitations on exchanging, see the explanation of Excessive Trading under Transaction Procedures and Special Requirements. In Person Drop off your New Account Form at any location listed on the back cover and obtain a receipt. PURCHASING ADDITIONAL SHARES ---------------------------------------------------------- $100 minimum additional purchase ($1,000 for Summit Funds). For retirement plans, Automatic Asset Builder, and gifts or transfers to minors (UGMA/UTMA) accounts $50, except $100 for Summit Funds. By ACH Transfer Use Tele*Access or your personal computer or call Shareholder Services if you have established electronic transfers using the ACH system. By Wire Call Shareholder Services or use the wire instructions listed in Opening a New Account. By Mail 1. Make your check payable to T. Rowe Price Funds (otherwise it may be returned). 2. Mail the check to us at the following address with either a fund reinvestment slip or a note indicating the fund you want to buy and your fund account number. 3. Remember to provide your account number and the fund name on the memo line of your check. T. ROWE PRICE 30 via U.S. Postal Service T. Rowe Price Account Services P.O. Box 17300 Baltimore, MD 21297-1300 /(For //mail via private carriers and overnight services//, see previous / /section.)/ By Automatic Asset Builder Fill out the Automatic Asset Builder section on the New Account or Shareholder Services Form. EXCHANGING AND REDEEMING SHARES ---------------------------------------------------------- Exchange Service You can move money from one account to an existing identically registered account or open a new identically registered account. Remember, exchanges are purchases and sales for tax purposes. (Exchanges into a state tax-free fund are limited to investors living in states where the fund is registered.) Redemptions Redemption proceeds can be mailed to your account address, sent by ACH transfer to your bank, or wired to your bank (provided your bank information is already on file). For charges, see Electronic Transfers-By Wire under Information About Your Services. Please note that large redemption requests initiated through automated services may be routed to a service representative. If you request to redeem a specific dollar amount, and the market value of your account is less than the amount of your request, we will redeem all shares from your account. Some of the T. Rowe Price funds may impose a redemption fee of 0.5% to 2% on shares held for less than six months, one year, or two years, as specified in the prospectus. The fee is paid to the fund. For redemptions by check or electronic transfer, please see Information About Your Services. By Phone Call Shareholder Services If you find our phones busy during unusually volatile markets, please consider placing your order by your personal computer or Tele*Access (if you have previously authorized these services), mailgram, or T. ROWE PRICE ACCOUNT INFORMATION 31 express mail. For exchange policies, please see Transaction Procedures and Special Requirements - Excessive Trading. By Mail For each account involved, provide the account name, number, fund name, and exchange or redemption amount. For exchanges, be sure to specify any fund you are exchanging out of and the fund or funds you are exchanging into. T. Rowe Price requires the signatures of all owners exactly as registered, and possibly a signature guarantee (see Transaction Procedures and Special Requirements - Signature Guarantees). Please use the appropriate address below: For nonretirement and IRA accounts: via U.S. Postal Service T. Rowe Price Account Services P.O. Box 17302 Baltimore, MD 21297-1302 via private carriers/overnight services T. Rowe Price Account Services Mailcode 17302 4515 Painters Mill Road Owings Mills, MD 21117-4903 For employer-sponsored retirement accounts: via U.S. Postal Service T. Rowe Price Trust Company P.O. Box 17479 Baltimore, MD 21297-1479 via private carriers/overnight services T. Rowe Price Trust Company Mailcode 17479 4515 Painters Mill Road Owings Mills, MD 21117-4903 Requests for redemptions from employer-sponsored retirement accounts must be in writing; please call T. Rowe Price Trust Company or your plan administrator for instructions. IRA distributions may be requested in writing or by telephone; please call Shareholder Services to obtain an IRA Distribution Form or an IRA Shareholder Services Form to authorize the telephone redemption service. T. ROWE PRICE 32 RIGHTS RESERVED BY THE FUNDS ---------------------------------------------------------- T. Rowe Price funds and their agents reserve the following rights: (1) to waive or lower investment minimums; (2) to accept initial purchases by telephone or mailgram; (3) to refuse any purchase or exchange order; (4) to cancel or rescind any purchase or exchange order (including, but not limited to, orders deemed to result in excessive trading, market timing, fraud, or 5% ownership) upon notice to the shareholder within five business days of the trade or if the written confirmation has not been received by the shareholder, whichever is sooner; (5) to freeze any account and suspend account services when notice has been received of a dispute between the registered or beneficial account owners or there is reason to believe a fraudulent transaction may occur; (6) to otherwise modify the conditions of purchase and any services at any time; (7) to waive any redemption, small account, maintenance or other fees charged to a group of shareholders; (8) to act on instructions reasonably believed to be genuine; and (9) to involuntarily redeem your account in cases of threatening conduct or suspected fraudulent or illegal activity. These actions will be taken when, in the sole discretion of management, they are deemed to be in the best interest of the fund. In an effort to protect T. Rowe Price funds from the possible adverse effects of a substantial redemption in a large account, as a matter of general policy, no shareholder or group of shareholders controlled by the same person or group of persons will knowingly be permitted to purchase in excess of 5% of the outstanding shares of a fund, except upon approval of the fund's management. INFORMATION ABOUT YOUR SERVICES ---------------------------------------------------------- Shareholder Services 1-800-225-5132 Investor Services 1-800-638-5660 Many services are available to you as a shareholder; some you receive automatically, and others you must authorize or request on the New Account Form. By signing up for services on the New Account Form rather than later on, you avoid having to complete a separate form and obtain a signature guarantee. This section discusses some of the T. ROWE PRICE ACCOUNT INFORMATION 33 services currently offered. Our Services Guide, which we mail to all new shareholders, contains detailed descriptions of these and other services. Note: Corporate and other institutional accounts require an original or certified resolution to establish services and to redeem by mail. Certain other fiduciary accounts (such as trusts or power of attorney arrangements) require documentation, which may include an original or certified copy of the trust or power of attorney to establish services and to redeem by mail. For more information, call Investor Services. Retirement Plans We offer a wide range of plans for individuals, institutions, and large and small businesses: Traditional IRAs, Roth IRAs, SIMPLE IRAs, SEP-IRAs, Keoghs (profit sharing, money purchase pension), 401(k)s, and 403(b)(7)s. For information on IRAs or our no-load variable annuity, call Investor Services. For information on all other retirement plans, please call our Trust Company at 1-800-492-7670. Investing for College Expenses We can help you save for future college expenses on a tax-advantaged basis. Education Savings Accounts (ESAs) (formerly known as Education IRAs) Invest up to $2,000 a year depending on your annual income; account earnings are tax-free when used for qualified expenses. 529 Plans The T. Rowe Price College Savings Plan (for any U.S. resident), the Maryland College Investment Plan (for any U.S. resident), and the University of Alaska College Savings Plan (for Alaska residents) allow you to contribute on a tax-deferred basis toward a student's higher education. For more information on tax-related features and the plans' investment approaches, risks, and expenses, call toll-free 1-866-521-1894. Automated Services Tele*Access 1-800-638-2587 24 hours, 7 days Tele*Access 24-hour service via a toll-free number enables you to (1) access information on fund performance, prices, distributions, account balances, and your latest transaction; (2) request checks, prospectuses, services forms, dupli- T. ROWE PRICE 34 cate statements, and tax forms; and (3) buy, sell, and exchange shares in your accounts (see Electronic Transfers in this section). Web Address www.troweprice.com Online Account Access You can sign up online to conduct account transactions through our Web site on the Internet. If you subscribe to America Online/(R)/, you can access our Web site via keyword "T. Rowe Price" and conduct transactions in your account. Plan Account Line 1-800-401-3279 This 24-hour service is similar to Tele*Access but is designed specifically to meet the needs of retirement plan investors. By Telephone and In Person Buy, sell, or exchange shares by calling one of our service representatives or by visiting one of our investor center locations whose addresses are listed on the back cover. Electronic Transfers By ACH With no charges to pay, you can move as little as $100 or as much as $100,000 between your bank account and fund account using the ACH system. Enter instructions via Tele*Access or your personal computer, or call Shareholder Services. By Wire Electronic transfers can be conducted via bank wire. There is a $5 fee for wire redemptions under $5,000, and your bank may charge for incoming or outgoing wire transfers regardless of size. Checkwriting (Not available for equity funds or the High Yield, Emerging Markets Bond, or U.S. Bond Index Funds) You may write an unlimited number of free checks on any money market fund and most bond funds, with a minimum of $500 per check. Keep in mind, however, that a check results in a redemption; a check written on a bond fund will create a taxable event which you and we must report to the IRS. Automatic Investing Automatic Asset Builder You can instruct us to move $50 ($100 for Summit Funds) or more from your bank account, or you can instruct your employer to send all or a portion of your paycheck to the fund or funds you designate. T. ROWE PRICE ACCOUNT INFORMATION 35 Automatic Exchange You can set up systematic investments from one fund account into another, such as from a money fund into a stock fund. T. ROWE PRICE BROKERAGE ---------------------------------------------------------- To Open an Account 1-800-638-5660 For Existing Brokerage Customers 1-800-225-7720 Investments available through our brokerage service include stocks, options, bonds, and others at commission savings over full-service brokers.* We also provide a wide range of services, including: Automated Telephone and Computer Services You can enter stock and option orders, access quotes, and review account information around the clock by phone with Tele-Trader or via the Internet with Account Access-Brokerage. Any trades entered through Tele-Trader save you an additional 10% on commissions. For stock trades entered through Account Access-Brokerage, you will pay a commission of $19.95 for up to 1,000 shares plus $.02 for each share over 1,000. Option trades entered through Account Access-Brokerage save you 10% over our standard commission schedule. All trades are subject to a $35 minimum commission except stock trades placed through Account Access-Brokerage. Investor Information A variety of informative reports, such as our Brokerage Insights series and S&P Market Month newsletter, as well as access to online research tools can help you better evaluate economic trends and investment opportunities. Dividend Reinvestment Service If you elect to participate in this service, the cash dividends from the eligible securities held in your account will automatically be reinvested in additional shares of the same securities free of charge. Most securities listed on national securities exchanges or Nasdaq are eligible for this service. /*Services //v//ary //b//y //f//irm./ /T. Rowe Price //Brokerage is a division of //T. Rowe Price// Investment / /Services, Inc., Member NASD/SIPC./ T. ROWE PRICE 36 INVESTMENT INFORMATION ---------------------------------------------------------- To help you monitor your investments and make decisions that accurately reflect your financial goals, T. Rowe Price offers a wide variety of information in addition to account statements. Most of this information is also available on our Web site at www.troweprice.com. A note on mailing procedures: If two or more members of a household own the same fund, we economize on fund expenses by sending only one fund report and prospectus. If you need additional copies or do not want your mailings to be "householded," please call Shareholder Services at 1-800-225-5132 or write to us at P.O. Box 17630, Baltimore, Maryland 21297-1630. Shareholder Reports Fund managers' annual and semiannual reviews of their strategies and performance. The T. Rowe Price Report A quarterly investment newsletter discussing markets and financial strategies and including the Performance Update, a review of all T. Rowe Price fund results. Insights Educational reports on investment strategies and financial markets. Investment Guides Asset Mix Worksheet, College Planning Kit, Diversifying Overseas: A T. Rowe Price Guide to International Investing, Managing Your Retirement Distribution, Personal Strategy Planner, Retirement Readiness Guide, Retirement Planning Kit, and Tax Considerations for Investors. T. ROWE PRICE ACCOUNT INFORMATION 37 T. ROWE PRICE PRIVACY POLICY ---------------------------------------------------------- In the course of doing business with T. Rowe Price, you share personal and financial information with us. We treat this information as confidential and recognize the importance of protecting access to it. You may provide information when communicating or transacting with us in writing, electronically, or by phone. For instance, information may come from applications, requests for forms or literature, and your transactions and account positions with us. On occasion, such information may come from consumer reporting agencies and those providing services to us. We do not sell information about current or former customers to any third parties, and we do not disclose it to third parties unless necessary to process a transaction, service an account, or as otherwise permitted by law. We may share information within the T. Rowe Price family of companies in the course of providing or offering products and services to best meet your investing needs. We may also share that information with companies that perform administrative or marketing services for T. Rowe Price, with a research firm we have hired, or with a business partner, such as a bank or insurance company with whom we are developing or offering investment products. When we enter into such a relationship, our contracts restrict the companies' use of our customer information, prohibiting them from sharing or using it for any purposes other than those for which they were hired. We maintain physical, electronic, and procedural safeguards to protect your personal information. Within T. Rowe Price, access to such information is limited to those who need it to perform their jobs, such as servicing your accounts, resolving problems, or informing you of new products or services. Finally, our Code of Ethics, which applies to all employees, restricts the use of customer information and requires that it be held in strict confidence. This Privacy Policy applies to the following T. Rowe Price family of companies: T. Rowe Price Associates, Inc.; T. Rowe Price Advisory Services, Inc.; T. Rowe Price Investment Services, Inc.; T. Rowe Price Savings Bank; T. Rowe Price Trust Company; and the T. Rowe Price Funds. To help you achieve your financial goals, T. Rowe Price offers a wide range of stock, bond, and money market investments, as well as convenient services and informative reports. A fund Statement of Additional Information has been filed with the Securities and Exchange Commission and is incorporated by reference into this prospectus. Further information about fund investments, including a review of market conditions and the manager's recent strategies and their impact on performance, is available in the annual and semiannual shareholder reports. To obtain free copies of any of these documents, or for shareholder inquiries, call 1-800-638-5660. Fund information and Statements of Additional Information are also available from the Public Reference Room of the Securities and Exchange Commission. Infor- mation on the operation of the Public Reference Room may be obtained by calling the SEC at 1-202-942-8090. Fund reports and other fund information are available on the EDGAR Database on the SEC's Internet site at http://www.sec.gov. Copies of this information may be obtained, after paying a duplicating fee, by electronic request at publicinfo@sec.gov, or by writing the Public Reference Room, Washington D.C. 20549-0102. For mutual fund or T. Rowe Price Brokerage information Investor Services 1-800-638-5660 For existing accounts Shareholder Services 1-800-225-5132 For the hearing impaired 1-800-367-0763 For performance, prices, account information, or to conduct transactions Tele*Access/(R)/ 24 hours, 7 days 1-800-638-2587 Internet address www.troweprice.com Plan Account Line For retirement plan investors: The appropriate 800 number appears on your retirement account statement. Investor Centers For directions, call 1-800-225-5132 or visit our Web site Baltimore Area Downtown 105 East Lombard Street Owings Mills Three Financial Center 4515 Painters Mill Road Boston Area 386 Washington Street Wellesley Chicago Area 1900 Spring Road Suite 104 Oak Brook Colorado Springs 2260 Briargate Parkway Los Angeles Area Warner Center 21800 Oxnard Street Suite 270 Woodland Hills New Jersey/New York Area 51 JFK Parkway, 1st Floor Short Hills, New Jersey San Francisco Area 1990 N. California Blvd. Suite 100 Walnut Creek Tampa 4200 West Cypress Street 10th Floor Washington, D.C. Area Downtown 900 17th Street, N.W. Farragut Square Tysons Corner 1600 Tysons Boulevard Suite 150 T. Rowe Price Associates, Inc. 100 East Pratt Street Baltimore, MD 21202 F65-040 5/1/02 1940 Act File No. 811-696 PROSPECTUS May 1, 2002 T. ROWE PRICE Small-Cap Stock Fund--Advisor Class A stock fund seeking long-term capital growth through investments in securities of small companies. This class of shares is sold only through financial intermediaries. (R) The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. T. Rowe Price Small-Cap Stock Fund, Inc. T. Rowe Price Small-Cap Stock Fund-Advisor Class Prospectus May 1, 2002
ABOUT THE FUND 1 Objective, Strategy, Risks, and Expenses 1 ----------------------------------------------- Other Information About the Fund 5 ----------------------------------------------- T. ROWE PRICE ACCOUNT 2 INFORMATION Pricing Shares and Receiving 8 Sale Proceeds ----------------------------------------------- Useful Information on Distributions 9 and Taxes ----------------------------------------------- Transaction Procedures and 11 Special Requirements ----------------------------------------------- MORE ABOUT THE FUND 3 Organization and Management 13 ----------------------------------------------- Understanding Performance Information 15 ----------------------------------------------- Investment Policies and Practices 16 ----------------------------------------------- Financial Highlights 21 ----------------------------------------------- INVESTING WITH T. ROWE PRICE 4 Account Requirements 23 and Transaction Information ----------------------------------------------- Purchasing Additional Shares 24 ----------------------------------------------- Rights Reserved by the Fund 24 s ----------------------------------------------- T. Rowe Price Privacy Policy 26 -----------------------------------------------
Prior to May 1, 1997, the fund was called the T. Rowe Price OTC Fund. Founded in 1937 by the late Thomas Rowe Price, Jr., T. Rowe Price Associates, Inc., and its affiliates managed $156.3 billion for more than eight million individual and institutional investor accounts as of December 31, 2001. Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the FDIC, Federal Reserve, or any other government agency, and are subject to investment risks, including possible loss of the principal amount invested. ABOUT THE FUND OBJECTIVE, STRATEGY, RISKS, AND EXPENSES ---------------------------------------------------------- A word about the fund's name and structure. Small-Cap Stock Fund - Advisor Class is a share class of T. Rowe Price Small-Cap Stock Fund. The Advisor Class is not a separate mutual fund. It is sold only through brokers, dealers, banks, insurance companies, and other financial intermediaries that provide various distribution and administrative services. What is the fund's objective? The fund seeks to provide long-term capital growth by investing primarily in stocks of small companies. What is the fund's principal investment strategy? The fund will invest at least 80% of net assets in stocks of small companies. A small company is defined as having a market capitalization that falls (i) within or below the range of companies in the current Russell 2000 Index or (ii) below the three year average maximum market cap of companies in the index as of December 31 of the three preceding years. The Russell 2000 Index is a widely used benchmark for small-cap stock performance. Stock selection may reflect either a growth or value investment approach. When choosing stocks, we generally look for the following characteristics: . capable management; . attractive business niches; . pricing flexibility; . sound financial and accounting practices; . a demonstrated ability to grow revenues, earnings, and cash flow consistently; and . the potential for a catalyst (such as increased investor attention, asset sales, strong business prospects, or a change in management) to cause the stock's price to rise. We may also select stocks on certain growth or value considerations. For example, we may look for a company whose price/earnings ratio is attractive relative to the underlying earnings growth rate. A value stock would be one where the stock price appears undervalued in relation to earnings, projected cash flow, or asset value per share. Holdings will be widely diversified by industry and company; under most circumstances, the fund will invest less than 1.5% of its total assets in any single company. The market capitalization of the companies in the fund's portfolio and the Russell 2000 Index changes over time and the fund will not sell a stock just T. ROWE PRICE 2 because a company has grown to a market capitalization outside the range of the Russell 2000. The fund may, on occasion, purchase companies with a market capitalization above the range. In pursuing its investment objective, the fund's management has the discretion to purchase some securities that do not meet its normal investment criteria, as described above, when it perceives an unusual opportunity for gain. These special situations might arise when the fund's management believes a security could increase in value for a variety of reasons, including a change in management, an extraordinary corporate event, or a temporary imbalance in the supply of or demand for the securities. While most assets will be invested in U.S. common stocks, other securities may also be purchased, including foreign stocks, futures, and options, in keeping with fund objectives. The fund may sell securities for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into more promising opportunities. 3 For details about the fund's investment program, please see the Investment Policies and Practices section. What are the main risks of investing in the fund? Investing in small companies involves greater risk than is customarily associated with larger companies. Stocks of small companies are subject to more abrupt or erratic price movements than larger-company stocks. Small companies often have limited product lines, markets, or financial resources, and their managements may lack depth and experience. Such companies seldom pay significant dividends that could cushion returns in a falling market. Stocks with growth characteristics can have sharp price declines as a result of earnings disappointments, even small ones. Stocks with value characteristics carry the risk that investors will not recognize their intrinsic value for a long time or that they are actually appropriately priced at a low level. Because this fund holds stocks with both growth and value characteristics, its share price may be negatively affected by either set of risks. As with all equity funds, this fund's share price can fall because of weakness in the broad market, a particular industry, or specific holdings. The market as a whole can decline for many reasons, including adverse political or economic developments here or abroad, changes in investor psychology, or heavy institutional selling. 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, our assessment of companies held in the fund may 3 prove incorrect, resulting in losses or poor performance even in a rising market. Finally, the fund's investment approach could fall out of favor with the investing public, resulting in lagging performance versus other types of stock funds. Foreign stock holdings are subject to the risk that some holdings may lose value because of declining foreign currencies or adverse political or economic events overseas. Investments in futures and options, if any, are subject to additional volatility and potential losses. As with any mutual fund, there can be no guarantee the fund will achieve its objective. 3 The fund's share price may decline, so when you sell your shares, you may lose money. How can I tell if the fund is appropriate for me? Consider your investment goals, your time horizon for achieving them, and your tolerance for risk. If you are investing through an intermediary and seek an aggressive, long-term approach to capital growth through small-company stocks, the fund could be an appropriate part of your overall investment strategy. This fund should not represent your complete investment program or be used for short-term trading purposes. The fund can be used in both regular and tax-deferred accounts, such as IRAs. 3 Equity investors should have a long-term investment horizon and be willing to wait out bear markets. How has the fund performed in the past? The bar chart showing calendar year returns and the average annual total return table indicate risk by illustrating how much returns can differ from one year to the next and how fund performance compares with that of a comparable market index. Fund past returns (before and after taxes) are not necessarily an indication of future performance. The fund can also experience short-term performance swings, as shown by the best and worst calendar quarter returns during the year depicted. In addition, the average annual total return table shows hypothetical after-tax returns to suggest how taxes paid by the shareholder may influence returns. Actual after-tax returns depend on each investor's situation and may differ from those shown. After-tax returns are not relevant if the shares are held in a tax-deferred account, such as a 401(k) or IRA. During periods of fund losses, the post-liquidation after-tax return may exceed the fund's other returns because the loss generates a tax benefit that is factored into the result. T. ROWE PRICE 4 LOGO Table 1 Average Annual Total Returns
Periods ended December 31, 2001 Since inception 1 year (3/31/00) ------------------------------------------------------------------------------ Small-Cap Stock Fund-Advisor Class Returns before taxes 6.60% 7.67% Returns after taxes on distributions 6.37 5.99 Returns after taxes on distributions and sale of fund shares 4.02 5.73 Russell 2000 Index 2.49 -4.16 Lipper Small-Cap Core Fund Index 7.13 2.18 ------------------------------------------------------------------------------
Returns are based on changes in principal value, reinvested dividends, and capital gain distributions, if any. Returns before taxes do not reflect effects of any income or capital gains taxes. All after-tax returns are calculated using the historical highest individual federal marginal income tax and capital gains rates. They do not reflect the impact of state and local taxes. Returns after taxes on distributions reflect the taxed return on the payment of dividends and capital gains. Returns after taxes on distributions and sale of fund shares assume the shares were sold at period end, and, therefore, are also adjusted for any capital gains or losses incurred by the shareholder. Market indexes do not include expenses, which are deducted from fund returns, or taxes. 5 What fees or expenses will I pay? Table 2 Fees and Expenses of the Advisor Class*
Annual fund operating expenses (expenses that are deducted from fund assets) ----------------------------------------------------------------------------------------------- Management fee 0.77% Distribution and service (12b-1) fees 0.25% Other expenses 0.14% Total annual fund operating expenses 1.16%/a/ -----------------------------------------------------------------------------------------------
* Redemption proceeds of less than $5,000 sent by wire are subject to a $5 fee paid to the fund. /a/Effective January 1, 2002, T. Rowe Price contractually obligated itself to bear any expenses (other than management fees and certain other portfolio level expenses) through December 31, 2003, that would cause the class's ratio of expenses to average net assets to exceed 1.20%. Expenses paid or assumed under this agreement are subject to reimbursement to T. Rowe Price by the fund whenever the class's expense ratio is below 1.20%; however, no reimbursement will be made after December 31, 2005, or if it would result in the expense ratio exceeding 1.20%. Any amounts reimbursed will have the effect of increasing fees otherwise paid by the class. Example. The following table gives you an idea of how expense ratios may translate into dollars and helps you to compare the cost of investing in this class with that of other mutual funds. Although your actual costs may be higher or lower, the table shows how much you would pay if operating expenses remain the same, the expense limitation currently in place is not renewed, you invest $10,000, earn a 5% annual return, and hold the investment for the following periods and then redeem:
1 year 3 years 5 years 10 years ---------------------------------------------------- $118 $368 $638 $1,409 ----------------------------------------------------
OTHER INFORMATION ABOUT THE FUND ---------------------------------------------------------- What are some of the fund's potential rewards? Small and mid-size companies are often overlooked by the investment community and their securities may be undervalued, providing the potential for significant capital appreciation. Smaller companies may also have faster earnings growth than large, well-established companies, and stock prices typically reflect earnings growth over time. The fund is designed for long-term investors who are willing to accept greater risks in search of substantial long-term rewards. 3 Stock selection may reflect either a growth or value investment approach. T. ROWE PRICE 6 What is meant by a "growth" investment approach? Thomas Rowe Price, Jr. pioneered the growth stock theory of investing over 60 years ago. It is based on the premise that inflation represents a more serious long-term threat to an investor's portfolio than stock market fluctuations or recessions. Mr. Price believed that when a company's earnings grow faster than both inflation and the economy in general, the market will eventually reward its long-term earnings growth with a higher stock price. However, investors should be aware that, during periods of adverse economic and market conditions, stock prices may fall despite favorable earnings trends. 3 Growth investors look for companies with above-average earnings gains. What is meant by a "value" investment approach? Value investors seek to invest in companies whose stock prices are low in relation to their real worth or future prospects. By identifying companies whose stocks are currently out of favor or misunderstood, value investors hope to realize significant appreciation as other investors recognize the stock's intrinsic value and the price rises accordingly. Finding undervalued stocks requires considerable research to identify the particular company, analyze its financial condition and prospects, and assess the likelihood that the stock's underlying value will be recognized by the market and reflected in its price. Some of the principal measures used to identify such stocks are: . Price/earnings ratio Dividing a stock's price by its earnings per share generates a price/earnings or P/E ratio. A stock with a P/E that is significantly below that of its peers, the market as a whole, or its own historical norm may represent an attractive opportunity. . Price/book value ratio Dividing a stock's price by its book value per share indicates how a stock is priced relative to the accounting (i.e., book) value of the company's assets. A ratio below the market, that of its competitors, or its own historic norm could indicate an undervalued situation. . Dividend yield A stock's dividend yield is found by dividing its annual dividend by its share price. A yield significantly above a stock's own historic norm or that of its peers may suggest an investment opportunity. 3 A stock selling at $10 with an annual dividend of $0.50 has a 5% yield. . Price/cash flow Dividing a stock's price by the company's cash flow per share, rather than by its earnings or book value, provides a more useful measure of value in some cases. A ratio below that of the market or of its peers suggests the 7 market may be incorrectly valuing the company's cash flow for reasons that may be temporary. . Undervalued assets This analysis compares a company's stock price with its underlying asset values, its projected value in the private (as opposed to public) market, or its expected value if the company or parts of it were sold or liquidated. . Restructuring opportunities The market can react favorably to the announcement of the successful implementation of a corporate restructuring, financial reengineering, or asset redeployment. Such events can result in an increase in a company's stock price. A value investor may try to anticipate these actions and invest before the market places an appropriate value on any actual or expected changes. Is there other information I can review before making a decision? Investment Policies and Practices in Section 3 discusses various types of portfolio securities the fund may purchase as well as types of management practices the fund may use. T. ROWE PRICE ACCOUNT INFORMATION PRICING SHARES AND RECEIVING SALE PROCEEDS ---------------------------------------------------------- Here are some procedures you should know when investing in shares of the T. Rowe Price Advisor Class. How and when shares are priced The share price (also called "net asset value" or NAV per share) for each class of shares is calculated at the close of the New York Stock Exchange, normally 4 p.m. ET, each day the New York Stock Exchange is open for business. To calculate the NAV, the fund's assets are valued and totaled, liabilities are subtracted, and each class's proportionate share of the balance, called net assets, is divided by the number of shares outstanding of that class. Market values are used to price stocks and bonds. The securities of funds investing in foreign markets are usually valued on the basis of the most recent closing market prices at 4 p.m. ET. Most foreign markets close before that time. For securities primarily traded in the Far East, for example, the most recent closing prices may be as much as 15 hours old at 4 p.m. Normally, developments that could affect the values of portfolio securities that occur between the close of the foreign market and 4 p.m. ET will not be reflected in a fund NAV. However, if a fund determines that such developments are so significant that they will, in its judgment, clearly and materially affect the value of the fund's securities, the fund may adjust the previous closing prices to reflect what it believes to be the fair value of the securities as of 4 p.m. ET. A fund may fair value securities in other situations, for example, when a particular foreign market is closed but the fund is open. How your purchase, sale, or exchange price is determined Advisor Class shares are intended for purchase and may be held only through various third-party intermediaries including brokers, dealers, banks, insurance companies, retirement plan recordkeepers and others. Consult your intermediary to find out about how to purchase, sell, or exchange your shares, cut-off times, and other applicable procedures for these transactions. The intermediary may charge a fee for its services. The fund may have an agreement with your intermediary that permits the intermediary to accept orders on behalf of the fund until 4 p.m. ET. In such cases, if your order is received by the intermediary in good form by 4 p.m. ET and transmitted to the fund and paid for in accordance with the agreement, it will be priced at the next NAV computed after the intermediary received your order. 9 Note: The time at which transactions and shares are priced and the time until which orders are accepted by the fund or an intermediary may be changed in case of an emergency or if the New York Stock Exchange closes at a time other than 4 p.m. ET. How proceeds are received Normally, the fund transmits proceeds to intermediaries for redemption orders received in good form on either the next or third business day after receipt, depending on the arrangement with the intermediary. Under certain circumstances and when deemed to be in the fund's best interests, proceeds may not be sent for up to seven calendar days after receipt of the redemption order. You must contact your intermediary about procedures for receiving your redemption proceeds. USEFUL INFORMATION ON DISTRIBUTIONS AND TAXES ---------------------------------------------------------- 3 All net investment income and realized capital gains are distributed to shareholders. Dividends and Other Distributions Dividend and capital gain distributions are reinvested in additional fund shares in your account unless you select another option on your New Account Form. Reinvesting distributions results in compounding, that is, receiving income dividends and capital gain distributions on a rising number of shares. No interest will accrue on amounts represented by uncashed distribution or redemption checks. Income dividends . The funds declare and pay dividends (if any) quarterly for the Equity Income Fund-Advisor Class; declare daily and pay monthly for the High Yield Fund-Advisor Class and International Bond Fund-Advisor Class; and declare and pay annually for all other Advisor Classes. . A portion of fund dividends (other than High Yield Fund-Advisor Class and International Stock Fund-Advisor Class) may be eligible for the 70% deduction for dividends received by corporations to the extent the funds' income consists of dividends paid by U.S. corporations. . The dividends of High Yield Fund-Advisor Class and International Stock Fund-Advisor Class will not be eligible for the 70% deduction for dividends received by corporations, if, as expected, none of the funds' income consists of dividends paid by U.S. corporations. T. ROWE PRICE 10 Capital gains payments . A capital gain or loss is the difference between the purchase and sale price of a security. . If a fund has net capital gains for the year (after subtracting any capital losses), they are usually declared and paid in December to shareholders of record on a specified date that month. If a second distribution is necessary, it is paid the following year. Tax Information You should contact your intermediary for the tax information that will be sent to you and reported to the IRS. You need to be aware of the possible tax consequences when: . You sell fund shares, including an exchange from one fund to another. . The fund makes a distribution to your account. Taxes on fund redemptions When you sell shares in any fund, you may realize a gain or loss. An exchange from one fund to another is still a sale for tax purposes. Taxes on fund distributions The tax treatment of a capital gain distribution is determined by how long the fund held the portfolio securities, not how long you held shares in the fund. Short-term (one year or less) capital gain distributions are taxable at the same rate as ordinary income and long-term gains on securities held more than 12 months are taxed at a maximum rate of 20%. If you realized a loss on the sale or exchange of fund shares that you held six months or less, your short-term loss must be reclassified to a long-term loss to the extent of any long-term capital gain distribution received during the period you held the shares. Gains and losses from the sale of foreign currencies and the foreign currency gain or loss resulting from the sale of a foreign debt security can increase or decrease an ordinary income dividend. Net foreign currency losses may cause monthly or quarterly dividends to be reclassified as a return of capital. If the fund qualifies and elects to pass through nonrefundable foreign taxes paid to foreign governments during the year, your portion of such taxes will be reported to you as taxable income. However, you may be able to claim an offsetting credit or deduction on your tax return for those amounts. There can be no assurance that a fund will be able to meet the requirements to pass through foreign income taxes paid. Tax consequences of hedging For funds investing in foreign securities, distributions resulting from the sale of certain foreign currencies, currency contracts, and debt securities are taxed as ordinary income. Net foreign currency losses may cause monthly or quarterly 11 dividends to be reclassified as a return of capital. Entering into certain options, futures, swaps, and forward foreign exchange contracts and transactions may result in the application of the mark-to-market and straddle provisions of the Internal Revenue Code. These provisions could result in a fund being required to distribute gains on such transactions even though it did not close the contracts during the year or receive cash to pay such distributions. A fund may not be able to reduce its distributions for losses on such transactions to the extent of unrealized gains in offsetting positions. 3 Distributions are taxable whether reinvested in additional shares or received in cash. Tax effect of buying shares before a capital gain or dividend distribution If you buy shares shortly before or on the "record date" - the date that establishes you as the person to receive the upcoming distribution - you will receive a portion of the money you just invested in the form of a taxable distribution. Therefore, you may wish to find out a fund's record date before investing. Of course, a fund's share price may, at any time, reflect undistributed capital gains or income and unrealized appreciation, which may result in future taxable distributions. Such distributions can occur even in a year when the fund has a negative return. 3 The preceding tax information summary does not apply to retirement accounts, such as IRAs, which are not subject to current tax. TRANSACTION PROCEDURES AND SPECIAL REQUIREMENTS ---------------------------------------------------------- Purchase Conditions for Intermediaries Nonpayment If the fund receives a check or ACH transfer that does not clear or the payment is not received in a timely manner, your purchase may be canceled. Any losses or expenses incurred by the fund or transfer agent will be the responsibility of the intermediary. The fund and its agents have the right to reject or cancel any purchase, exchange, or redemption due to nonpayment. U.S. dollars All purchases must be paid for in U.S. dollars; checks must be drawn on U.S. banks. T. ROWE PRICE 12 Sale (Redemption) Conditions Holds on immediate redemptions: 10-day hold If an intermediary sells shares that it just purchased and paid for by check or ACH transfer, the fund will process the redemption but will generally delay sending the proceeds for up to 10 calendar days to allow the check or transfer to clear. (The 10-day hold does not apply to purchases paid for by bank wire.) Redemptions over $250,000 Large redemptions can adversely affect a portfolio manager's ability to implement a fund's investment strategy by causing the premature sale of securities that would otherwise be held. If, in any 90-day period, you redeem (sell) more than $250,000, or your sale amounts to more than 1% of fund net assets, the fund has the right to pay the difference between the redemption amount and the lesser of the two previously mentioned figures with securities from the fund. Excessive Trading 3 T. Rowe Price may bar excessive traders from purchasing shares. Frequent trades or market timing in your account or accounts controlled by you can disrupt management of the fund and raise its expenses. To deter such activity, each fund has adopted an excessive trading policy. If you violate this policy, you may be barred indefinitely and without further notice from further purchases of the T. Rowe Price funds. You can make one purchase and one sale or one sale and one purchase involving the same fund within any 120-day period. If you exceed this limit or if you hold fund shares for less than 60 calendar days, you are in violation of our excessive trading policy. Systematic purchases and redemptions are exempt from this policy. Transactions accepted by intermediaries in violation of this excessive trading policy or from persons believed to be market timers are subject to rejection or cancellation by the funds. Signature Guarantees An intermediary may need to obtain a signature guarantee in certain situations and should consult its T. Rowe Price Financial Institution Services representative. You can obtain a signature guarantee from most banks, savings institutions, broker-dealers, and other guarantors acceptable to T. Rowe Price. We cannot accept guarantees from notaries public or organizations that do not provide reimbursement in the case of fraud. MORE ABOUT THE FUND ORGANIZATION AND MANAGEMENT ---------------------------------------------------------- How is the fund organized? The fund was originally incorporated in Delaware in 1955 and was the first mutual fund to invest principally in equity securities traded in the OTC market. The fund was reincorporated in Pennsylvania in 1985 and was reorganized as a series of a Maryland corporation in 1988. Effective May 1, 1997, the fund changed its name to the T. Rowe Price Small-Cap Stock Fund, Inc. The fund is a "diversified, open-end investment company," or mutual fund. Mutual funds pool money received from shareholders of each class into a single portfolio and try to achieve specified objectives. In 2000, the fund issued a separate class of shares known as the Advisor class. 3 Shareholders benefit from T. Rowe Price's 65 years of investment management experience. What is meant by "shares"? As with all mutual funds, investors purchase shares when they put money in a fund. These shares are part of a fund's authorized capital stock, but share certificates are not issued. Each share and fractional share entitles the shareholder to: . Receive a proportional interest in income and capital gain distributions of the class. The income dividends for Small-Cap Stock Fund-Advisor Class shares will generally differ from those of the regular Small-Cap Stock Fund shares to the extent that the expense ratio of Small-Cap Stock Fund-Advisor Class shares differs. . Cast one vote per share on certain fund matters, including the election of fund directors, changes in fundamental policies, or approval of changes in the fund's management contract. Small-Cap Stock Fund-Advisor Class shareholders have exclusive voting rights on matters affecting only the Small-Cap Stock Fund- Advisor Class shares. Do T. Rowe Price funds have annual shareholder meetings? The funds are not required to hold annual meetings and, to avoid unnecessary costs to fund shareholders, do not do so except when certain matters, such as a change in fundamental policies, must be decided. In addition, shareholders representing at least 10% of all eligible votes may call a special meeting, if they wish, for the purpose of voting on the removal of any fund director or trustee. T. ROWE PRICE 14 If a meeting is held and you cannot attend, you can vote by proxy. Before the meeting, the fund will send you proxy materials that explain the issues to be decided and include instructions on voting by mail or telephone, or on the Internet. Who runs the fund? General Oversight The fund is governed by a Board of Directors that meets regularly to review the fund's investments, performance, expenses, and other business affairs. The Board elects the fund's officers. The majority of Board members are independent of T. Rowe Price Associates, Inc. (T. Rowe Price). 3 All decisions regarding the purchase and sale of fund investments are made by T. Rowe Price - specifically by the fund's portfolio managers. Portfolio Management The fund has an Investment Advisory Committee with the following members: Gregory A. McCrickard, Chairman, Preston G. Athey, Brace C. Brooks, Hugh M. Evans III, Kris H. Jenner, Joseph Milano, Curt J. Organt, Charles G. Pepin, Michael F. Sola, J. David Wagner, and Wenhua Zhang. The committee chairman has day-to-day responsibility for managing the portfolio and works with the committee in developing and executing the fund's investment program. Mr. McCrickard has been chairman of the fund's committee since 1992. He joined T. Rowe Price in 1986 and has been managing investments since 1991. The Management Fee This fee has two parts - an "individual fund fee," which reflects a fund's particular characteristics, and a "group fee." The group fee, which is designed to reflect the benefits of the shared resources of the T. Rowe Price investment management complex, is calculated daily based on the combined net assets of all T. Rowe Price funds (except the Spectrum Funds, and any institutional, index, or private label mutual funds). The group fee schedule (shown below) is graduated, declining as the asset total rises, so shareholders benefit from the overall growth in mutual fund assets. Group Fee Schedule
0.334%* First $50 billion 0.305% Next $30 billion 0.300% Next $40 billion 0.295% Thereafter -------------------------------------
* Represents a blended group fee rate containing various break points. 15 The fund's portion of the group fee is determined by the ratio of its daily net assets to the daily net assets of all the T. Rowe Price funds described previously. Based on combined T. Rowe Price fund assets of over $94 billion at December . 31, 2001, the group fee was 0.32%. . The individual fund fee is 0.45%. Distribution, Shareholder Servicing, and Recordkeeping Fees Small-Cap Stock Fund-Advisor Class has adopted a 12b-1 plan under which it pays a fee at the rate of up to 0.25% of its daily net assets per year to various intermediaries for distribution and servicing of its shares. These payments may be more or less than the costs incurred by the intermediaries. Because the fees are paid from the Advisor Class net assets on an ongoing basis, they will increase the cost of your investment and, over time, could result in your paying more than with other types of sales charges. The Advisor Class may also separately compensate intermediaries at a rate of up to 0.10% of daily net assets per year for various recordkeeping and transfer agent services they perform. UNDERSTANDING PERFORMANCE INFORMATION ---------------------------------------------------------- This section should help you understand the terms used to describe fund performance. Total Return This tells you how much an investment has changed in value over a given time period. It reflects any net increase or decrease in the share price and assumes that all dividends and capital gains (if any) paid during the period were reinvested in additional shares. Therefore, total return numbers include the effect of compounding. Advertisements may include cumulative or average annual total return figures, which may be compared with various indices, other performance measures, or other mutual funds. Cumulative Total Return This is the actual return of an investment for a specified period. A cumulative return does not indicate how much the value of the investment may have fluctuated during the period. For example, an investment could have a 10-year positive cumulative return despite experiencing some negative years during that time. T. ROWE PRICE 16 Average Annual Total Return This is always hypothetical and should not be confused with actual year-by-year results. It smooths out all the variations in annual performance to tell you what constant year-by-year return would have produced the investment's actual cumulative return. This gives you an idea of an investment's annual contribution to your portfolio, provided you held it for the entire period. INVESTMENT POLICIES AND PRACTICES ---------------------------------------------------------- This section takes a detailed look at some of the types of fund securities and the various kinds of investment practices that may be used in day-to-day portfolio management. Fund investments are subject to further restrictions and risks described in the Statement of Additional Information. Shareholder approval is required to substantively change fund objectives and certain investment restrictions noted in the following section as "fundamental policies." The managers also follow certain "operating policies" which can be changed without shareholder approval. However, significant changes are discussed with shareholders in fund reports. Fund investment restrictions and policies apply at the time of investment. A later change in circumstances will not require the sale of an investment if it was proper at the time it was made. Fund holdings of certain kinds of investments cannot exceed maximum percentages of total assets, which are set forth in this prospectus. For instance, fund investments in hybrid instruments are limited to 10% of total assets. While these restrictions provide a useful level of detail about fund investments, investors should not view them as an accurate gauge of the potential risk of such investments. For example, in a given period, a 5% investment in hybrid instruments could have significantly more of an impact on a fund's share price than its weighting in the portfolio. The net effect of a particular investment depends on its volatility and the size of its overall return in relation to the performance of all other fund investments. Changes in fund holdings, fund performance, and the contribution of various investments are discussed in the shareholder reports sent to you. 3 Fund managers have considerable leeway in choosing investment strategies and selecting securities they believe will help achieve fund objectives. 17 Types of Portfolio Securities In seeking to meet its investment objective, the fund may invest in any type of security or instrument (including certain potentially high-risk derivatives described in this section) whose investment characteristics are consistent with its investment program. The following pages describe various types of fund securities and investment management practices. Fundamental policy The fund will not purchase a security if, as a result, with respect to 75% of its total assets, more than 5% of its total assets would be invested in securities of a single issuer, or if more than 10% of the outstanding voting securities of the issuer would be held by the fund. Fund investments are primarily in common stocks (normally, at least 80% of net assets) and, to a lesser degree, other types of securities as described below. Common and Preferred Stocks Stocks represent shares of ownership in a company. Generally, preferred stock has a specified dividend and ranks after bonds and before common stocks in its claim on income for dividend payments and on assets should the company be liquidated. After other claims are satisfied, common stockholders participate in company profits on a pro-rata basis; profits may be paid out in dividends or reinvested in the company to help it grow. Increases and decreases in earnings are usually reflected in a company's stock price, so common stocks generally have the greatest appreciation and depreciation potential of all corporate securities. While most preferred stocks pay a dividend, preferred stock may be purchased where the issuer has omitted, or is in danger of omitting, payment of its dividend. Such investments would be made primarily for their capital appreciation potential. Convertible Securities and Warrants Investments may be made in debt or preferred equity securities convertible into, or exchangeable for, equity securities. Traditionally, convertible securities have paid dividends or interest at rates higher than common stocks but lower than nonconvertible securities. They generally participate in the appreciation or depreciation of the underlying stock into which they are convertible, but to a lesser degree. In recent years, convertibles have been developed which combine higher or lower current income with options and other features. Warrants are options to buy a stated number of shares of common stock at a specified price anytime during the life of the warrants (generally, two or more years). Warrants can be highly volatile, have no voting rights, and pay no dividends. Foreign Securities Investments may be made in foreign securities. These include nondollar-denominated securities traded outside of the U.S. and dollar-denominated securities of foreign issuers traded in the U.S. (such as ADRs and ADSs). Such T. ROWE PRICE 18 investments increase a portfolio's diversification and may enhance return, but they also involve some special risks, such as exposure to potentially adverse local, political, and economic developments; nationalization and exchange controls; potentially lower liquidity and higher volatility; possible problems arising from accounting, disclosure, settlement, and regulatory practices that differ from U.S. standards; and the chance that fluctuations in foreign exchange rates will decrease the investment's value (favorable changes can increase its value). These risks are heightened for investments in developing countries, and there is no limit on the amount of fund foreign investments that may be made in such countries. Operating policy Fund investments in foreign securities are limited to 10% of total assets. Fixed-Income Securities From time to time, we may invest in debt securities of any type, including municipal securities, without regard to quality or rating. Such securities would be purchased in companies, municipalities, or entities which meet the investment criteria for the fund. The price of a bond fluctuates with changes in interest rates, generally rising when interest rates fall and falling when interest rates rise. High-Yield, High-Risk Bonds The total return and yield of lower-quality (high-yield, high-risk) bonds, commonly referred to as "junk" bonds, can be expected to fluctuate more than the total return and yield of higher-quality, shorter-term bonds, but not as much as those of common stocks. Junk bonds (those rated below BBB or in default) are regarded as predominantly speculative with respect to the issuer's continuing ability to meet principal and interest payments. Operating policy The fund may purchase any type of noninvestment-grade debt security (or junk bond) including those in default. The fund will not purchase this type of security if it would have more than 10% of its total assets invested in such securities. Fund investments in convertible securities are not subject to this limit. Hybrid Instruments These instruments (a type of potentially high-risk derivative) can combine the characteristics of securities, futures, and options. For example, the principal amount, redemption, or conversion terms of a security could be related to the market price of some commodity, currency, or securities index. Such securities may bear interest or pay dividends at below market or even relatively nominal rates. Under some conditions, the redemption value of such an investment could be zero. 3 Hybrids can have volatile prices and limited liquidity, and their use may not be successful. 19 Operating policy Fund investments in hybrid instruments are limited to 10% of total assets. Private Placements These securities are sold directly to a small number of investors, usually institutions. Unlike public offerings, such securities are not registered with the SEC. Although certain of these securities may be readily sold, for example, under Rule 144A, others may be illiquid, and their sale may involve substantial delays and additional costs. Operating policy Fund investments in illiquid securities are limited to 15% of net assets. Types of Investment Management Practices Reserve Position A certain portion of fund assets will be held in money market reserves. Fund reserve positions are expected to consist primarily of shares of one or more T. Rowe Price internal money market funds. Short-term, high-quality U.S. and foreign dollar-denominated money market securities, including repurchase agreements, may also be held. For temporary, defensive purposes, there is no limit on fund investments in money market reserves. The effect of taking such a position is that the fund may not achieve its investment objective. The reserve position provides flexibility in meeting redemptions, paying expenses, and in the timing of new investments and can serve as a short-term defense during periods of unusual market volatility. Borrowing Money and Transferring Assets Fund borrowings may be made from banks and other T. Rowe Price funds for temporary emergency purposes to facilitate redemption requests, or for other purposes consistent with fund policies as set forth in this prospectus. Such borrowings may be collateralized with fund assets, subject to restrictions. Fundamental policy Borrowings may not exceed 33/1//\\/3/\\% of total fund assets. Operating policy Fund transfers of portfolio securities as collateral will not be made except as necessary in connection with permissible borrowings or investments, and then such transfers may not exceed 33/1//\\/3/\\% of fund total assets. Fund purchases of additional securities will not be made when borrowings exceed 5% of total assets. Futures and Options Futures, a type of potentially high-risk derivative, are often used to manage or hedge risk because they enable the investor to buy or sell an asset in the future at an agreed-upon price. Options, another type of potentially high-risk derivative, give the investor the right (where the investor purchases the option), or the obligation (where the investor "writes" or sells the option), to buy or sell an asset at a T. ROWE PRICE 20 predetermined price in the future. Futures and options contracts may be bought or sold for any number of reasons, including: to manage fund exposure to changes in securities prices and foreign currencies; as an efficient means of adjusting fund overall exposure to certain markets; in an effort to enhance income; to protect the value of portfolio securities; and as a cash management tool. Call or put options may be purchased or sold on securities, financial indi ces, and foreign currencies. Futures contracts and options may not always be successful hedges; their prices can be highly volatile; using them could lower fund total return; and the potential loss from the use of futures can exceed a fund's initial investment in such contracts. Operating policies Futures: Initial margin deposits and premiums on options used for nonhedging purposes will not exceed 5% of fund net asset value. Options on securities: The total market value of securities covering call or put options may not exceed 25% of fund total assets. No more than 5% of fund total assets will be committed to premiums when purchasing call or put options. Exchange Traded Funds (ETFs) These are a type of index fund bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities designed to track a particular market index. The fund could purchase an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile and ETFs have management fees which increase their costs. Managing Foreign Currency Risk Investors in foreign securities may attempt to "hedge" their exposure to potentially unfavorable currency changes. The primary means of doing this is through the use of "forwards"- contracts to exchange one currency for another on some future date at a specified exchange rate. However, futures, swaps, and options on these instruments may also be used. In certain circumstances, a "proxy currency" may be substituted for the currency in which the investment is denominated, a strategy known as "proxy hedging." If the fund were to engage in any of these foreign currency transactions, they would be primarily to protect a fund's foreign securities from adverse currency movements relative to the dollar. Such transactions involve the risk that anticipated currency movements will not occur, which could reduce fund total return. There are certain markets, including many emerging markets, where it is not possible to engage in effective foreign currency hedging. 21 Lending of Portfolio Securities Fund securities may be lent to broker-dealers, other institutions, or other persons to earn additional income. Risks include the potential insolvency of the broker-dealer or other borrower that could result in delays in recovering securities and capital losses. Additionally, losses could result from the reinvestment of collateral received on loaned securities. Fundamental policy The value of loaned securities may not exceed 33/1//\\/3/\\% of total fund assets. Portfolio Turnover Turnover is an indication of frequency of trading. The fund will not generally trade in securities for short-term profits, but, when circumstances warrant, securities may be purchased and sold without regard to the length of time held. A high turnover rate may increase transaction costs, result in additional capital gain distributions, and reduce fund total return. The fund's portfolio turnover rates are shown in the Financial Highlights table. FINANCIAL HIGHLIGHTS ---------------------------------------------------------- Table 3, which provides information about the class's financial history, is based on a single share outstanding throughout the periods shown. The table is part of the class's financial statements, which are included in its annual report and are incorporated by reference into the Statement of Additional Information (available upon request). The total returns in the table represent the rate that an investor would have earned or lost on an investment in the class (assuming reinvestment of all dividends and distributions and no payment of account or (if applicable) redemption fees). The financial statements in the annual report were audited by the fund's independent accountants, PricewaterhouseCoopers LLP. T. ROWE PRICE 22 Table 3 Financial Highlights
3/31/00* through Year ended December 31 12/31/00 ----------- 2001 -------------------------------------- ----------------------------- Net asset value, beginning of period $24.93 $ 23.89 Income From Investment Operations Net investment income 0.07 0.04 ----------------------------------------- Net gains or losses on securities (both realized and 1.53 1.53 unrealized) ----------------------------------------- Total from investment operations 1.60 1.57 Less Distributions Dividends (from net (0.18) (0.09) investment income) ----------------------------------- Distributions (from capital (2.46) (0.05) gains) ----------------------------------------- Returns of capital -- -- ----------------------------------- Total distributions (2.64) (0.14) ----------------------------------------- Net asset value, $23.89 $ 25.32 end of period ----------------------------------------- Total return 6.79% 6.60% Ratios/Supplemental Data Net assets, end of period (in $7,479 $38,632 thousands) ----------------------------------------- Ratio of expenses to average 0.82%/a/ 1.16% net assets ----------------------------------------- Ratio of net income to 0.85%/a/ 0.26% average net assets ----------------------------------------- Portfolio turnover rate 32.8%/a/ 16.5% ------------------------------------------------------------------------------
* Inception date. /a/ Annualized. INVESTING WITH T. ROWE PRICE ACCOUNT REQUIREMENTS AND TRANSACTION INFORMATION ---------------------------------------------------------- Tax Identification Number The intermediary must provide us with its certified Social Security or tax identification number (TIN). Otherwise, federal law requires the funds to withhold a percentage (currently 30%) of dividends, capital gain distributions, and redemptions, and may subject the intermediary or account holder to an IRS fine. If this information is not received within 60 days after the account is established, the account may be redeemed at the fund's NAV on the redemption date. The information in this section is for use by intermediaries only. Shareholders of the Advisor Class should contact their intermediary for information regarding the intermediary's policies on purchasing, exchanging, and redeeming fund shares as well as initial and subsequent investment minimums. All initial and subsequent investments by intermediaries must be made by bank wire. Opening a New Account $2,500 minimum initial investment; $1,000 for retirement plans or gifts or transfers to minors (UGMA/UTMA) accounts Intermediaries should call Financial Institution Services for an account number and assignment to a dedicated service representative and give the following wire information to their bank: Receiving Bank: PNC Bank, N.A. (Pittsburgh) Receiving Bank ABA#: 043000096 Beneficiary: T. Rowe Price [fund name] Beneficiary Account: 1004397951 Originator to Beneficiary Information (OBI): name of owner(s) and account number Complete a New Account Form and mail it to one of the appropriate addresses listed below. Intermediaries must also enter into a separate agreement with the fund or its agent. via U.S. Postal Service T. Rowe Price Financial Institution Services P.O. Box 17603 Baltimore, MD 21297-1603 T. ROWE PRICE 24 via private carriers/overnight services T. Rowe Price Financial Institution Services Four Financial Center 4515 Painters Mill Road Owings Mills, MD 21117-4842 PURCHASING ADDITIONAL SHARES ---------------------------------------------------------- $100 minimum purchase; $50 minimum for retirement plans, Automatic Asset Builder, and gifts or transfers to minors (UGMA/UTMA) accounts By Wire Intermediaries should call Financial Institution Services or use the wire instructions listed in Opening a New Account. Exchange Service You can move money from one account to an existing identically registered account or open a new identically registered account. Intermediaries should call their Financial Institution Services representative. Redemptions Unless otherwise indicated, redemption proceeds will be wired to the intermediary's designated bank. Intermediaries should contact their Financial Institution Services representative. RIGHTS RESERVED BY THE FUNDS ---------------------------------------------------------- T. Rowe Price funds and their agents reserve the following rights: (1) to refuse any purchase or exchange order; (2) to cancel or rescind any purchase or exchange order (including, but not limited to, orders deemed to result in excessive trading, market timing, fraud, or 5% ownership) upon notice to the intermediary within five business days of the trade or if the written confirmation has not been received by the shareholder, whichever is sooner; (3) to freeze any account and suspend account services when notice has been received of a dispute between the registered or beneficial account owners or there is reason to believe a fraudulent transaction may occur; (4) to otherwise modify the conditions of purchase and any services at any time; and (5) to act on 25 instructions reasonably believed to be genuine. These actions will be taken when, in the sole discretion of management, they are deemed to be in the best interest of the fund. In an effort to protect T. Rowe Price funds from the possible adverse effects of a substantial redemption in a large account, as a matter of general policy, no shareholder or group of shareholders controlled by the same person or group of persons will knowingly be permitted to purchase in excess of 5% of the outstanding shares of a fund, except upon approval of the fund's management. T. ROWE PRICE 26 T. ROWE PRICE PRIVACY POLICY ---------------------------------------------------------- In the course of doing business with T. Rowe Price, you share personal and financial information with us. We treat this information as confidential and recognize the importance of protecting access to it. You may provide information when communicating or transacting with us in writing, electronically, or by phone. For instance, information may come from applications, requests for forms or literature, and your transactions and account positions with us. On occasion, such information may come from consumer reporting agencies and those providing services to us. We do not sell information about current or former customers to any third parties, and we do not disclose it to third parties unless necessary to process a transaction, service an account, or as otherwise permitted by law. We may share information within the T. Rowe Price family of companies in the course of providing or offering products and services to best meet your investing needs. We may also share that information with companies that perform administrative or marketing services for T. Rowe Price, with a research firm we have hired, or with a business partner, such as a bank or insurance company with whom we are developing or offering investment products. When we enter into such a relationship, our contracts restrict the companies' use of our customer information, prohibiting them from sharing or using it for any purposes other than those for which they were hired. We maintain physical, electronic, and procedural safeguards to protect your personal information. Within T. Rowe Price, access to such information is limited to those who need it to perform their jobs, such as servicing your accounts, resolving problems, or informing you of new products or services. Finally, our Code of Ethics, which applies to all employees, restricts the use of customer information and requires that it be held in strict confidence. This Privacy Policy applies to the following T. Rowe Price family of companies: T. Rowe Price Associates, Inc.; T. Rowe Price Advisory Services, Inc.; T. Rowe Price Investment Services, Inc.; T. Rowe Price Savings Bank; T. Rowe Price Trust Company; and the T. Rowe Price Funds. T. Rowe Price Associates, Inc. 100 East Pratt Street Baltimore, MD 21202 A fund Statement of Additional Information has been filed with the Securities and Exchange Commission and is incorporated by reference into this prospectus. Further information about fund investments, including a review of market conditions and the manager's recent strategies and their impact on performance, is available in the annual and semiannual shareholder reports. To obtain free copies of any of these documents, call your intermediary. Fund information and Statements of Additional Information are also available from the Public Reference Room of the Securities and Exchange Commission. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-202-942-8090. Fund reports and other fund information are available on the EDGAR Database on the SEC's Internet site at http://www.sec.gov. Copies of this information may be obtained, after paying a duplicating fee, by electronic request at publicinfo@sec.gov, or by writing the Public Reference Room, Washington D.C. 20549-0102. 1940 Act File No. 811-696 E265-040 5/1/02 STATEMENT OF ADDITIONAL INFORMATION The date of this Statement of Additional Information is May 1, 2002. T. ROWE PRICE BALANCED FUND, INC. T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. T. Rowe Price Blue Chip Growth Fund-Advisor Class T. ROWE PRICE CAPITAL APPRECIATION FUND T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC. T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. T. ROWE PRICE DIVIDEND GROWTH FUND, INC. T. ROWE PRICE EQUITY INCOME FUND T. Rowe Price Equity Income Fund-Advisor Class T. ROWE PRICE FINANCIAL SERVICES FUND, INC. T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC. T. ROWE PRICE GROWTH & INCOME FUND, INC. T. ROWE PRICE GROWTH STOCK FUND, INC. T. Rowe Price Growth Stock Fund-Advisor Class T. ROWE PRICE HEALTH SCIENCES FUND, INC. T. ROWE PRICE INDEX TRUST, INC. T. Rowe Price Equity Index 500 Fund T. Rowe Price Extended Equity Market Index Fund T. Rowe Price Total Equity Market Index Fund T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC. T. Rowe Price Institutional Large-Cap Growth Fund T. Rowe Price Institutional Large-Cap Value Fund T. Rowe Price Institutional Mid-Cap Equity Growth Fund T. Rowe Price Institutional Small-Cap Stock Fund T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. T. ROWE PRICE MID-CAP GROWTH FUND, INC. T. Rowe Price Mid-Cap Growth Fund-Advisor Class T. ROWE PRICE MID-CAP VALUE FUND, INC. T. ROWE PRICE NEW AMERICA GROWTH FUND T. ROWE PRICE NEW ERA FUND, INC. T. ROWE PRICE NEW HORIZONS FUND, INC. T. ROWE PRICE REAL ESTATE FUND, INC. T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. T. Rowe Price Science & Technology Fund-Advisor Class T. ROWE PRICE SMALL-CAP STOCK FUND, INC. T. Rowe Price Small-Cap Stock Fund-Advisor Class T. ROWE PRICE SMALL-CAP VALUE FUND, INC. T. Rowe Price Small-Cap Value Fund-Advisor Class and T. ROWE PRICE VALUE FUND, INC. T. Rowe Price Value Fund-Advisor Class ------------------------------------------------------------------------------- Mailing Address: T. Rowe Price Investment Services, Inc. 100 East Pratt Street Baltimore, Maryland 21202 1-800-638-5660 C20-043 5/1/02 Throughout this Statement of Additional Information, "the fund" is intended to refer to each fund listed on the cover page, unless otherwise indicated. For convenience, the term "director" is used to refer to both directors of funds that are corporations and to trustees of funds that are Massachusetts business trusts. This Statement of Additional Information is not a prospectus but should be read in conjunction with the appropriate fund prospectus dated May 1, 2002, which may be obtained from T. Rowe Price Investment Services, Inc. ("Investment Services"). Each fund's financial statements for the fiscal period ended December 31, 2001, and the report of independent accountants are included in each fund's Annual Report and incorporated by reference into this Statement of Additional Information. If you would like a prospectus or an annual or semiannual shareholder report for a fund of which you are not a shareholder, please call 1-800-638-5660 and they will be sent to you at no charge. Please read them carefully.
TABLE OF CONTENTS ----------------- Page Page ---- ---- Capital Stock 82 Legal Counsel 84 - ------------------------------------ -------------------------------------- Code of Ethics 69 Management of the Funds 30 - ------------------------------------ -------------------------------------- Custodian 68 Net Asset Value per Share 77 - ------------------------------------ -------------------------------------- Distributor for the Funds 67 Organization of the Funds 83 - ------------------------------------ -------------------------------------- Dividends and Distributions 77 Portfolio Management Practices 15 - ------------------------------------ -------------------------------------- Federal Registration of 84 Portfolio Transactions 69 Shares - ------------------------------------ -------------------------------------- Independent Accountants 84 Pricing of Securities 76 - ------------------------------------ -------------------------------------- Investment Management 58 Principal Holders of 57 Services Securities - ------------------------------------ -------------------------------------- Investment Objectives and 2 Ratings of Corporate Debt 90 Policies Securities - ------------------------------------ -------------------------------------- Investment Performance 78 Risk Factors 3 - ------------------------------------ -------------------------------------- Investment Program 6 Services by Outside Parties 66 - ------------------------------------ -------------------------------------- Investment Restrictions 28 Tax Status 77 - ------------------------------------ --------------------------------------
INVESTMENT OBJECTIVES AND POLICIES ------------------------------------------------------------------------------- The following information supplements the discussion of each fund's investment objectives and policies discussed in each fund's prospectus. Shareholder approval is required to substantively change fund objectives. Unless otherwise specified, the investment programs and restrictions of the funds are not fundamental policies. Each fund's operating policies are subject to change by each Board of Directors without shareholder approval. However, shareholders will be notified of a material change in an operating policy. Each fund's fundamental policies may not be changed without the approval of at least a majority of the outstanding shares of the fund or, if it is less, 67% of the shares represented at a meeting of shareholders at which the holders of 50% or more of the shares are represented. References to the following are as indicated: Investment Company Act of 1940 ("1940 Act") Securities and Exchange Commission ("SEC") 2 T. Rowe Price Associates, Inc. ("T. Rowe Price") Moody's Investors Service, Inc. ("Moody's") Standard & Poor's Corporation ("S&P") Internal Revenue Code of 1986 ("Code") T. Rowe Price International, Inc. ("T. Rowe Price International") RISK FACTORS ------------------------------------------------------------------------------- Reference is also made to the sections entitled "Investment Program" and "Portfolio Management Practices" for discussions of the risks associated with the investments and practices described therein as they apply to the fund. Because of its investment policy, the fund may or may not be suitable or appropriate for any particular investor. The fund is not a money market fund and is not an appropriate investment for those whose primary objective is principal stability. The fund will normally have substantially all (for the Balanced Fund 50-70% and for the Capital Appreciation Fund at least 50%) of its assets in equity securities (e.g., common stocks). This portion of the fund's assets will be subject to all of the risks of investing in the stock market. There is risk in every investment. The value of the portfolio securities of the fund will fluctuate based upon market conditions. Although the fund seeks to reduce risk by investing in a diversified portfolio, such diversification does not eliminate all risk. There can, of course, be no assurance that the fund will achieve its investment objective. Foreign securities (All funds other than Equity Index 500, Extended Equity Market, and Total Equity Market Index Funds) The fund may invest in U.S. dollar-denominated and non-U.S. dollar-denominated securities of foreign issuers. . Risk Factors of Foreign Investing There are special risks in foreign investing. Certain of these risks are inherent in any mutual fund while others relate more to the countries in which the fund will invest. Many of the risks are more pronounced for investments in developing or emerging market countries, such as many of the countries of Asia, Latin America, Eastern Europe, Russia, Africa, and the Middle East. Although there is no universally accepted definition, a developing country is generally considered to be a country which is in the initial stages of its industrialization cycle with a per capita gross national product of less than $8,000. . Political and Economic Factors Individual foreign economies of some countries differ favorably or unfavorably from the United States' economy in such respects as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency, and balance of payments position. The internal politics of some foreign countries are not as stable as in the United States. For example, in 1991, the existing government in Thailand was overthrown in a military coup. In 1994-1995, the Mexican peso plunged in value, setting off a severe crisis in the Mexican economy. Asia is still coming to terms with its own crisis and recessionary conditions sparked by widespread currency weakness in late 1997. In 1998, there was substantial turmoil in markets throughout the world. In 1999, the democratically elected government of Pakistan was overthrown by a military coup. The Russian government also defaulted on all its domestic debt. In addition, significant external political risks currently affect some foreign countries. Both Taiwan and China still claim sovereignty of one another and there is a demilitarized border and hostile relations between North and South Korea. In 2001, Argentina defaulted on its foreign-owned debt and had the peso devalued, resulting in the resignation of its president and deadly riots in December in response to government-mandated austerity measures. Governments in certain foreign countries continue to participate to a significant degree, through ownership interest or regulation, in their respective economies. Action by these governments could have a significant effect on market prices of securities and payment of dividends. The economies of many foreign countries are heavily dependent upon international trade and are accordingly affected by protective trade barriers and 3 economic conditions of their trading partners. The enactment by these trading partners of protectionist trade legislation could have a significant adverse effect upon the securities markets of such countries. . Currency Fluctuations The fund invests in securities denominated in various currencies. Accordingly, a change in the value of any such currency against the U.S. dollar will result in a corresponding change in the U.S. dollar value of the fund's assets denominated in that currency. Such changes will also affect the fund's income. Generally, when a given currency appreciates against the dollar (the dollar weakens), the value of the fund's securities denominated in that currency will rise. When a given currency depreciates against the dollar (the dollar strengthens), the value of the fund's securities denominated in that currency would be expected to decline. . Investment and Repatriation Restrictions Foreign investment in the securities markets of certain foreign countries is restricted or controlled to varying degrees. These restrictions limit and at times preclude investment in certain of such countries and increase the cost and expenses of the fund. Investments by foreign investors are subject to a variety of restrictions in many developing countries. These restrictions may take the form of prior governmental approval, limits on the amount or type of securities held by foreigners, and limits on the types of companies in which foreigners may invest. Additional or different restrictions may be imposed at any time by these or other countries in which the fund invests. In addition, the repatriation of both investment income and capital from several foreign countries is restricted and controlled under certain regulations, including in some cases the need for certain government consents. For example, capital invested in Chile normally cannot be repatriated for one year. In 1998, the government of Malaysia imposed currency controls which effectively made it impossible for foreign investors to convert Malaysian ringgits to foreign currencies. . Market Characteristics It is contemplated that most foreign securities will be purchased in over-the-counter markets or on securities exchanges located in the countries in which the respective principal offices of the issuers of the various securities are located, if that is the best available market. Investments in certain markets may be made through American Depository Receipts ("ADRs") and Global Depository Receipts ("GDRs") traded in the United States or on foreign exchanges. Foreign securities markets are generally not as developed or efficient as, and more volatile than, those in the United States. While growing in volume, they usually have substantially less volume than U.S. markets and the fund's portfolio securities may be less liquid and subject to more rapid and erratic price movements than securities of comparable U.S. companies. Securities may trade at price/earnings multiples higher than comparable United States securities and such levels may not be sustainable. Commissions on foreign securities trades are generally higher than commissions on United States exchanges, and while there are an increasing number of overseas securities markets that have adopted a system of negotiated rates, a number are still subject to an established schedule of minimum commission rates. There is generally less government supervision and regulation of foreign securities exchanges, brokers, and listed companies than in the United States. Moreover, settlement practices for transactions in foreign markets may differ from those in United States markets. Such differences include delays beyond periods customary in the United States and practices, such as delivery of securities prior to receipt of payment, which increase the likelihood of a "failed settlement." Failed settlements can result in losses to the fund. . Investment Funds The fund may invest in investment funds which have been authorized by the governments of certain countries specifically to permit foreign investment in securities of companies listed and traded on the stock exchanges in these respective countries. The fund's investment in these funds is subject to the provisions of the 1940 Act. If the fund invests in such investment funds, the fund's shareholders will bear not only their proportionate share of the expenses of the fund (including operating expenses and the fees of the investment manager), but also will indirectly bear similar expenses of the underlying investment funds. In addition, the securities of these investment funds may trade at a premium over their net asset value. . Information and Supervision There is generally less publicly available information about foreign companies comparable to reports and ratings that are published about companies in the United States. Foreign companies are also generally not subject to uniform accounting, auditing and financial reporting standards, practices, and requirements comparable to those applicable to United States companies. It also is often more difficult to keep currently informed of corporate actions which affect the prices of portfolio securities. 4 . Taxes The dividends and interest payable on certain of the fund's foreign portfolio securities may be subject to foreign withholding taxes, thus reducing the net amount of income available for distribution to the fund's shareholders. . Other With respect to certain foreign countries, especially developing and emerging ones, there is the possibility of adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, limitations on the removal of funds or other assets of the fund, political or social instability, or diplomatic developments which could affect investments by U.S. persons in those countries. . Eastern Europe and Russia Changes occurring in Eastern Europe and Russia today could have long-term potential consequences. As restrictions fall, this could result in rising standards of living, lower manufacturing costs, growing consumer spending, and substantial economic growth. However, investment in most countries of Eastern Europe and Russia is highly speculative at this time. Political and economic reforms are too recent to establish a definite trend away from centrally planned economies and state-owned industries. In many of the countries of Eastern Europe and Russia, there is no stock exchange or formal market for securities. Such countries may also have government exchange controls, currencies with no recognizable market value relative to the established currencies of western market economies, little or no experience in trading in securities, no financial reporting standards, a lack of a banking and securities infrastructure to handle such trading, and a legal tradition which does not recognize rights in private property. In addition, these countries may have national policies which restrict investments in companies deemed sensitive to the country's national interest. Further, the governments in such countries may require governmental or quasi-governmental authorities to act as custodian of the fund's assets invested in such countries, and these authorities may not qualify as a foreign custodian under the 1940 Act and exemptive relief from such Act may be required. All of these considerations are among the factors which result in significant risks and uncertainties when investing in Eastern Europe and Russia. . Latin America Inflation Most Latin American countries have experienced, at one time or another, severe and persistent levels of inflation, including, in some cases, hyperinflation. This has, in turn, led to high interest rates, extreme measures by governments to keep inflation in check, and a generally debilitating effect on economic growth. Although inflation in many countries has lessened, there is no guarantee it will remain at lower levels. Political Instability The political history of certain Latin American countries has been characterized by political uncertainty, intervention by the military in civilian and economic spheres, and political corruption. Such developments, if they were to reoccur, could reverse favorable trends toward market and economic reform, privatization, and removal of trade barriers, and result in significant disruption in securities markets. Foreign Currency Certain Latin American countries may experience sudden and large adjustments in their currency which, in turn, can have a disruptive and negative effect on foreign investors. For example, in late 1994 the Mexican peso lost more than one-third of its value relative to the dollar. In 1999, the Brazilian real lost 30% of its value against the U.S. dollar. Certain Latin American countries may impose restrictions on the free conversion of their currency into foreign currencies, including the U.S. dollar. There is no significant foreign exchange market for many currencies and it would, as a result, be difficult for the fund to engage in foreign currency transactions designed to protect the value of the fund's interests in securities denominated in such currencies. Sovereign Debt A number of Latin American countries are among the largest debtors of developing countries. There have been moratoria on, and reschedulings of, repayment with respect to these debts. Such events can restrict the flexibility of these debtor nations in the international markets and result in the imposition of onerous conditions on their economies. . Japan Japan has experienced earthquakes and tidal waves of varying degrees of severity, and the risks of such phenomena, and damage resulting therefrom, continue to exist. Japan also has one of the world's highest 5 population densities. A significant percentage of the total population of Japan is concentrated in the metropolitan areas of Tokyo, Osaka, and Nagoya. Economy The Japanese economy languished for much of the last decade. Lack of effective governmental action in the areas of tax reform to reduce high tax rates, banking regulation to address enormous amounts of bad debt, and economic reforms to attempt to stimulate spending are among the factors cited as possible causes of Japan's economic problems. The yen has had a history of unpredictable and volatile movements against the dollar; a weakening yen hurts U.S. investors holding yen-denominated securities. Finally, the Japanese stock market has experienced wild swings in value and has often been considered significantly overvalued. Energy Japan has historically depended on oil for most of its energy requirements. Almost all of its oil is imported, the majority from the Middle East. In the past, oil prices have had a major impact on the domestic economy, but more recently Japan has worked to reduce its dependence on oil by encouraging energy conservation and use of alternative fuels. In addition, a restructuring of industry, with emphasis shifting from basic industries to processing and assembly type industries, has contributed to the reduction of oil consumption. However, there is no guarantee this favorable trend will continue. Foreign Trade Overseas trade is important to Japan's economy. Japan has few natural resources and must export to pay for its imports of these basic requirements. Because of the concentration of Japanese exports in highly visible products such as automobiles, machine tools, and semiconductors and the large trade surpluses ensuing therefrom, Japan has had difficult relations with its trading partners, particularly the U.S. It is possible that trade sanctions or other protectionist measures could impact Japan adversely in both the short term and long term. INVESTMENT PROGRAM ------------------------------------------------------------------------------- Types of Securities Set forth below is additional information about certain of the investments described in each fund's prospectus. Hybrid Instruments Hybrid instruments (a type of potentially high-risk derivative) have been developed and combine the elements of futures contracts or options with those of debt, preferred equity, or a depository instrument (hereinafter "hybrid instruments"). Generally, a hybrid instrument will be a debt security, preferred stock, depository share, trust certificate, certificate of deposit, or other evidence of indebtedness on which a portion of or all interest payments, and/or the principal or stated amount payable at maturity, redemption, or retirement is determined by reference to prices, changes in prices, or differences between prices of securities, currencies, intangibles, goods, articles, or commodities (collectively "underlying assets") or by another objective index, economic factor, or other measure, such as interest rates, currency exchange rates, commodity indices, and securities indices (collectively "benchmarks"). Thus, hybrid instruments may take a variety of forms, including, but not limited to, debt instruments with interest or principal payments or redemption terms determined by reference to the value of a currency or commodity or securities index at a future point in time, preferred stock with dividend rates determined by reference to the value of a currency, or convertible securities with the conversion terms related to a particular commodity. Hybrid instruments can be an efficient means of creating exposure to a particular market, or segment of a market, with the objective of enhancing total return. For example, a fund may wish to take advantage of expected declines in interest rates in several European countries, but avoid the transaction costs associated with buying and currency-hedging the foreign bond positions. One solution would be to purchase a U.S. dollar-denominated hybrid instrument whose redemption price is linked to the average three-year interest rate in a designated group of countries. The redemption price formula would provide for payoffs of greater than par if the average interest rate was lower than a specified level, and payoffs of less than par if rates were above the specified level. Furthermore, the fund could limit the downside risk of the security by establishing a 6 minimum redemption price so that the principal paid at maturity could not be below a predetermined minimum level if interest rates were to rise significantly. The purpose of this arrangement, known as a structured security with an embedded put option, would be to give the fund the desired European bond exposure while avoiding currency risk, limiting downside market risk, and lowering transaction costs. Of course, there is no guarantee that the strategy will be successful, and the fund could lose money if, for example, interest rates do not move as anticipated or credit problems develop with the issuer of the hybrid instruments. The risks of investing in hybrid instruments reflect a combination of the risks of investing in securities, options, futures, and currencies. Thus, an investment in a hybrid instrument may entail significant risks that are not associated with a similar investment in a traditional debt instrument that has a fixed principal amount, is denominated in U.S. dollars, or bears interest either at a fixed rate or a floating rate determined by reference to a common, nationally published benchmark. The risks of a particular hybrid instrument will, of course, depend upon the terms of the instrument, but may include, without limitation, the possibility of significant changes in the benchmarks or the prices of underlying assets to which the instrument is linked. Such risks generally depend upon factors which are unrelated to the operations or credit quality of the issuer of the hybrid instrument and which may not be readily foreseen by the purchaser, such as economic and political events, the supply of and demand for the underlying assets, and interest rate movements. In recent years, various benchmarks and prices for underlying assets have been highly volatile, and such volatility may be expected in the future. Reference is also made to the discussion of futures, options, and forward contracts herein for a discussion of the risks associated with such investments. Hybrid instruments are potentially more volatile and carry greater market risks than traditional debt instruments. Depending on the structure of the particular hybrid instrument, changes in a benchmark may be magnified by the terms of the hybrid instrument and have an even more dramatic and substantial effect upon the value of the hybrid instrument. Also, the prices of the hybrid instrument and the benchmark or underlying asset may not move in the same direction or at the same time. Hybrid instruments may bear interest or pay preferred dividends at below market (or even relatively nominal) rates. Alternatively, hybrid instruments may bear interest at above market rates but bear an increased risk of principal loss (or gain). The latter scenario may result if "leverage" is used to structure the hybrid instrument. Leverage risk occurs when the hybrid instrument is structured so that a given change in a benchmark or underlying asset is multiplied to produce a greater value change in the hybrid instrument, thereby magnifying the risk of loss as well as the potential for gain. Hybrid instruments may also carry liquidity risk since the instruments are often "customized" to meet the portfolio needs of a particular investor, and therefore, the number of investors that are willing and able to buy such instruments in the secondary market may be smaller than that for more traditional debt securities. In addition, because the purchase and sale of hybrid instruments could take place in an over-the-counter market without the guarantee of a central clearing organization or in a transaction between the fund and the issuer of the hybrid instrument, the creditworthiness of the counterparty or issuer of the hybrid instrument would be an additional risk factor which the fund would have to consider and monitor. Hybrid instruments also may not be subject to regulation by the Commodities Futures Trading Commission ("CFTC"), which generally regulates the trading of commodity futures by U.S. persons, the SEC, which regulates the offer and sale of securities by and to U.S. persons, or any other governmental regulatory authority. The various risks discussed above, particularly the market risk of such instruments, may in turn cause significant fluctuations in the net asset value of the fund. Accordingly, the fund will limit its investments in hybrid instruments to 10% of total assets. However, because of their volatility, it is possible that the fund's investment in hybrid instruments will account for more than 10% of the fund's return (positive or negative). Illiquid or Restricted Securities Restricted securities may be sold only in privately negotiated transactions or in a public offering with respect to which a registration statement is in effect under the Securities Act of 1933 (the "1933 Act"). Where registration is required, the fund may be obligated to pay all or part of the registration expenses, and a 7 considerable period may elapse between the time of the decision to sell and the time the fund may be permitted to sell a security under an effective registration statement. If, during such a period, adverse market conditions were to develop, the fund might obtain a less favorable price than prevailed when it decided to sell. Restricted securities will be priced at fair value as determined in accordance with procedures prescribed by the fund's Board of Directors. If, through the appreciation of illiquid securities or the depreciation of liquid securities, the fund should be in a position where more than 15% of the value of its net assets is invested in illiquid assets, including restricted securities, the fund will take appropriate steps to protect liquidity. Notwithstanding the above, the fund may purchase securities which, while privately placed, are eligible for purchase and sale under Rule 144A under the 1933 Act. This rule permits certain qualified institutional buyers, such as the fund, to trade in privately placed securities even though such securities are not registered under the 1933 Act. T. Rowe Price, under the supervision of the fund's Board of Directors, will consider whether securities purchased under Rule 144A are illiquid and thus subject to the fund's restriction of investing no more than 15% of its net assets in illiquid securities. A determination of whether a Rule 144A security is liquid or not is a question of fact. In making this determination, T. Rowe Price will consider the trading markets for the specific security, taking into account the unregistered nature of a Rule 144A security. In addition, T. Rowe Price could consider the following: (1) frequency of trades and quotes; (2) number of dealers and potential purchasers; (3) dealer undertakings to make a market; and (4) the nature of the security and of marketplace trades (e.g., the time needed to dispose of the security, the method of soliciting offers, and the mechanics of transfer). The liquidity of Rule 144A securities would be monitored and, if as a result of changed conditions it is determined that a Rule 144A security is no longer liquid, the fund's holdings of illiquid securities would be reviewed to determine what, if any, steps are required to assure that the fund does not invest more than 15% of its net assets in illiquid securities. Investing in Rule 144A securities could have the effect of increasing the amount of the fund's assets invested in illiquid securities if qualified institutional buyers are unwilling to purchase such securities. Warrants The fund may acquire warrants. Warrants can be highly volatile and have no voting rights, pay no dividends, and have no rights with respect to the assets of the corporation issuing them. Warrants basically are options to purchase securities at a specific price valid for a specific period of time. They do not represent ownership of the securities, but only the right to buy them. Warrants differ from call options in that warrants are issued by the issuer of the security which may be purchased on their exercise, whereas call options may be written or issued by anyone. The prices of warrants do not necessarily move parallel to the prices of the underlying securities. Debt Securities Balanced, Blue Chip Growth, Capital Appreciation, Capital Opportunity, Dividend Growth, Equity Income, Financial Services, Global Technology, Growth & Income, Health Sciences, Institutional Large-Cap Value, Institutional Small-Cap Stock, Media & Telecommunications, Mid-Cap Value, New Era, Real Estate, Small-Cap Stock, Small-Cap Value, and Value Funds Debt Obligations Although a majority of the fund's assets are invested in common stocks, the fund may invest in convertible securities, corporate and government debt securities, and preferred stocks which hold the prospect of contributing to the achievement of the fund's objectives. Yields on short-, intermediate-, and long-term securities are dependent on a variety of factors, including the general conditions of the money and bond markets, the size of a particular offering, the maturity of the obligation, and the credit quality and rating of the issuer. Debt securities with longer maturities tend to have higher yields and are generally subject to potentially greater capital appreciation and depreciation than obligations with shorter maturities and lower yields. The market prices of debt securities usually vary, depending upon available yields. An increase in interest rates will generally reduce the value of portfolio investments, and a decline in interest rates will generally increase the value of portfolio investments. The ability of the fund to achieve its investment objective is also dependent on the continuing ability of the issuers of the debt securities in which the fund invests to meet their obligations for the payment of interest and principal when due. The fund's investment program permits it to purchase below investment-grade securities. Since investors generally perceive that there are greater risks associated 8 with investment in lower-quality securities, the yields from such securities normally exceed those obtainable from higher-quality securities. However, the principal value of lower-rated securities generally will fluctuate more widely than higher-quality securities. Lower-quality investments entail a higher risk of default-the nonpayment of interest or principal by the issuer-than higher-quality investments. Such securities are also subject to special risks, discussed below. Although the fund seeks to reduce risk by portfolio diversification, credit analysis, and attention to trends in the economy, industries, and financial markets, such efforts will not eliminate all risk. There can, of course, be no assurance that the fund will achieve its investment objective. After purchase by the fund, a debt security may cease to be rated or its rating may be reduced below the minimum required for purchase by the fund. Neither event will require a sale of such security by the fund. However, T. Rowe Price will consider such events in its determination of whether the fund should continue to hold the security. To the extent that the ratings given by Moody's or S&P may change as a result of changes in such organizations or their rating systems, the fund will attempt to use comparable ratings as standards for investments in accordance with the investment policies contained in the prospectus. Special Risks of High-Yield Investing The fund may invest in low-quality bonds commonly referred to as "junk bonds." Junk bonds are regarded as predominantly speculative with respect to the issuer's continuing ability to meet principal and interest payments. Because investment in low- and lower-medium-quality bonds involves greater investment risk, to the extent the fund invests in such bonds, achievement of its investment objective will be more dependent on T. Rowe Price's credit analysis than would be the case if the fund was investing in higher-quality bonds. High-yield bonds may be more susceptible to real or perceived adverse economic conditions than investment-grade bonds. A projection of an economic downturn, or higher interest rates, for example, could cause a decline in high-yield bond prices because the advent of such events could lessen the ability of highly leveraged issuers to make principal and interest payments on their debt securities. In addition, the secondary trading market for high-yield bonds may be less liquid than the market for higher-grade bonds, which can adversely affect the ability of a fund to dispose of its portfolio securities. Bonds for which there is only a "thin" market can be more difficult to value inasmuch as objective pricing data may be less available and judgment may play a greater role in the valuation process. Fixed-income securities in which the fund may invest include, but are not limited to, those described below. . U.S. Government Obligations Bills, notes, bonds, and other debt securities issued by the U.S. Treasury. These are direct obligations of the U.S. government and differ mainly in the length of their maturities. . U.S. Government Agency Securities Issued or guaranteed by U.S. government-sponsored enterprises and federal agencies. These include securities issued by the Federal National Mortgage Association ("Fannie Mae" or "FNMA"), Government National Mortgage Association ("Ginnie Mae" or "GNMA"), Federal Home Loan Bank, Federal Land Banks, Farmers Home Administration, Banks for Cooperatives, Federal Intermediate Credit Banks, Federal Financing Bank, Farm Credit Banks, the Small Business Association, and the Tennessee Valley Authority. Some of these securities are supported by the full faith and credit of the U.S. Treasury; the remainder are supported only by the credit of the instrumentality, which may or may not include the right of the issuer to borrow from the Treasury. . Bank Obligations Certificates of deposit, banker's acceptances, and other short-term debt obligations. Certificates of deposit are short-term obligations of commercial banks. A banker's acceptance is a time draft drawn on a commercial bank by a borrower, usually in connection with international commercial transactions. Certificates of deposit may have fixed or variable rates. The fund may invest in U.S. banks, foreign branches of U.S. banks, U.S. branches of foreign banks, and foreign branches of foreign banks. . Short-Term Corporate Debt Securities Outstanding nonconvertible corporate debt securities (e.g., bonds and debentures) which have one year or less remaining to maturity. Corporate notes may have fixed, variable, or floating rates. . Commercial Paper and Commercial Notes Short-term promissory notes issued by corporations primarily to finance short-term credit needs. Certain notes may have floating or variable rates and may contain options, exercisable by either the buyer or the seller, that extend or shorten the maturity of the note. 9 . Foreign Government Securities Issued or guaranteed by a foreign government, province, instrumentality, political subdivision, or similar unit thereof. . Savings and Loan Obligations Negotiable certificates of deposit and other short-term debt obligations of savings and loan associations. . Supranational Agencies Securities of certain supranational entities, such as the International Development Bank. When-Issued Securities and Forward Commitment Contracts The price of such securities, which may be expressed in yield terms, is fixed at the time the commitment to purchase is made, but delivery and payment take place at a later date. Normally, the settlement date occurs within 90 days of the purchase for when-issueds, but may be substantially longer for forwards. During the period between purchase and settlement, no payment is made by the fund to the issuer and no interest accrues to the fund. The purchase of these securities will result in a loss if their values decline prior to the settlement date. This could occur, for example, if interest rates increase prior to settlement. The longer the period between purchase and settlement, the greater the risks. At the time the fund makes the commitment to purchase these securities, it will record the transaction and reflect the value of the security in determining its net asset value. The fund will cover these securities by maintaining cash, liquid, high-grade debt securities, or other suitable cover as permitted by the SEC with its custodian bank equal in value to commitments for them during the time between the purchase and the settlement. Therefore, the longer this period, the longer the period during which alternative investment options are not available to the fund (to the extent of the securities used for cover). Such securities either will mature or, if necessary, be sold on or before the settlement date. To the extent the fund remains fully or almost fully invested (in securities with a remaining maturity of more than one year) at the same time it purchases these securities, there will be greater fluctuations in the fund's net asset value than if the fund did not purchase them. Mortgage-Related Securities Balanced Fund Mortgage-related securities in which the fund may invest include, but are not limited to, those described below. . Mortgage-Backed Securities Mortgage-backed securities are securities representing an interest in a pool of mortgages. The mortgages may be of a variety of types, including adjustable rate, conventional 30-year fixed rate, graduated payment, and 15-year. Principal and interest payments made on the mortgages in the underlying mortgage pool are passed through to the fund. This is in contrast to traditional bonds where principal is normally paid back at maturity in a lump sum. Unscheduled prepayments of principal shorten the securities' weighted average life and may lower their total return. (When a mortgage in the underlying mortgage pool is prepaid, an unscheduled principal prepayment is passed through to the fund. This principal is returned to the fund at par. As a result, if a mortgage security were trading at a premium, its total return would be lowered by prepayments, and if a mortgage security were trading at a discount, its total return would be increased by prepayments.) The value of these securities also may change because of changes in the market's perception of the creditworthiness of the federal agency that issued them. In addition, the mortgage securities market in general may be adversely affected by changes in governmental regulation or tax policies. . U.S. Government Agency Mortgage-Backed Securities These are obligations issued or guaranteed by the United States government or one of its agencies or instrumentalities, such as GNMA, FNMA, the Federal Home Loan Mortgage Corporation ("Freddie Mac" or "FHLMC"), and the Federal Agricultural Mortgage Corporation ("Farmer Mac" or "FAMC"). FNMA, FHLMC, and FAMC obligations are not backed by the full faith and credit of the U.S. government as GNMA certificates are, but they are supported by the instrumentality's right to borrow from the United States Treasury. U.S. Government Agency Mortgage-Backed Certificates provide for the pass-through to investors of their pro-rata share of monthly payments (including any prepayments) made by the individual borrowers on the pooled mortgage loans, net of any fees paid to the guarantor of such securities and the servicer of the underlying mortgage loans. Each of GNMA, FNMA, 10 FHLMC, and FAMC guarantees timely distributions of interest to certificate holders. GNMA and FNMA guarantee timely distributions of scheduled principal. FHLMC has in the past guaranteed only the ultimate collection of principal of the underlying mortgage loan; however, FHLMC now issues mortgage-backed securities (FHLMC Gold PCS) which also guarantee timely payment of monthly principal reductions. . Ginnie Mae Certificates Ginnie Mae is a wholly owned corporate instrumentality of the United States within the Department of Housing and Urban Development. The National Housing Act of 1934, as amended (the "Housing Act"), authorizes Ginnie Mae to guarantee the timely payment of the principal of and interest on certificates that are based on and backed by a pool of mortgage loans insured by the Federal Housing Administration under the Housing Act, or Title V of the Housing Act of 1949 ("FHA Loans"), or guaranteed by the Department of Veterans Affairs under the Servicemen's Readjustment Act of 1944, as amended ("VA Loans"), or by pools of other eligible mortgage loans. The Housing Act provides that the full faith and credit of the United States government is pledged to the payment of all amounts that may be required to be paid under any guaranty. In order to meet its obligations under such guaranty, Ginnie Mae is authorized to borrow from the United States Treasury with no limitations as to amount. . Fannie Mae Certificates Fannie Mae is a federally chartered and privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act of 1938. FNMA Certificates represent a pro-rata interest in a group of mortgage loans purchased by Fannie Mae. FNMA guarantees the timely payment of principal and interest on the securities it issues. The obligations of FNMA are not backed by the full faith and credit of the U.S. government. . Freddie Mac Certificates Freddie Mac is a corporate instrumentality of the United States created pursuant to the Emergency Home Finance Act of 1970, as amended ("FHLMC Act"). Freddie Mac Certificates represent a pro-rata interest in a group of mortgage loans purchased by Freddie Mac. Freddie Mac guarantees timely payment of interest and principal on certain securities it issues and timely payment of interest and eventual payment of principal on other securities it issues. The obligations of Freddie Mac are obligations solely of Freddie Mac and are not backed by the full faith and credit of the U.S. government. . Farmer Mac Certificates Farmer Mac is a federally chartered instrumentality of the United States established by Title VIII of the Farm Credit Act of 1971, as amended ("Charter Act"). Farmer Mac was chartered primarily to attract new capital for financing of agricultural real estate by making a secondary market in certain qualified agricultural real estate loans. Farmer Mac provides guarantees of timely payment of principal and interest on securities representing interests in, or obligations backed by, pools of mortgages secured by first liens on agricultural real estate. Similar to Fannie Mae and Freddie Mac, Farmer Mac Certificates are not supported by the full faith and credit of the U.S. government; rather, Farmer Mac may borrow from the U.S. Treasury to meet its guaranty obligations. As discussed above, prepayments on the underlying mortgages and their effect upon the rate of return of a mortgage-backed security is the principal investment risk for a purchaser of such securities, like the fund. Over time, any pool of mortgages will experience prepayments due to a variety of factors, including (1) sales of the underlying homes (including foreclosures), (2) refinancings of the underlying mortgages, and (3) increased amortization by the mortgagee. These factors, in turn, depend upon general economic factors, such as level of interest rates and economic growth. Thus, investors normally expect prepayment rates to increase during periods of strong economic growth or declining interest rates, and to decrease in recessions and rising interest rate environments. Accordingly, the life of the mortgage-backed security is likely to be substantially shorter than the stated maturity of the mortgages in the underlying pool. Because of such variation in prepayment rates, it is not possible to predict the life of a particular mortgage-backed security, but FHA statistics indicate that 25- to 30-year single family dwelling mortgages have an average life of approximately 12 years. The majority of Ginnie Mae Certificates are backed by mortgages of this type, and, accordingly, the generally accepted practice treats Ginnie Mae Certificates as 30-year securities which prepay in full in the 12th year. FNMA and Freddie Mac Certificates may have differing prepayment characteristics. Fixed-rate mortgage-backed securities bear a stated "coupon rate" which represents the effective mortgage rate at the time of issuance, less certain fees to GNMA, FNMA, and FHLMC for providing the guarantee, and the issuer for assembling the pool and for passing through monthly payments of interest and principal. 11 Payments to holders of mortgage-backed securities consist of the monthly distributions of interest and principal less the applicable fees. The actual yield to be earned by a holder of mortgage-backed securities is calculated by dividing interest payments by the purchase price paid for the mortgage-backed securities (which may be at a premium or a discount from the face value of the certificate). Monthly distributions of interest, as contrasted to semiannual distributions which are common for other fixed interest investments, have the effect of compounding and thereby raising the effective annual yield earned on mortgage-backed securities. Because of the variation in the life of the pools of mortgages which back various mortgage-backed securities, and because it is impossible to anticipate the rate of interest at which future principal payments may be reinvested, the actual yield earned from a portfolio of mortgage-backed securities will differ significantly from the yield estimated by using an assumption of a certain life for each mortgage-backed security included in such a portfolio as described above. . Collateralized Mortgage Obligations ("CMOs") CMOs are bonds that are collateralized by whole loan mortgages or mortgage pass-through securities. The bonds issued in a CMO deal are divided into groups, and each group of bonds is referred to as a "tranche." Under the traditional CMO structure, the cash flows generated by the mortgages or mortgage pass-through securities in the collateral pool are used to first pay interest and then pay principal to the CMO bondholders. The bonds issued under such a CMO structure are retired sequentially as opposed to the pro-rata return of principal found in traditional pass-through obligations. Subject to the various provisions of individual CMO issues, the cash flow generated by the underlying collateral (to the extent it exceeds the amount required to pay the stated interest) is used to retire the bonds. Under the CMO structure, the repayment of principal among the different tranches is prioritized in accordance with the terms of the particular CMO issuance. The "fastest-pay" tranche of bonds, as specified in the prospectus for the issuance, would initially receive all principal payments. When that tranche of bonds is retired, the next tranche, or tranches, in the sequence, as specified in the prospectus, receive all of the principal payments until they are retired. The sequential retirement of bond groups continues until the last tranche, or group of bonds, is retired. Accordingly, the CMO structure allows the issuer to use cash flows of long maturity, monthly-pay collateral to formulate securities with short, intermediate, and long final maturities and expected average lives. In recent years, new types of CMO tranches have evolved. These include floating-rate CMOs, planned amortization classes, accrual bonds, and CMO residuals. These newer structures affect the amount and timing of principal and interest received by each tranche from the underlying collateral. Under certain of these new structures, given classes of CMOs have priority over others with respect to the receipt of prepayments on the mortgages. Therefore, depending on the type of CMOs in which the fund invests, the investment may be subject to a greater or lesser risk of prepayment than other types of mortgage-related securities. The primary risk of any mortgage security is the uncertainty of the timing of cash flows. For CMOs, the primary risk results from the rate of prepayments on the underlying mortgages serving as collateral and from the structure of the deal (priority of the individual tranches). An increase or decrease in prepayment rates (resulting from a decrease or increase in mortgage interest rates) will affect the yield, average life, and price of CMOs. The prices of certain CMOs, depending on their structure and the rate of prepayments, can be volatile. Some CMOs may also not be as liquid as other securities. . U.S. Government Agency Multi-Class Pass-Through Securities Unlike CMOs, U.S. Government Agency Multi-Class Pass-Through Securities, which include FNMA Guaranteed REMIC Pass-Through Certificates and FHLMC Multi-Class Mortgage Participation Certificates, are ownership interests in a pool of Mortgage Assets. Unless the context indicates otherwise, all references herein to CMOs include multi-class pass-through securities. . Multi-Class Residential Mortgage Securities Such securities represent interests in pools of mortgage loans to residential home buyers made by commercial banks, savings and loan associations, or other financial institutions. Unlike GNMA, FNMA, and FHLMC securities, the payment of principal and interest on Multi-Class Residential Mortgage Securities is not guaranteed by the U.S. government or any of its agencies. Accordingly, yields on Multi-Class Residential Mortgage Securities have been historically higher than the yields on U.S. government mortgage securities. However, the risk of loss due to default on such instruments is 12 higher since they are not guaranteed by the U.S. government or its agencies. Additionally, pools of such securities may be divided into senior or subordinated segments. Although subordinated mortgage securities may have a higher yield than senior mortgage securities, the risk of loss of principal is greater because losses on the underlying mortgage loans must be borne by persons holding subordinated securities before those holding senior mortgage securities. . Privately Issued Mortgage-Backed Certificates These are pass-through certificates issued by nongovernmental issuers. Pools of conventional residential or commercial mortgage loans created by such issuers generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government guarantees of payment. Timely payment of interest and principal of these pools is, however, generally supported by various forms of insurance or guarantees, including individual loan, title, pool, and hazard insurance. The insurance and guarantees are issued by government entities, private insurance, or the mortgage poolers. Such insurance and guarantees and the creditworthiness of the issuers thereof will be considered in determining whether a mortgage-related security meets the fund's quality standards. The fund may buy mortgage-related securities without insurance or guarantees if through an examination of the loan experience and practices of the poolers, the investment manager determines that the securities meet the fund's quality standards. . Stripped Mortgage-Backed Securities These instruments are a type of potentially high-risk derivative. They represent interests in a pool of mortgages, the cash flow of which has been separated into its interest and principal components. Interest only securities ("IOs") receive the interest portion of the cash flow while principal only securities ("POs") receive the principal portion. IOs and POs are usually structured as tranches of a CMO. Stripped Mortgage-Backed Securities may be issued by U.S. government agencies or by private issuers similar to those described above with respect to CMOs and privately issued mortgage-backed certificates. As interest rates rise and fall, the value of IOs tends to move in the same direction as interest rates. The value of the other mortgage-backed securities described herein, like other debt instruments, will tend to move in the opposite direction compared to interest rates. Under the Code, POs may generate taxable income from the current accrual of original issue discount, without a corresponding distribution of cash to the fund. The cash flows and yields on IO and PO classes are extremely sensitive to the rate of principal payments (including prepayments) on the related underlying mortgage assets. In the case of IOs, prepayments affect the amount, but not the timing, of cash flows provided to the investor. In contrast, prepayments on the mortgage pool affect the timing, but not the amount, of cash flows received by investors in POs. For example, a rapid or slow rate of principal payments may have a material adverse effect on the prices of IOs or POs, respectively. If the underlying mortgage assets experience greater than anticipated prepayments of principal, an investor may fail to fully recoup his/her initial investment in an IO class of a stripped mortgage-backed security, even if the IO class is rated AAA or Aaa or is derived from a full faith and credit obligation. Conversely, if the underlying mortgage assets experience slower than anticipated prepayments of principal, the price on a PO class will be affected more severely than would be the case with a traditional mortgage-backed security. The staff of the SEC has advised the fund that it believes the fund should treat IOs and POs, other than government-issued IOs or POs backed by fixed-rate mortgages, as illiquid securities and, accordingly, limit its investments in such securities, together with all other illiquid securities, to 15% of the fund's net assets. Under the staff's position, the determination of whether a particular government-issued IO or PO backed by fixed-rate mortgages is liquid may be made on a case by case basis under guidelines and standards established by the fund's Board of Directors/Trustees. The fund's Board of Directors/Trustees has delegated to T. Rowe Price the authority to determine the liquidity of these investments based on the following guidelines: the type of issuer; type of collateral, including age and prepayment characteristics; rate of interest on coupon relative to current market rates and the effect of the rate on the potential for prepayments; complexity of the issue's structure, including the number of tranches; and size of the issue and the number of dealers who make a market in the IO or PO. Asset-Backed Securities The credit quality of most asset-backed securities depends primarily on the credit quality of the assets underlying such securities, how well the entity issuing the security is insulated from the credit risk of the 13 originator or any other affiliated entities, and the amount and quality of any credit support provided to the securities. The rate of principal payment on asset-backed securities generally depends on the rate of principal payments received on the underlying assets, which in turn may be affected by a variety of economic and other factors. As a result, the yield on any asset-backed security is difficult to predict with precision and actual yield to maturity may be more or less than the anticipated yield to maturity. Asset-backed securities may be classified as pass-through certificates or collateralized obligations. Pass-through certificates are asset-backed securities which represent an undivided fractional ownership interest in an underlying pool of assets. Pass-through certificates usually provide for payments of principal and interest received to be passed through to their holders, usually after deduction for certain costs and expenses incurred in administering the pool. Because pass-through certificates represent an ownership interest in the underlying assets, the holders thereof directly bear the risk of any defaults by the obligors on the underlying assets not covered by any credit support. Asset-backed securities issued in the form of debt instruments, also known as collateralized obligations, are generally issued as the debt of a special purpose entity organized solely for the purpose of owning such assets and issuing such debt. Such assets are most often trade, credit card, or automobile receivables. The assets collateralizing such asset-backed securities are pledged to a trustee or custodian for the benefit of the holders thereof. Such issuers generally hold no assets other than those underlying the asset-backed securities and any credit support provided. As a result, although payments on such asset-backed securities are obligations of the issuers, in the event of defaults on the underlying assets not covered by any credit support, the issuing entities are unlikely to have sufficient assets to satisfy their obligations on the related asset-backed securities. Real Estate and REIT Risk Primarily Real Estate Fund (but also any other fund investing in REITs) Investors in the fund may experience many of the same risks involved with investing in real estate directly. These risks include: declines in real estate values, risks related to local or general economic conditions, particularly lack of demand, overbuilding and increased competition, increases in property taxes and operating expenses, changes in zoning laws, heavy cash flow dependency, possible lack of availability of mortgage funds, obsolescence, losses due to natural disasters, condemnation of properties, regulatory limitations on rents and fluctuations in rental income, variations in market rental rates, and possible environmental liabilities. Real Estate Investment Trusts ("REITs") may own real estate properties (Equity REITs) and be subject to these risks directly, or may make or purchase mortgages (Mortgage REITs) and be subject to these risks indirectly through underlying construction, development, and long-term mortgage loans that may default or have payment problems. Equity REITs can be affected by rising interest rates that may cause investors to demand a high annual yield from future distributions which, in turn, could decrease the market prices for the REITs. In addition, rising interest rates also increase the costs of obtaining financing for real estate projects. Since many real estate projects are dependent upon receiving financing, this could cause the value of the Equity REITs in which the fund invests to decline. Mortgage REITs may hold mortgages that the mortgagors elect to prepay during periods of declining interest rates, which may diminish the yield on such REITs. In addition, borrowers may not be able to repay mortgages when due, which could have a negative effect on the fund. Some REITs have relatively small market capitalizations which could increase their volatility. REITs tend to be dependent upon specialized management skills and have limited diversification so they are subject to risks inherent in operating and financing a limited number of properties. In addition, when the fund invests in REITs, a shareholder will bear his proportionate share of fund expenses and indirectly bear similar expenses of the REITs. REITs depend generally on their ability to generate cash flow to make distributions to shareholders. In addition, both Equity and Mortgage REITs are subject to the risks of failing to qualify for tax-free status of income under the Code or failing to maintain exemption from the 1940 Act. 14 PORTFOLIO MANAGEMENT PRACTICES ------------------------------------------------------------------------------- Lending of Portfolio Securities Securities loans are made to broker-dealers, institutional investors, or other persons, pursuant to agreements requiring that the loans be continuously secured by collateral at least equal at all times to the value of the securities lent, marked to market on a daily basis. The collateral received will consist of cash, U.S. government securities, letters of credit, or such other collateral as may be permitted under its investment program. The collateral, in turn, is invested in short-term securities. While the securities are being lent, the fund will continue to receive the equivalent of the interest or dividends paid by the issuer on the securities, as well as a portion of the interest on the investment of the collateral. Normally, the fund employs an agent to implement its securities lending program and the agent receives a fee from the fund for its services. The fund has a right to call each loan and obtain the securities, within such period of time which coincides with the normal settlement period for purchases and sales of such securities in the respective markets. The fund will not have the right to vote on securities while they are being lent, but it will call a loan in anticipation of any important vote. The risks in lending portfolio securities, as with other extensions of secured credit, consist of a possible default by the borrower, delay in receiving additional collateral or in the recovery of the securities or possible loss of rights in the collateral should the borrower fail financially. Loans will only be made to firms deemed by T. Rowe Price to be of good standing and will not be made unless, in the judgment of T. Rowe Price, the consideration to be earned from such loans would justify the risk. Additionally, the fund bears the risk that the reinvestment of collateral will result in a principal loss. Finally, there is also the risk that the price of the securities will increase while they are on loan and the collateral will not adequately cover their value. Interfund Borrowing and Lending The fund is a party to an exemptive order received from the SEC on December 8, 1998, amended on November 23, 1999, that permits it to borrow money from and/or lend money to other funds in the T. Rowe Price complex ("Price Funds"). All loans are set at an interest rate between the rates charged on overnight repurchase agreements and short-term bank loans. All loans are subject to numerous conditions designed to ensure fair and equitable treatment of all participating funds. The program is subject to the oversight and periodic review of the Boards of Directors of the Price Funds. Repurchase Agreements The fund may enter into a repurchase agreement through which an investor (such as the fund) purchases a security (known as the "underlying security") from a well-established securities dealer or a bank that is a member of the Federal Reserve System. Any such dealer or bank will be on T. Rowe Price's approved list. At that time, the bank or securities dealer agrees to repurchase the underlying security at the same price, plus specified interest. Repurchase agreements are generally for a short period of time, often less than a week. Repurchase agreements which do not provide for payment within seven days will be treated as illiquid securities. The fund will only enter into repurchase agreements where (1) the underlying securities are of the type (excluding maturity limitations) which the fund's investment guidelines would allow it to purchase directly, (2) the market value of the underlying security, including interest accrued, will be at all times equal to or exceed the value of the repurchase agreement, and (3) payment for the underlying security is made only upon physical delivery or evidence of book-entry transfer to the account of the custodian or a bank acting as agent. In the event of a bankruptcy or other default of a seller of a repurchase agreement, the fund could experience both delays in liquidating the underlying security and losses, including: (a) possible decline in the value of the underlying security during the period while the fund seeks to enforce its rights thereto; (b) possible subnormal levels of income and lack of access to income during this period; and (c) expenses of enforcing its rights. Reverse Repurchase Agreements Although the fund has no current intention of engaging in reverse repurchase agreements, the fund reserves the right to do so. Reverse repurchase agreements are ordinary repurchase agreements in which a fund is the seller of, rather than the investor in, securities, and agrees to repurchase them at an agreed upon time and 15 price. Use of a reverse repurchase agreement may be preferable to a regular sale and later repurchase of the securities because it avoids certain market risks and transaction costs. A reverse repurchase agreement may be viewed as a type of borrowing by the fund, subject to Investment Restriction (1). (See "Investment Restrictions.") Money Market Reserves It is expected that the fund will invest its cash reserves primarily in one or more money market funds established for the exclusive use of the T. Rowe Price family of mutual funds and other clients of T. Rowe . Price. Currently, two such money market funds are in operation: T. Rowe Price Reserve Investment Fund ("RIF") and T. Rowe Price Government Reserve Investment Fund ("GRF"), each a series of the T. Rowe Price Reserve Investment Funds, Inc. . Additional series may be created in the future. These funds were created and operate under an Exemptive Order issued by the SEC (Investment Company Act Release No. IC-22770, July 29, 1997). Both funds must comply with the requirements of Rule 2a-7 under the 1940 Act governing money market funds. The RIF invests at least 95% of its total assets in prime money market instruments receiving the highest credit rating. The GRF invests primarily in a portfolio of U.S. government-backed securities, primarily U.S. Treasuries, and repurchase agreements thereon. The RIF and GRF provide a very efficient means of managing the cash reserves of the fund. While neither RIF nor GRF pays an advisory fee to the Investment Manager, they will incur other expenses. However, the RIF and GRF are expected by T. Rowe Price to operate at very low expense ratios. The fund will only invest in RIF or GRF to the extent it is consistent with its objective and program. Neither fund is insured or guaranteed by the FDIC or any other government agency. Although the funds seek to maintain a stable net asset value of $1.00 per share, it is possible to lose money by investing in them. All funds except Equity Index 500, Extended Equity Market Index, and Total Equity Market Index Funds Options Options are a type of potentially high-risk derivative. Writing Covered Call Options The fund may write (sell) American or European style "covered" call options and purchase options to close out options previously written by the fund. In writing covered call options, the fund expects to generate additional premium income which should serve to enhance the fund's total return and reduce the effect of any price decline of the security or currency involved in the option. Covered call options will generally be written on securities or currencies which, in T. Rowe Price's opinion, are not expected to have any major price increases or moves in the near future but which, over the long term, are deemed to be attractive investments for the fund. A call option gives the holder (buyer) the right to purchase, and the writer (seller) has the obligation to sell, a security or currency at a specified price (the exercise price) at expiration of the option (European style) or at any time until a certain date (the expiration date) (American style). So long as the obligation of the writer of a call option continues, he may be assigned an exercise notice by the broker-dealer through whom such option was sold, requiring him to deliver the underlying security or currency against payment of the exercise price. This obligation terminates upon the expiration of the call option, or such earlier time at which the writer effects a closing purchase transaction by repurchasing an option identical to that previously sold. To secure his obligation to deliver the underlying security or currency in the case of a call option, a writer is required to deposit in escrow the underlying security or currency or other assets in accordance with the rules of a clearing corporation. The fund generally will write only covered call options. This means that the fund will either own the security or currency subject to the option or an option to purchase the same underlying security or currency having an exercise price equal to or less than the exercise price of the "covered" option. From time to time, the fund will 16 write a call option that is not covered as indicated above but where the fund will establish and maintain with its custodian for the term of the option, an account consisting of cash, U.S. government securities, other liquid high-grade debt obligations, or other suitable cover as permitted by the SEC having a value equal to the fluctuating market value of the optioned securities or currencies. While such an option would be "covered" with sufficient collateral to satisfy SEC prohibitions on issuing senior securities, this type of strategy would expose the fund to the risks of writing uncovered options. Portfolio securities or currencies on which call options may be written will be purchased solely on the basis of investment considerations consistent with the fund's investment objective. The writing of covered call options is a conservative investment technique believed to involve relatively little risk (in contrast to the writing of naked or uncovered options, which the fund generally will not do), but capable of enhancing the fund's total return. When writing a covered call option, a fund, in return for the premium, gives up the opportunity for profit from a price increase in the underlying security or currency above the exercise price, but conversely retains the risk of loss should the price of the security or currency decline. Unlike one who owns securities or currencies not subject to an option, the fund has no control over when it may be required to sell the underlying securities or currencies, since it may be assigned an exercise notice at any time prior to the expiration of its obligation as a writer. If a call option which the fund has written expires, the fund will realize a gain in the amount of the premium; however, such gain may be offset by a decline in the market value of the underlying security or currency during the option period. If the call option is exercised, the fund will realize a gain or loss from the sale of the underlying security or currency. The fund does not consider a security or currency covered by a call to be "pledged" as that term is used in the fund's policy which limits the pledging or mortgaging of its assets. If the fund writes an uncovered option as described above, it will bear the risk of having to purchase the security subject to the option at a price higher than the exercise price of the option. As the price of a security could appreciate substantially, the fund's loss could be significant. The premium received is the market value of an option. The premium the fund will receive from writing a call option will reflect, among other things, the current market price of the underlying security or currency, the relationship of the exercise price to such market price, the historical price volatility of the underlying security or currency, and the length of the option period. Once the decision to write a call option has been made, T. Rowe Price, in determining whether a particular call option should be written on a particular security or currency, will consider the reasonableness of the anticipated premium and the likelihood that a liquid secondary market will exist for those options. The premium received by the fund for writing covered call options will be recorded as a liability of the fund. This liability will be adjusted daily to the option's current market value, which will be the latest sale price on its primary exchange at the time at which the net asset value per share of the fund is computed (close of the New York Stock Exchange), or, in the absence of such sale, the mean of closing bid and ask prices. The option will be terminated upon expiration of the option, the purchase of an identical option in a closing transaction, or delivery of the underlying security or currency upon the exercise of the option. Closing transactions will be effected in order to realize a profit on an outstanding call option, to prevent an underlying security or currency from being called, or to permit the sale of the underlying security or currency. Furthermore, effecting a closing transaction will permit the fund to write another call option on the underlying security or currency with either a different exercise price or expiration date or both. If the fund desires to sell a particular security or currency from its portfolio on which it has written a call option, or purchased a put option, it will seek to effect a closing transaction prior to, or concurrently with, the sale of the security or currency. There is, of course, no assurance that the fund will be able to effect such closing transactions at favorable prices. If the fund cannot enter into such a transaction, it may be required to hold a security or currency that it might otherwise have sold. When the fund writes a covered call option, it runs the risk of not being able to participate in the appreciation of the underlying securities or currencies above the exercise price, as well as the risk of being required to hold on to securities or currencies that are depreciating in value. This could result in higher transaction costs. The fund will pay transaction costs in connection with the writing of options to close out previously written options. Such transaction costs are normally higher than those applicable to purchases and sales of portfolio securities. 17 Call options written by the fund will normally have expiration dates of less than nine months from the date written. The exercise price of the options may be below, equal to, or above the current market values of the underlying securities or currencies at the time the options are written. From time to time, the fund may purchase an underlying security or currency for delivery in accordance with an exercise notice of a call option assigned to it, rather than delivering such security or currency from its portfolio. In such cases, additional costs may be incurred. The fund will realize a profit or loss from a closing purchase transaction if the cost of the transaction is less or more than the premium received from the writing of the option. Because increases in the market price of a call option will generally reflect increases in the market price of the underlying security or currency, any loss resulting from the repurchase of a call option is likely to be offset in whole or in part by appreciation of the underlying security or currency owned by the fund. The fund will not write a covered call option if, as a result, the aggregate market value of all portfolio securities or currencies covering written call or put options exceeds 25% of the market value of the fund's total assets. In calculating the 25% limit, the fund will offset the value of securities underlying purchased calls and puts on identical securities or currencies with identical maturity dates. Writing Covered Put Options The fund may write American or European style covered put options and purchase options to close out options previously written by the fund. A put option gives the purchaser of the option the right to sell, and the writer (seller) has the obligation to buy, the underlying security or currency at the exercise price during the option period (American style) or at the expiration of the option (European style). So long as the obligation of the writer continues, he may be assigned an exercise notice by the broker-dealer through whom such option was sold, requiring him to make payment to the exercise price against delivery of the underlying security or currency. The operation of put options in other respects, including their related risks and rewards, is substantially identical to that of call options. The fund would write put options only on a covered basis. This means that the fund would maintain in a segregated account cash, U.S. government securities, other liquid high-grade debt obligations, or other suitable cover as determined by the SEC, in an amount not less than the exercise price. Alternatively, the fund will own an option to sell the underlying security or currency subject to the option having an exercise price equal to or greater than the exercise price of the "covered" option at all times while the put option is outstanding. (The rules of a clearing corporation currently require that such assets be deposited in escrow to secure payment of the exercise price.) The fund would generally write covered put options in circumstances where T. Rowe Price wishes to purchase the underlying security or currency for the fund's portfolio at a price lower than the current market price of the security or currency. In such event the fund would write a put option at an exercise price which, reduced by the premium received on the option, reflects the lower price it is willing to pay. Since the fund would also receive interest on debt securities or currencies maintained to cover the exercise price of the option, this technique could be used to enhance current return during periods of market uncertainty. The risk in such a transaction would be that the market price of the underlying security or currency would decline below the exercise price less the premiums received. Such a decline could be substantial and result in a significant loss to the fund. In addition, the fund, because it does not own the specific securities or currencies which it may be required to purchase in exercise of the put, cannot benefit from appreciation, if any, with respect to such specific securities or currencies. The fund will not write a covered put option if, as a result, the aggregate market value of all portfolio securities or currencies covering put or call options exceeds 25% of the market value of the fund's total assets. In calculating the 25% limit, the fund will offset the value of securities underlying purchased puts and calls on identical securities or currencies with identical maturity dates. 18 The premium received by the fund for writing covered put options will be recorded as a liability of the fund. This liability will be adjusted daily to the option's current market value, which will be the latest sale price on its primary exchange at the time at which the net asset value per share of the fund is computed (close of the New York Stock Exchange), or, in the absence of such sale, the mean of the closing bid and ask prices. Purchasing Put Options The fund may purchase American or European style put options. As the holder of a put option, the fund has the right to sell the underlying security or currency at the exercise price at any time during the option period (American style) or at the expiration of the option (European style). The fund may enter into closing sale transactions with respect to such options, exercise them, or permit them to expire. The fund may purchase put options for defensive purposes in order to protect against an anticipated decline in the value of its securities or currencies. An example of such use of put options is provided next. The fund may purchase a put option on an underlying security or currency (a "protective put") owned by the fund as a defensive technique in order to protect against an anticipated decline in the value of the security or currency. Such hedge protection is provided only during the life of the put option when the fund, as the holder of the put option, is able to sell the underlying security or currency at the put exercise price regardless of any decline in the underlying security's market price or currency's exchange value. For example, a put option may be purchased in order to protect unrealized appreciation of a security or currency where T. Rowe Price deems it desirable to continue to hold the security or currency because of tax considerations. The premium paid for the put option and any transaction costs would reduce any capital gain otherwise available for distribution when the security or currency is eventually sold. The fund may also purchase put options at a time when the fund does not own the underlying security or currency. By purchasing put options on a security or currency it does not own, the fund seeks to benefit from a decline in the market price of the underlying security or currency. If the put option is not sold when it has remaining value, and if the market price of the underlying security or currency remains equal to or greater than the exercise price during the life of the put option, the fund will lose its entire investment in the put option. In order for the purchase of a put option to be profitable, the market price of the underlying security or currency must decline sufficiently below the exercise price to cover the premium and transaction costs, unless the put option is sold in a closing sale transaction. The fund will not commit more than 5% of its assets to premiums when purchasing put and call options. The premium paid by the fund when purchasing a put option will be recorded as an asset of the fund in the portfolio of investments. This asset will be adjusted daily to the option's current market value, which will be the latest sale price on its primary exchange at the time at which the net asset value per share of the fund is computed (close of New York Stock Exchange), or, in the absence of such sale, the mean of closing bid and ask prices. This asset will be terminated upon expiration of the option, the selling (writing) of an identical option in a closing transaction, or the delivery of the underlying security or currency upon the exercise of the option. Purchasing Call Options The fund may purchase American or European style call options. As the holder of a call option, the fund has the right to purchase the underlying security or currency at the exercise price at any time during the option period (American style) or at the expiration of the option (European style). The fund may enter into closing sale transactions with respect to such options, exercise them, or permit them to expire. The fund may purchase call options for the purpose of increasing its current return or avoiding tax consequences which could reduce its current return. The fund may also purchase call options in order to acquire the underlying securities or currencies. Examples of such uses of call options are provided next. Call options may be purchased by the fund for the purpose of acquiring the underlying securities or currencies for its portfolio. Utilized in this fashion, the purchase of call options enables the fund to acquire the securities or currencies at the exercise price of the call option plus the premium paid. At times the net cost of acquiring securities or currencies in this manner may be less than the cost of acquiring the securities or currencies directly. This technique may also be useful to the fund in purchasing a large block of securities or currencies that would be more difficult to acquire by direct market purchases. So long as it holds such a call option 19 rather than the underlying security or currency itself, the fund is partially protected from any unexpected decline in the market price of the underlying security or currency and in such event could allow the call option to expire, incurring a loss only to the extent of the premium paid for the option. The fund may also purchase call options on underlying securities or currencies it owns in order to protect unrealized gains on call options previously written by it. A call option would be purchased for this purpose where tax considerations make it inadvisable to realize such gains through a closing purchase transaction. Call options may also be purchased at times to avoid realizing losses. The fund will not commit more than 5% of its assets to premiums when purchasing call and put options. The premium paid by the fund when purchasing a call option will be recorded as an asset of the fund in the portfolio of investments. This asset will be adjusted daily to the option's current market value, which will be the latest sale price on its primary exchange at the time at which the net asset value per share of the fund is computed (close of New York Stock Exchange), or, in the absence of such sale, the mean of closing bid and ask prices. Dealer (Over-the-Counter) Options The fund may engage in transactions involving dealer options. Certain risks are specific to dealer options. While the fund would look to a clearing corporation to exercise exchange-traded options, if the fund were to purchase a dealer option, it would rely on the dealer from whom it purchased the option to perform if the option were exercised. Failure by the dealer to do so would result in the loss of the premium paid by the fund as well as loss of the expected benefit of the transaction. Exchange-traded options generally have a continuous liquid market while dealer options have none. Consequently, the fund will generally be able to realize the value of a dealer option it has purchased only by exercising it or reselling it to the dealer who issued it. Similarly, when the fund writes a dealer option, it generally will be able to close out the option prior to its expiration only by entering into a closing purchase transaction with the dealer to which the fund originally wrote the option. While the fund will seek to enter into dealer options only with dealers who will agree to and which are expected to be capable of entering into closing transactions with the fund, there can be no assurance that the fund will be able to liquidate a dealer option at a favorable price at any time prior to expiration. Until the fund, as a covered dealer call option writer, is able to effect a closing purchase transaction, it will not be able to liquidate securities (or other assets) or currencies used as cover until the option expires or is exercised. In the event of insolvency of the counter party, the fund may be unable to liquidate a dealer option. With respect to options written by the fund, the inability to enter into a closing transaction may result in material losses to the fund. For example, since the fund must maintain a secured position with respect to any call option on a security it writes, the fund may not sell the assets which it has segregated to secure the position while it is obligated under the option. This requirement may impair a fund's ability to sell portfolio securities or currencies at a time when such sale might be advantageous. The staff of the SEC has taken the position that purchased dealer options and the assets used to secure the written dealer options are illiquid securities. The fund may treat the cover used for written Over-the-Counter ("OTC") options as liquid if the dealer agrees that the fund may repurchase the OTC option it has written for a maximum price to be calculated by a predetermined formula. In such cases, the OTC option would be considered illiquid only to the extent the maximum repurchase price under the formula exceeds the intrinsic value of the option. Equity Index 500, Extended Equity Market Index, and Total Equity Market Index Funds Options Options are a type of potentially high-risk derivative. 20 The only option activity the funds currently may engage in is the purchase of S&P 500 call options for the Equity Index 500 Fund, or the purchases of call options on any indices that may be consistent with the investment programs for the Extended Equity Market Index and Total Equity Market Index Funds. Such activity is subject to the same risks described above under "Purchasing Call Options." However, the funds reserve the right to engage in other options activity. All funds Futures Contracts Futures contracts are a type of potentially high-risk derivative. Transactions in Futures The fund may enter into futures contracts including stock index, interest rate, and currency futures ("futures" or "futures contracts"). The New Era Fund may also enter into futures contracts on commodities related to the types of companies in which it invests, such as oil and gold futures. The Equity Index 500, Extended Equity Market Index, and Total Equity Market Index Funds may only enter into stock index futures which are appropriate for their investment programs to provide an efficient means of maintaining liquidity while being invested in the market, to facilitate trading, or to reduce transaction costs. They will not use futures for hedging purposes. Otherwise the nature of such futures and the regulatory limitations and risks to which they are subject are the same as those described below. Stock index futures contracts may be used to provide a hedge for a portion of the fund's portfolio, as a cash management tool, or as an efficient way for T. Rowe Price to implement either an increase or decrease in portfolio market exposure in response to changing market conditions. The fund may purchase or sell futures contracts with respect to any stock index. Nevertheless, to hedge the fund's portfolio successfully, the fund must sell futures contracts with respect to indices or subindices whose movements will have a significant correlation with movements in the prices of the fund's portfolio securities. Interest rate or currency futures contracts may be used as a hedge against changes in prevailing levels of interest rates or currency exchange rates in order to establish more definitely the effective return on securities or currencies held or intended to be acquired by the fund. In this regard, the fund could sell interest rate or currency futures as an offset against the effect of expected increases in interest rates or currency exchange rates and purchase such futures as an offset against the effect of expected declines in interest rates or currency exchange rates. The fund will enter into futures contracts which are traded on national or foreign futures exchanges and are standardized as to maturity date and underlying financial instrument. Futures exchanges and trading in the United States are regulated under the Commodity Exchange Act by the CFTC. Although techniques other than the sale and purchase of futures contracts could be used for the above-referenced purposes, futures contracts offer an effective and relatively low cost means of implementing the fund's objectives in these areas. Regulatory Limitations If the fund purchases or sells futures contracts or related options which do not qualify as bona fide hedging under applicable CFTC rules, the aggregate initial margin deposits and premium required to establish those positions cannot exceed 5% of the liquidation value of the fund after taking into account unrealized profits and unrealized losses on any such contracts it has entered into, provided, however, that in the case of an option that is in-the-money at the time of purchase, the in-the-money amount may be excluded in calculating the 5% limitation. For purposes of this policy, options on futures contracts and foreign currency options traded on a commodities exchange will be considered "related options." This policy may be modified by the Board of Directors without a shareholder vote and does not limit the percentage of the fund's assets at risk to 5%. In instances involving the purchase of futures contracts or the writing of call or put options thereon by the fund, an amount of cash, liquid assets, or other suitable cover as permitted by the SEC, equal to the market 21 value of the futures contracts and options thereon (less any related margin deposits), will be identified by the fund to cover the position, or alternative cover (such as owning an offsetting position) will be employed. Assets used as cover or held in an identified account cannot be sold while the position in the corresponding option or future is open, unless they are replaced with similar assets. As a result, the commitment of a large portion of a fund's assets to cover or identified accounts could impede portfolio management or the fund's ability to meet redemption requests or other current obligations. If the CFTC or other regulatory authorities adopt different (including less stringent) or additional restrictions, the fund would comply with such new restrictions. Trading in Futures Contracts A futures contract provides for the future sale by one party and purchase by another party of a specified amount of a specific financial instrument (e.g., units of a stock index) for a specified price, date, time, and place designated at the time the contract is made. Brokerage fees are incurred when a futures contract is bought or sold and margin deposits must be maintained. Entering into a contract to buy is commonly referred to as buying or purchasing a contract or holding a long position. Entering into a contract to sell is commonly referred to as selling a contract or holding a short position. Unlike when the fund purchases or sells a security, no price would be paid or received by the fund upon the purchase or sale of a futures contract. Upon entering into a futures contract, and to maintain the fund's open positions in futures contracts, the fund would be required to deposit with its custodian in a segregated account in the name of the futures broker an amount of cash or liquid assets known as "initial margin." The margin required for a particular futures contract is set by the exchange on which the contract is traded, and may be significantly modified from time to time by the exchange during the term of the contract. Futures contracts are customarily purchased and sold on margins that may range upward from less than 5% of the value of the contract being traded. Financial futures are valued daily at closing settlement prices. If the price of an open futures contract changes (by increase in the case of a sale or by decrease in the case of a purchase) so that the loss on the futures contract reaches a point at which the margin on deposit does not satisfy margin requirements, the broker will require a payment by the fund ("variation margin") to restore the margin account to the amount of the initial margin. Subsequent payments ("mark-to-market payments") to and from the futures broker, are made on a daily basis as the price of the underlying assets fluctuate, making the long and short positions in the futures contract more or less valuable. If the value of the open futures position increases in the case of a sale or decreases in the case of a purchase, the fund will pay the amount of the daily change in value to the broker. However, if the value of the open futures position decreases in the case of a sale or increases in the case of a purchase, the broker will pay the amount of the daily change in value to the fund. Although certain futures contracts, by their terms, require actual future delivery of and payment for the underlying instruments, in practice most futures contracts are usually closed out before the delivery date. Closing out an open futures contract purchase or sale is effected by entering into an offsetting futures contract sale or purchase, respectively, for the same aggregate amount of the identical securities and the same delivery date. If the offsetting purchase price is less than the original sale price, the fund realizes a gain; if it is more, the fund realizes a loss. Conversely, if the offsetting sale price is more than the original purchase price, the fund realizes a gain; if it is less, the fund realizes a loss. The transaction costs must also be included in these calculations. There can be no assurance, however, that the fund will be able to enter into an offsetting transaction with respect to a particular futures contract at a particular time. If the fund is not able to enter into an offsetting transaction, the fund will continue to be required to maintain the margin deposits on the futures contract. For example, the S&P 500 Stock Index is made up of 500 selected common stocks, most of which are listed on the New York Stock Exchange. The S&P 500 Index assigns relative weightings to the common stocks included in the Index, and the Index fluctuates with changes in the market values of those common stocks. In 22 the case of futures contracts on the S&P 500 Index, the contracts are to buy or sell 250 units. Thus, if the value of the S&P 500 Index were $150, one contract would be worth $37,500 (250 units x $150). The stock index futures contract specifies that no delivery of the actual stocks making up the index will take place. Instead, settlement in cash occurs. Over the life of the contract, the gain or loss realized by the fund will equal the difference between the purchase (or sale) price of the contract and the price at which the contract is terminated. For example, if the fund enters into a futures contract to buy 250 units of the S&P 500 Index at a specified future date at a contract price of $150 and the S&P 500 Index is at $154 on that future date, the fund will gain $1,000 (250 units x gain of $4). If the fund enters into a futures contract to sell 250 units of the stock index at a specified future date at a contract price of $150 and the S&P 500 Index is at $152 on that future date, the fund will lose $500 (250 units x loss of $2). Special Risks of Transactions in Futures Contracts . Volatility and Leverage The prices of futures contracts are volatile and are influenced, among other things, by actual and anticipated changes in the market and interest rates, which in turn are affected by fiscal and monetary policies and national and international political and economic events. Most United States futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day's settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of futures contract, no trades may be made on that day at a price beyond that limit. The daily limit governs only price movement during a particular trading day and therefore does not limit potential losses, because the limit may prevent the liquidation of unfavorable positions. Futures contract prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and subjecting some futures traders to substantial losses. Margin deposits required on futures trading are low. As a result, a relatively small price movement in a futures contract may result in immediate and substantial loss, as well as gain, to the investor. For example, if at the time of purchase, 10% of the value of the futures contract is deposited as margin, a subsequent 10% decrease in the value of the futures contract would result in a total loss of the margin deposit, before any deduction for the transaction costs, if the account were then closed out. A 15% decrease would result in a loss equal to 150% of the original margin deposit, if the contract were closed out. Thus, a purchase or sale of a futures contract may result in losses in excess of the amount invested in the futures contract. . Liquidity The fund may elect to close some or all of its futures positions at any time prior to their expiration. The fund would do so to reduce exposure represented by long futures positions or short futures positions. The fund may close its positions by taking opposite positions which would operate to terminate the fund's position in the futures contracts. Final determinations of mark-to-market payments would then be made, additional cash would be required to be paid by or released to the fund, and the fund would realize a loss or a gain. Futures contracts may be closed out only on the exchange or board of trade where the contracts were initially traded. Although the fund intends to purchase or sell futures contracts only on exchanges or boards of trade where there appears to be an active market, there is no assurance that a liquid market on an exchange or board of trade will exist for any particular contract at any particular time. In such event, it might not be possible to close a futures contract, and in the event of adverse price movements, the fund would continue to be required to make daily mark-to-market and variation margin payments. However, in the event futures contracts have been used to hedge the underlying instruments, the fund would continue to hold the underlying instruments subject to the hedge until the futures contracts could be terminated. In such circumstances, an increase in the price of underlying instruments, if any, might partially or completely offset losses on the futures contract. However, as described next, there is no guarantee that the price of the underlying instruments will, in fact, correlate with the price movements in the futures contract and thus provide an offset to losses on a futures contract. . Hedging Risk A decision of whether, when, and how to hedge involves skill and judgment, and even a well-conceived hedge may be unsuccessful to some degree because of unexpected market or economic events. 23 There are several risks in connection with the use by the fund of futures contracts as a hedging device. One risk arises because of the imperfect correlation between movements in the prices of the futures contracts and movements in the prices of the underlying instruments which are the subject of the hedge. T. Rowe Price will, however, attempt to reduce this risk by entering into futures contracts whose movements, in its judgment, will have a significant correlation with movements in the prices of the fund's underlying instruments sought to be hedged. Successful use of futures contracts by the fund for hedging purposes is also subject to T. Rowe Price's ability to correctly predict movements in the direction of the market. It is possible that, when the fund has sold futures to hedge its portfolio against a decline in the market, the index, indices, or instruments underlying futures might advance and the value of the underlying instruments held in the fund's portfolio might decline. If this were to occur, the fund would lose money on the futures and also would experience a decline in value in its underlying instruments. However, while this might occur to a certain degree, T. Rowe Price believes that over time the value of the fund's portfolio will tend to move in the same direction as the market indices used to hedge the portfolio. It is also possible that, if the fund were to hedge against the possibility of a decline in the market (adversely affecting the underlying instruments held in its portfolio) and prices instead increased, the fund would lose part or all of the benefit of increased value of those underlying instruments that it had hedged, because it would have offsetting losses in its futures positions. In addition, in such situations, if the fund had insufficient cash, it might have to sell underlying instruments to meet daily mark-to-market and variation margin requirements. Such sales of underlying instruments might be, but would not necessarily be, at increased prices (which would reflect the rising market). The fund might have to sell underlying instruments at a time when it would be disadvantageous to do so. In addition to the possibility that there might be an imperfect correlation, or no correlation at all, between price movements in the futures contracts and the portion of the portfolio being hedged, the price movements of futures contracts might not correlate perfectly with price movements in the underlying instruments due to certain market distortions. First, all participants in the futures market are subject to margin deposit and maintenance requirements. Rather than meeting additional margin deposit requirements, investors might close futures contracts through offsetting transactions, which could distort the normal relationship between the underlying instruments and futures markets. Second, the margin requirements in the futures market are less onerous than margin requirements in the securities markets and, as a result, the futures market might attract more speculators than the securities markets. Increased participation by speculators in the futures market might also cause temporary price distortions. Due to the possibility of price distortion in the futures market and also because of imperfect correlation between price movements in the underlying instruments and movements in the prices of futures contracts, even a correct forecast of general market trends by T. Rowe Price might not result in a successful hedging transaction over a very short time period. Options on Futures Contracts The fund may purchase and sell options on the same types of futures in which it may invest. Options (another type of potentially high-risk derivative) on futures are similar to options on underlying instruments except that options on futures give the purchaser the right, in return for the premium paid, to assume a position in a futures contract (a long position if the option is a call and a short position if the option is a put), rather than to purchase or sell the futures contract, at a specified exercise price at any time during the period of the option. Upon exercise of the option, the delivery of the futures position by the writer of the option to the holder of the option will be accompanied by the delivery of the accumulated balance in the writer's futures margin account which represents the amount by which the market price of the futures contract, at exercise, exceeds (in the case of a call) or is less than (in the case of a put) the exercise price of the option on the futures contract. Purchasers of options who fail to exercise their options prior to the exercise date suffer a loss of the premium paid. Options on futures contracts are valued daily at the last sale price on its primary exchange at the time of which the net asset value per share of the fund is computed (close of New York Stock Exchange), or in the absence of such sale, the mean of closing bid and ask prices. As an alternative to writing or purchasing call and put options on stock index futures, the fund may write or purchase call and put options on financial indices. Such options would be used in a manner similar to the use 24 of options on futures contracts. From time to time, a single order to purchase or sell futures contracts (or options thereon) may be made on behalf of the fund and other T. Rowe Price funds. Such aggregated orders would be allocated among the funds and the other T. Rowe Price funds in a fair and nondiscriminatory manner. Special Risks of Transactions in Options on Futures Contracts The risks described under "Special Risks of Transactions in Futures Contracts" are substantially the same as the risks of using options on futures. If the fund were to write an option on a futures contract, it would be required to deposit and maintain initial and variation margin in the same manner as a regular futures contract. In addition, where the fund seeks to close out an option position by writing or buying an offsetting option covering the same index, underlying instrument, or contract and having the same exercise price and expiration date, its ability to establish and close out positions on such options will be subject to the maintenance of a liquid secondary market. Reasons for the absence of a liquid secondary market on an exchange include the following: (1) there may be insufficient trading interest in certain options; (2) restrictions may be imposed by an exchange on opening transactions or closing transactions or both; (3) trading halts, suspensions, or other restrictions may be imposed with respect to particular classes or series of options, or underlying instruments; (4) unusual or unforeseen circumstances may interrupt normal operations on an exchange; (5) the facilities of an exchange or a clearing corporation may not at all times be adequate to handle current trading volume; or (6) one or more exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of options (or a particular class or series of options), in which event the secondary market on that exchange (or in the class or series of options) would cease to exist, although outstanding options on the exchange that had been issued by a clearing corporation as a result of trades on that exchange would continue to be exercisable in accordance with their terms. There is no assurance that higher than anticipated trading activity or other unforeseen events might not, at times, render certain of the facilities of any of the clearing corporations inadequate, and thereby result in the institution by an exchange of special procedures which may interfere with the timely execution of customers' orders. Additional Futures and Options Contracts Although the fund has no current intention of engaging in futures or options transactions other than those described above, it reserves the right to do so. Such futures and options trading might involve risks which differ from those involved in the futures and options described above. Foreign Futures and Options Participation in foreign futures and foreign options transactions involves the execution and clearing of trades on or subject to the rules of a foreign board of trade. Neither the National Futures Association nor any domestic exchange regulates activities of any foreign boards of trade, including the execution, delivery, and clearing of transactions, or has the power to compel enforcement of the rules of a foreign board of trade or any applicable foreign law. This is true even if the exchange is formally linked to a domestic market so that a position taken on the market may be liquidated by a transaction on another market. Moreover, such laws or regulations will vary depending on the foreign country in which the foreign futures or foreign options transaction occurs. For these reasons, when the fund trades foreign futures or foreign options contracts, it may not be afforded certain of the protective measures provided by the Commodity Exchange Act, the CFTC's regulations, and the rules of the National Futures Association and any domestic exchange, including the right to use reparations proceedings before the CFTC and arbitration proceedings provided by the National Futures Association or any domestic futures exchange. In particular, funds received from the fund for foreign futures or foreign options transactions may not be provided the same protections as funds received for transactions on United States futures exchanges. In addition, the price of any foreign futures or foreign options contract and, therefore, the potential profit and loss thereon may be affected by any variance in the foreign exchange rate between the time the fund's order is placed and the time it is liquidated, offset, or exercised. 25 All funds except Equity Index 500, Extended Equity Market Index, and Total Equity Market Index Funds Foreign Currency Transactions A forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are principally traded in the interbank market conducted directly between currency traders (usually large, commercial banks) and their customers. A forward contract generally has no deposit requirement, and no commissions are charged at any stage for trades. The fund may enter into forward contracts for a variety of purposes in connection with the management of the foreign securities portion of its portfolio. The fund's use of such contracts would include, but not be limited to, the following: First, when the fund enters into a contract for the purchase or sale of a security denominated in a foreign currency, it may desire to "lock in" the U.S. dollar price of the security. By entering into a forward contract for the purchase or sale, for a fixed amount of dollars, of the amount of foreign currency involved in the underlying security transactions, the fund will be able to protect itself against a possible loss resulting from an adverse change in the relationship between the U.S. dollar and the subject foreign currency during the period between the date the security is purchased or sold and the date on which payment is made or received. Second, when T. Rowe Price believes that one currency may experience a substantial movement against another currency, including the U.S. dollar, it may enter into a forward contract to sell or buy the amount of the former foreign currency, approximating the value of some or all of the fund's portfolio securities denominated in such foreign currency. Alternatively, where appropriate, the fund may hedge all or part of its foreign currency exposure through the use of a basket of currencies or a proxy currency where such currency or currencies act as an effective proxy for other currencies. In such a case, the fund may enter into a forward contract where the amount of the foreign currency to be sold exceeds the value of the securities denominated in such currency. The use of this basket hedging technique may be more efficient and economical than entering into separate forward contracts for each currency held in the fund. The precise matching of the forward contract amounts and the value of the securities involved will not generally be possible since the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date the forward contract is entered into and the date it matures. The projection of short-term currency market movement is extremely difficult, and the successful execution of a short-term hedging strategy is highly uncertain. Under normal circumstances, consideration of the prospect for relative currency values will be incorporated into the longer-term investment decisions made with regard to overall diversification strategies. However, T. Rowe Price believes that it is important to have the flexibility to enter into such forward contracts when it determines that the best interest of the fund will be served. The fund may enter into forward contacts for any other purpose consistent with the fund's investment objective and program. However, the fund will not enter into a forward contract, or maintain exposure to any such contract(s), if the amount of foreign currency required to be delivered thereunder would exceed the fund's holdings of liquid, high-grade debt securities, currency available for cover of the forward contract(s), or other suitable cover as permitted by the SEC. In determining the amount to be delivered under a contract, the fund may net offsetting positions. At the maturity of a forward contract, the fund may sell the portfolio security and make delivery of the foreign currency, or it may retain the security and either extend the maturity of the forward contract (by "rolling" that contract forward) or may initiate a new forward contract. If the fund retains the portfolio security and engages in an offsetting transaction, the fund will incur a gain or a loss (as described below) to the extent that there has been movement in forward contract prices. If the fund engages in an offsetting transaction, it may subsequently enter into a new forward contract to sell the foreign currency. Should forward prices decline during the period between the fund's entering into a forward contract 26 for the sale of a foreign currency and the date it enters into an offsetting contract for the purchase of the foreign currency, the fund will realize a gain to the extent the price of the currency it has agreed to sell exceeds the price of the currency it has agreed to purchase. Should forward prices increase, the fund will suffer a loss to the extent the price of the currency it has agreed to purchase exceeds the price of the currency it has agreed to sell. The fund's dealing in forward foreign currency exchange contracts will generally be limited to the transactions described above. However, the fund reserves the right to enter into forward foreign currency contracts for different purposes and under different circumstances. Of course, the fund is not required to enter into forward contracts with regard to its foreign currency-denominated securities and will not do so unless deemed appropriate by T. Rowe Price. It also should be realized that this method of hedging against a decline in the value of a currency does not eliminate fluctuations in the underlying prices of the securities. It simply establishes a rate of exchange at a future date. Additionally, although such contracts tend to minimize the risk of loss due to a decline in the value of the hedged currency, at the same time, they tend to limit any potential gain which might result from an increase in the value of that currency. Although the fund values its assets daily in terms of U.S. dollars, it does not intend to convert its holdings of foreign currencies into U.S. dollars on a daily basis. It will do so from time to time, and there are costs associated with currency conversion. Although foreign exchange dealers do not charge a fee for conversion, they do realize a profit based on the difference (the "spread") between the prices at which they are buying and selling various currencies. Thus, a dealer may offer to sell a foreign currency to the fund at one rate, while offering a lesser rate of exchange should the fund desire to resell that currency to the dealer. Federal Tax Treatment of Options, Futures Contracts, and Forward Foreign Exchange Contracts The fund may enter into certain options, futures, forward foreign exchange contracts, and swaps, including options and futures on currencies, which will be treated as Section 1256 contracts or straddles. Transactions considered Section 1256 contracts will be considered to have been closed at the end of the fund's fiscal year and any gains or losses will be recognized for tax purposes at that time. Such gains or losses from the normal closing or settlement of such transactions will be characterized as 60% long-term capital gain (taxable at a maximum rate of 20%) or loss and 40% short-term capital gain or loss regardless of the holding period of the instrument (ordinary income or loss for foreign exchange contracts). The fund will be required to distribute net gains on such transactions to shareholders even though it may not have closed the transaction and received cash to pay such distributions. Options, futures, forward foreign exchange contracts, and swaps, including options and futures on currencies, which offset a foreign dollar-denominated bond or currency position, may be considered straddles for tax purposes, in which case a loss on any position in a straddle will be subject to deferral to the extent of unrealized gain in an offsetting position. The holding period of the securities or currencies comprising the straddle will be deemed not to begin until the straddle is terminated. The holding period of the security offsetting an "in-the-money qualified covered call" option on an equity security will not include the period of time the option is outstanding. Losses on written covered calls and purchased puts on securities, excluding certain "qualified covered call" options on equity securities, may be long-term capital losses, if the security covering the option was held for more than 12 months prior to the writing of the option. In order for the fund to continue to qualify for federal income tax treatment as a regulated investment company, at least 90% of its gross income for a taxable year must be derived from qualifying income, i.e., dividends, interest, income derived from loans of securities, and gains from the sale of securities or currencies. Tax regulations could be issued limiting the extent that net gain realized from options, futures, or foreign forward exchange contracts on currencies is qualifying income for purposes of the 90% requirement. Entering into certain options, futures contracts, swaps, or foreign forward contracts may result in the "constructive sale" of offsetting stocks or debt securities of the fund. 27 The Internal Revenue Service has issued a notice proposing alternative methods for the inclusion or deduction of certain payments made under swap contracts. Although not anticipated, it is possible that final rules could result in changes to the amounts recorded by the fund, potentially impacting the tax results of the fund. INVESTMENT RESTRICTIONS ------------------------------------------------------------------------------- Fundamental policies may not be changed without the approval of the lesser of (1) 67% of the fund's shares present at a meeting of shareholders if the holders of more than 50% of the outstanding shares are present in person or by proxy or (2) more than 50% of a fund's outstanding shares. Other restrictions in the form of operating policies are subject to change by the fund's Board of Directors without shareholder approval. Any investment restriction which involves a maximum percentage of securities or assets shall not be considered to be violated unless an excess over the percentage occurs immediately after, and is caused by, an acquisition of securities or assets of, or borrowings by, the fund. Calculation of the fund's total assets for compliance with any of the following fundamental or operating policies or any other investment restrictions set forth in the fund's prospectus or Statement of Additional Information will not include cash collateral held in connection with securities lending activities. Fundamental Policies As a matter of fundamental policy, the fund may not: (1) Borrowing Borrow money except that the fund 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 fund's investment objective and program, provided that the combination of (i) and (ii) shall not exceed 33/1//\\/3/\\% of the value of the fund's total assets (including the amount borrowed) less liabilities (other than borrowings) or such other percentage permitted by law. Any borrowings which come to exceed this amount will be reduced in accordance with applicable law. The fund may borrow from banks, other Price Funds, or other persons to the extent permitted by applicable law; (2) Commodities Purchase or sell physical commodities, except that it may enter into futures contracts and options thereon; (3) (a) Industry Concentration (All funds except Health Sciences, Financial Services, and Real Estate Funds) Purchase the securities of any issuer if, as a result, more than 25% of the value of the fund's total assets would be invested in the securities of issuers having their principal business activities in the same industry; (b) Industry Concentration (Health Sciences, Financial Services, and Real Estate Funds) Purchase the securities of any issuer if, as a result, more than 25% of the value of the fund's total assets would be invested in the securities of issuers having their principal business activities in the same industry, provided, however, that (i) the Health Sciences Fund will invest more than 25% of its total assets in the health sciences industry as defined in the fund's prospectus; (ii) the Financial Services Fund will invest more than 25% of its total assets in the financial services industry as defined in the fund's prospectus; (iii) the Real Estate Fund will invest more than 25% of its total assets in the real estate industry as defined in the fund's prospectus. (4) Loans Make loans, although the fund 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 exceed 33/1//\\/3/\\% of the value of the fund's 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) 28 All funds except Institutional Large-Cap Growth Fund (6) Percent Limit on Assets Invested in Any One Issuer Purchase a security if, as a result, with respect to 75% of the value of its total assets, more than 5% of the value of the fund's total assets would be invested in the securities of a single issuer, except securities issued or guaranteed by the U.S. government, its agencies, or instrumentalities; (7) Percent Limit on Share Ownership of Any One Issuer Purchase a security if, as a result, with respect to 75% of the value of its total assets, more than 10% of the outstanding voting securities of any issuer would be held by the fund (other than obligations issued or guaranteed by the U.S. government, its agencies, or instrumentalities); All funds (8) Real Estate 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 fund from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate business); (9) Senior Securities Issue senior securities except in compliance with the 1940 Act; or (10) Underwriting Underwrite securities issued by other persons, except to the extent that the fund may be deemed to be an underwriter within the meaning of the 1933 Act in connection with the purchase and sale of its portfolio securities in the ordinary course of pursuing its investment program. 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 fund does not consider currency contracts or hybrid investments to be commodities. . For purposes of investment restriction (3): U.S., state, or local governments, or related agencies or instrumentalities, are not considered an industry. . Industries are determined by reference to the classifications of industries set forth in the fund's semiannual and annual reports. . It is the position of the staff of the SEC that foreign governments are industries for purposes of this restriction. For purposes of investment restriction (4), the fund 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. Operating Policies As a matter of operating policy, the fund may not: (1) Borrowing Purchase additional securities when money borrowed exceeds 5% of its total assets; (2) Control of Portfolio Companies Invest in companies for the purpose of exercising management or control; (3) Futures Contracts Purchase a futures contract or an option thereon, if, with respect to positions in futures or options on futures which do not represent bona fide hedging, the aggregate initial margin and premiums on such options would exceed 5% of the fund's net asset value; (4) Illiquid Securities Purchase illiquid securities if, as a result, more than 15% of its net assets would be invested in such securities; 29 (5) Investment Companies Purchase securities of open-end or closed-end investment companies except (i) in compliance with the 1940 Act; or (ii) securities of the T. Rowe Price Reserve Investment or Government Reserve Investment Funds; (6) Margin Purchase securities on margin, except (i) for use of short-term credit necessary for clearance of purchases of portfolio securities and (ii) it may make margin deposits in connection with futures contracts or other permissible investments; (7) Mortgaging Mortgage, pledge, hypothecate, or, in any manner, transfer any security owned by the fund 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 33/1//\\/3/\\% of the fund's total assets at the time of borrowing or investment; (8) Oil and Gas Programs 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 fund would be invested in such programs; (9) Options, etc. Invest in puts, calls, straddles, spreads, or any combination thereof, except to the extent permitted by the prospectus and Statement of Additional Information; (10) Short Sales Effect short sales of securities; or (11) Warrants Invest in warrants if, as a result thereof, more than 10% of the value of the net assets of the fund would be invested in warrants. For Blue Chip Growth, Capital Opportunity, Developing Technologies, Diversified Small-Cap Growth, Financial Services, Global Technology, Health Sciences, Media & Telecommunications, Mid-Cap Value, Real Estate, and Value Funds: Notwithstanding anything in the above fundamental and operating restrictions to the contrary, the fund may invest all of its assets in a single investment company or a series thereof in connection with a "master-feeder" arrangement. Such an investment would be made where the fund (a "Feeder"), and one or more other funds with the same investment objective and program as the fund, sought to accomplish its investment objective and program by investing all of its assets in the shares of another investment company (the "Master"). The Master would, in turn, have the same investment objective and program as the fund. The fund would invest in this manner in an effort to achieve the economies of scale associated with having a Master fund make investments in portfolio companies on behalf of a number of Feeder funds. MANAGEMENT OF THE FUNDS ------------------------------------------------------------------------------- The officers and directors of the fund are listed below. Unless otherwise noted, the address of each is 100 East Pratt Street, Baltimore, Maryland 21202. Except as indicated, each has been an employee of T. Rowe Price for more than five years. The fund is governed by a Board of Directors that meets regularly to review fund investments, performance, expenses, and other business affairs. The Board elects the fund's officers. The majority of Board members are independent of T. Rowe Price and T. Rowe Price International. The directors who are also employees or officers of T. Rowe Price are referred to as inside or interested directors. Each Board currently has three committees, described in the following paragraphs. The Committee of Independent Directors, which consists of all of the independent directors of the funds, is responsible for selecting candidates for election as independent directors to fill vacancies on each fund's Board. F. Pierce Linaweaver is chairman of the committee. The committee will consider written recommendations from shareholders for possible nominees. Shareholders should submit their recommendations to the secretary of the funds. The committee held no formal meetings during the last fiscal year. 30 The Joint Audit Committee is comprised of David K. Fagin, F. Pierce Linaweaver, John G. Schreiber, and Paul M. Wythes, all independent directors. The Audit Committee holds two regular meetings during each fiscal year, at which time it meets with the independent accountants of the T. Rowe Price funds to review: (1) the services provided; (2) the findings of the most recent audit; (3) management's response to the findings of the most recent audit; (4) the scope of the audit to be performed; (5) the accountants' fees; and (6) any accounting or other questions relating to particular areas of the T. Rowe Price funds' operations or the operations of parties dealing with the T. Rowe Price funds, as circumstances indicate. The Audit Committee for the funds met three times in 2001. All members of the committee participated in the meetings. The fund's Executive Committee, consisting of the fund's interested directors, has been authorized by its respective Board of Directors to exercise all powers of the Board to manage the fund in the intervals between meetings of the Board, except the powers prohibited by statute from being delegated. All funds Independent Directors*
Number of Term of Office(a) Portfolios and Length of Time in Fund Position(s) Served Principal Occupation(s) Complex Other Directorships of Name, Address, and Held with During Past 5 Years(b) Overseen by Public Companies Date of Birth Fund Director - --------------------------------------------------------------------------------------------------------------------------- Calvin W. Burnett, Director Director since President, Coppin 97 Provident Bank of Ph.D. later of State College Maryland 100 East Pratt Street 2001 Baltimore, MD 21202 or 3/16/32 inception of fund(c) - --------------------------------------------------------------------------------------------------------------------------- Anthony W. Deering Director Director since Director, Chairman 97 The Rouse Company 100 East Pratt Street later of of the Board, Baltimore, MD 21202 2001 President, and Chief 1/28/45 or Executive Officer, inception of The Rouse fund(c) Company, real estate developers - --------------------------------------------------------------------------------------------------------------------------- Donald W. Dick, Jr. Director Director since Principal, 97 None 100 East Pratt Street later of EuroCapital Baltimore, MD 21202 1982 Advisors, LLC, an 1/27/43 or acquisition and inception of management fund(c) advisory firm - --------------------------------------------------------------------------------------------------------------------------- David K. Fagin Director Director since Director, Dayton 97 Dayton Mining 100 East Pratt Street later of Mining Corporation Corporation, Golden Baltimore, MD 21202 1988 (6/98 to present), Star Resources Ltd., 4/9/38 or Golden Star and Canyon inception of Resources Ltd., and Resources, Corp. fund(c) Canyon Resources, Corp. (5/00 to present); Chairman and President, Nye Corporation - --------------------------------------------------------------------------------------------------------------------------- F. Pierce Linaweaver Director Director since President, F. Pierce 97 None 100 East Pratt Street later of Linaweaver & Baltimore, MD 21202 2001 Associates, Inc., 8/22/34 or consulting inception of environmental & fund(c) civil engineers - --------------------------------------------------------------------------------------------------------------------------- Hanne M. Merriman Director Director since Retail Business 97 Ann Taylor Stores 100 East Pratt Street later of Consultant Corporation, Baltimore, MD 21202 1994 Ameren Corp., 11/16/41 or Finlay Enterprises, inception of Inc., The Rouse fund(c) Company, and US Airways Group, Inc. - --------------------------------------------------------------------------------------------------------------------------- John G. Schreiber Director Director since Owner/President, 97 AMLI Residential 100 East Pratt Street later of Centaur Capital Properties Trust, Baltimore, MD 21202 2001 Partners, Inc., a real Host Marriott 10/21/46 or estate investment Corporation, and inception of company; Senior The Rouse Company, fund(c) Advisor and Partner, real estate developers Blackstone Real Estate Advisors, L.P. - --------------------------------------------------------------------------------------------------------------------------- Hubert D. Vos Director Director since Owner/President, 97 None 100 East Pratt Street later of Stonington Capital Baltimore, MD 21202 1986 Corporation, a 8/2/33 or private investment inception of company fund(c) - --------------------------------------------------------------------------------------------------------------------------- Paul M. Wythes Director Director since Founding Partner of 97 Teltone Corporation 100 East Pratt Street later of Sutter Hill Ventures, Baltimore, MD 21202 1982 a venture capital 6/23/33 or limited partnership, inception of providing equity fund(c) capital to young high technology companies throughout the United States - ---------------------------------------------------------------------------------------------------------------------------
31 32 * All information about the directors was current as of December 31, 2001. (a) Each director serves until election of a successor. (b) Unless otherwise indicated, the Independent Directors have been engaged in their respective principal occupations for at least five years. (c) See fund inception dates in the chart below.
Fund Inception Dates Fund Inception Date - ---- -------------- Balanced 12/31/39 Blue Chip Growth 06/30/93 Blue Chip Growth Fund-Advisor Class 03/31/00 Capital Appreciation 06/30/86 Capital Opportunity 11/30/94 Developing Technologies 08/31/00 Diversified Small-Cap Growth 06/30/97 Dividend Growth 12/30/92 Equity Income 10/31/85 Equity Income Fund-Advisor Class 03/31/00 Equity Index 500 03/30/90 Extended Equity Market Index 01/30/98 Financial Services 09/30/96 Global Technology 09/29/00 Growth & Income 12/21/82 Growth Stock 04/11/50 Growth Stock Fund-Advisor Class 12/31/01 Health Sciences 12/29/95 Institutional Large-Cap Growth 10/31/01 Institutional Large-Cap Value 03/31/00 Institutional Mid-Cap Equity Growth 07/31/96 Institutional Small-Cap Stock 03/31/00 Media & Telecommunications 10/13/93 Mid-Cap Growth 06/30/92 Mid-Cap Growth Fund-Advisor Class 03/31/00 Mid-Cap Value 06/28/96 New America Growth 09/30/85 New Era 01/20/69 New Horizons 06/03/60 Real Estate 10/31/97 Science & Technology 09/30/87 Science & Technology Fund-Advisor Class 03/31/00 Small-Cap Stock 06/01/56 Small-Cap Stock Fund-Advisor Class 03/31/00 Small-Cap Value 06/30/88 Small-Cap Value Fund-Advisor Class 03/31/00 Total Equity Market Index 01/30/98 Value 09/30/94 Value Fund-Advisor Class 03/31/00 - ---------------------------------------------------------
33 Inside Directors*
Term of Number of O Office( Portfolios ther a in Fund Director Position(s) ) Principal Occupation(s) Complex ships of Name, Address, and Held with and Length During Past 5 Years Overseen Public Date of Birth Fund of Time (b) by Director Companies Served - --------------------------------------------------------------------------------------------------
James A. C. Kennedy Director Director since Managing Director and 32 None 100 East Pratt Street later of 1992 Director, T. Rowe Baltimore, MD 21202 or inception of Price Associates, 8/15/53 fund(c) Inc. and T. Rowe Price Group, Inc. Vice President, Balanced Fund, Institutional Equity Funds, Mid-Cap Value Fund, New Era Fund, and Small-Cap Stock Fund - -----------------------------------------------------------------------------------------------
34
John H. Laporte Director Director since Managing Director, T. Rowe 15 None 100 East Pratt Street later of Price Associates, Inc.; Baltimore, MD 21202 1985 Managing Director and 7/26/45 Director, T. Rowe Price Group, or inception of fund( Inc. c President, New Horizons ) Fund; Vice President, Diversified Small-Cap Growth Fund, Health Sciences Fund, and New America Growth Fund - ---------------------------------------------------------------------------------------------------------
James S. Riepe Director Director since Vice Chairman of the Board, 97 None 100 East Pratt Street later of Director and Managing Baltimore, MD 21202 1982 Director, T. Rowe Price 6/25/43 Associates, Inc. or inception and T. Rowe of fund( Price Group, Inc.; Chairman c of the Board and Director, ) T. Rowe Price Investment Services, Inc., T. Rowe Price Retirement Plan Services, Inc., and T. Rowe Price Services, Inc.; Chairman of the Board, Director, President, and Trust Officer, T. Rowe Price Trust Company; Director, T. Rowe Price International, Inc., T. Rowe Price Global Asset Management Limited, and T. Rowe Price Global Investment Services Limited Chairman of the Board, Institutional Equity Funds; Vice President, all funds - ----------------------------------------------------------------------------------------------------------
35
M. David Testa Director Director since Vice Chairman of the Board, 97 None 100 East Pratt Street later of Chief Investment Officer, Baltimore, MD 21202 1991 Director, and Managing 4/22/44 Director, T. Rowe Price Group, or inception Inc.; Chief Investment Officer, of fund( Director, and Managing c Director, T. Rowe Price ) Associates, Inc. ; Chairman, T. Rowe Price Global Asset Management Limited; Vice President and Director, T. Rowe Price Trust Company; Director, T. Rowe Price Global Investment Services Limited and T. Rowe Price International, Inc. President, Institutional Equity Funds; Vice President, Balanced Fund and Capital Appreciation Fund - ----------------------------------------------------------------------------------------------------------
* All information about the directors was current as of December 31, 2001. (a) Each director serves until election of a successor. (b) Unless otherwise indicated, the Independent Directors have been engaged in their respective principal occupations for at least five years. (c) See fund inception dates in the chart above. Officers/(a)/
Name, Date of Birth, Address, and Principal Occupations Position(s) Held With Fund - ------------------------------------------------------------------------------- Marcy L. Arnold, 8/5/59 Vice President, Institutional Vice President, T. Rowe Price Associates, Equity Funds, Mid-Cap Value Fund, Inc. and T. Rowe Price Group, Inc. New Era Fund, and Small-Cap Stock Fund - ------------------------------------------------------------------------------- Preston G. Athey, 7/17/49 President, Small-Cap Value Fund; Managing Director, T. Rowe Price Vice President, Institutional Associates, Inc. and T. Rowe Price Group, Equity Funds, Mid-Cap Value Fund, Inc.; Vice President, T. Rowe Price Trust and Small-Cap Stock Fund Company - ------------------------------------------------------------------------------- Eugene F. Bair, 12/11/69 Vice President, Index Trust - ------------------------------------------------------------------------------- Carol G. Bartha, 1/4/42 Assistant Vice President, Growth Stock Fund - ------------------------------------------------------------------------------- Marc L. Baylin, 11/17/67 President, New America Growth Fund; Vice President, T. Rowe Price Associates, Vice President, Institutional Inc. and T. Rowe Price Group, Inc. Equity Funds, Mid-Cap Growth Fund, and New Horizons Fund - ------------------------------------------------------------------------------- Brian W.H. Berghuis, 10/12/58 President, Mid-Cap Growth Fund; Managing Director, T. Rowe Price Executive Vice President, Associates, Inc. and T. Rowe Price Group, Institutional Equity Funds; Vice Inc. President, Blue Chip Growth Fund, Growth Stock Fund, New America Growth Fund, and New Horizons Fund - ------------------------------------------------------------------------------- Stephen W. Boesel, 12/28/44 President, Capital Appreciation Managing Director, T. Rowe Price Fund; Vice President, Balanced Associates, Inc. and T. Rowe Price Group, Fund, Equity Income Fund, Financial Inc.; Vice President, T. Rowe Price Trust Services Fund, Growth & Income Company Fund, Institutional Equity Funds, Real Estate Fund, and Value Fund - ------------------------------------------------------------------------------- Andrew M. Brooks, 2/16/56 Vice President, Equity Income Fund Vice President, T. Rowe Price Associates, and Value Fund Inc. and T. Rowe Price Group, Inc. - ------------------------------------------------------------------------------- Brace C. Brooks, 1/10/67 Vice President, Mid-Cap Value Fund - ------------------------------------------------------------------------------- Joseph A. Carrier, 12/30/60 Treasurer, all funds Vice President, T. Rowe Price Associates, Inc., T. Rowe Price Group, Inc., and T. Rowe Price Investment Services, Inc. - ------------------------------------------------------------------------------- Arthur B. Cecil III, 9/15/42 Vice President, Capital Vice President, T. Rowe Price Associates, Appreciation Fund, Dividend Growth Inc. and T. Rowe Price Group, Inc. Fund, Equity Income Fund, and Growth & Income Fund - ------------------------------------------------------------------------------- Kara Cheseby, 10/9/63 Vice President, Institutional Vice President, T. Rowe Price Associates, Equity Funds, Mid-Cap Value Fund, Inc. and T. Rowe Price Group, Inc. and Value Fund - ------------------------------------------------------------------------------- Stephanie C. Clancy, 12/19/64 Vice President, Capital Vice President, T. Rowe Price Associates, Appreciation Fund, Dividend Growth Inc. and T. Rowe Price Group, Inc. Fund, Global Technology Fund, and Institutional Equity Funds - ------------------------------------------------------------------------------- Vice President, Developing Giri Devulapally, 11/18/67 Technologies Fund, Dividend Growth Vice President, T. Rowe Price Associates, Fund, Equity Income Fund, Global Inc. and T. Rowe Price Group, Inc. Technology Fund, Growth & Income Fund, Media & Telecommunications Fund, New America Growth Fund, and Science & Technology Fund - ------------------------------------------------------------------------------- Wendy R. Diffenbaugh, 10/2/53 Vice President, Balanced Fund and Assistant Vice President, T. Rowe Price Index Trust Associates, Inc. - ------------------------------------------------------------------------------- Anna M. Dopkin, 9/5/67 President, Financial Services Fund; Vice President, T. Rowe Price Associates, Vice President, Growth Stock Fund, Inc. and T. Rowe Price Group, Inc. Institutional Equity Funds, Mid-Cap Growth Fund, New Horizons Fund, and Real Estate Fund - ------------------------------------------------------------------------------- Donald J. Easley, 11/28/71 Vice President, Blue Chip Growth Fund, Dividend Growth Fund, and Science & Technology Fund - ------------------------------------------------------------------------------- Hugh M. Evans III, 5/17/66 Vice President, Institutional Vice President, T. Rowe Price Associates, Equity Funds, New Era Fund, Inc. and T. Rowe Price Group, Inc. Small-Cap Stock Fund, and Small-Cap Value Fund - ------------------------------------------------------------------------------- John R. Ford, 11/25/57 Vice President, Growth Stock Fund Managing Director, T. Rowe Price Associates, Inc. and T. Rowe Price Group, Inc.; Chief Investment Officer, Director, and Vice President, T. Rowe Price International, Inc. - ------------------------------------------------------------------------------- Abigail J. Fulton, 12/19/69 Vice President, Financial Services Vice President, T. Rowe Price Group, Inc. Fund - ------------------------------------------------------------------------------- President, Global Technology Fund Robert N. Gensler, 10/18/57 and Media & Telecommunications Vice President, T. Rowe Price Associates, Fund; Vice President, Blue Chip Inc. and T. Rowe Price Group, Inc. Growth Fund, Developing Technologies Fund, Growth Stock Fund, Institutional Equity Funds, Mid-Cap Growth Fund, New Horizons Fund, and Science & Technology Fund - ------------------------------------------------------------------------------- Vice President, Blue Chip Growth Eric M. Gerster, 3/23/71 Fund, Developing Technologies Fund, Vice President, T. Rowe Price Associates, Global Technology Fund, Growth Inc. and T. Rowe Price Group, Inc. Stock Fund, Media & Telecommunications Fund, Mid-Cap Growth Fund, New America Growth Fund, New Horizons Fund, and Science & Technology Fund - ------------------------------------------------------------------------------- David R. Giroux, 6/8/75 Vice President, Mid-Cap Value Fund Assistant Vice President, T. Rowe Price and Value Fund Associates, Inc. - ------------------------------------------------------------------------------- Jill L. Hauser, 6/23/58 Vice President, Blue Chip Growth Vice President, T. Rowe Price Associates, Fund, Developing Technologies Fund, Inc. and T. Rowe Price Group, Inc. Global Technology Fund, Growth Stock Fund, New Horizons Fund, and Science & Technology Fund - ------------------------------------------------------------------------------- Francies W. Hawks, 2/2/44 Assistant Vice President, New Assistant Vice President, T. Rowe Price Horizons Fund and Small-Cap Value Associates, Inc. Fund - ------------------------------------------------------------------------------- Ann M. Holcomb, 1/16/72 Vice President, Index Trust Assistant Vice President, T. Rowe Price Associates, Inc. - ------------------------------------------------------------------------------- Michael W. Holton, 9/25/68 Vice President, Capital Opportunity Vice President, T. Rowe Price Associates, Fund, Dividend Growth Fund, Inc. and T. Rowe Price Group, Inc. Financial Services Fund, Growth & Income Fund, Institutional Equity Funds, and Value Fund - ------------------------------------------------------------------------------- Henry H. Hopkins, 12/23/42 Vice President, all funds Managing Director, T. Rowe Price Associates, Inc.; Director and Managing Director, T. Rowe Price Group, Inc.; Vice President, T. Rowe Price International, Inc. and T. Rowe Price Retirement Plan Services, Inc.; Vice President and Director, T. Rowe Price Investment Services, Inc., T. Rowe Price Services, Inc., and T. Rowe Price Trust Company - ------------------------------------------------------------------------------- Thomas J. Huber, 9/23/66 President, Dividend Growth Fund; Vice President, T. Rowe Price Associates, Vice President, Institutional Inc. and T. Rowe Price Group, Inc. Equity Funds - ------------------------------------------------------------------------------- Stephen C. Jansen, 12/12/68 Vice President, Blue Chip Growth Vice President, T. Rowe Price Associates, Fund, Dividend Growth Fund, Global Inc. and T. Rowe Price Group, Inc. Technology Fund, Growth & Income Fund, Growth Stock Fund, and Media & Telecommunications Fund - ------------------------------------------------------------------------------- President, Health Sciences Fund; Kris H. Jenner, 2/5/62 Vice President, Blue Chip Growth Vice President, T. Rowe Price Associates, Fund, Growth Stock Fund, Inc. and T. Rowe Price Group, Inc. Institutional Equity Funds, Mid-Cap Growth Fund, New Horizons Fund, and Small-Cap Stock Fund - ------------------------------------------------------------------------------- Lewis Johnson, 9/20/69 Vice President, New Era Fund - ------------------------------------------------------------------------------- Terral M. Jordan, 8/13/45 Vice President, Developing Vice President, T. Rowe Price Associates, Technologies Fund and Science & Inc. and T. Rowe Price Group, Inc. Technology Fund - ------------------------------------------------------------------------------- Susan J. Klein, 4/18/50 Vice President, Financial Services Assistant Vice President, T. Rowe Price Fund and Small-Cap Value Fund Associates, Inc. - ------------------------------------------------------------------------------- J. Jeffrey Lang, 1/10/62 Vice President, all funds Vice President, T. Rowe Price Associates, Inc. and T. Rowe Price Trust Company - ------------------------------------------------------------------------------- David M. Lee, 11/13/62 President, Real Estate Fund; Vice Vice President, T. Rowe Price Associates, President, Dividend Growth Fund and Inc. and T. Rowe Price Group, Inc. New Era Fund - ------------------------------------------------------------------------------- Christopher R. Leonard, 1/11/73 Vice President, Blue Chip Growth Fund and Health Sciences Fund - ------------------------------------------------------------------------------- Nathaniel S. Levy, 7/13/62 Vice President, Balanced Fund Vice President, T. Rowe Price Associates, Inc. and T. Rowe Price Group, Inc. - ------------------------------------------------------------------------------- John D. Linehan, 1/21/65 Vice President, Equity Income Fund, Vice President, T. Rowe Price Associates, Institutional Equity Funds, New Era Inc., T. Rowe Price Group, Inc., and T. Fund, and Value Fund Rowe Price International, Inc. - ------------------------------------------------------------------------------- Patricia B. Lippert, 1/12/53 Secretary, all funds Assistant Vice President, T. Rowe Price Associates, Inc. and T. Rowe Price Investment Services, Inc. - ------------------------------------------------------------------------------- Robert J. Marcotte, 3/6/62 Vice President, Institutional Vice President, T. Rowe Price Associates, Equity Funds, Mid-Cap Growth Fund, Inc. and T. Rowe Price Group, Inc. and New America Growth Fund - ------------------------------------------------------------------------------- Gregory A. McCrickard, 10/19/58 President, Mid-Cap Value Fund and Managing Director, T. Rowe Price Small-Cap Stock Fund; Executive Associates, Inc. and T. Rowe Price Group, Vice President, Institutional Inc.; Vice President, T. Rowe Price Trust Equity Funds; Vice President, Company Small-Cap Value Fund - ------------------------------------------------------------------------------- David S. Middleton, 1/18/56 Controller, all funds Vice President, T. Rowe Price Associates, Inc., T. Rowe Price Group, Inc., and T. Rowe Price Trust Company - ------------------------------------------------------------------------------- Vice President, Institutional Joseph M. Milano, 9/14/72 Equity Funds, Mid-Cap Growth Fund, Vice President, T. Rowe Price Associates, Mid-Cap Value Fund, New America Inc. and T. Rowe Price Group, Inc. Growth Fund, New Horizons Fund, Small-Cap Stock Fund, and Small-Cap Value Fund - ------------------------------------------------------------------------------- Raymond A. Mills, 12/3/60 Vice President, Balanced Fund and Vice President, T. Rowe Price Associates, Index Trust Inc. and T. Rowe Price Group, Inc. - ------------------------------------------------------------------------------- Mary C. Munoz, 12/2/62 Vice President, Index Trust Assistant Vice President, T. Rowe Price Associates, Inc. - ------------------------------------------------------------------------------- Edmund M. Notzon III, 10/1/45 Vice President, Balanced Fund Managing Director, T. Rowe Price Associates, Inc. and T. Rowe Price Group, Inc.; Vice President, T. Rowe Price Investment Services, Inc. and T. Rowe Price Trust Company - ------------------------------------------------------------------------------- Charles M. Ober, 4/20/50 President, New Era Fund; Vice Vice President, T. Rowe Price Associates, President, Capital Appreciation Inc. and T. Rowe Price Group, Inc. Fund and Real Estate Fund - ------------------------------------------------------------------------------- Curt J. Organt, 1/5/68 Vice President, Small-Cap Stock Fund - ------------------------------------------------------------------------------- Charles G. Pepin, 4/23/66 Vice President, Health Sciences Vice President, T. Rowe Price Fund, Institutional Equity Funds, Associates, Inc. and T. Rowe Price Group, Mid-Cap Value Fund, New Horizons Inc. Fund, Small-Cap Stock Fund, and Small-Cap Value Fund - ------------------------------------------------------------------------------- Donald J. Peters, 7/3/59 Vice President, Diversified Vice President, T. Rowe Price Associates, Small-Cap Growth Fund and Dividend Inc. and T. Rowe Price Group, Inc. Growth Fund - ------------------------------------------------------------------------------- D. James Prey III, 11/26/59 Vice President, Global Technology Vice President, T. Rowe Price Associates, Fund, Media & Telecommunications Inc. and T. Rowe Price Group, Inc. Fund, and Science & Technology Fund - ------------------------------------------------------------------------------- Larry J. Puglia, 8/25/60 President, Blue Chip Growth Fund; Managing Director, T. Rowe Price Vice President, Dividend Growth Associates, Inc. and T. Rowe Price Group, Fund, Financial Services Fund, and Inc. Growth Stock Fund - ------------------------------------------------------------------------------- Karen M. Regan, 4/16/67 Vice President, Growth & Income Fund and Real Estate Fund - ------------------------------------------------------------------------------- Brian C. Rogers, 6/27/55 President, Equity Income Fund and Managing Director, T. Rowe Price; Value Fund; Executive Vice Director and Managing Director, T. Rowe President, Institutional Equity Price Group, Inc.; Vice President, T. Funds; Vice President, Capital Rowe Price Trust Company Appreciation Fund and Real Estate Fund - ------------------------------------------------------------------------------- Philip W. Ruedi, 7/2/71 Vice President, New Horizons Fund Vice President, T. Rowe Price Associates, Inc. and T. Rowe Price Group, Inc. - ------------------------------------------------------------------------------- Robert W. Sharps, 6/10/71 President, Growth & Income Fund, Vice President, T. Rowe Price Associates, Growth & Income Fund; Vice Inc. and T. Rowe Price Group, Inc. President, Blue Chip Growth Fund, Financial Services Fund, and Institutional Equity Funds - ------------------------------------------------------------------------------- Robert W. Smith, 4/11/61 President, Growth Stock Fund; Managing Director, T. Rowe Price and T. Executive Vice President, Rowe Price Group, Inc.; Vice President, Institutional Equity Funds; Vice T. Rowe Price International, Inc. President, Blue Chip Growth Fund, Growth & Income Fund, Media & Telecommunications Fund, and New America Growth Fund - ------------------------------------------------------------------------------- Michael F. Sola, 7/21/69 President, Developing Technologies Vice President, T. Rowe Price and T. Rowe Fund and Science & Technology Fund; Price Group, Inc. Vice President, Institutional Equity Funds, Mid-Cap Growth Fund, New Horizons Fund, and Small-Cap Stock Fund - ------------------------------------------------------------------------------- William J. Stromberg, 3/10/60 President, Capital Opportunity Managing Director, T. Rowe Price and T. Fund; Vice President, Blue Chip Rowe Price Group, Inc. Growth Fund, Dividend Growth Fund, Equity Income Fund, Financial Services Fund, and Real Estate Fund - ------------------------------------------------------------------------------- Dean Tenerelli, 12/7/64 Vice President, Media & Vice President, T. Rowe Price Group, Inc. Telecommunications Fund and T. Rowe Price International, Inc. - ------------------------------------------------------------------------------- Justin Thomson, 1/14/68 Vice President, Developing Vice President, T. Rowe Price Group, Inc. Technologies Fund - ------------------------------------------------------------------------------- Mark J. Vaselkiv, 7/22/58 Vice President, Balanced Fund Managing Director, T. Rowe Price Associates, Inc. and T. Rowe Price Group, Inc. - ------------------------------------------------------------------------------- J. David Wagner, 2/25/74 Vice President, Financial Services Fund, Mid-Cap Value Fund, and New Horizons Fund - ------------------------------------------------------------------------------- John F. Wakeman, 11/25/62 Executive Vice President, Mid-Cap Vice President, T. Rowe Price and T. Rowe Growth Fund; Vice President, Price Group, Inc. Institutional Equity Funds and New Horizons Fund - ------------------------------------------------------------------------------- Executive Vice President, Mid-Cap Value Fund and New Era Fund; Vice David J. Wallack, 7/2/60 President, Capital Appreciation Vice President, T. Rowe Price Associates, Fund, Dividend Growth Fund, Inc. and T. Rowe Price Group, Inc. Institutional Equity Funds, Small-Cap Value Fund, and Value Fund - ------------------------------------------------------------------------------- Dale E. West, 1/21/69 Vice President, Media & Vice President, T. Rowe Price Group, Inc. Telecommunications Fund and T. Rowe Price International, Inc. - ------------------------------------------------------------------------------- Richard T. Whitney, 5/7/58 President, Balanced Fund, Managing Director, T. Rowe Price and T. Diversified Small-Cap Growth Fund, Rowe Price Group, Inc.; Vice President, and Index Trust; Vice President, T. Rowe Price Trust Company and Capital Opportunity Fund, T. Rowe Price International, Inc. Institutional Equity Funds, and Small-Cap Stock Fund - ------------------------------------------------------------------------------- Paul W. Wojcik, 11/28/70 Executive Vice President, Vice President, T. Rowe Price Associates, Diversified Small-Cap Growth Fund Inc. and T. Rowe Price Group, Inc. - ------------------------------------------------------------------------------- R. Candler Young, 9/28/71 Vice President, Growth & Income Assistant Vice President, T. Rowe Price Fund, Mid-Cap Growth Fund, and New Associates, Inc. America Growth Fund - -------------------------------------------------------------------------------
36 37 38 39 40 41 (a) Unless otherwise indicated, the officers have been employees of T. Rowe Price or T. Rowe Price International for at least five years. Director Compensation Table The fund does not pay pension or retirement benefits to its officers or directors. Also, any director of the fund who is an officer or employee of T. Rowe Price or T. Rowe Price International does not receive any remuneration from the fund. 42
Name of Person, Aggregate Compensation From Total Compensation From Fund and Position Fund(a) Fund Complex Paid to Directors(b) - -------------------------------- -------------------------------------------- --------------------------------- - ------------------------------------------------------------------------------------------------------------------- Balanced Fund $ Calvin W. Burnett, Ph.D./c/ 262 $110,000 Anthony W. Deering/c/ 262 110,000 Donald W. Dick, Jr. 1,803 110,000 David K. Fagin 2,553 112,000 F. Pierce Linaweaver/c/ 311 113,000 Hannes M. Merriman 2,521 110,000 John G. Schreiber/c/ 311 113,000 Hubert D. Vos 2,594 111,000 Paul M. Wythes 1,742 113,000 - ------------------------------------------------------------------------------------------------------------------- Blue Chip Growth Fund $ Calvin W. Burnett, Ph.D./c/ 715 $110,000 Anthony W. Deering/c/ 715 110,000 Donald W. Dick, Jr. 3,973 110,000 David K. Fagin 7,057 112,000 F. Pierce Linaweaver/c/ 911 113,000 Hannes M. Merriman 6,925 110,000 John G. Schreiber/c/ 911 113,000 Hubert D. Vos 7,186 111,000 Paul M. Wythes 4,324 113,000 - ------------------------------------------------------------------------------------------------------------------- Capital Appreciation Fund $ Calvin W. Burnett, Ph.D./c/ 223 $110,000 Anthony W. Deering/c/ 223 110,000 Donald W. Dick, Jr. 1,499 110,000 David K. Fagin 1,974 112,000 F. Pierce Linaweaver/c/ 263 113,000 Hannes M. Merriman 1,947 110,000 John G. Schreiber/c/ 263 113,000 Hubert D. Vos 1,986 111,000 Paul M. Wythes 1,558 113,000 - ------------------------------------------------------------------------------------------------------------------- Capital Opportunity Fund $ Calvin W. Burnett, Ph.D./c/ 100 $110,000 Anthony W. Deering/c/ 100 110,000 Donald W. Dick, Jr. 863 110,000 David K. Fagin 998 112,000 F. Pierce Linaweaver/c/ 102 113,000 Hannes M. Merriman 997 110,000 John G. Schreiber/c/ 102 113,000 Hubert D. Vos 1,000 111,000 Paul M. Wythes 867 113,000 - ------------------------------------------------------------------------------------------------------------------- Developing Technologies Fund $ Calvin W. Burnett, Ph.D./c/ 95 $110,000 Anthony W. Deering/c/ 95 110,000 Donald W. Dick, Jr. 932 110,000 David K. Fagin 940 112,000 F. Pierce Linaweaver/c/ 96 113,000 Hannes M. Merriman 940 110,000 John G. Schreiber/c/ 96 113,000 Hubert D. Vos 940 111,000 Paul M. Wythes 933 113,000 - ------------------------------------------------------------------------------------------------------------------- Diversified Small-Cap Growth Fund $ Calvin W. Burnett, Ph.D./c/ 99 $110,000 Anthony W. Deering/c/ 99 110,000 Donald W. Dick, Jr. 958 110,000 David K. Fagin 987 112,000 F. Pierce Linaweaver/c/ 101 113,000 Hannes M. Merriman 986 110,000 John G. Schreiber/c/ 101 113,000 Hubert D. Vos 987 111,000 Paul M. Wythes 961 113,000 - ------------------------------------------------------------------------------------------------------------------- Dividend Growth Fund $ Calvin W. Burnett, Ph.D./c/ 158 $110,000 Anthony W. Deering/c/ 158 110,000 Donald W. Dick, Jr. 1,263 110,000 David K. Fagin 1,553 112,000 F. Pierce Linaweaver/c/ 178 113,000 Hannes M. Merriman 1,541 110,000 John G. Schreiber/c/ 178 113,000 Hubert D. Vos 1,566 111,000 Paul M. Wythes 1,299 113,000 - ------------------------------------------------------------------------------------------------------------------- Equity Income Fund Calvin W. Burnett, Ph.D./c/ 833 $110,000 Anthony W. Deering/c/ 833 110,000 Donald W. Dick, Jr. 5,351 110,000 David K. Fagin 8,666 112,000 F. Pierce Linaweaver/c/ 931 113,000 Hannes M. Merriman 8,601 110,000 John G. Schreiber/c/ 931 113,000 Hubert D. Vos 8,921 111,000 Paul M. Wythes 5,682 113,000 - ------------------------------------------------------------------------------------------------------------------- Equity Index 500 Fund $ Calvin W. Burnett, Ph.D./c/ 416 $110,000 Anthony W. Deering/c/ 416 110,000 Donald W. Dick, Jr. 2,656 110,000 David K. Fagin 4,128 112,000 F. Pierce Linaweaver/c/ 485 113,000 Hannes M. Merriman 4,082 110,000 John G. Schreiber/c/ 485 113,000 Hubert D. Vos 4,215 111,000 Paul M. Wythes 2,813 113,000 - ------------------------------------------------------------------------------------------------------------------- Extended Equity Market Index Fund $ Calvin W. Burnett, Ph.D./c/ 99 $110,000 Anthony W. Deering/c/ 99 110,000 Donald W. Dick, Jr. 959 110,000 David K. Fagin 991 112,000 F. Pierce Linaweaver/c/ 101 113,000 Hannes M. Merriman 989 110,000 John G. Schreiber/c/ 101 113,000 Hubert D. Vos 992 111,000 Paul M. Wythes 963 113,000 - ------------------------------------------------------------------------------------------------------------------- Financial Services Fund $ Calvin W. Burnett, Ph.D./c/ 121 $110,000 Anthony W. Deering/c/ 121 110,000 Donald W. Dick, Jr. 1,074 110,000 David K. Fagin 1,202 112,000 F. Pierce Linaweaver/c/ 127 113,000 Hannes M. Merriman 1,198 110,000 John G. Schreiber/c/ 127 113,000 Hubert D. Vos 1,210 111,000 Paul M. Wythes 1,087 113,000 - ------------------------------------------------------------------------------------------------------------------- Global Technology Fund $ Calvin W. Burnett, Ph.D./c/ 100 $110,000 Anthony W. Deering/c/ 100 110,000 Donald W. Dick, Jr. 1,530 110,000 David K. Fagin 1,043 112,000 F. Pierce Linaweaver/c/ 148 113,000 Hannes M. Merriman 1,011 110,000 John G. Schreiber/c/ 148 113,000 Hubert D. Vos 1,030 111,000 Paul M. Wythes 1,581 113,000 - ------------------------------------------------------------------------------------------------------------------- Growth & Income Fund $ Calvin W. Burnett, Ph.D./c/ 317 $110,000 Anthony W. Deering/c/ 317 110,000 Donald W. Dick, Jr. 2,179 110,000 David K. Fagin 3,259 112,000 F. Pierce Linaweaver/c/ 367 113,000 Hannes M. Merriman 3,225 110,000 John G. Schreiber/c/ 367 113,000 Hubert D. Vos 3,329 111,000 Paul M. Wythes 2,299 113,000 - ------------------------------------------------------------------------------------------------------------------- Growth Stock Fund $ Calvin W. Burnett, Ph.D./c/ 528 $110,000 Anthony W. Deering/c/ 528 110,000 Donald W. Dick, Jr. 3,245 110,000 David K. Fagin 5,230 112,000 F. Pierce Linaweaver/c/ 643 113,000 Hannes M. Merriman 5,153 110,000 John G. Schreiber/c/ 643 113,000 Hubert D. Vos 5,336 111,000 Paul M. Wythes 3,476 113,000 - ------------------------------------------------------------------------------------------------------------------- Health Sciences Fund $ Calvin W. Burnett, Ph.D./c/ 180 $110,000 Anthony W. Deering/c/ 180 110,000 Donald W. Dick, Jr. 1,333 110,000 David K. Fagin 1,671 112,000 F. Pierce Linaweaver/c/ 199 113,000 Hannes M. Merriman 1,659 110,000 John G. Schreiber/c/ 199 113,000 Hubert D. Vos 1,689 111,000 Paul M. Wythes 1,371 113,000 - ------------------------------------------------------------------------------------------------------------------- Institutional Large-Cap Growth Fund(d) $ Calvin W. Burnett, Ph.D./c/ 93 $110,000 Anthony W. Deering/c/ 93 110,000 Donald W. Dick, Jr. 93 110,000 David K. Fagin 96 112,000 F. Pierce Linaweaver/c/ 98 113,000 Hannes M. Merriman 92 110,000 John G. Schreiber/c/ 98 113,000 Hubert D. Vos 95 111,000 Paul M. Wythes 98 113,000 - ------------------------------------------------------------------------------------------------------------------- Institutional Large-Cap Value Fund $ Calvin W. Burnett, Ph.D./c/ 93 $110,000 Anthony W. Deering/c/ 93 110,000 Donald W. Dick, Jr. 923 110,000 David K. Fagin 925 112,000 F. Pierce Linaweaver/c/ 93 113,000 Hannes M. Merriman 925 110,000 John G. Schreiber/c/ 93 113,000 Hubert D. Vos 925 111,000 Paul M. Wythes 924 113,000 - ------------------------------------------------------------------------------------------------------------------- Institutional Mid-Cap Equity Growth Fund $ Calvin W. Burnett, Ph.D./c/ 120 $110,000 Anthony W. Deering/c/ 120 110,000 Donald W. Dick, Jr. 1,059 110,000 David K. Fagin 1,174 112,000 F. Pierce Linaweaver/c/ 126 113,000 Hannes M. Merriman 1,170 110,000 John G. Schreiber/c/ 126 113,000 Hubert D. Vos 1,180 111,000 Paul M. Wythes 1,072 113,000 - ------------------------------------------------------------------------------------------------------------------- Institutional Small-Cap Stock Fund $ Calvin W. Burnett, Ph.D./c/ 117 $110,000 Anthony W. Deering/c/ 117 110,000 Donald W. Dick, Jr. 1,038 110,000 David K. Fagin 1,132 112,000 F. Pierce Linaweaver/c/ 122 113,000 Hannes M. Merriman 1,129 110,000 John G. Schreiber/c/ 122 113,000 Hubert D. Vos 1,137 111,000 Paul M. Wythes 1,047 113,000 - ------------------------------------------------------------------------------------------------------------------- Media & Telecommunications Fund $ Calvin W. Burnett, Ph.D./c/ 154 $110,000 Anthony W. Deering/c/ 154 110,000 Donald W. Dick, Jr. 1,271 110,000 David K. Fagin 1,571 112,000 F. Pierce Linaweaver/c/ 170 113,000 Hannes M. Merriman 1,560 110,000 John G. Schreiber/c/ 170 113,000 Hubert D. Vos 1,588 111,000 Paul M. Wythes 1,304 113,000 - ------------------------------------------------------------------------------------------------------------------- Mid-Cap Growth Fund $ Calvin W. Burnett, Ph.D./c/ 698 $110,000 Anthony W. Deering/c/ 698 110,000 Donald W. Dick, Jr. 3,808 110,000 David K. Fagin 6,670 112,000 F. Pierce Linaweaver/c/ 824 113,000 Hannes M. Merriman 6,586 110,000 John G. Schreiber/c/ 824 113,000 Hubert D. Vos 6,790 111,000 Paul M. Wythes 4,067 113,000 - ------------------------------------------------------------------------------------------------------------------- Mid-Cap Value Fund $ Calvin W. Burnett, Ph.D./c/ 135 $110,000 Anthony W. Deering/c/ 135 110,000 Donald W. Dick, Jr. 1,096 110,000 David K. Fagin 1,277 112,000 F. Pierce Linaweaver/c/ 206 113,000 Hannes M. Merriman 1,228 110,000 John G. Schreiber/c/ 206 113,000 Hubert D. Vos 1,259 111,000 Paul M. Wythes 1,173 113,000 - ------------------------------------------------------------------------------------------------------------------- New America Growth Fund $ Calvin W. Burnett, Ph.D./c/ 201 $110,000 Anthony W. Deering/c/ 201 110,000 Donald W. Dick, Jr. 1,544 110,000 David K. Fagin 2,082 112,000 F. Pierce Linaweaver/c/ 230 113,000 Hannes M. Merriman 2,063 110,000 John G. Schreiber/c/ 230 113,000 Hubert D. Vos 2,113 111,000 Paul M. Wythes 1,606 113,000 - ------------------------------------------------------------------------------------------------------------------- New Era Fund $ Calvin W. Burnett, Ph.D./c/ 194 $110,000 Anthony W. Deering/c/ 194 110,000 Donald W. Dick, Jr. 1,465 110,000 David K. Fagin 1,924 112,000 F. Pierce Linaweaver/c/ 215 113,000 Hannes M. Merriman 1,910 110,000 John G. Schreiber/c/ 215 113,000 Hubert D. Vos 1,948 111,000 Paul M. Wythes 1,511 113,000 - ------------------------------------------------------------------------------------------------------------------- New Horizons Fund $ Calvin W. Burnett, Ph.D./c/ 585 $110,000 Anthony W. Deering/c/ 585 110,000 Donald W. Dick, Jr. 3,530 110,000 David K. Fagin 5,742 112,000 F. Pierce Linaweaver/c/ 696 113,000 Hannes M. Merriman 5,668 110,000 John G. Schreiber/c/ 696 113,000 Hubert D. Vos 5,868 111,000 Paul M. Wythes 3,771 113,000 - ------------------------------------------------------------------------------------------------------------------- Real Estate Fund $ Calvin W. Burnett, Ph.D./c/ 99 $110,000 Anthony W. Deering/c/ 99 110,000 Donald W. Dick, Jr. 949 110,000 David K. Fagin 972 112,000 F. Pierce Linaweaver/c/ 101 113,000 Hannes M. Merriman 970 110,000 John G. Schreiber/c/ 101 113,000 Hubert D. Vos 972 111,000 Paul M. Wythes 953 113,000 - ------------------------------------------------------------------------------------------------------------------- Science & Technology Fund $ Calvin W. Burnett, Ph.D./c/ 623 $110,000 Anthony W. Deering/c/ 623 110,000 Donald W. Dick, Jr. 4,163 110,000 David K. Fagin 7,457 112,000 F. Pierce Linaweaver/c/ 793 113,000 Hannes M. Merriman 7,343 110,000 John G. Schreiber/c/ 793 113,000 Hubert D. Vos 7,650 111,000 Paul M. Wythes 4,532 113,000 - ------------------------------------------------------------------------------------------------------------------- Small-Cap Stock Fund $ Calvin W. Burnett, Ph.D./c/ 368 $110,000 Anthony W. Deering/c/ 368 110,000 Donald W. Dick, Jr. 2,177 110,000 David K. Fagin 3,203 112,000 F. Pierce Linaweaver/c/ 427 113,000 Hannes M. Merriman 3,164 110,000 John G. Schreiber/c/ 427 113,000 Hubert D. Vos 3,243 111,000 Paul M. Wythes 2,283 113,000 - ------------------------------------------------------------------------------------------------------------------- Small-Cap Value Fund $ Calvin W. Burnett, Ph.D./c/ 274 $110,000 Anthony W. Deering/c/ 274 110,000 Donald W. Dick, Jr. 1,726 110,000 David K. Fagin 2,397 112,000 F. Pierce Linaweaver/c/ 339 113,000 Hannes M. Merriman 2,353 110,000 John G. Schreiber/c/ 339 113,000 Hubert D. Vos 2,411 111,000 Paul M. Wythes 1,820 113,000 - ------------------------------------------------------------------------------------------------------------------- Total Equity Market Index Fund $ Calvin W. Burnett, Ph.D./c/ 111 $110,000 Anthony W. Deering/c/ 111 110,000 Donald W. Dick, Jr. 1,015 110,000 David K. Fagin 1,094 112,000 F. Pierce Linaweaver/c/ 116 113,000 Hannes M. Merriman 1,090 110,000 John G. Schreiber/c/ 116 113,000 Hubert D. Vos 1,097 111,000 Paul M. Wythes 1,025 113,000 - ------------------------------------------------------------------------------------------------------------------- Value Fund $ Calvin W. Burnett, Ph.D./c/ 213 $110,000 Anthony W. Deering/c/ 213 110,000 Donald W. Dick, Jr. 1,502 110,000 David K. Fagin 1,991 112,000 F. Pierce Linaweaver/c/ 251 113,000 Hannes M. Merriman 1,965 110,000 John G. Schreiber/c/ 251 113,000 Hubert D. Vos 2,004 111,000 Paul M. Wythes 1,560 113,000 - -------------------------------------------------------------------------------------------------------------------
43 44 45 46 47 48 49 (a) Amounts in this column are based on accrued compensation for fiscal year 2001. (b) Amounts in this column are based on compensation received for fiscal year 2001. The T. Rowe Price complex included 97 funds as of December 31, 2001. (c) Newly elected to fund Board as of October 24, 2001. (d) Expenses estimated for the period October 31, 2001 through December 31, 2001. Directors' Holdings in the T. Rowe Price Funds The following table sets forth the T. Rowe Price fund holdings of the independent and inside directors, as of December 31, 2001.
Burnett Deering Dick Fagin Linaweaver Merriman Schreiber Vos Wythes - ----------------------------------------------------------- ---------- Aggregate Holdings, ------------------- $1- over over over over over over over over All Funds $10,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 --------- - -------------------------------------------------------------------------------------------------------------------------- Balanced Fund None None None None $50,001-$100,000 None None None None - -------------------------------------------------------------------------------------------------------------------------- Blue Chip Growth Fund None None $1-$10,0$10,001-$50,000 None over None None None $100,000 - ------------------------------------------------------------------------------------------------------------------------------ Blue Chip Growth None None None None None None None None None Fund-Advisor Class - ----------------------------------------------------------------------------------------------------------------------------------- Blue Chip Growth Portfolio None None None None None None None None None - ----------------------------------------------------------------------------------------------------------------------------------- California Tax-Free Bond None None None None None None None None None Fund - ----------------------------------------------------------------------------------------------------------------------------------- California Tax-Free Money None None None None None None None None None Fund - ----------------------------------------------------------------------------------------------------------------------------------- Capital Appreciation Fund None None over None None $10,001-$50,000 None None None $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ Capital Opportunity Fund None None None None None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ Corporate Income Fund None None None None None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ Developing Technologies None None None None None None None None None Fund - ------------------------------------------------------------------------------------------------------------------------------------ Diversified Small-Cap None None None None None None None None None Growth Fund - ------------------------------------------------------------------------------------------------------------------------------------ Dividend Growth Fund None None None $10,001-$50,000 None $10,001-$50,000 None None None - ------------------------------------------------------------------------------------------------------------------------------------ Emerging Europe & None None None None None None None None None Mediterranean Fund - ------------------------------------------------------------------------------------------------------------------------------------ Emerging Markets Bond Fund None None None None None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ Emerging Markets Stock Fund None None None None None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ Equity Income Fund None None$50,001-$100,$50,001-$100,000 None $50,001-$100,000 None $10,001-$50,00None - ------------------------------------------------------------------------------------------------------------------------------------ Equity Income Fund-Advisor None None None None None None None None Class - ------------------------------------------------------------------------------------------------------------------------------------ Equity Income Portfolio None None None None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ Equity Index 500 Fund None None None None None over $100,000 None None - ------------------------------------------------------------------------------------------------------------------------------------ Equity Index 500 Portfolio None None None None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ European Stock Fund None over $10,001-$50,000 $10,001-$50,000 None None None None $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ Extended Equity Market None None None None None None None None Index Fund - ------------------------------------------------------------------------------------------------------------------------------------ Financial Services Fund None None $10,001-$50,000 None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ Florida Intermediate None None None None None None None None Tax-Free Fund - ------------------------------------------------------------------------------------------------------------------------------------ Georgia Tax-Free Bond Fund None None None None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ Global Stock Fund None None None None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ Global Technology Fund None None None None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ GNMA Fund None None None None None None over None $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ Government Reserve None None None None None None None None Investment Fund - ------------------------------------------------------------------------------------------------------------------------------------ Growth & Income Fund None None $1-$10,000 None None None over No$10, $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ Growth Stock Fund None None $10,001-$50,000 None $10,001-$50,000 None None None - ------------------------------------------------------------------------------------------------------------------------------------ Growth Stock Fund-Advisor None None None None None None None None Class - ------------------------------------------------------------------------------------------------------------------------------------ Health Sciences Fund None None $10,001-$50,000 None None None None $50,001-$100 - ------------------------------------------------------------------------------------------------------------------------------------ Health Sciences Portfolio None None None None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ High Yield Fund $1-$10,000 None $10,001-$50,000 None None None over None $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ High Yield Fund-Advisor None None None None None None None None Class - ------------------------------------------------------------------------------------------------------------------------------------ Institutional Foreign None None None None None None None None Equity Fund - ------------------------------------------------------------------------------------------------------------------------------------ Institutional Large-Cap None None None None None None None None Growth Fund - ------------------------------------------------------------------------------------------------------------------------------------ Institutional Large-Cap None None None None None None None None Value Fund - ------------------------------------------------------------------------------------------------------------------------------------ Institutional Mid-Cap None None None None None None None None Equity Growth Fund - ------------------------------------------------------------------------------------------------------------------------------------ Institutional Small-Cap None None None None None None None None Stock Fund - ------------------------------------------------------------------------------------------------------------------------------------ International Bond Fund None None $50,001-$100,000 None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ International Bond None None None None None None None None Fund-Advisor Class - ------------------------------------------------------------------------------------------------------------------------------------ International Discovery None$50,001-$100,0$10,001-$50,000 None over $100,000 None None None Fund - ------------------------------------------------------------------------------------------------------------------------------------ International Equity Index None None None None None None None No Fund - ------------------------------------------------------------------------------------------------------------------------------------ International Growth & None None None None None None None No Income Fund - ------------------------------------------------------------------------------------------------------------------------------------ International Stock Fund $1-$10,000 over $100,000 None over $100,000 None None None No - ------------------------------------------------------------------------------------------------------------------------------------ International Stock None None None None None None None No Fund-Advisor Class - ------------------------------------------------------------------------------------------------------------------------------------ International Stock None None None None None None None No Portfolio - ------------------------------------------------------------------------------------------------------------------------------------ Japan Fund None None None None None None None No - ------------------------------------------------------------------------------------------------------------------------------------ Latin America Fund None None None None None None None No - ------------------------------------------------------------------------------------------------------------------------------------ Limited-Term Bond Portfolio None None None None None None None No - ------------------------------------------------------------------------------------------------------------------------------------ Maryland Short-Term None None None None None None None No Tax-Free Bond Fund - ------------------------------------------------------------------------------------------------------------------------------------ Maryland Tax-Free Bond Fund None None None None None None None No - ------------------------------------------------------------------------------------------------------------------------------------ Maryland Tax-Free Money None None None None None None None No Fund - ------------------------------------------------------------------------------------------------------------------------------------ Media & Telecommunications None $10,001-$50,000 None None None None None No Fund - ------------------------------------------------------------------------------------------------------------------------------------ Mid-Cap Growth Fund None None $1-$10,000 $10,001-$50,000 None None No$10,001- - ------------------------------------------------------------------------------------------------------------------------------------ Mid-Cap Growth Fund-Advisor None None None None None None None No Class - ------------------------------------------------------------------------------------------------------------------------------------ Mid-Cap Growth Portfolio None None None None None None None No - ------------------------------------------------------------------------------------------------------------------------------------ Mid-Cap Value Fund None None None None None None None No - ------------------------------------------------------------------------------------------------------------------------------------ New America Growth Fund None None None None over $100,000 $10,001-$50,000 None No - ------------------------------------------------------------------------------------------------------------------------------------ New America Growth None None None None None None None No Portfolio - ------------------------------------------------------------------------------------------------------------------------------------ New Asia Fund None None None $10,001-$50,000 None None None No - ------------------------------------------------------------------------------------------------------------------------------------ New Era Fund None None None None None None No$10,001- - ------------------------------------------------------------------------------------------------------------------------------------ New Horizons Fund $1-$10,000 None $10,001-$50,000 $1-$10,000 over $100,000 $10,001-$50,000 No$10,001- - ------------------------------------------------------------------------------------------------------------------------------------ New Income Fund None None $50,001-$100,000 None None None over No $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ New Jersey Tax-Free Bond None None None None None None None No Fund - ------------------------------------------------------------------------------------------------------------------------------------ New York Tax-Free Bond Fund None None None None None None None No - ------------------------------------------------------------------------------------------------------------------------------------ New York Tax-Free Money None None None None None None None No Fund - ------------------------------------------------------------------------------------------------------------------------------------ Personal Strategy Balanced None None None None None None None No Fund - ------------------------------------------------------------------------------------------------------------------------------------ Personal Strategy Balanced None None None None None None None No Portfolio - ------------------------------------------------------------------------------------------------------------------------------------ Personal Strategy Growth None None None None None None None No Fund - ------------------------------------------------------------------------------------------------------------------------------------ Personal Strategy Income None None None None None None None No Fund - ------------------------------------------------------------------------------------------------------------------------------------ Prime Reserve Fund $1-$10,000 None over $100,000 None $1-$10,000 $50,001-$100,0$10,001-$50,0No - ------------------------------------------------------------------------------------------------------------------------------------ Prime Reserve Fund-PLUS None None None None None None None Class - ------------------------------------------------------------------------------------------------------------------------------------ Prime Reserve Portfolio None None None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ Real Estate Fund None None None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ Reserve Investment Fund None None None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ Science & Technology Fund None over $100,000 None None None $10,001-$50,000 No$10,00 - ------------------------------------------------------------------------------------------------------------------------------------ Science & Technology None None None None None None None Fund-Advisor Class - ------------------------------------------------------------------------------------------------------------------------------------ Short-Term Bond Fund None None None $50,001-$100,000 None None over $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ Small-Cap Stock Fund None None $1-$10,000 $10,001-$50,000 None None No$10,00 - ------------------------------------------------------------------------------------------------------------------------------------ Small-Cap Stock None None None None None None None Fund-Advisor Class - ------------------------------------------------------------------------------------------------------------------------------------ Small-Cap Value Fund None None None None None None No$10,00 - ------------------------------------------------------------------------------------------------------------------------------------ Small-Cap Value None None None None None None None Fund-Advisor Class - ------------------------------------------------------------------------------------------------------------------------------------ Spectrum Growth Fund None None None None None over $100,000 None - ------------------------------------------------------------------------------------------------------------------------------------ Spectrum Income Fund None None None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ Spectrum International Fund None None None None None $10,001-$50,000 None - ------------------------------------------------------------------------------------------------------------------------------------ Summit Cash Reserves Fund None None None over $100,000 None None over $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ Summit GNMA Fund None None None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ Summit Municipal Income None None None None None None over Fund $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ Summit Municipal None None None None None None over Intermediate Fund $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ Summit Municipal Money None None None None None $50,001-$100,000 None Market Fund - ------------------------------------------------------------------------------------------------------------------------------------ Tax-Efficient Balanced Fund None None None $50,001-$100,000 None None None - ------------------------------------------------------------------------------------------------------------------------------------ Tax-Efficient Growth Fund None None None $10,001-$50,000 None None None - ------------------------------------------------------------------------------------------------------------------------------------ Tax-Efficient Multi-Cap None None None None None None None Growth Fund - ------------------------------------------------------------------------------------------------------------------------------------ Tax-Exempt Money Fund None None None None None None over $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ Tax-Exempt Money Fund-PLUS None None None None None None None Class - ------------------------------------------------------------------------------------------------------------------------------------ Tax-Free High Yield Fund None None None None None None over $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ Tax-Free Income Fund None None None None None None over $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ Tax-Free Intermediate Bond None None None None None None None Fund - ------------------------------------------------------------------------------------------------------------------------------------ Tax-Free Short-Intermediate None None None None None None None Fund - ------------------------------------------------------------------------------------------------------------------------------------ Total Equity Market Index None None None None None None None Fund - ------------------------------------------------------------------------------------------------------------------------------------ U.S. Bond Index Fund None None None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ U.S. Treasury Intermediate None None over $100,000 None None None over Fund $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ U.S. Treasury Long-Term None None None None None None over Fund $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ U.S. Treasury Money Fund None None None None None None over $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ Value Fund None None $10,001-$50,000 None None $50,001-$100,000 over $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ Value Fund-Advisor Class None None None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ Virginia Tax-Free Bond Fund None None None None None None None - ------------------------------------------------------------------------------------------------------------------------------------
50 51 52 53 54
Kennedy Laporte Riepe Testa - -------------------------------------------------------------------------------------------- Aggregate Holdings, ------------------- All Funds over $100,000 over $100,000 over $100,000 over $100,000 --------- - -------------------------------------------------------------------------------------------- Balanced Fund None None over $100,000 None - -------------------------------------------------------------------------------------------- Blue Chip Growth Fund None None None None - -------------------------------------------------------------------------------------------- Blue Chip Growth None None None None Fund-Advisor Class - -------------------------------------------------------------------------------------------- Blue Chip Growth None None None None Portfolio - -------------------------------------------------------------------------------------------- California Tax-Free None None None None Bond Fund - -------------------------------------------------------------------------------------------- California Tax-Free None None None None Money Fund - -------------------------------------------------------------------------------------------- Capital Appreciation over $100,000 over $100,000 over $100,000 None Fund - -------------------------------------------------------------------------------------------- Capital Opportunity $10,001-$50,000 $50,001-$100,000 None None Fund - -------------------------------------------------------------------------------------------- Corporate Income Fund None None None None - -------------------------------------------------------------------------------------------- Developing None over $100,000 None None Technologies Fund - -------------------------------------------------------------------------------------------- Diversified Small-Cap None None None None Growth Fund - -------------------------------------------------------------------------------------------- Dividend Growth Fund over $100,000 None None None - -------------------------------------------------------------------------------------------- Emerging Europe & None None None None Mediterranean Fund - -------------------------------------------------------------------------------------------- Emerging Markets Bond None None None None Fund - -------------------------------------------------------------------------------------------- Emerging Markets None None None over $100,000 Stock Fund - -------------------------------------------------------------------------------------------- Equity Income Fund $10,001-$50,000 None over $100,000 None - -------------------------------------------------------------------------------------------- Equity Income None None None None Fund-Advisor Class - -------------------------------------------------------------------------------------------- Equity Income None None None None Portfolio - -------------------------------------------------------------------------------------------- Equity Index 500 Fund None None None None - -------------------------------------------------------------------------------------------- Equity Index 500 None None None None Portfolio - -------------------------------------------------------------------------------------------- European Stock Fund None $10,001-$50,000 None None - -------------------------------------------------------------------------------------------- Extended Equity None None None None Market Index Fund - -------------------------------------------------------------------------------------------- Financial Services over $100,000 None None None Fund - -------------------------------------------------------------------------------------------- Florida Intermediate None None None None Tax-Free Fund - -------------------------------------------------------------------------------------------- Georgia Tax-Free Bond None None None None Fund - -------------------------------------------------------------------------------------------- Global Stock Fund None None None None - -------------------------------------------------------------------------------------------- Global Technology None None None None Fund - -------------------------------------------------------------------------------------------- GNMA Fund None None None None - -------------------------------------------------------------------------------------------- Government Reserve None None None None Investment Fund - -------------------------------------------------------------------------------------------- Growth & Income Fund None None over $100,000 None - -------------------------------------------------------------------------------------------- Growth Stock Fund None None None None - -------------------------------------------------------------------------------------------- Growth Stock None None None None Fund-Advisor Class - -------------------------------------------------------------------------------------------- Health Sciences Fund over $100,000 None None over $100,000 - -------------------------------------------------------------------------------------------- Health Sciences None None None None Portfolio - -------------------------------------------------------------------------------------------- High Yield Fund None None over $100,000 None - -------------------------------------------------------------------------------------------- High Yield None None None None Fund-Advisor Class - -------------------------------------------------------------------------------------------- Institutional Foreign None None None None Equity Fund - -------------------------------------------------------------------------------------------- Institutional None None None None Large-Cap Growth Fund - -------------------------------------------------------------------------------------------- Institutional None None None None Large-Cap Value Fund - -------------------------------------------------------------------------------------------- Institutional Mid-Cap None None None None Equity Growth Fund - -------------------------------------------------------------------------------------------- Institutional None None None None Small-Cap Stock Fund - -------------------------------------------------------------------------------------------- International Bond None None None None Fund - -------------------------------------------------------------------------------------------- International Bond None None None None Fund-Advisor Class - -------------------------------------------------------------------------------------------- International $50,001-$100,000 over $100,000 $1-$10,000 over $100,000 Discovery Fund - -------------------------------------------------------------------------------------------- International Equity None None None None Index Fund - -------------------------------------------------------------------------------------------- International Growth None None None None & Income Fund - -------------------------------------------------------------------------------------------- International Stock over $100,000 over $100,000 over $100,000 over $100,000 Fund - -------------------------------------------------------------------------------------------- International Stock None None None None Fund-Advisor Class - -------------------------------------------------------------------------------------------- International Stock None None None None Portfolio - -------------------------------------------------------------------------------------------- Japan Fund None None over $100,000 None - -------------------------------------------------------------------------------------------- Latin America Fund over $100,000 None None None - -------------------------------------------------------------------------------------------- Limited-Term Bond None None None None Portfolio - -------------------------------------------------------------------------------------------- Maryland Short-Term None None None None Tax-Free Bond Fund - -------------------------------------------------------------------------------------------- Maryland Tax-Free None over $100,000 None None Bond Fund - -------------------------------------------------------------------------------------------- Maryland Tax-Free None None None None Money Fund - -------------------------------------------------------------------------------------------- Media & Telecommunications over $100,000 None None None Fund - -------------------------------------------------------------------------------------------- Mid-Cap Growth Fund over $100,000 over $100,000 None over $100,000 - -------------------------------------------------------------------------------------------- Mid-Cap Growth None None None None Fund-Advisor Class - -------------------------------------------------------------------------------------------- Mid-Cap Growth None None None None Portfolio - -------------------------------------------------------------------------------------------- Mid-Cap Value Fund over $100,000 None None None - -------------------------------------------------------------------------------------------- New America Growth None over $100,000 None None Fund - -------------------------------------------------------------------------------------------- New America Growth None None None None Portfolio - -------------------------------------------------------------------------------------------- New Asia Fund over $100,000 over $100,000 $1-$10,000 None - -------------------------------------------------------------------------------------------- New Era Fund over $100,000 None None None - -------------------------------------------------------------------------------------------- New Horizons Fund None over $100,000 None over $100,000 - -------------------------------------------------------------------------------------------- New Income Fund None $10,001-$50,000 None None - -------------------------------------------------------------------------------------------- New Jersey Tax-Free None None None None Bond Fund - -------------------------------------------------------------------------------------------- New York Tax-Free None None None None Bond Fund - -------------------------------------------------------------------------------------------- New York Tax-Free None None None None Money Fund - -------------------------------------------------------------------------------------------- Personal Strategy None None None None Balanced Fund - -------------------------------------------------------------------------------------------- Personal Strategy None None None None Balanced Portfolio - -------------------------------------------------------------------------------------------- Personal Strategy None None None None Growth Fund - -------------------------------------------------------------------------------------------- Personal Strategy None None None None Income Fund - -------------------------------------------------------------------------------------------- Prime Reserve Fund over $100,000 $10,001-$50,000 over $100,000 $10,001-$50,000 - -------------------------------------------------------------------------------------------- Prime Reserve None None None None Fund-PLUS Class - -------------------------------------------------------------------------------------------- Prime Reserve None None None None Portfolio - -------------------------------------------------------------------------------------------- Real Estate Fund None None None None - -------------------------------------------------------------------------------------------- Reserve Investment None None None None Fund - -------------------------------------------------------------------------------------------- Science & Technology None over $100,000 over $100,000 None Fund - -------------------------------------------------------------------------------------------- Science & Technology None None None None Fund-Advisor Class - -------------------------------------------------------------------------------------------- Short-Term Bond Fund None None over $100,000 None - -------------------------------------------------------------------------------------------- Small-Cap Stock Fund over $100,000 None None None - -------------------------------------------------------------------------------------------- Small-Cap Stock None None None None Fund-Advisor Class - -------------------------------------------------------------------------------------------- Small-Cap Value Fund None None over $100,000 over $100,000 - -------------------------------------------------------------------------------------------- Small-Cap Value None None None None Fund-Advisor Class - -------------------------------------------------------------------------------------------- Spectrum Growth Fund None None None None - -------------------------------------------------------------------------------------------- Spectrum Income Fund None None None None - -------------------------------------------------------------------------------------------- Spectrum None None None None International Fund - -------------------------------------------------------------------------------------------- Summit Cash Reserves over $100,000 over $100,000 over $100,000 over $100,000 Fund - -------------------------------------------------------------------------------------------- Summit GNMA Fund None None None None - -------------------------------------------------------------------------------------------- Summit Municipal None None None None Income Fund - -------------------------------------------------------------------------------------------- Summit Municipal None None None over $100,000 Intermediate Fund - -------------------------------------------------------------------------------------------- Summit Municipal over $100,000 None over $100,000 None Money Market Fund - -------------------------------------------------------------------------------------------- Tax-Efficient None None None None Balanced Fund - -------------------------------------------------------------------------------------------- Tax-Efficient Growth None None None None Fund - -------------------------------------------------------------------------------------------- Tax-Efficient None None None None Multi-Cap Growth Fund - -------------------------------------------------------------------------------------------- Tax-Exempt Money Fund over $100,000 None None None - -------------------------------------------------------------------------------------------- Tax-Exempt Money None None None None Fund-PLUS Class - -------------------------------------------------------------------------------------------- Tax-Free High Yield None None None None Fund - -------------------------------------------------------------------------------------------- Tax-Free Income Fund None None None $10,001-$50,000 - -------------------------------------------------------------------------------------------- Tax-Free Intermediate None None None None Bond Fund - -------------------------------------------------------------------------------------------- Tax-Free Short-Intermediate None None over $100,000 None Fund - -------------------------------------------------------------------------------------------- Total Equity Market None None over $100,000 None Index Fund - -------------------------------------------------------------------------------------------- U.S. Bond Index Fund None None None None - -------------------------------------------------------------------------------------------- U.S. Treasury None None None None Intermediate Fund - -------------------------------------------------------------------------------------------- U.S. Treasury None None None None Long-Term Fund - -------------------------------------------------------------------------------------------- U.S. Treasury Money None None None None Fund - -------------------------------------------------------------------------------------------- Value Fund over $100,000 over $100,000 over $100,000 over $100,000 - -------------------------------------------------------------------------------------------- Value Fund-Advisor None None None None Class - -------------------------------------------------------------------------------------------- Virginia Tax-Free None None None None Bond Fund - --------------------------------------------------------------------------------------------
55 56 57 PRINCIPAL HOLDERS OF SECURITIES ------------------------------------------------------------------------------- As of March 28, 2002, the officers and directors of the fund, as a group, owned less than 1% of the outstanding shares of the fund. As of March 28, 2002, the following shareholders of record owned more than 5% of the outstanding shares of any share class of the fund: Balanced (54.16%), Capital Appreciation (20.27%), Equity Income (25.08%), Extended Equity Market Index (17.50%), Growth & Income (26.22%), Growth Stock (23.60%), New America Growth (32.62%), New Era (5.54%), New Horizons (30.76%), Science & Technology (20.86%), and Small-Cap Value Funds (20.59%): T. Rowe Price Trust Company, Inc./a/, Attn.: TRPS Institutional Control Department, P.O. Box 17215, Baltimore, Maryland 21297-1215; /a/ T. Rowe Price Trust Company is a wholly owned subsidiary of T. Rowe Price Associates, Inc., which is a wholly owned subsidiary of T. Rowe Price Group, Inc., each a Maryland corporation. T. Rowe Price Trust Company is not the beneficial owner of these shares. Such shares are held of record by T. Rowe Price Trust Company and are voted by various retirement plans and retirement participants. Blue Chip Growth Fund (40.59%): T. Rowe Price Retirement Plan Services/b/ TR Blue Chip Growth Fund, Attn.: Asset Reconciliations, P.O. Box 17215, Baltimore, Maryland 21297-1215; /b/ T. Rowe Price Retirement Plan Services is a wholly owned subsidiary of T. Rowe Price Associates, Inc., which is a wholly owned subsidiary of T. Rowe Price Group, Inc., each a Maryland corporation. T. Rowe Price Retirement Plan Services is not the beneficial owner of these shares. Such shares are held of record by T. Rowe Price Retirement Plan Services and are voted by various retirement plans and retirement participants. Capital Appreciation (6.98%), Financial Services (6.81%), Mid-Cap Growth (8.22%), New Era (6.86%), and Small-Cap Value Funds (5.52%): Charles Schwab & Co. Inc., Reinvest Account, Attn.: Mutual Fund Department, 101 Montgomery Street, San Francisco, California 94104-4122; Capital Opportunity (5.75%) and Value Funds (22.41%): T. Rowe Price Trust Company, Inc., Attn.: Installation Team for TRPS Institutional Control Department, P.O. Box 17125, Baltimore, Maryland 21297-1125; Developing Technologies Fund (10.55%): Trustees of T. Rowe Price, 401k Plus Plan, Attn.: Financial Reporting Department, P.O. Box 89000, Baltimore, Maryland 21289-0001; Dividend Growth Fund (17.47%): T. Rowe Price Trust Company, Inc., Dividend Growth Fund (DGF), Attn.: Asset Reconciliation, P.O. Box 17215, Baltimore, Maryland 21297-1215; Equity Index 500 Fund (40.63%): T. Rowe Price Trust Company, Inc., Attn.: RPS Control Department, 10090 Red Run Boulevard, Owings Mills, Maryland 21117-4842; Growth & Income (13.37%), New Era (5.10%), New Horizons (10.25%), and Mid-Cap Value Funds (24.33%): Pirateline & Company, T. Rowe Price Associates, Attn.: Fund Accounting Department, 100 East Pratt Street, Baltimore, Maryland 21202-1009; Institutional Large-Cap Growth Fund (100.00%): T. Rowe Price Associates/c/, Attn.: Financial Reporting Department, 100 East Pratt Street, Baltimore, Maryland 21202-1009; /c/ T. Rowe Price Associates is a wholly owned subsidiary of T. Rowe Price Group, Inc., each a Maryland corporation. Securities owned by T. Rowe Price Associates are the result of its contribution to the fund at the fund's inception in order to provide the fund with sufficient capital to invest in accordance with its investment program. At the level of ownership indicated, T. Rowe Price Associates would be able to determine the outcome of most issues that were submitted to shareholders for vote. Institutional Large-Cap Value Fund (100.00%): T. Rowe Price Finance Inc./d/, 802 West Street, Suite 301, Wilmington, Delaware 19801-1526; 58 /d/ T. Rowe Price Finance is a wholly owned subsidiary of T. Rowe Price Associates, Inc., which is a wholly owned subsidiary of T. Rowe Price Group, Inc., each a Maryland corporation. Securities owned by T. Rowe Price Finance are the result of its contribution to the fund at the fund's inception in order to provide the fund with sufficient capital to invest in accordance with its investment program. At the level of ownership indicated, T. Rowe Price Finance would be able to determine the outcome of most issues that were submitted to shareholders for vote. Institutional Mid-Cap Equity Growth Fund: Atlantic Trust Company NA (8.74%), Attn.: Kathy Trull, 100 Federal Street, 37th Floor, Boston, Massachusetts 02110-1802; Atlantic Trust Company NA (11.49%), Attn.: Kathy Trull, 100 Federal Street, 37th Floor, Boston, Massachusetts 02110-1802; Stichting Pensioenfonds (8.05%), Van de Koninklijke Nedlloyd, P.O. Box 1982, 3000 B Z Rotterdam, The Netherlands; CIBC World Markets Agt. for CIBC (5.17%), Mellon Trust Co. TR Nexfor Master Investment Trust Funds, 161 Bay Street, P.O. Box 500, Toronto, Ontario Canada M5J2S8; Band & Company (5.19%), c/o Firstar Bank, P.O. Box 1787, Milwaukee, Wisconsin 53201-1787; Institutional Small-Cap Stock Fund: Burlington Resources Inc. (5.19%), 5051 Westheimer Road, Suite 1400, Houston, Texas 77056-5686; Brookline Contributory Retirement Systems (5.88%), 333 Washington Street, Brookline, Massachusetts 02445-6853; Northern Trust Co. TR Illinois Tool Works Pension Trust U/A DTD 1/ 8/90 (14.52%), Attn.: Robert T. Callahan, 3600 West Lake Avenue, Glenview, Illinois 60025-1215; Deutsche Trust Bank Limited FBO Tokkin Fund No. 5064 (12.94%), Sanno Park Tower 2-11-1, Nagatacho Chiyoda KU, Tokyo, Japan 100-6172; Sigler & Co. Cust, Smithsonian Institution (20.60%), Chase Manhattan Bank, Mark R. Pensec, AVP, 4 New York Plaza 2nd Floor, New York, New York 10004-2413; Media & Telecommunications Fund (6.57%): T. Rowe Price Trust Company, Inc., Media & Telecommunications Fund, DST #121, P.O. Box 17215, Baltimore, Maryland 21297-1215; Mid-Cap Growth Fund (18.02%): T. Rowe Price Trust Company, Inc., Attn.: Asset Reconciliations, P.O. Box 17215, Baltimore, Maryland 21297-1215; Mid-Cap Value Fund: National Financial Services for the Exclusive Benefit of Our Customers (6.58%), 200 Liberty, One Financial Center 5th Floor, New York, New York 10281-1003; New America Growth Fund (8.80%): Wilmington Trust Co. TR, FBO Continental Airlines Inc., DCP Plan A/C #49277-0, c/o Mutual Funds, P.O. Box 8971, Wilmington, Delaware 19899-8971; Real Estate Fund (11.05%): T. Rowe Price Retirement Plan Services, Inc., Kimley-Horn Retirement Savings PL, Plan #105315, NB-Custom Blended Fund #122 REF, P.O. Box 17215, Baltimore, Maryland 21297-1215; Small-Cap Stock Fund: T. Rowe Price Trust Company, Inc. (18.16%), T. Rowe Price OTC Fund, Attn.: RPS Control Department, P.O. Box 17215, Baltimore, Maryland 21297-1215; Norwest Bank Company NA TR FBO State of Minnesota Deferred Compensation Plan, Minnesota State Deferred Compensation Plan Trust (7.57%), c/o Great West Life Recordkeeper, 8515 East Orchard Road, Attn.: 2T2, Englewood, Colorado 80111-5037. INVESTMENT MANAGEMENT SERVICES ------------------------------------------------------------------------------- Services Under the Management Agreement, T. Rowe Price provides the fund with discretionary investment services. Specifically, T. Rowe Price is responsible for supervising and directing the investments of the fund in accordance with the fund's investment objectives, program, and restrictions as provided in its prospectus and this Statement of Additional Information. T. Rowe Price is also responsible for effecting all security transactions on behalf of the fund, including the negotiation of commissions and the allocation of principal business and portfolio brokerage. . In addition to these services, T. Rowe Price provides the fund with certain corporate administrative services, including: maintaining the fund's corporate existence and corporate records; registering and qualifying fund shares under federal laws; monitoring the financial, accounting, and administrative functions of the fund; maintaining liaison with the agents employed by the fund such as the 59 fund's custodian and transfer agent; assisting the fund in the coordination of such agents' activities; and permitting T. Rowe Price's employees to serve as officers, directors, and committee members of the fund without cost to the fund. The Management Agreement also provides that T. Rowe Price, its directors, officers, employees, and certain other persons performing specific functions for the fund will only be liable to the fund for losses resulting from willful misfeasance, bad faith, gross negligence, or reckless disregard of duty. Approval of Management Agreements The Management Agreements of the funds are reviewed each year by the funds' Boards of Directors to determine whether the agreements should be renewed for a one-year period or not. Renewal of the agreements requires the majority vote of the Board of Directors, including a majority of the independent directors. Each fund board consists of a majority of independent directors. In approving the continuation of the investment management agreements for each fund for the current year, the Board reviewed reports prepared by T. Rowe Price, materials provided by fund counsel and counsel to the independent directors, as well as other information. The Board considered the nature and quality of the investment management services provided to the fund by T. Rowe Price under the investment management agreements and the personnel who provide these services, including the historical performance of the fund compared to its benchmark index and its peer group of similar investment companies. In addition, the Board considered other services provided to the fund by T. Rowe Price and its affiliates, such as administrative services, shareholder services, fund accounting, assistance in meeting legal and regulatory requirements, and other services necessary for the fund's operation. The Board considered the fees paid to T. Rowe Price for investment management services, as well as compensation paid to T. Rowe Price or its affiliates for other non-advisory services provided to the fund. In connection with its review of the fees paid to T. Rowe Price and its affiliates, the Board reviewed information provided by Lipper Inc. comparing the fund's advisory fee rate and overall expense ratio with those of comparable funds. Where applicable, the Board considered that the fund's advisory fee structure reflects breakpoints, which permit fee reductions resulting from economies of scale. Additionally and where applicable, the Board considered the contractual fee waivers and expense reimbursements agreed to by T. Rowe Price. The Board also considered the costs incurred and the benefits received by T. Rowe Price and its affiliates, including the profitability of T. Rowe Price from providing advisory services to the fund. In reviewing data concerning the profitability of T. Rowe Price, the Board examined, among other components, the cost allocation methodology utilized in the presentation. In addition, the Board considered other potential benefits to T. Rowe Price, such as the research services T. Rowe Price receives from brokers in return for allocating fund brokerage in a "soft dollar" arrangement. Based on the information reviewed and the discussions, the Board concluded that it was satisfied with the nature and quality of the services provided by T. Rowe Price to the fund and that the management fee rate was reasonable in relation to such services. The independent directors of the fund were assisted by independent legal counsel in their deliberations. All funds except Equity Index 500, Extended Equity Market Index, Total Equity Market Index, Institutional Large-Cap Growth, Institutional Large-Cap Value, Institutional Mid-Cap Equity Growth, and Institutional Small-Cap Stock Funds Management Fee The fund pays a fee ("Fee") which consists of two components: a Group Management Fee ("Group Fee") and an Individual Fund Fee ("Fund Fee"). The Fee is paid monthly to T. Rowe Price on the first business day of the next succeeding calendar month and is calculated as described next. The monthly Group Fee ("Monthly Group Fee") is the sum of the daily Group Fee accruals ("Daily Group Fee Accruals") for each month. The Daily Group Fee Accrual for any particular day is computed by multiplying the Price Funds' group fee accrual as determined below ("Daily Price Funds' Group Fee 60 Accrual") by the ratio of the Price Fund's net assets for that day to the sum of the aggregate net assets of the Price Funds for that day. The Daily Price Funds' Group Fee Accrual for any particular day is calculated by multiplying the fraction of one (1) over the number of calendar days in the year by the annualized Daily Price Funds' Group Fee Accrual for that day as determined in accordance with the following schedule:
0.480% First $1 billion 0.360% Next $2 billion 0.310% Next $16 billion ------------------------------------------------------------------------------ 0.450% Next $1 billion 0.350% Next $2 billion 0.305% Next $30 billion ------------------------------------------------------------------------------ 0.420% Next $1 billion 0.340% Next $5 billion 0.300% Next $40 billion ------------------------------------------------------------------------------ 0.390% Next $1 billion 0.330% Next $10 billion 0.295% Thereafter ------------------------------------------------------------------------------ 0.370% Next $1 billion 0.320% Next $10 billion
For the purpose of calculating the Group Fee, the Price Funds include all the mutual funds distributed by Investment Services (excluding the T. Rowe Price Spectrum Funds, and any institutional, index, or private label mutual funds). For the purpose of calculating the Daily Price Funds' Group Fee Accrual for any particular day, the net assets of each Price Fund are determined in accordance with the fund's prospectus as of the close of business on the previous business day on which the fund was open for business. The monthly Fund Fee ("Monthly Fund Fee") is the sum of the daily Fund Fee accruals ("Daily Fund Fee Accruals") for each month. The Daily Fund Fee Accrual for any particular day is computed by multiplying the fraction of one (1) over the number of calendar days in the year by the individual Fund Fee Rate and multiplying this product by the net assets of the fund for that day, as determined in accordance with the fund's prospectus as of the close of business on the previous business day on which the fund was open for business. The individual fund fees are listed in the following chart:
Balanced Fund 0.15% Blue Chip Growth Fund 0.30% Capital Appreciation Fund 0.30% Capital Opportunity Fund 0.35% Developing Technologies Fund 0.60% Diversified Small-Cap Growth Fund 0.35% Dividend Growth Fund 0.20% Equity Income Fund 0.25% Financial Services Fund 0.35% Global Technology Fund 0.45% Growth & Income Fund 0.25% Growth Stock Fund 0.25% Health Sciences Fund 0.35% Media & Telecommunications Fund 0.35% Mid-Cap Growth Fund 0.35% Mid-Cap Value Fund 0.35% New America Growth Fund 0.35% New Era Fund 0.25% New Horizons Fund 0.35% Real Estate Fund 0.30% Science & Technology Fund 0.35% Small-Cap Stock Fund 0.45% Small-Cap Value Fund 0.35% Value Fund 0.35%
61 Equity Index 500 Fund The fund pays T. Rowe Price an annual investment management fee in monthly installments of 0.15% of the average daily net asset value of the fund. Extended Equity Market Index and Total Equity Market Index Funds The Management Agreement between each fund and T. Rowe Price provides that each fund pays T. Rowe Price an annual fee of 0.40%. The agreement also provides that T. Rowe Price will pay all expenses of each fund's operations, except interest, taxes, brokerage commissions, and other charges incident to the purchase, sale, or lending of the fund's portfolio securities, directors' fees, and expenses (including counsel fees and expenses) and such non-recurring or extraordinary expenses that may arise, including the costs of actions, suits, or proceedings to which the fund is a party and the expenses the fund may incur as a result of its obligation to provide indemnification to its officers, directors, and agents. However, the Board of Directors for the funds reserves the right to impose additional fees against shareholder accounts to defray expenses which would otherwise be paid by T. Rowe Price under the management agreement. The Board does not anticipate levying such charges; such a fee, if charged, may be retained by the fund or paid to T. Rowe Price. Institutional Large-Cap Growth Fund The fund pays T. Rowe Price an annual investment management fee in monthly installments of 0.55% of the average daily net asset value of the fund. Institutional Large-Cap Value Fund The fund pays T. Rowe Price an annual investment management fee in monthly installments of 0.55% of the average daily net asset value of the fund. Institutional Mid-Cap Equity Growth Fund The fund pays T. Rowe Price an annual investment management fee in monthly installments of 0.60% of the average daily net asset value of the fund. Institutional Small-Cap Stock Fund The fund pays T. Rowe Price an annual investment management fee in monthly installments of 0.65% of the average daily net asset value of the fund. Expense Limitations and Reimbursements The following chart sets forth expense ratio limitations and the periods for which they are effective. For each, T. Rowe Price has agreed to bear any fund expenses (other than interest, taxes, brokerage, and other expenditures that are capitalized in accordance with generally accepted accounting principles and extraordinary expenses) which would cause the fund's ratio of expenses to average net assets to exceed the indicated percentage limitation. . (The expense limitation for the Advisor Class relates to operating expenses other than management fees and certain other portfolio level expenses such as fees for custody, outside directors, and auditors.) The expenses borne by T. Rowe Price are subject to reimbursement by the fund through the indicated reimbursement date, provided no reimbursement will be made if it would result in the fund's expense ratio exceeding its applicable limitation. .
Expense Reimbursement Fund Limitation Period ------- ------------- ---- ----------------- Ratio Date - ----------------------------------------------------------------------------------------------- ----- ---- Limitation ---------- ------------------------------- January 1, 2002 - Blue Chip Growth Fund-Advisor Class December 31, 2003 December 31, 2005 August 31, 2000 - Developing Technologies December 31, 2002 1.50% December 31, 2004 May 1, 2002 - April Diversified Small-Cap Growth(a) 30, 2004 April 30, 2006 January 1, 2002 - Equity Income Fund-Advisor Class(b) December 31, 2003 December 31, 2005 January 1, 2001 - Equity Index 500(c) December 31, 2003 December 31, 2005 September 29, 2000 - Global Technology December 31, 2002 1.50% December 31, 2004 January 1, 2002 - Growth Stock Fund-Advisor Class December 31, 2003 December 31, 2005 Institutional Large-Cap Growth October 31, 2001 - December 31, 2004 December 31, 2002 - ------------------------------------------------------------------------------------------------------------------------------ January 1, 2002 - Institutional Large-Cap Value(d) December 31, 2003 December 31, 2005 January 1, 2002 - Institutional Small-Cap Stock(e) December 31, 2003 December 31, 2005 January 1, 2002 - Mid-Cap Growth Fund-Advisor Class(f) December 31, 2003 December 31, 2005 January 1, 2002 - Real Estate(g) December 31, 2003 December 31, 2005 January 1, 2002 - Science & Technology Fund-Advisor Class(h) December 31, 2003 December 31, 2005 January 1, 2002 - Small-Cap Stock Fund-Advisor Class(i) December 31, 2003 December 31, 2005 January 1, 2002 - Small-Cap Value Fund-Advisor Class(j) December 31, 2003 December 31, 2005 Value Fund-Advisor Class(k) January 1, 2002 - December 31, 2005 December 31, 2003 - ------------------------------------------------------------------------------------------------------------------------------
62 (a) The Diversified Small-Cap Growth Fund previously operated under a 1.25% limitation that expired December 31, 2000. The reimbursement period for this limitation extends through December 31, 2002. (b) The Equity Income Fund-Advisor Class previously operated under a 1.00% limitation that expired December 31, 2001. The reimbursement period for this limitation extends through December 31, 2003. (c) The Equity Index 500 Fund previously operated under a 0.35% limitation that expired December 31, 2000. The reimbursement period for this limitation extends through December 31, 2002. (d) The Institutional Large-Cap Value Fund previously operated under a 0.65% limitation that expired December 31, 2001. The reimbursement period for this limitation extends through December 31, 2003. (e) The Institutional Small-Cap Stock Fund previously operated under a 0.75% limitation that expired December 31, 2001. The reimbursement period for this limitation extends through December 31, 2003. (f) The Mid-Cap Growth Fund-Advisor Class previously operated under a 1.10% limitation that expired December 31, 2001. The reimbursement period for this limitation extends through December 31, 2003. (g) The Real Estate Fund previously operated under a 1.00% limitation that expired December 31, 2001. The reimbursement period for this limitation extends through December 31, 2003. (h) The Science & Technology Fund-Advisor Class previously operated under a 1.15% limitation that expired December 31, 2001. The reimbursement period for this limitation extends through December 31, 2003. (i) The Small-Cap Stock Fund-Advisor Class previously operated under a 1.20% limitation that expired December 31, 2001. The reimbursement period for this limitation extends through December 31, 2003. (j) The Small-Cap Value Fund-Advisor Class previously operated under a 1.15% limitation that expired December 31, 2001. The reimbursement period for this limitation extends through December 31, 2003. (k) The Value Fund-Advisor Class previously operated under a 1.10% limitation that expired December 31, 2001. The reimbursement period for this limitation extends through December 31, 2003. Each of the above-referenced fund's Management Agreement also provides that one or more additional expense limitation periods (of the same or different time periods) may be implemented after the expiration of the current expense limitation, and that with respect to any such additional limitation period, the fund may reimburse T. Rowe Price, provided the reimbursement does not result in the fund's aggregate expenses exceeding the additional expense limitation. Pursuant to the Developing Technologies Fund's current expense limitation, $122,000 of management fees were not accrued by the fund for the period ended December 31, 2001. At December 31, 2001, unaccrued fees and other expenses in the amount of $199,000 remain subject to reimbursement by the fund through December 31, 2004. Pursuant to the Diversified Small-Cap Growth Fund's previous expense limitation, $114,000 of unaccrued fees remain subject to reimbursement by the fund through December 31, 2002. 63 Pursuant to the Equity Index 500 Fund's previous expense limitation, $1,822,000 of management fees were not accrued by the fund for the year ended December 31, 2001. At December 31, 2001, unaccrued fees in the amount of $1,822,000 remain subject to reimbursement by the fund through December 31, 2003. Pursuant to the Global Technology Fund's current expense limitation, $185,000 of management fees were not accrued by the fund for the year ended December 31, 2001. Pursuant to the Institutional Large-Cap Growth Fund's current expense limitation, $2,000 of management fees were not accrued by the fund for the period ended December 31, 2001, and $15,000 of other fund expenses were borne by the manager. At December 31, 2001, unaccrued fees and other expenses in the amount of $17,000 remain subject to reimbursement by the fund through December 31, 2004. Pursuant to the Institutional Large-Cap Value Fund's current expense limitation, $13,000 of management fees were not accrued by the fund for the period ended December 31, 2001, and $89,000 of other fund expenses were borne by the manager. At December 31, 2001, unaccrued fees and other expenses in the amount of $179,000 remain subject to reimbursement by the fund through December 31, 2003. Pursuant to the Institutional Small-Cap Stock Fund's current expense limitation, $76,000 of previously unaccrued management fees were accrued as expenses of the fund for the period ended December 31, 2001. Pursuant to the Real Estate Fund's current expense limitation, $140,000 of management fees were not accrued by the fund for the year ended December 31, 2001. At December 31, 2001, unaccrued fees and other expenses in the amount of $284,000 remain subject to reimbursement by the fund through December 31, 2003. Management Fee Compensation The following chart sets forth the total management fees, if any, paid to T. Rowe Price by each fund, during the last three fiscal years:
Fund 2001 2000 1999 ---- ---- ---- ---- Balanced $ 8,542,000 $ 9,675,000 $ 9,154,000 Blue Chip Growth* 41,035,000 45,037,000 34,536,000 Capital Appreciation 7,570,000 4,963,000 5,793,000 Capital Opportunity 559,000 686,000 763,000 Developing Technologies 62,000 (b) (a) Diversified Small-Cap Growth 480,000 679,000 292,000 Dividend Growth 3,676,000 4,010,000 6,522,000 Equity Income* 57,395,000 58,470,000 75,676,000 Equity Index 500 3,554,000 6,234,000 8,301,000 Extended Equity Market Index** 300,000 354,000 131,000 Financial Services 2,122,000 1,388,000 1,266,000 Global Technology 569,000 274,000 (a) Growth & Income 14,691,000 18,013,000 20,605,000 Growth Stock* 27,400,000 33,072,000 29,222,000 Health Sciences 5,675,000 4,403,000 2,038,000 Institutional Large-Cap Growth (b) (a) (a) Institutional Large-Cap Value (b) (b) (a) Institutional Mid-Cap Equity Growth 1,704,000 1,896,000 1,238,000 Institutional Small-Cap Stock 1,624,000 432,000 (a) Media & Telecommunications 4,885,000 7,174,000 3,144,000 Mid-Cap Growth* 42,179,000 39,493,000 27,412,000 Mid-Cap Value 2,445,000 1,495,000 1,427,000 - --------------------------------------------------------------------------------------------------------- New America Growth 8,612,000 11,988,000 13,511,000 New Era 6,414,000 6,223,000 6,131,000 New Horizons 36,074,000 45,642,000 33,020,000 Real Estate 207,000 589,000 (b) Science & Technology* 46,472,000 89,979,000 47,361,000 Small-Cap Stock* 20,306,000 15,623,000 10,276,000 Small-Cap Value* 11,370,000 8,294,000 9,213,000 Total Equity Market Index** 766,000 863,000 512,000 Value* 8,231,000 5,644,000 5,699,000 - ---------------------------------------------------------------------------------------------------------
64 (a) Prior to commencement of operations. (b) Due to the fund's expense limitation in effect at that time, no management fees were paid by the fund to T. Rowe Price. * The fund has two classes of shares. The management fee is allocated to each class based on relative net assets. ** All-inclusive fee including Investment Management Fees and Administrative Expenses. Blue Chip Growth, Equity Income, Growth & Income, Growth Stock, Mid-Cap Value, New Era, and New Horizons Funds T. Rowe Price Spectrum Fund, Inc. The funds listed above are a party to a Special Servicing Agreement ("Agreement") between and among T. Rowe Price Spectrum Fund, Inc. ("Spectrum Fund"), T. Rowe Price, and various other T. Rowe Price funds which, along with such fund, are funds in which Spectrum Fund invests (collectively all such funds "Underlying Price Funds"). Each Agreement provides that, if the Board of Directors of any underlying Price fund determines that such underlying fund's share of the aggregate expenses of Spectrum Fund is less than the estimated savings to the underlying Price fund from the operation of Spectrum Fund, the underlying Price fund will bear those expenses in proportion to the average daily value of its shares owned by Spectrum Fund, provided further that no underlying Price fund will bear such expenses in excess of the estimated savings to it. Such savings are expected to result primarily from the elimination of numerous separate shareholder accounts which are or would have been invested directly in the underlying Price funds and the resulting reduction in shareholder servicing costs. Although such cost savings are not certain, the estimated savings to the underlying Price funds generated by the operation of Spectrum Fund are expected to be sufficient to offset most, if not all, of the expenses incurred by Spectrum Fund. All funds except Extended Equity Market Index and Total Equity Market Index Funds Management Related Services As noted above, the Management Agreement spells out the expenses to be paid by the fund. In addition to the Management Fee, the fund pays for the following: shareholder service expenses; custodial, accounting, legal, and audit fees; costs of preparing and printing prospectuses and reports sent to shareholders; registration fees and expenses; proxy and annual meeting expenses (if any); and director fees and expenses. T. Rowe Price Services, Inc., a wholly owned subsidiary of T. Rowe Price, acts as the fund's transfer and dividend disbursing agent and provides shareholder and administrative services. Services for certain types of retirement plans are provided by T. Rowe Price Retirement Plan Services, Inc., also a wholly owned subsidiary. The address for each is 100 East Pratt Street, Baltimore, MD 21202. Additionally, T. Rowe Price, under a separate agreement with the fund, provides accounting services to the fund. The funds paid the expenses shown in the following table for the fiscal year ended December 31, 2001, to T. Rowe Price and its affiliates. 65
Transfer Agent and Retirement Accounting Fund Shareholder Services Subaccounting Services ---- -------------------- Services -------- -------- $ 812,000 $ 86,000 Balanced $ 4,385,000 6,167,000 76,000 Blue Chip Growth 10,809,000 Blue Chip Growth Fund-Advisor Class 1,000 0 3,000 900,000 64,000 Capital Appreciation 1,310,000 218,000 64,000 Capital Opportunity 32,000 64,000 Developing Technologies 70,000 (*) 250,000 64,000 Diversified Small-Cap Growth 1,000 988,000 64,000 Dividend Growth 532,000 7,516,000 99,000 Equity Income 11,264,000 Equity Income Fund-Advisor Class 3,000 0 (*) 3,570,000 65,000 Equity Index 500 3,500,000 174,000 65,000 Extended Equity Market Index 58,000 528,000 64,000 Financial Services 59,000 497,000 84,000 Global Technology (*) 2,360,000 84,000 Growth & Income 2,648,000 3,087,000 104,000 Growth Stock 4,560,000 1,817,000 64,000 Health Sciences 220,000 Institutional Large-Cap Growth (*) 0 11,000 Institutional Large-Cap Value 1,000 0 64,000 Institutional Mid-Cap Equity Growth 1,000 0 64,000 Institutional Small-Cap Stock 2,000 0 64,000 1,795,000 64,000 Media & Telecommunications 196,000 Mid-Cap Growth 3,627,000 5,621,000 80,000 - ------------------------------ Mid-Cap Growth Fund-Advisor Class 3,000 0 (*) 740,000 64,000 Mid-Cap Value 58,000 1,185,000 64,000 New America Growth 1,950,000 930,000 64,000 New Era 254,000 3,634,000 84,000 New Horizons 6,604,000 139,000 64,000 Real Estate 9,000 9,908,000 72,000 Science & Technology 5,137,000 Science & Technology Fund-Advisor Class 1,000 0 7,000 1,379,000 98,000 Small-Cap Stock 2,239,000 Small-Cap Stock Fund-Advisor Class 4,000 0 1,000 1,071,000 79,000 Small-Cap Value 1,741,000 Small-Cap Value Fund-Advisor Class 1,000 0 (*) 399,000 64,000 Total Equity Market Index 12,000 1,066,000 79,000 Value 1,365,000 Value Fund-Advisor Class 1,000 0 (*) - -------------------------------------------------------------------------------
66 (*) Less than $1,000. SERVICES BY OUTSIDE PARTIES ------------------------------------------------------------------------------- The shares of some fund shareholders are held in omnibus accounts maintained by various third parties, including retirement plan sponsors, insurance companies, banks, and broker-dealers. The fund has adopted an administrative fee payment ("AFP") program that authorizes the fund to make payments to these third parties. The payments are made for transfer agent, recordkeeping, and other administrative services provided by, or on behalf of, the third parties with respect to such shareholders and the omnibus accounts. Under the AFP program, the funds paid the amounts set forth below to various third parties in calendar year 2001.
$ 146,413 Balanced Fund 750,963 Blue Chip Growth Fund Capital Appreciation Fund 52,598 - --------------------------------------------- 1,207 Capital Opportunity Fund 4,474 Dividend Growth Fund 711,597 Equity Income Fund 108,344 Equity Index 500 Fund 9,513 Financial Services Fund 71,544 Growth & Income Fund 97,325 Growth Stock Fund 30,863 Health Sciences Fund 504 Media & Telecommunications Fund 1,602,030 Mid-Cap Growth Fund 8,268 Mid-Cap Value Fund 115,482 New America Growth Fund 38,459 New Era Fund 914,498 New Horizons Fund 525,912 Science & Technology Fund 668,769 Small-Cap Stock Fund 197,468 Small-Cap Value Fund 50,018 Value Fund
67 Each Advisor Class has adopted an Advisor Class administrative fee payment program ("Advisor Class AFP") under which various intermediaries, including intermediaries receiving 12b-1 payments, may receive payments from the Advisor Class in addition to 12b-1 fees for providing various recordkeeping and transfer agent type services to the Advisor classes and/or shareholders thereof. These services include, but are not limited to: transmission of net purchase and redemption orders; maintenance of separate records for shareholders reflecting purchases, redemptions, and share balances; mailing of shareholder confirmations and periodic statements; and telephone services in connection with the above. Under the Advisor Class AFP program, the funds paid the amounts set forth below to various third parties in calendar year 2001.
$1,026,704 Blue Chip Growth Fund-Advisor Class Equity Income Fund-Advisor Class 112,600 - ------------------------------------------------------ 15,391 Mid-Cap Growth Fund-Advisor Class 2,153,287 Science & Technology Fund-Advisor Class 60,806 Small-Cap Stock Fund-Advisor Class 31,931 Small-Cap Value Fund-Advisor Class 17,257 Value Fund-Advisor Class
68 Control of Investment Advisor T. Rowe Price Group, Inc., ("Group") owns 100% of the stock of T. Rowe Price Associates, Inc. Group was formed in 2000 as a holding company for the T. Rowe Price-affiliated companies. DISTRIBUTOR FOR THE FUNDS ------------------------------------------------------------------------------- Investment Services, a Maryland corporation formed in 1980 as a wholly owned subsidiary of T. Rowe Price, serves as the fund's distributor for all T. Rowe Price mutual funds on a continuous basis. Investment Services is registered as a broker-dealer under the Securities Exchange Act of 1934 and is a member of the National Association of Securities Dealers, Inc. Investment Services is located at the same address as the fund and T. Rowe Price-100 East Pratt Street, Baltimore, Maryland 21202. Investment Services serves as distributor to the Price funds, pursuant to an Underwriting Agreement ("Underwriting Agreement"), which provides that the funds (other than Extended Equity Market Index Fund and Total Equity Market Index Fund) will pay all fees and expenses in connection with: necessary state filings; preparing, setting in type, printing, and mailing of prospectuses and reports to shareholders; and issuing shares, including expenses of confirming purchase orders. For Extended Equity Market Index Fund and Total Equity Market Index Fund, these expenses are the responsibility of Investment Services. The Underwriting Agreement also provides that Investment Services will pay all fees and expenses in connection with: printing and distributing prospectuses and reports for use in offering and selling fund shares; preparing, setting in type, printing, and mailing all sales literature and advertising; Investment Services' federal and state registrations as a broker-dealer; and offering and selling shares for each fund, except for those fees and expenses specifically assumed by the fund. Investment Services' expenses are paid by T. Rowe Price. Investment Services acts as the agent of the fund, in connection with the sale of fund shares in the various states in which Investment Services is qualified as a broker-dealer. Under the Underwriting Agreement, Investment Services accepts orders for fund shares at net asset value. No sales charges are paid by investors or the fund. Blue Chip Growth, Equity Income, Growth Stock, Mid-Cap Growth, Science & Technology, Small-Cap Stock, Small-Cap Value, Value Advisor Classes Distribution and Shareholder Services Plan The fund Directors adopted a Plan pursuant to Rule 12b-1 on February 9, 2000, with respect to each Advisor Class. Each Plan provides that the Advisor Class may compensate Investment Services or such other persons as the fund or Investment Services designates, to finance any or all of the distribution, shareholder servicing, maintenance of shareholder accounts, and/or other administrative services with respect to Advisor Class shares. It is expected that most, if not all, payments under the Plan will be made (either directly, or indirectly through Investment Services) to brokers, dealers, banks, insurance companies, and intermediaries other than Investment Services. Under the Plan, each Advisor Class pays a fee at the annual rate of up to 0.25% of that 69 class's average daily net assets. Normally, the full amount of the fee is paid to the intermediary on shares sold through that intermediary. However, a lesser amount may be paid based on the level of services provided. Intermediaries may use the payments for, among other purposes, compensating employees engaged in sales and/or shareholder servicing of the Advisor Class, as well as for a wide variety of other purposes associated with supporting, distributing, and servicing the Advisor Class shares. The amount of fees paid by an Advisor Class during any year may be more or less than the cost of distribution and other services provided to the Advisor Class and its investors. NASD rules limit the amount of annual distribution and service fees that may be paid by a mutual fund and impose a ceiling on the cumulative distribution fees paid. The Plan complies with these rules. The Plan requires that Investment Services provide, or cause to be provided, a quarterly written report identifying the amounts expended by each Advisor Class and the purposes for which such expenditures were made, to the fund Directors for their review. Prior to approving the Plan, the fund considered various factors relating to the implementation of the Plan and determined that there is a reasonable likelihood that the Plan will benefit each fund, its Advisor Class, and the Advisor Class's shareholders. The fund Directors noted that to the extent the Plan allows a fund to sell Advisor Class shares in markets to which it would not otherwise have access, the Plan may result in additional sales of fund shares. This may enable a fund to achieve economies of scale that could reduce expenses. In addition, certain ongoing shareholder services may be provided more effectively by intermediaries with which shareholders have an existing relationship. The Plan is renewable from year to year with respect to each fund, so long as its continuance is approved at least annually (1) by the vote of a majority of the fund Directors and (2) by a vote of the majority of the Rule 12b-1 Directors, cast in person at a meeting called for the purpose of voting on such approval. The Plan may not be amended to increase materially the amount of fees paid by any Advisor Class thereunder unless such amendment is approved by a majority vote of the outstanding shares of such Advisor Class and by the fund Directors in the manner prescribed by Rule 12b-1 under the 1940 Act. The Plan is terminable with respect to an Advisor Class at any time by a vote of a majority of the Rule 12b-1 Directors or by a majority vote of the outstanding shares in the Advisor Class. The following payments for the period ended December 31, 2001 were made to third-party intermediaries, including broker-dealers and insurance companies, for the distribution, shareholder servicing, maintenance of shareholder accounts, and/or other administration services under the 12b-1 Plan.
$ 729,000 Blue Chip Growth Fund-Advisor Class 81,000 Equity Income Fund-Advisor Class 14,000 Mid-Cap Growth Fund-Advisor Class 1,319,000 Science & Technology Fund-Advisor Class 51,000 Small-Cap Stock Fund-Advisor Class 25,000 Small-Cap Value Fund-Advisor Class 12,000 Value Fund-Advisor Class
70 All funds CUSTODIAN ------------------------------------------------------------------------------- State Street Bank and Trust Company is the custodian for the fund's U.S. securities and cash, but it does not participate in the fund's investment decisions. Portfolio securities purchased in the U.S. are maintained in the custody of the Bank and may be entered into the Federal Reserve Book Entry System, or the security depository system of the Depository Trust Corporation. State Street Bank's main office is at 225 Franklin Street, Boston, Massachusetts 02110. The fund (other than Equity Index 500, Extended Equity Market Index, and Total Equity Market Index Funds) has entered into a Custodian Agreement with The Chase Manhattan Bank, London, pursuant to which portfolio securities which are purchased outside the United States are maintained in the custody of various foreign branches of The Chase Manhattan Bank and such other custodians, including foreign banks and foreign securities depositories as are approved in accordance with regulations under the 1940 Act. The address for The Chase Manhattan Bank, London is Woolgate House, Coleman Street, London, EC2P 2HD, England. CODE OF ETHICS ------------------------------------------------------------------------------- The fund, its investment adviser (T. Rowe Price), and its principal underwriter (T. Rowe Price Investment Services), have a written Code of Ethics which requires persons with access to investment information ("Access Persons") to obtain prior clearance before engaging in personal securities transactions. In addition, all Access Persons must report their personal securities transactions within 10 days of their execution. Access Persons will not be permitted to effect transactions in a security: if there are pending client orders in the security; the security has been purchased or sold by a client within seven calendar days; the security is being considered for purchase for a client; ; a change has occurred in T. Rowe Price's rating of the security within seven calendar days prior to the date of the proposed transaction; ; or the security is subject to internal trading restrictions. In addition, Access Persons are prohibited from profiting from short-term trading (e.g., purchases and sales involving the same security within 60 days). Any person becoming an Access Person must file a statement of personal securities holdings within 10 days of this date. All Access Persons are required to file an annual statement with respect to their personal securities holdings. Any material violation of the Code of Ethics is reported to the Board of the fund. The Board also reviews the administration of the Code of Ethics on an annual basis. PORTFOLIO TRANSACTIONS ------------------------------------------------------------------------------- Investment or Brokerage Discretion Decisions with respect to the purchase and sale of portfolio securities on behalf of the fund are made by T. Rowe Price. T. Rowe Price is also responsible for implementing these decisions, including the negotiation of commissions and the allocation of portfolio brokerage and principal business and the use of affiliates to assist in routing orders for execution. How Brokers and Dealers Are Selected Equity Securities In purchasing and selling equity securities, it is T. Rowe Price's policy to obtain quality execution at the most favorable prices through responsible brokers and dealers, and in the case of agency transactions, at competitive commission rates where such rates are negotiable. However, under certain conditions, the fund may pay higher brokerage commissions in return for brokerage and research services. As a general practice, over-the-counter orders are executed with market-makers. In selecting among market-makers, T. Rowe Price generally seeks to select those it believes to be actively and effectively trading the security being purchased or 71 sold. In selecting broker-dealers to execute the fund's portfolio transactions, consideration is given to such factors as the price of the security, the rate of the commission, the size and difficulty of the order, the reliability, integrity, financial condition, general execution and operational capabilities of competing brokers and dealers, their expertise in particular markets, and brokerage and research services provided by them. It is not the policy of T. Rowe Price to seek the lowest available commission rate where it is believed that a broker or dealer charging a higher commission rate would offer greater reliability or provide better price or execution. Fixed-Income Securities Fixed-income securities are generally purchased from the issuer or a primary market-maker acting as principal for the securities on a net basis, with no brokerage commission being paid by the client although the price usually includes an undisclosed compensation. Transactions placed through dealers serving as primary market-makers reflect the spread between the bid and asked prices. Securities may also be purchased from underwriters at prices which include underwriting fees. Equity and Fixed-Income Securities With respect to equity and fixed-income securities, T. Rowe Price may effect principal transactions on behalf of the fund with a broker or dealer who furnishes brokerage and/or research services, designate any such broker or dealer to receive selling concessions, discounts, or other allowances, or otherwise deal with any such broker or dealer in connection with the acquisition of securities in underwritings. T. Rowe Price may receive research services in connection with brokerage transactions, including designations in fixed price offerings. How Evaluations Are Made of the Overall Reasonableness of Brokerage Commissions Paid On a continuing basis, T. Rowe Price seeks to determine what levels of commission rates are reasonable in the marketplace for transactions executed on behalf of the fund. In evaluating the reasonableness of commission rates, T. Rowe Price considers: (a) historical commission rates; (b) rates which other institutional investors are paying, based on available public information; (c) rates quoted by brokers and dealers; (d) the size of a particular transaction, in terms of the number of shares, dollar amount, and number of clients involved; (e) the complexity of a particular transaction in terms of both execution and settlement; (f) the level and type of business done with a particular firm over a period of time; and (g) the extent to which the broker or dealer has capital at risk in the transaction. Descriptions of Research Services Received From Brokers and Dealers T. Rowe Price receives a wide range of research services from brokers and dealers. These services include information on the economy, industries, groups of securities, individual companies, statistical information, accounting and tax law interpretations, political developments, legal developments affecting portfolio securities, technical market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance analysis, and analysis of corporate responsibility issues. These services provide both domestic and international perspective. Research services are received primarily in the form of written reports, computer-generated services, telephone contacts, and personal meetings with security analysts. In addition, such services may be provided in the form of meetings arranged with corporate and industry spokespersons, economists, academicians, and government representatives. In some cases, research services are generated by third parties but are provided to T. Rowe Price by or through broker-dealers. In addition, such services may include computers and related hardware. Research services received from brokers and dealers are supplemental to T. Rowe Price's own research effort and, when utilized, are subject to internal analysis before being incorporated by T. Rowe Price into its investment process. As a practical matter, it would not be possible for T. Rowe Price's Equity Research Division to generate all of the information presently provided by brokers and dealers. T. Rowe Price pays cash for certain research services received from external sources. T. Rowe Price also allocates brokerage for research services which are available for cash. While receipt of research services from brokerage firms has not reduced T. Rowe Price's normal research activities, the expenses of T. Rowe Price could be materially increased if it attempted to generate such additional information through its own staff. To the extent that research services of value are provided by brokers or dealers, T. Rowe Price may be relieved of expenses which it might otherwise bear. 72 Subject to its policy on directed brokerage (see below), T. Rowe Price has a policy of not allocating brokerage business in return for products or services other than brokerage or research services. In accordance with the provisions of Section 28(e) of the Securities Exchange Act of 1934, T. Rowe Price may from time to time receive services and products which serve both research and non-research functions. In such event, T. Rowe Price makes a good faith determination of the anticipated research and non-research use of the product or service and allocates brokerage only with respect to the research component. Directed Brokerage In 2002, the T. Rowe Price Funds that invest in domestic equity securities adopted a commission recapture program. Under the program, a percentage of commissions generated by the portfolio transactions of those funds is rebated to the funds by the brokers and used to pay for certain fund operating expenses. Commissions to Brokers Who Furnish Research Services Certain brokers and dealers who provide quality brokerage and execution services also furnish research services to T. Rowe Price. With regard to the payment of brokerage commissions, T. Rowe Price has adopted a brokerage allocation policy embodying the concepts of Section 28(e) of the Securities Exchange Act of 1934, which permits an investment adviser to cause an account to pay commission rates in excess of those another broker or dealer would have charged for effecting the same transaction if the adviser determines in good faith that the commission paid is reasonable in relation to the value of the brokerage and research services provided. The determination may be viewed in terms of either the particular transaction involved or the overall responsibilities of the adviser with respect to the accounts over which it exercises investment discretion. Therefore, research may not necessarily benefit all accounts paying commissions to such brokers. Accordingly, while T. Rowe Price cannot readily determine the extent to which commission rates charged by broker-dealers reflect the value of their research services, T. Rowe Price would expect to assess the reasonableness of commissions in light of the total brokerage and research services provided by each particular broker. T. Rowe Price may receive research, as defined in Section 28(e), in connection with selling concessions and designations in fixed price offerings in which the fund participates. Research is used overall to benefit such accounts which purchase in the offering. Internal Allocation Procedures T. Rowe Price has a policy of not precommitting a specific amount of business to any broker or dealer over any specific time period. Historically, the majority of brokerage placement has been determined by the needs of a specific transaction such as market-making, availability of a buyer or seller of a particular security, or specialized execution skills. However, T. Rowe Price does have an internal brokerage allocation procedure for that portion of its discretionary client brokerage business where special needs do not exist, or where the business may be allocated among several brokers or dealers which are able to meet the needs of the transaction. Each year, T. Rowe Price assesses the contribution of the brokerage and research services provided by brokers or dealers, and attempts to allocate a portion of its brokerage business in response to these assessments. Research analysts, counselors, various investment committees, and the Trading Department each seek to evaluate the brokerage and research services they receive from brokers or dealers and make judgments as to the level of business which would recognize such services. In addition, brokers or dealers sometimes suggest a level of business they would like to receive in return for the various brokerage and research services they provide. Actual business received by any firm may be less than the suggested allocations but can, and often does, exceed the suggestions, because the total business is allocated on the basis of all the considerations described above. In no case is a broker or dealer excluded from receiving business from T. Rowe Price because it has not been identified as providing research services. Miscellaneous T. Rowe Price's brokerage allocation policy is consistently applied to all its fully discretionary accounts, which represent a substantial majority of all assets under management. Research services furnished by brokers or dealers through which T. Rowe Price effects securities transactions may be used in servicing all accounts (including non-fund accounts) managed by T. Rowe Price. Conversely, research services received from brokers 73 or dealers which execute transactions for the fund are not necessarily used by T. Rowe Price exclusively in connection with the management of the fund. From time to time, orders for clients may be placed through a computerized transaction network. The fund does not allocate business to any broker-dealer on the basis of its sales of the fund's shares. However, this does not mean that broker-dealers who purchase fund shares for their clients will not receive business from the fund. Some of T. Rowe Price's other clients have investment objectives and programs similar to those of the fund. T. Rowe Price may make recommendations to other clients which result in their purchasing or selling securities simultaneously with the fund. As a result, the demand for securities being purchased or the supply of securities being sold may increase, and this could have an adverse effect on the price of those securities. It is T. Rowe Price's policy not to favor one client over another in making recommendations or in placing orders. T. Rowe Price frequently follows the practice of grouping orders of various clients for execution, which generally results in lower commission rates being attained. In certain cases, where the aggregate order is executed in a series of transactions at various prices on a given day, each participating client's proportionate share of such order reflects the average price paid or received with respect to the total order. T. Rowe Price has established a general investment policy that it will ordinarily not make additional purchases of a common stock of a company for its clients (including the T. Rowe Price funds) if, as a result of such purchases, 10% or more of the outstanding common stock of such company would be held by its clients in the aggregate. At the present time, T. Rowe Price does not recapture commissions or underwriting discounts or selling group concessions in connection with taxable securities acquired in underwritten offerings. T. Rowe Price does, however, attempt to negotiate elimination of all or a portion of the selling group concession or underwriting discount when purchasing tax-exempt municipal securities on behalf of its clients in underwritten offerings. Trade Allocation Policies T. Rowe Price has developed written trade allocation guidelines for its Equity, Municipal, and Taxable Fixed Income Trading Desks. Generally, when the amount of securities available in a public offering or the secondary market is insufficient to satisfy the volume or price requirements for the participating client portfolios, the guidelines require a pro-rata allocation based upon the relative sizes of the participating client portfolios or the relative sizes of the participating client orders depending upon the market involved. In allocating trades made on combined basis, the Trading Desks seek to achieve the same net unit price of the securities for each participating client. Because a pro-rata allocation may not always adequately accommodate all facts and circumstances, the guidelines provide for exceptions to allocate trades on an adjusted, pro-rata basis. Examples of where adjustments may be made include: (i) reallocations to recognize the efforts of a portfolio manager in negotiating a transaction or a private placement; (ii) reallocations to eliminate deminimis positions; (iii) priority for accounts with specialized investment policies and objectives; and (iv) reallocations in light of a participating portfolio's characteristics (e.g., available cash, industry or issuer concentration, duration, and credit exposure). Other For the last three fiscal years, the total brokerage commissions paid by each fund, including the discounts received by securities dealers in connection with underwritings, and the percentage of these commissions paid to firms which provided research, statistical, or other services to T. Rowe Price in connection with the management of each fund, or, in some cases, to each fund, was as shown below.
2001 2000 1999 Fund Commissions % Commissions % Commissions % ---- ----------- - ----------- - ----------- - 10.9% 11.5% 10.6% Balanced $ 1,203,000 $ 399,000 $ 720,000 Blue Chip Growth 7,972,000 39.8 7,485,000 58.5 7,088,000 45.8 - ------------------------------------------------------------------------------------ Capital Appreciation 2,345,000 14.1 1,305,000 32.5 1,142,000 38.4 Capital Opportunity 101,000 31.5 121,000 24.5 298,000 28.9 Developing Technologies 72,000 10.9 42,000 3.1 * * Diversified Small-Cap Growth 55,000 2.4 105,000 1.3 75,000 1.5 Dividend Growth 640,000 66.5 1,070,000 72.0 1,420,000 57.5 Equity Income 7,344,000 26.2 8,687,000 47.3 9,653,000 45.3 Equity Index 500 193,000 0.8 331,000 0.8 378,000 0.0 Extended Equity Market Index 42,000 0.1 51,000 0.0 27,000 0.4 Financial Services 539,000 51.4 348,000 56.3 507,000 20.1 Global Technology 510,000 45.4 362,000 15.9 * * Growth & Income 4,538,000 49.5 6,522,000 57.4 2,428,000 35.8 Growth Stock 8,332,000 52.7 10,878,000 41.3 8,923,000 42.5 Health Sciences 2,732,000 60.4 2,560,000 30.3 593,000 33.1 Institutional Large-Cap Growth 2,000 6.7 * * * * Institutional Large-Cap Value 5,000 18.1 3,000 58.9 * * Institutional Mid-Cap Equity Growth 565,000 547,000 25.1 654,000 34.7 Institutional Small-Cap Stock 265,000 33.9 128,000 41.4 * * Media & Telecommunications 3,993,000 3,517,000 36.5 2,041,000 12.9 Mid-Cap Growth 11,886,000 18.3 8,893,000 22.9 12,136,000 35.1 Mid-Cap Value 1,050,000 75.5 272,000 61.8 303,000 37.1 New America Growth 1,823,000 36.4 3,730,000 29.1 4,556,000 17.1 New Era 1,411,000 40.4 2,352,000 32.5 2,122,000 52.3 New Horizons 7,929,000 7.1 13,876,000 3.8 12,816,000 4.2 Real Estate 114,000 36.8 51,000 27.8 59,000 37.4 Science & Technology 15,035,000 13,388,000 39.5 9,172,000 33.9 Small-Cap Stock 2,865,000 38.0 2,214,000 38.4 2,851,000 26.6 Small-Cap Value 1,656,000 50.0 891,000 49.5 998,000 46.1 Total Equity Market Index 40,000 0.0 30,000 0.0 45,000 0.0 Value 2,221,000 55.1 1,330,000 74.6 1,847,000 52.0 - ------------------------------------------------------------------------------------
74 (*) Prior to commencement of operations. On December 31, 2001, the Balanced Fund held stock of American Express, Bank of America, Goldman Sachs Group, Morgan Stanley Dean Witter, J.P. Morgan Chase, Credit Suisse Group, and Deutsche Bank AG, with values of $5,632,000, $12,064,000, $2,319,000, $7,809,000, $7,456,000, $1,152,000, and $1,531,000, respectively. The fund also held bonds of American Express, Goldman Sachs Group, Morgan Stanley Dean Witter, and J.P. Morgan Chase, with values of $1,227,000, $4,133,000, $4,238,000, and $5,473,000, respectively. On December 31, 2000, the fund held stock of Goldman Sachs Group, UBS, Chase Manhattan, and Morgan Stanley Dean Witter, with values of $2,674,000, $5,251,000, $9,320,000, and $11,063,000, respectively. The fund also held bonds of Goldman Sachs Group, Lehman Brothers, Morgan Stanley, and UBS, with values of $4,181,000, $1,535,000, $3,986,000, and $1,021,000, respectively. On December 31, 1999, the fund held stock of Goldman Sachs and Morgan Stanley, with values of $2,355,000 and $9,964,000, respectively. The fund also held bonds of Morgan Stanley, Lehman Brothers, and Paine Webber, with values of $3,853,000, $5,278,000, and $3,650,000, respectively. On December 31, 2001, the Blue Chip Growth Fund held stock of Goldman Sachs Group, Merrill Lynch, and Morgan Stanley Dean Witter, with values of $30,144,000, $22,412,000, and $61,534,000, respectively. On 75 December 31, 2000, the fund held stock of Charles Schwab, Goldman Sachs Group, and Morgan Stanley Dean Witter, with values of $14,188,000, $22,457,000, and $64,985,000, respectively. On December 31, 1999, the fund held stock of Goldman Sachs, Bank America, and Morgan Stanley, with values of $11,425,000, $23,588,000, and $57,957,000, respectively. On December 31, 2001, the Blue Chip Growth Portfolio held stock of Goldman Sachs Group, Merrill Lynch, and Morgan Stanley Dean Witter, with values of $28,000, $21,000, and $52,000, respectively. On December 31, 2001, the Capital Opportunity Fund held stock of J.P. Morgan Chase and Merrill Lynch, with values of $334,000 and $438,000, respectively. On December 31, 2000, the fund held stock of FleetBoston Financial, Goldman Sachs Group, and Morgan Stanley Dean Witter, with values of $447,000, $332,000, and $699,000, respectively. On December 31, 1999, the fund held stock of Bank of America and Morgan Stanley, with values of $703,000 and $879,000, respectively. On December 31, 2001, the Diversified Small-Cap Growth Fund held stock of Investment Technology Group with a value of $369,000. On December 31, 1999, the fund held stock of Investment Technology Group with a value of $144,000. On December 31, 2001, the Dividend Growth Fund held stock of Morgan Stanley Dean Witter with a value of $4,755,000. On December 31, 2000, the fund held stock of Chase Manhattan and Morgan Stanley Dean Witter, with values of $3,181,000 and $3,566,000, respectively. On December 31, 2001, the Equity Income Fund held stock of J.P. Morgan Chase with a value of $106,578,000. On December 31, 2000, the fund held stock of J.P. Morgan with a value of $142,330,000. On December 31, 1999, the fund held stock of J.P. Morgan with a value of $126,625,000. On December 31, 2001, the Equity Income Portfolio held stock of J.P. Morgan Chase with a value of $8,018,000. On December 31, 1999, the portfolio held stock of Goldman Sachs and Morgan Stanley, with values of $565,000 and $47,000, respectively. On December 31, 2001, the Equity Index 500 Fund held stock of J.P. Morgan Chase, Lehman Brothers, Merrill Lynch, and Morgan Stanley Dean Witter, with values of $23,468,000, $5,386,000, $14,208,000 and $20,230,000, respectively. On December 31, 2000, the fund held stock of Bank America, Chase Manhattan, Morgan Stanley Dean Witter, and J.P. Morgan, with values of $25,682,000, $20,472,000, $30,539,000, and $9,253,000, respectively. On December 31, 1999, the fund held stock of Lehman Brothers with a value of $4,130,000. On December 31, 2001, the Equity Index 500 Portfolio held stock of Bear Stearns, J.P. Morgan Chase, Lehman Brothers, Merrill Lynch, and Morgan Stanley Dean Witter, with values of $3,000, $33,000, $7,000, $20,000, and $29,000, respectively. On December 31, 2001, the Extended Equity Market Index Fund held stock of Goldman Sachs Group, Investment Technology Group, Jeffries Group, and Knight Trading Group, with values of $487,000, $53,000, $34,000, and $35,000, respectively. On December 31, 2000, the fund held stock of Goldman Sachs Group, Investment Technology Group, and Knight Trading Group, with values of $364,000, $38,000, and $46,000, respectively. On December 31, 1999, the fund held stock of Donaldson, Lufkin & Jenrette with a value of $68,000. On December 31, 2001, the Financial Services Fund held stock of Goldman Sachs Group, Legg Mason, Merrill Lynch, and Morgan Stanley Dean Witter, with values of $10,175,000, $2,849,000, $4,691,000, and $1,399,000, respectively. On December 31, 2000, the fund held stock of Goldman Sachs Group, Merrill Lynch, and Morgan Stanley Dean Witter, with values of $12,373,000, $1,023,000, and $10,699,000, respectively. On December 31, 1999, the fund held stock of Goldman Sachs with a value of $2,261,000. On December 31, 2001, the Growth & Income Fund held stock of FleetBoston Financial, Goldman Sachs Group, J.P. Morgan Chase, and Morgan Stanley Dean Witter, with values of $30,543,000, $13,449,000, $29,989,000, and $31,886,000, respectively. On December 31, 2000, the fund held stock of Bear Stearns, Bank of America, and Morgan Stanley Dean Witter, with values of $7,096,000, $12,845,000, and 76 $33,285,000, respectively. On December 31, 1999, the fund held stock of Bear Stearns and Morgan Stanley Dean Witter, with values of $22,156,000 and $28,550,000, respectively. On December 31, 2001, the Growth Stock Fund held stock of Morgan Stanley Dean Witter and Merrill Lynch, with values of $31,606,000 and $38,048,000, respectively. On December 31, 2000, the fund held stock of Morgan Stanley Dean Witter with a value of $42,002,000. On December 31, 1999, the fund held stock of Mellon Bank with a value of $19,703,000. On December 31, 2001, the Total Equity Market Index Fund held stock of Goldman Sachs Group, Investment Technology Group, Jeffries Group, J.P. Morgan Chase, Knight Trading Group, Lehman Brothers, Merrill Lynch, and Morgan Stanley Dean Witter, with values of $269,000, $23,000, $13,000, $1,087,000, $23,000, $261,000, $667,000, and $923,000, respectively. On December 31, 2000, the fund held stock of Morgan Stanley Dean Witter, Goldman Sachs Group, Bank of America, J.P. Morgan, Chase Manhattan, Knight Trading Group, and Investment Technology Group, with values of $1,252,000, $214,000, $1,043,000, $381,000, $822,000, $22,000, and $17,000, respectively. On December 31, 1999, the fund held stock of Goldman Sachs, Lehman Brothers, and Donaldson, Lufkin & Jenrette, with values of $151,000, $119,000, and $73,000, respectively. On December 31, 2001, the Institutional Large-Cap Value Fund held stock of Bank of America and Merrill Lynch, with values of $63,000 and $52,000, respectively. On December 31, 2001, the New America Growth Fund held stock of Goldman Sachs Group and Morgan Stanley Dean Witter, with values of $12,521,000 and $12,027,000, respectively. On December 31, 2000, the fund held stock of Goldman Sachs Group and Morgan Stanley Dean Witter, with values of $10,694,000 and $33,681,000, respectively. On December 31, 2001, the New America Growth Portfolio held stock of Goldman Sachs Group and Morgan Stanley Dean Witter, with values of $951,000 and $923,000, respectively. On December 31, 2000, the portfolio held stock of Goldman Sachs Group and Morgan Stanley Dean Witter, with values of $770,000 and $2,417,000, respectively. On December 31, 2001, the Personal Strategy Balanced Portfolio held stock of Credit Suisse Group, Goldman Sachs Group, Morgan Stanley Dean Witter, Deutsche Bank AG, and Merrill Lynch, with values of $123,000, $272,000, $363,000, $116,000, and $47,000, respectively. On December 31, 2000, the Personal Strategy Balanced Portfolio held stock of Goldman Sachs Group and Morgan Stanley Dean Witter, with values of $64,000 and $174,000, respectively. The fund held bonds in Goldman Sachs Group, Lehman Brothers, and Morgan Stanley Dean Witter, with values of $418,000, $258,000, and $211,000, respectively. On December 31, 1999, the fund held stock of Goldman Sachs and Morgan Stanley Dean Witter with values of $19,000 and $114,000, respectively. The fund also held bonds of Paine Webber, with a value of $730,000. On December 31, 2001, the Value Fund held stock of Merrill Lynch with a value of $13,030,000. On December 31, 2000, the fund held stock of Bank of America with a value of $8,028,000. On December 31, 1999, the fund held stock of Bank of America with a value of $7,528,000. The portfolio turnover rate for each fund for the last three fiscal years was as follows:
Fund 2001 2000 1999 ---- ---- ---- ---- Balanced 36.0% 16.5% 20.7% Blue Chip Growth 48.3 50.9 41.3 Capital Appreciation 25.1 32.4 28.3 Capital Opportunity 53.6 64.7 133.1 Developing Technologies(b) 107.5 232.6* (a) Diversified Small-Cap Growth 30.3 66.0 49.4 Dividend Growth 34.9 35.7 37.8 Equity Income 17.3 21.9 21.8 Equity Index 500 4.0 9.1 5.2 Extended Equity Market Index 31.3 30.5 23.4 Financial Services 54.8 32.5 37.1 Global Technology 189.2 123.6* (a) Growth & Income(c) 65.9 80.3 20.3 Growth Stock 64.1 74.3 55.8 Health Sciences 74.6 110.6 81.9 Institutional Large-Cap Growth 98.2* (a) (a) Institutional Large-Cap Value 106.3 58.4* (a) Institutional Mid-Cap Equity Growth 48.6 67.5 55.4 Institutional Small-Cap Stock 26.9 15.8* (a) Media & Telecommunications(b) 241.1 197.5 57.6 Mid-Cap Growth 43.0 53.6 53.3 Mid-Cap Value 57.5 31.9 26.8 New America Growth(d) 52.1 81.4 39.7 New Era 17.9 28.5 32.5 New Horizons 27.4 47.2 44.7 Real Estate 37.2 19.0 26.9 Science & Technology 143.6 134.1 128.0 Small-Cap Stock 16.5 32.8 42.3 Small-Cap Value 16.8 14.4 7.3 Total Equity Market Index 8.6 7.6 3.2 Value 42.2 55.9 67.8 - -------------------------------------------------------------------------------
77 * Annualized. (a) Prior to commencement of operations. (b) The funds' high portfolio turnover was due to extreme volatility in the companies in which the funds invest. (c) The increase in the fund's portfolio turnover rate from 1999 to 2000 was the result of the fund's new portfolio manager emphasizing a greater balance between growth and value stocks and significant market volatility. (d) The increase in the fund's portfolio turnover rate from 1999 to 2000 was primarily the result of the fund's decision effective May 1, 2000, to adopt a broader investment focus and invest in companies believed to be in the fastest growing sectors of the economy. This involved selling some existing holdings and replacing them with other ones. All funds PRICING OF SECURITIES ------------------------------------------------------------------------------- Equity securities listed or regularly traded on a securities exchange are valued at the last quoted sale price, or official closing price for certain markets, at the time the valuations are made. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for such security. Listed securities not traded on a particular day and securities regularly traded in the over-the-counter market are valued at the mean of the latest bid and ask prices. Other equity securities are valued at a price within the limits of the latest bid and ask prices deemed by the Board of Directors, or by persons delegated by the Board, best to reflect fair value. 78 Debt securities are generally traded in the over-the-counter market. Securities with original maturities of one year or more are valued using prices furnished by dealers who make markets in such securities or by an independent pricing service, which considers yield or price of bonds of comparable quality, coupon, maturity, and type, as well as prices quoted by dealers who make markets in such securities. Securities with original maturities less than one year are valued at amortized cost in local currency, which approximates fair value when combined with accrued interest. Investments in mutual funds are valued at the closing net asset value per share of the mutual fund on the day of valuation. Assets and liabilities denominated in foreign currencies are translated into U.S. dollar values each day at the prevailing exchange rate, using the mean of the bid and ask prices of such currencies against U.S. dollars quoted by a major bank. Assets and liabilities for which the above valuation procedures are inappropriate or are deemed not to reflect fair value are stated at fair value as determined in good faith by or under the supervision of the officers of the fund, as authorized by the Board of Directors. NET ASSET VALUE PER SHARE ------------------------------------------------------------------------------- The purchase and redemption price of the fund's shares is equal to the fund's net asset value per share or share price. The fund determines its net asset value per share by subtracting its liabilities (including accrued expenses and dividends payable) from its total assets (the market value of the securities the fund holds plus cash and other assets, including income accrued but not yet received) and dividing the result by the total number of shares outstanding. The net asset value per share of the fund is normally calculated as of the close of trading on the New York Stock Exchange ("NYSE") every day the NYSE is open for trading. The NYSE is closed on the following days: New Year's Day, Dr. Martin Luther King, Jr. Holiday, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. Determination of net asset value (and the offering, sale, redemption, and repurchase of shares) for the fund may be suspended at times (a) during which the NYSE is closed, other than customary weekend and holiday closings, , (b) during which trading on the NYSE is restricted, (c) during which an emergency exists as a result of which disposal by the fund of securities owned by it is not reasonably practicable or it is not reasonably practicable for the fund fairly to determine the value of its net assets, or (d) during which a governmental body having jurisdiction over the fund may by order permit such a suspension for the protection of the fund's shareholders, provided that applicable rules and regulations of the SEC (or any succeeding governmental authority) shall govern as to whether the conditions prescribed in (b), (c), or (d) exist. DIVIDENDS AND DISTRIBUTIONS ------------------------------------------------------------------------------- Unless you elect otherwise, the fund's capital gain distributions, final quarterly dividend (Balanced, Dividend Growth, Equity Income, Equity Index 500, Growth & Income, and Real Estate Funds), and annual dividend (other funds), if any, will be reinvested on the reinvestment date using the NAV per share of that date. The reinvestment date normally precedes the payment date by one day, although the exact timing is subject to change and can be as great as 10 days. TAX STATUS ------------------------------------------------------------------------------- The fund intends to qualify as a "regulated investment company" under Subchapter M of the Code. 79 A portion of the dividends paid by the fund may be eligible for the dividends-received deduction applicable to corporate shareholders. . Long-term capital gain distributions paid from the fund are never eligible for the dividend received deduction. For tax purposes, it does not make any difference whether dividends and capital gain distributions are paid in cash or in additional shares. Each fund must declare dividends by December 31 of each year equal to at least 98% of ordinary income (as of December 31) and capital gains (as of October 31) in order to avoid a federal excise tax and distribute within 12 months 100% of ordinary income and capital gains (as of its tax year-end) to avoid a federal income tax. At the time of your purchase, the fund's net asset value may reflect undistributed income , capital gains, or net unrealized appreciation of securities held by the fund. A subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable either as dividend or capital gain distributions. For federal income tax purposes, the fund is permitted to carry forward its net realized capital losses, if any, for eight years and realize net capital gains up to the amount of such losses without being required to pay taxes on, or distribute, such gains. If, in any taxable year, the fund should not qualify as a regulated investment company under the Code: (1) the fund would be taxed at normal corporate rates on the entire amount of its taxable income, if any, without a deduction for dividends or other distributions to shareholders; and (2) the fund's distributions to the extent made out of the fund's current or accumulated earnings and profits would be taxable to shareholders as ordinary dividends (regardless of whether they would otherwise have been considered capital gain dividends) and the fund may qualify for the 70% deduction for dividends received by corporations. Taxation of Foreign Shareholders The code provides that dividends from net income will be subject to U.S. tax. For shareholders who are not engaged in a business in the U.S., this tax would be imposed at the rate of 30% upon the gross amount of the dividends in the absence of a Tax Treaty providing for a reduced rate or exemption from U.S. taxation. Distributions of net long-term capital gains realized by the fund are not subject to tax unless the foreign shareholder is engaged in a business in the U.S. and the gains are connected with that business, or the shareholder is a nonresident alien individual who was physically present in the U.S. during the tax year for more than 182 days. All funds except Equity Index 500, Extended Equity Market Index, and Total Equity Market Index Funds To the extent the fund invests in foreign securities, the following would apply: Passive Foreign Investment Companies The fund may purchase the securities of certain foreign investment funds or trusts called passive foreign investment companies for U.S. tax purposes. Such foreign investment funds or trusts have been the only or primary way to invest in certain countries. In addition to bearing their proportionate share of the fund's expenses (management fees and operating expenses), shareholders will also indirectly bear similar expenses of such foreign investment funds or trusts. Capital gains on the sale of such holdings are considered ordinary income regardless of how long the fund held its investment. In addition, the fund may be subject to corporate income tax and an interest charge on certain dividends and capital gains earned from these investments, regardless of whether such income and gains are distributed to shareholders. To avoid such tax and interest, the fund intends to treat these securities as sold on the last day of its fiscal year and recognize any gains for tax purposes at that time; deductions for losses are allowable only to the extent of any gains resulting from these deemed sales for prior taxable years. Such gains and losses will be treated as ordinary income. The fund will be required to distribute any resulting income even though it has not sold the security and received cash to pay such distributions. Foreign Currency Gains and Losses Foreign currency gains and losses, including the portion of gain or loss on the sale of debt securities attributable to foreign exchange rate fluctuations, are taxable as ordinary income. If the net effect of these transactions is a gain, the ordinary income dividend paid by the fund will be increased. If the result is a loss, 80 the income dividend paid by the fund will be decreased, or to the extent such dividend has already been paid, it may be classified as a return of capital. Adjustments to reflect these gains and losses will be made at the end of the fund's taxable year. All funds INVESTMENT PERFORMANCE ------------------------------------------------------------------------------- Total Return Performance The fund's calculation of total return performance includes the reinvestment of all capital gain distributions and income dividends for the period or periods indicated, without regard to tax consequences to a shareholder in the fund. Total return is calculated as the percentage change between the beginning value of a static account in the fund and the ending value of that account measured by the then current net asset value, including all shares acquired through reinvestment of income and capital gain dividends. The results shown are historical and should not be considered indicative of the future performance of the fund. Each average annual compound rate of return is derived from the cumulative performance of the fund over the time period specified. The annual compound rate of return for the fund over any period of time will vary from the average.
Cumulative Performance Percentage Change Periods ended 12/31/01 Fund 1 Yr. 5 Yrs. 10 Yrs. % Since Inception ---- ----- ------ ------- ------- --------- Inception Date --------- ---- -3.98% 49.12% 155.13% 42,677.36% 12/31/39 Balanced -14.42 64.52 234.00 06/30/93 Blue Chip Growth -- Blue Chip Growth Fund-Advisor Class -14.42 -- -- -21.39 03/31/00 10.26 77.27 233.25 575.59 06/30/86 Capital Appreciation -10.10 24.79 122.64 11/30/94 Capital Opportunity -- -30.58 -49.94 08/31/00 Developing Technologies -- -- Diversified Small-Cap Growth -9.81 -- -- 17.18 06/30/97 -3.64 55.04 212.36 12/30/92 Dividend Growth -- 1.64 67.96 269.46 804.16 10/31/85 Equity Income Equity Income Fund-Advisor Class 1.51 -- -- 18.38 03/31/00 -12.17 63.84 226.56 323.27 03/30/90 Equity Index 500 Extended Equity Market Index -9.55 -- -- 14.67 01/30/98 -3.13 112.57 141.05 09/30/96 Financial Services -- -36.07 -52.50 09/29/00 Global Technology -- -- -2.17 50.28 221.57 868.53 12/21/82 Growth & Income -9.79 78.17 250.92 30,189.56 04/11/50 Growth Stock -5.97 125.80 186.21 12/29/95 Health Sciences -- Institutional Large-Cap Growth -- -- -- 14.00 10/31/01 Institutional Large-Cap Value 4.44 -- -- 20.71 03/31/00 Institutional Mid-Cap Equity Growth -1.18 91.71 -- 122.58 07/31/96 Institutional Small-Cap Stock 7.26 -- -- 14.80 03/31/00 Media & Telecommunications(a) -6.93 132.90 -- 227.89 10/13/93 -0.98 90.08 427.37 06/30/92 Mid-Cap Growth -- Mid-Cap Growth Fund-Advisor Class -1.10 -- -- -3.30 03/31/00 14.36 87.28 117.81 06/28/96 Mid-Cap Value -- -11.89 26.90 162.56 651.36 09/30/85 New America Growth -4.35 39.56 159.28 2,411.80 01/20/69 New Era -2.84 47.38 9,816.24 06/03/60 New Horizons 8.87 30.22 10/31/97 Real Estate -- -- -41.19 12.64 241.88 593.91 09/30/87 Science & Technology Science & Technology Fund-Advisor Class -41.19 -- -- -65.34 03/31/00 6.81 77.43 288.04 06/01/56 Small-Cap Stock Small-Cap Stock Fund-Advisor Class 6.60 -- -- 13.84 03/31/00 21.94 65.47 291.78 429.74 06/30/88 Small-Cap Value Small-Cap Value Fund-Advisor Class 21.84 -- -- 41.04 03/31/00 -11.20 20.90 01/30/98 Total Equity Market Index -- -- 1.60 77.29 228.50 09/30/94 Value -- Value Fund-Advisor Class 1.45 -- -- 16.78 03/31/00 - -------------------------------------------------------------------------------
81 82 (a) The five-year and inception figures are based partly on the fund's performance as a closed-end investment company traded on the New York Stock Exchange until July 28, 1997, when it was converted to an open-end mutual fund.
Average Annual Compound Rates of Return Periods ended 12/31/01 Fund 1 Yr. 5 Yrs. 10 Yrs. % Since Inception ---- ----- ------ ------- ------- --------- Inception Date --------- ---- -3.98% 8.32% 9.82% 10.27% 12/31/39 Balanced -14.42 10.47 15.24 06/30/93 Blue Chip Growth -- Blue Chip Growth Fund-Advisor Class -14.42 -- -- -12.82 03/31/00 10.26 12.13 12.79 13.11 06/30/86 Capital Appreciation -10.10 4.53 11.96 11/30/94 Capital Opportunity -- -30.58 -40.49 08/31/00 Developing Technologies -- -- -9.81 3.58 06/30/97 Diversified Small-Cap Growth -- -- -3.64 9.17 13.49 12/30/92 Dividend Growth -- 1.64 10.93 13.96 14.59 10/31/85 Equity Income Equity Income Fund-Advisor Class 1.51 -- -- 10.10 03/31/00 -12.17 10.38 12.56 13.06 03/30/90 Equity Index 500 -9.55 3.55 01/30/98 Extended Equity Market Index -- -- -3.13 16.28 18.24 09/30/96 Financial Services -- -36.07 -44.77 09/29/00 Global Technology -- -- -2.17 8.49 12.39 12.67 12/21/82 Growth & Income -9.79 12.25 13.38 11.68 04/11/50 Growth Stock -5.97 17.69 19.14 12/29/95 Health Sciences -- Institutional Large-Cap Growth -- -- -- (a) 10/31/01 Institutional Large-Cap Value 4.44 -- -- 11.33 03/31/00 Institutional Mid-Cap Equity Growth -1.18 13.90 -- 15.91 07/31/96 Institutional Small-Cap Stock 7.26 -- -- 8.19 03/31/00 Media & Telecommunications(b) -6.93 18.42 -- 15.55 10/13/93 -0.98 13.71 19.12 06/30/92 Mid-Cap Growth -- Mid-Cap Growth Fund-Advisor Class -1.10 -- -- -1.89 03/31/00 14.36 13.37 15.18 06/28/96 Mid-Cap Value -- -11.89 4.88 10.13 13.21 09/30/85 New America Growth -4.35 6.89 10.00 10.28 01/20/69 New Era -2.84 8.07 13.75 11.69 06/03/60 New Horizons 8.87 6.54 10/31/97 Real Estate -- -- -41.19 2.41 13.08 14.56 09/30/87 Science & Technology Science & Technology Fund-Advisor Class -41.19 -- -- -45.34 03/31/00 6.81 12.15 14.52 14.14 06/01/56 Small-Cap Stock Small-Cap Stock Fund-Advisor Class 6.60 -- -- 7.67 03/31/00 21.94 10.60 14.63 13.14 06/30/88 Small-Cap Value Small-Cap Value Fund-Advisor Class 21.84 -- -- 21.66 03/31/00 -11.20 4.96 01/30/98 Total Equity Market Index -- -- 1.60 12.13 17.82 09/30/94 Value -- Value Fund-Advisor Class 1.45 -- -- 9.25 03/31/00 - -------------------------------------------------------------------------------
83 84 (a) No figure is provided because the fund's performance is for a period of less than one year. (b) The five-year and inception figures are based partly on the fund's performance as a closed-end investment company traded on the New York Stock Exchange until July 28, 1997, when it was converted to an open-end mutual fund. Outside Sources of Information From time to time, in reports and promotional literature: (1) the fund's total return performance, ranking, or any other measure of the fund's performance may be compared to any one or combination of the following: (a) a broad-based index, (b) other groups of mutual funds, including T. Rowe Price funds, tracked by independent research firms, ranking entities, or financial publications; (c) indices of securities comparable to those in which the fund invests; (2) the consumer price index (or any other measure for inflation), or government statistics, such as GNP, may be used to illustrate investment attributes of the fund or the general economic, business, investment, or financial environment in which the fund operates; (3) various financial, economic, and market statistics developed by brokers, dealers, and other persons may be used to illustrate aspects of the fund's performance; (4) the effect of tax-deferred compounding on the fund's investment returns, or on returns in general in both qualified and nonqualified retirement plans or any other tax advantaged product, may be illustrated by graphs, charts, etc.; (5) the sectors or industries in which the fund invests may be compared to relevant indices or surveys in order to evaluate the fund's historical performance or current or potential value with respect to the particular industry or sector; (6) the fund may disclose the performance of other funds or accounts managed by T. Rowe Price in a manner similar to the fund; and (7) the blended total returns or performance rankings of the funds may be disclosed. Other Publications From time to time, in newsletters and other publications issued by Investment Services, T. Rowe Price mutual fund portfolio managers may discuss economic, financial, and political developments in the U.S. and abroad and how these conditions have affected or may affect securities prices or the fund; individual securities within the fund's portfolio; and their philosophy regarding the selection of individual stocks, including why specific stocks have been added, removed, or excluded from the fund's portfolio. Other Features and Benefits The fund is a member of the T. Rowe Price family of funds and may help investors achieve various long-term investment goals, which include, but are not limited to, investing money for retirement, saving for a down payment on a home, or paying college costs. To explain how the fund could be used to assist investors in planning for these goals and to illustrate basic principles of investing, various worksheets and guides prepared by T. Rowe Price and/or Investment Services may be made available. No-Load Versus Load and 12b-1 Funds Many mutual funds charge sales fees to investors or use fund assets to finance distribution activities. These fees are in addition to the normal advisory fees and expenses charged by all mutual funds. There are several types of fees charged which vary in magnitude and which may often be used in combination. A sales charge (or "load") can be charged at the time the fund is purchased (front-end load) or at the time of redemption (back-end load). Front-end loads are charged on the total amount invested. Back-end loads are charged either on the 85 amount originally invested or on the amount redeemed. 12b-1 plans allow for the payment of marketing and sales expenses from fund assets. These expenses are usually computed daily as a fixed percentage of assets. The T. Rowe Price funds, including the Advisor Classes, are considered to be "no-load" funds. They impose no front-end or back-end sales loads. However, the Advisor Classes do charge 12b-1 fees. Under applicable National Association of Securities Dealers Regulation, Inc. ("NASDR") regulations, mutual funds that have no front-end or deferred sales charges and whose total asset-based charges for sales-related expenses and/or service fees (as defined by NASDR) do not exceed 0.25% of average net assets per year may be referred to as no-load funds. Redemptions in Kind The fund has filed a notice of election under Rule 18f-1 of the 1940 Act. This permits the fund to effect redemptions in kind and in cash as set forth in its prospectus. In the unlikely event a shareholder were to receive an in-kind redemption of portfolio securities of the fund, it would be the responsibility of the shareholder to dispose of the securities. The shareholder would be at risk that the value of the securities would decline prior to their sale, that it would be difficult to sell the securities, and that brokerage fees could be incurred. Issuance of Fund Shares for Securities Transactions involving issuance of fund shares for securities or assets other than cash will be limited to (1) bona fide reorganizations; (2) statutory mergers; or (3) other acquisitions of portfolio securities that: (a) meet the investment objective and policies of the fund; (b) are acquired for investment and not for resale except in accordance with applicable law; (c) have a value that is readily ascertainable via listing on or trading in a recognized United States or international exchange or market; and (d) are not illiquid. Balanced Fund On August 31, 1992, the T. Rowe Price Balanced Fund acquired substantially all of the assets of the Axe-Houghton Fund B, a series of Axe-Houghton Funds, Inc. As a result of this acquisition, the SEC requires that the historical performance information of the Balanced Fund be based on the performance of Fund B. Therefore, all performance information of the Balanced Fund prior to September 1, 1992, reflects the performance of Fund B and investment managers other than T. Rowe Price. Performance information after August 31, 1992, reflects the combined assets of the Balanced Fund and Fund B. Media & Telecommunications Fund On July 28, 1997, the fund converted its status from a closed-end fund to an open-end mutual fund. Prior to the conversion the fund was known as New Age Media Fund, Inc. Small-Cap Stock Fund Effective May 1, 1997, the fund's name was changed from the T. Rowe Price OTC Fund to the T. Rowe Price Small-Cap Stock Fund. Equity Index 500 Fund Effective January 30, 1998, the fund's name was changed from T. Rowe Price Equity Index Fund to the T. Rowe Price Equity Index 500 Fund. All funds except Capital Appreciation, Equity Income, and New America Growth Funds CAPITAL STOCK ------------------------------------------------------------------------------- The fund's Charter authorizes the Board of Directors/Trustees to classify and reclassify any and all shares which are then unissued, including unissued shares of capital stock into any number of classes or series; each class or series consisting of such number of shares and having such designations, such powers, preferences, rights, qualifications, limitations, and restrictions as shall be determined by the Board subject to the 1940 Act 86 and other applicable law. The shares of any such additional classes or series might therefore differ from the shares of the present class and series of capital stock and from each other as to preferences, conversions, or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption, subject to applicable law, and might thus be superior or inferior to the capital stock or to other classes or series in various characteristics. The Board of Directors/Trustees may increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the fund has authorized to issue without shareholder approval. Except to the extent that the fund's Board of Directors/Trustees might provide by resolution that holders of shares of a particular class are entitled to vote as a class on specified matters presented for a vote of the holders of all shares entitled to vote on such matters, there would be no right of class vote unless and to the extent that such a right might be construed to exist under Maryland law. The Charter contains no provision entitling the holders of the present class of capital stock to a vote as a class on any matter. Accordingly, the preferences, rights, and other characteristics attaching to any class of shares, including the present class of capital stock, might be altered or eliminated, or the class might be combined with another class or classes, by action approved by the vote of the holders of a majority of all the shares of all classes entitled to be voted on the proposal, without any additional right to vote as a class by the holders of the capital stock or of another affected class or classes. Shareholders are entitled to one vote for each full share held (and fractional votes for fractional shares held) and will vote in the election of or removal of directors/trustees (to the extent hereinafter provided) and on other matters submitted to the vote of shareholders. There will normally be no meetings of shareholders for the purpose of electing directors/trustees unless and until such time as less than a majority of the directors/ trustees holding office have been elected by shareholders, at which time the directors/trustees then in office will call a shareholders' meeting for the election of directors/trustees. Except as set forth above, the directors/ trustees shall continue to hold office and may appoint successor directors/trustees. Voting rights are not cumulative, so that the holders of more than 50% of the shares voting in the election of directors/trustees can, if they choose to do so, elect all the directors/trustees of the fund, in which event the holders of the remaining shares will be unable to elect any person as a director/trustee. As set forth in the By-Laws of the fund, a special meeting of shareholders of the fund shall be called by the Secretary of the fund on the written request of shareholders entitled to cast at least 10% of all the votes of the fund entitled to be cast at such meeting. Shareholders requesting such a meeting must pay to the fund the reasonably estimated costs of preparing and mailing the notice of the meeting. The fund, however, will otherwise assist the shareholders seeking to hold the special meeting in communicating to the other shareholders of the fund to the extent required by Section 16(c) of the 1940 Act. Capital Appreciation, Equity Income, and New America Growth Funds ORGANIZATION OF THE FUNDS ------------------------------------------------------------------------------- For tax and business reasons, the funds were organized as Massachusetts Business Trusts, and are registered with the SEC under the 1940 Act as diversified, open-end investment companies, commonly known as "mutual funds." The Declaration of Trust permits the Board of Trustees to issue an unlimited number of full and fractional shares of a single class. The Declaration of Trust also provides that the Board of Trustees may issue additional series or classes of shares. Each share represents an equal proportionate beneficial interest in the fund. In the event of the liquidation of the fund, each share is entitled to a pro-rata share of the net assets of the fund. Shareholders are entitled to one vote for each full share held (and fractional votes for fractional shares held) and will vote in the election of or removal of trustees (to the extent hereinafter provided) and on other matters submitted to the vote of shareholders. There will normally be no meetings of shareholders for the purpose of electing trustees unless and until such time as less than a majority of the trustees holding office have been elected by shareholders, at which time the trustees then in office will call a shareholders' meeting for the election of trustees. Pursuant to Section 16(c) of the 1940 Act, holders of record of not less than two-thirds of 87 the outstanding shares of the fund may remove a trustee by a vote cast in person or by proxy at a meeting called for that purpose. Except as set forth above, the trustees shall continue to hold office and may appoint successor trustees. Voting rights are not cumulative, so that the holders of more than 50% of the shares voting in the election of trustees can, if they choose to do so, elect all the trustees of the Trust, in which event the holders of the remaining shares will be unable to elect any person as a trustee. No amendments may be made to the Declaration of Trust without the affirmative vote of a majority of the outstanding shares of the Trust. Shares have no preemptive or conversion rights; the right of redemption and the privilege of exchange are described in the prospectus. Shares are fully paid and nonassessable, except as set forth below. The Trust may be terminated (i) upon the sale of its assets to another diversified, open-end management investment company, if approved by the vote of the holders of two-thirds of the outstanding shares of the Trust, or (ii) upon liquidation and distribution of the assets of the Trust, if approved by the vote of the holders of a majority of the outstanding shares of the Trust. If not so terminated, the Trust will continue indefinitely. Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the obligations of the fund. However, the Declaration of Trust disclaims shareholder liability for acts or obligations of the fund and requires that notice of such disclaimer be given in each agreement, obligation, or instrument entered into or executed by the fund or a Trustee. The Declaration of Trust provides for indemnification from fund property for all losses and expenses of any shareholder held personally liable for the obligations of the fund. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the fund itself would be unable to meet its obligations, a possibility which T. Rowe Price believes is remote. Upon payment of any liability incurred by the fund, the shareholders of the fund paying such liability will be entitled to reimbursement from the general assets of the fund. The Trustees intend to conduct the operations of the fund in such a way so as to avoid, as far as possible, ultimate liability of the shareholders for liabilities of such fund. All funds FEDERAL REGISTRATION OF SHARES ------------------------------------------------------------------------------- The fund's shares are registered for sale under the 1933 Act. Registration of the fund's shares is not required under any state law, but the fund is required to make certain filings with and pay fees to the states in order to sell its shares in the states. LEGAL COUNSEL ------------------------------------------------------------------------------- Shearman & Sterling, whose address is 599 Lexington Avenue, New York, New York 10022, is legal counsel to the fund. INDEPENDENT ACCOUNTANTS ------------------------------------------------------------------------------- PricewaterhouseCoopers LLP, 250 West Pratt Street, 21st Floor, Baltimore, Maryland 21201, are the independent accountants to the funds. The financial statements of the funds listed below for the periods ended December 31, 2001, and the report of independent accountants are included in each fund's Annual Report for the periods ended December 31, 2001. A copy of each Annual Report accompanies this Statement of Additional Information. The following financial statements and the report of independent accountants appearing in each Annual Report for the periods ended December 31, 2001, are incorporated into this Statement of Additional Information by reference (references are to page numbers in the Reports): 88
ANNUAL REPORT REFERENCES: EQUITY FINANCIAL NEW AMERICA NEW ERA INCOME SERVICES GROWTH ------- ------ -------- ------ Financial Highlights, December 1 1 31, 2001 8 0 0 10 Statement of Net Assets, December 31, 2001 10-17 11-13 11-16 11-15 Statement of Operations, year ended December 31, 2001 18 14 17 16 Statement of Changes in Net Assets, years ended December 31, 2001, and December 31, 2000 19-20 15 18 17 Notes to Financial Statements, December 31, 2001 21-25 16-19 19-22 18-22 Report of Independent Accountants 26 20 23 23
DIVIDEND GROWTH BLUE CHIP CAPITAL GROWTH STOCK GROWTH OPPORTUNITY ------ ----- ------ ----------- Financial Highlights, December 31, 2001 9 9 11 8 Statement of Net Assets, December 31, 2001 10-16 10-16 13-19 9-20 Statement of Operations, year ended December 31, 2001 17 17 20 21 Statement of Changes in Net Assets, years ended December 31, 2001, and December 31, 2000 18 18 21-22 22 Notes to Financial Statements, December 31, 2001 19-22 19-24 23-27 23-26 Report of Independent Accountants 23 25 28 27
MID-CAP REAL INSTITUTIONAL VALUE VALUE ESTATE MID-CAP EQUITY ----- ----- ------ GROWTH ------ Financial Highlights, December 31, 2001 8 9 9 7 Statement of Net Assets, December 31, 2001 10-16 10-16 10-12 8-10 Statement of Operations, year ended December 31, 2001 17 17 13 11 Statement of Changes in Net Assets, years ended December 31, 2001, and December 31, 2000 18-19 18 14 12 Notes to Financial Statements, December 31, 2001 20-24 19-22 15-18 13-14 Report of Independent Accountants 25 23 19 15
89
EXTENDED TOTAL EQUITY EQUITY MARKET INDEX MARKET INDEX ------------ ------------ Financial Highlights, December 31, 2001 2 2 Portfolio of Investments, December 31, 2001 3-86 3-68 Statement of Assets and Liabilities, December 31, 2001 87 69 Statement of Operations, year ended December 31, 2001 88 70 Statement of Changes in Net Assets, years ended December 31, 2001, and December 31, 2000 89 71 Notes to Financial Statements, December 31, 2001 90-93 72-75 Report of Independent Accountants 94 76
DIVERSIFIED GROWTH HEALTH SMALL-CAP & INCOME SCIENCES GROWTH -------- -------- ------ Financial Highlights, December 31, 2001 9 9 9 Statement of Net Assets, December 31, 2001 10-23 10-15 10-15 Statement of Operations, year ended December 31, 2001 24 16 16 Statement of Changes in Net Assets, years ended December 31, 2001, and December 31, 2000 25 17 17 Notes to Financial Statements, December 31, 2001 26-29 18-22 18-22 Report of Independent Accountants 30 23 23
GLOBAL DEVELOPING TECHNOLOGY TECHNOLOGIES ---------- ------------ Financial Highlights, December 31, 2001 8 8 Statement of Net Assets, December 31, 2001 9-13 9-13 Statement of Operations, December 31, 2001 14 14 Statement of Changes in Net Assets, periods ended December 31, 2001, and December 31, 2000 15 15 Notes to Financial Statements, December 31, 2001 16-20 16-19 2 Report of Independent Accountants 1 20
90
SCIENCE & EQUITY TECHNOLOGY INDEX 500 ---------- --------- Financial Highlights, December 31, 2001 8 1 Statement of Net Assets, December 31, 2001 10-14 2-20 2 Statement of Operations, December 31, 2001 15 1 Statement of Changes in Net Assets, years ended 2 December 31, 2001, and December 31, 2000 16-17 2 2 Notes to Financial Statements, December 31, 2001 18-22 3-28 Report of Independent Accountants 23 29
NEW CAPITAL MID-CAP BALANCED HORIZONS APPRECIATIONGROWTH -------- -------- ---------- Financial Highlights, December 31, 1 2001 10 11 8 2 Portfolio of Investments, December 31, 2001 11-39 12-22 9-15 14-19 Statement of Assets and Liabilities, December 31, 2001 40 23 16 20 Statement of Operations, year ended December 31, 2001 41 24 17 21 Statement of Changes in Net Assets, years ended December 31, 2001, and December 31, 2000 42 25 18 22-23 Notes to Financial Statements, December 31, 2001 43-47 26-29 19-22 24-28 Report of Independent Accountants 48 30 23 29
SMALL-CAP MEDIA & STOCK TELECOMMU- ----- NICATIONS --------- Financial Highlights, December 31, 2001 10 7 Portfolio of Investments, December 31, 2001 12-22 8-10 Statement of Assets and Liabilities, December 31, 2001 23 11 Statement of Operations, year ended December 31, 2001 24 12 Statement of Changes in Net Assets, years ended December 31, 2001, and December 31, 2000 25-26 13 Notes to Financial Statements, December 31, 2001 27-31 14-17 Report of Independent Accountants 32 18
91
INSTITUTIONAL SMALL-CAP LARGE-CAP VALUE VALUE ----- ----- Financial Highlights, December 31, 2001 5 8 Portfolio of Investments, December 31, 2001 6-8 10-21 Statement of Assets and Liabilities, December 31, 2001 9 22 Statement of Operations, year ended December 31, 2001 10 23 Statement of Changes in Net Assets, years ended December 31, 2001, and December 31, 2000 11 24-25 Notes to Financial Statements, December 31, 2001 12-13 26-30 Report of Independent Accountants 14 31
INSTITUTIONAL SMALL-CAP STOCK --------------- Financial Highlights, December 31, 2001 6 Statement of Net Assets, December 31, 2001 7-11 Statement of Operations, December 31, 2001 12 Statement of Changes in Net Assets, December 31, 2001 13 Notes to Financial Statements, December 31, 2001 14-15 1 Report of Independent Accountants 6
INSTITUTIONAL LARGE-CAP GROWTH ------ Financial Highlights, December 31, 2001 4 Statement of Net Assets, December 31, 2001 5-6 Statement of Operations, for the period ended December 31, 2001 7 Statement of Changes in Net Assets, for the period ended December 31, 2001 8 Notes to Financial Statements, December 31, 2001 9-10 1 Report of Independent Accountants 1
92
BLUE CHIP EQUITY INCOME GROWTH FUND-ADVISOR VALUE FUND- FUND-ADVISOR CLASS ADVISOR CLASS CLASS ----- ------------- ----- Financial Highlights, December 31, 2001 12 9 9 10 Statement of Net Assets, -1 December 31, 2001 13-19 7 10-16 Statement of Operations, year 1 ended December 31, 2001 20 8 17 Statement of Changes in Net Assets, for the periods ended December 31, 2001, and December 1 31, 2000 21-22 9-20 18-19 2 Notes to Financial Statements, 1 December - 31, 2001 23-27 25 20-24 Report of Independent 2 2 Accountants 8 26 5
MID-CAP SMALL-CAP STOCK GROWTH FUND- FUND- ADVISOR CLASS ADVISOR CLASS ------------- ------------- 1 Financial Highlights, December 31, 2001 3 11 1 4 -1 Portfolio of Investments, December 31, 2001 9 12-22 Statement of Assets and Liabilities, December 31, 2001 20 23 Statement of Operations, year ended December 2 31, 2001 1 24 Statement of Changes in Net Assets, for the periods ended December 31, 2001, and December 22 31, 2000 -23 25-26 2 4 Notes to Financial Statements, December 31, -2 2001 8 27-31 2 Report of Independent Accountants 9 32
SMALL-CAP VALUE FUND-ADVISOR CLASS ----- Financial Highlights, December 31, 2001 9 Portfolio of Investments, December 31, 2001 10-21 Statement of Assets and Liabilities, December 31, 2001 22 Statement of Operations, year ended December 31, 2001 23 Statement of Changes in Net Assets, for the periods ended December 31, 2001, and December 31, 2000 24-25 Notes to Financial Statements, December 31, 2001 26-30 Report of Independent Accountants 31
93
SCIENCE & TECHNOLOGY FUND-ADVISOR CLASS ----- Financial Highlights, December 31, 2001 9 Statement of Net Assets, December 31, 2001 10-14 Statement of Operations, year ended December 31, 2001 15 Statement of Changes in Net Assets, for the periods ended December 31, 2001, and December 31, 2000 16-17 Notes to Financial Statements, December 31, 2001 18-22 Report of Independent Accountants 23
RATINGS OF CORPORATE DEBT SECURITIES ------------------------------------------------------------------------------- Moody's Investors Service, Inc. Aaa-Bonds rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as "gilt edge." Aa-Bonds rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high-grade bonds. A-Bonds rated A possess many favorable investment attributes and are to be considered as upper medium-grade obligations. Baa-Bonds rated Baa are considered as medium-grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well. Ba-Bonds rated Ba are judged to have speculative elements: their futures cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class. B-Bonds rated B generally lack the characteristics of a desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small. Caa-Bonds rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to repayment of principal or payment of interest. Ca-Bonds rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings. C-Bonds rated C represent the lowest rated and have extremely poor prospects of attaining investment standing. Standard & Poor's Corporation AAA-This is the highest rating assigned by Standard & Poor's to a debt obligation and indicates an extremely strong capacity to pay principal and interest. AA-Bonds rated AA also qualify as high-quality debt obligations. Capacity to pay principal and interest is very strong. 94 A-Bonds rated A have a strong capacity to pay principal and interest, although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions. BBB-Bonds rated BBB are regarded as having an adequate capacity to pay principal and interest. Whereas they normally exhibit adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay principal and interest for bonds in this category than for bonds in the A category. BB, B, CCC, CC, C-Bonds rated BB, B, CCC, CC, and C are regarded on balance as predominantly speculative with respect to the issuer's capacity to pay interest and repay principal. BB indicates the lowest degree of speculation and C the highest degree of speculation. While such bonds will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions. D-In default. Fitch IBCA, Inc. AAA-High grade, broadly marketable, suitable for investment by trustees and fiduciary institutions, and liable to slight market fluctuation other than through changes in the money rate. The prime feature of a "AAA" bond is the showing of earnings several times or many times interest requirements for such stability of applicable interest that safety is beyond reasonable question whenever changes occur in conditions. Other features may enter, such as wide margin of protection through collateral, security, or direct lien on specific property. Sinking funds or voluntary reduction of debt by call or purchase are often factors, while guarantee or assumption by parties other than the original debtor may influence their rating. AA-Of safety virtually beyond question and readily salable. Their merits are not greatly unlike those of "AAA" class but a bond so rated may be junior though of strong lien, or the margin of safety is less strikingly broad. The issue may be the obligation of a small company, strongly secured, but influenced as to rating by the lesser financial power of the enterprise and more local type of market. A-Bonds rated A are considered to be investment grade and of high credit quality. The obligor's ability to pay interest and repay principal is considered to be strong, but may be more vulnerable to adverse changes in economic conditions and circumstances than bonds with higher ratings. BBB-Bonds rated BBB are considered to be investment grade and of satisfactory credit quality. The obligor's ability to pay interest and repay principal is considered to be adequate. Adverse changes in economic conditions and circumstances, however, are more likely to have adverse impact on these bonds, and therefore impair timely payment. The likelihood that the ratings of these bonds will fall below investment grade is higher than for bonds with higher ratings. BB, B, CCC, CC, and C-Bonds rated BB, B, CCC, CC, and C are regarded on balance as predominantly speculative with respect to the issuer's capacity to pay interest and repay principal in accordance with the terms of the obligation for bond issues not in default. BB indicates the lowest degree of speculation and C the highest degree of speculation. The rating takes into consideration special features of the issue, its relationship to other obligations of the issuer, and the current and prospective financial condition and operating performance of the issuer. 95 PAGE 2 PART C OTHER INFORMATION ITEM 23. EXHIBITS (a)(1) Articles of Incorporation (filed with Amendment No. 75) (a)(2) Articles of Amendment (filed with Amendment No. 83) (a)(3) Articles of Amendment (electronically filed with Amendment No. 89, dated April 24, 1998) (b) By-Laws of Registrant as amended, July 21, 1999 (electronicaly filed with Amendment No. 95 dated April 28, 2000) (c) Specimen Stock Certificate (filed with Amendment No. 75) (d) Investment Management Agreement between OTC Fund, Inc., and T. Rowe Price Associates, Inc., (filed with Amendment No. 83) (e) Underwriting Agreement between OTC Fund, Inc. and T. Rowe Price Investment Services, Inc. (filed with Amendment No. 83) (f) Inapplicable (g) Custody Agreements (g)(1) Custodian Agreement between T. Rowe Price Funds and State Street Bank and Trust Company, dated January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, June 7, 2001, and July 24, 2001 (g)(2) Global Custody Agreement between The Chase Manhattan Bank and T. Rowe Price Funds, dated January 3, 1994, as amended April 18, 1994, August 15, 1994, November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October 29, 1997, December 15, 1998, October 6, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, April 25, 2001, and July 24, 2001 (h) Other Agreements (h)(1) Transfer Agency and Service Agreement between T. Rowe Price Services, Inc. and T. Rowe Price Funds, dated January 1, 2002 PAGE 3 (h)(2) Agreement between T. Rowe Price Associates, Inc. and T. Rowe Price Funds for Fund Accounting Services, dated January 1, 2002 (h)(3) Agreement between T. Rowe Price Retirement Plan Services, Inc. and the Taxable Funds, dated January 1, 2002 (i) Inapplicable (j) Other Opinions (j)(1) Consent of Independent Accountants (j)(2) Opinion of Counsel (j)(3) Power of Attorney (k) Inapplicable (l) Inapplicable (m)(1) Rule 12b-1 Plan dated February 9, 2000 (electronically filed with Amendment No. 93 dated March 27, 2000) (m)(2) Form of Selling Agreement to be used by T. Rowe Price Investment Services, Inc. (electronically filed with Amendment No. 93 dated March 27, 2000) (n) Rule 18f-3 Plan dated February 9, 2000 (electronically filed with Amendment No. 93 dated March 27, 2000) (p) Code of Ethics, dated April 1, 2002 ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT None ITEM 25. INDEMNIFICATION The Registrant maintains comprehensive Errors and Omissions and Officers and Directors insurance policies written by the Evanston Insurance Company and ICI Mutual. These policies provide coverage for T. Rowe Price Associates, Inc. ("Manager"), and its subsidiaries and affiliates as listed in Item 26 of this Registration Statement (with the exception of the T. Rowe Price Associates Foundation, Inc.), and all other investment companies in the T. Rowe Price family of mutual funds. In addition to the corporate insureds, the policies also cover the officers, directors, and employees of the Manager, its subsidiaries, and PAGE 4 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"). PAGE 5 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 (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 PAGE 6 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 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT MANAGER T. Rowe Price Group, Inc., ("GROUP") owns 100% of the stock of T. Rowe Price Associates, Inc. Group was formed in 2000 as a holding company for the T. Rowe Price affiliated companies. T. Rowe Price Associates, Inc. ("PRICE ASSOCIATES"), a Maryland corporation, serves as investment adviser to individual and institutional investors, including investment companies. Price Associates is registered as an investment adviser under the Investment Advisers Act of 1940. T. Rowe Price Savings Bank ("SAVINGS BANK"), a wholly owned subsidiary of T. Rowe Price Associates, Inc., commenced operations in 2000. The Savings Bank is a federally chartered savings bank, and provides federally insured bank products to a national customer base. T. Rowe Price International, Inc. (formerly Rowe Price-Fleming International, Inc.), a Maryland corporation, is a wholly owned subsidiary of T. Rowe Price Finance, Inc. T. Rowe Price International, Inc. ("T. ROWE PRICE INTERNATIONAL") was incorporated in Maryland in 2000 and provides investment counsel PAGE 7 service with respect to foreign securities for institutional investors in the United States and elsewhere. In addition to managing private counsel client accounts, T. Rowe Price International also sponsors and serves as adviser and subadviser to U.S. and foreign registered investment companies which invest in foreign securities, and provides investment advice to the T. Rowe Price Trust Company, trustee of the International Common Trust Fund. T. Rowe Price Global Investment Services Limited ("GLOBAL INVESTMENT SERVICES") is an English Corporation, organized in 2000, and a wholly owned subsidiary of T. Rowe Price Group, Inc. Global Investment Services is also regulated by the English Financial Services Authority and provides investment management, sales, and client servicing to non-U.S. institutional and retail investors. T. Rowe Price Global Asset Management Limited ("GLOBAL ASSET MANAGEMENT"), an English corporation, is an SEC registered investment adviser under the Investment Advisers Act of 1940. Global Asset Management provides investment management services to Japanese investment trusts and other accounts for institutional investors in Japan pursuant to one or more delegation agreements entered into between Daiwa SB Investments, Ltd. and Global Asset Management or other advisory agreements. Global Asset Management is a wholly-owned subsidiary of T. Rowe Price Group, Inc. T. Rowe Price Investment Services, Inc. ("INVESTMENT SERVICES"), a wholly owned subsidiary of T. Rowe Price Associates, Inc., was incorporated in Maryland in 1980 for the specific purpose of acting as principal underwriter and distributor for the registered investment companies which T. Rowe Price Associates, Inc. sponsors and serves as investment adviser (the "PRICE FUNDS"). Investment Services also serves as distributor for any proprietary variable annuity products. Investment Services is registered as a broker-dealer under the Securities Exchange Act of 1934 and is a member of the National Association of Securities Dealers, Inc. In 1984, Investment Services expanded its activities to include a brokerage service. TRP Distribution, Inc., a wholly owned subsidiary of Investment Services, was incorporated in Maryland in 1991. It was organized for, and engages in, the sale of certain investment related products prepared by Investment Services and T. Rowe Price Retirement Plan Services. T. Rowe Price Associates Foundation, Inc. (the "FOUNDATION"), was incorporated in 1981 (and is not a subsidiary of T. Rowe Price Associates, Inc.). The Foundation's overall objective is to improve the quality of life in the community at large by making charitable contributions to nonprofit PAGE 8 organizations benefiting education, arts and culture, civic and community, and human services interests. In addition to grant making, the Foundation also has a very generous matching gift program whereby contributions its employees make to qualifying organizations of their choice are matched according to established guidelines. T. Rowe Price Services, Inc. ("PRICE SERVICES"), a wholly owned subsidiary of T. Rowe Price Associates, Inc., was incorporated in Maryland in 1982 and is registered as a transfer agent under the Securities Exchange Act of 1934. Price Services provides transfer agent, dividend disbursing, and certain other services, including shareholder services, to the Price Funds. T. Rowe Price Retirement Plan Services, Inc. ("RPS"), a wholly owned subsidiary of T. Rowe Price Associates, Inc., was incorporated in Maryland in 1991 and is registered as a transfer agent under the Securities Exchange Act of 1934. RPS provides administrative, recordkeeping, and subaccounting services to administrators of employee benefit plans. T. Rowe Price Trust Company ("TRUST COMPANY"), a wholly owned subsidiary of T. Rowe Price Associates, Inc., is a Maryland-chartered limited-service trust company, organized in 1983 for the purpose of providing fiduciary services. The Trust Company serves as trustee and/or custodian of certain qualified and non-qualified employee benefit plans, individual retirement accounts, and common trust funds. T. Rowe Price Investment Technologies, Inc. was incorporated in Maryland in 1996. A wholly owned subsidiary of T. Rowe Price Associates, Inc., it owns the technology rights, hardware, and software of T. Rowe Price Associates, Inc. and affiliated companies and provides technology services to them. TRPH Corporation, a wholly owned subsidiary of T. Rowe Price Associates, Inc., was organized in 1997 to acquire an interest in a UK-based corporate finance advisory firm. T. Rowe Price Threshold Fund Associates, Inc., a wholly owned subsidiary of T. Rowe Price Associates, Inc., was incorporated in Maryland in 1994 and serves as the general partner of T. Rowe Price Threshold Fund III, L.P., a Delaware limited partnership. T. Rowe Price Threshold Fund III, L.P., a Delaware limited partnership, was organized in 1994 by T. Rowe Price Associates, Inc. and invests in private financings of small companies with high growth potential; Threshold Fund Associates, Inc. is the General Partner of the partnership. PAGE 9 T. Rowe Price Stable Asset Management, Inc. ("STABLE ASSET MANAGEMENT"), was incorporated in Maryland in 1988 as a wholly owned subsidiary of T. Rowe Price Associates, Inc. Stable Asset Management is registered as an investment adviser under the Investment Advisers Act of 1940, and specializes in the management of investment portfolios which seek stable investment returns through the use of guaranteed investment contracts, bank investment contracts, structured investment contracts issued by insurance companies and banks, as well as fixed income securities. T. Rowe Price Recovery Fund Associates, Inc., a Maryland corporation, is a wholly owned subsidiary of T. Rowe Price Associates, Inc. organized in 1988 for the purpose of serving as General Partner of T. Rowe Price Recovery Fund, L.P., a Delaware limited partnership which invests in financially distressed companies. T. Rowe Price Recovery Fund II Associates, L.L.C., is a Maryland limited liability company (with T. Rowe Price Associates, Inc. and T. Rowe Price Trust Company as its members) organized in 1996 to serve as General Partner of T. Rowe Price Recovery Fund II, L.P., a Delaware limited partnership which also invests in financially distressed companies. T. Rowe Price (Canada), Inc. ("TRP CANADA") is a Maryland corporation organized in 1988 as a wholly owned subsidiary of T. Rowe Price Associates, Inc. This entity is registered as an investment adviser under the Investment Advisers Act of 1940 as well as with the Ontario Securities Commission to provide advisory services to individual and institutional clients residing in Canada. T. Rowe Price Insurance Agency, Inc., is a wholly owned subsidiary of T. Rowe Price Group, Inc., organized in Maryland in 1994 and licensed to do business in several states to act primarily as a distributor of proprietary variable annuity products. Since 1983, T. Rowe Price Associates, Inc. has organized several distinct Maryland limited partnerships, which are informally called the Pratt Street Ventures partnerships, for the purpose of acquiring interests in growth-oriented businesses. TRP Suburban, Inc., is a Maryland corporation organized in 1990 as a wholly owned subsidiary of T. Rowe Price Associates, Inc. It entered into agreements with McDonogh School and CMANE-McDonogh-Rowe Limited Partnership to construct an office building in Owings Mills, Maryland, which currently houses T. Rowe Price Associates' transfer agent, plan administrative services, retirement plan services, and operations support functions. PAGE 10 TRP Suburban Second, Inc., a wholly owned Maryland subsidiary of T. Rowe Price Associates, Inc., was incorporated in 1995 to primarily engage in the development and ownership of real property located in Owings Mills, Maryland. TRP Suburban Third, Inc., a wholly owned Maryland subsidiary of T. Rowe Price Associates, Inc., was incorporated in 1999 to primarily engage in the development and ownership of real property located in Colorado Springs, Colorado. TRP Finance, Inc., a wholly owned subsidiary of T. Rowe Price Associates, Inc., is a Delaware corporation organized in 1990 to manage certain passive corporate investments and other intangible assets. T. Rowe Price Strategic Partners Fund II, L.P. is a Delaware limited partnership organized in 1992, for the purpose of investing in small public and private companies seeking capital for expansion or undergoing a restructuring of ownership. The general partner of T. Rowe Price Strategic Partners Fund II, L.P. is T. Rowe Price Strategic Partners II, L.P., a Delaware limited partnership whose general partner is T. Rowe Price Strategic Partners Associates, Inc. T. Rowe Price Advisory Services, Inc., ("ADVISORY SERVICES"), a wholly owned subsidiary of T. Rowe Price Group, Inc. was incorporated in Maryland in 2000 Advisory Services is registered as an investment adviser under the Investment Advisers Act of 1940, and provides investment advisory services to individuals, including shareholders of the Price Funds. Listed below are the directors, executive officers and managing directors of T. Rowe Price Group, Inc. who have other substantial businesses, professions, vocations, or employment aside from their association with T. Rowe Price Associates, Inc.: DIRECTORS OF T. ROWE PRICE GROUP, INC. D. WILLIAM J. GARRETT, Director of T. Rowe Price Group, Inc. Mr. Garrett was the Group Chief Executive of Robert Fleming Holdings Limited from 1997 until 2000 when the company was acquired by the Chase Manhattan Corporation. He also served as a director of Rowe Price-Fleming International, Inc. (now T. Rowe Price International) from 1981 until 2000. Mr. Garrett's address is 13 Stanley Crescent, London W11 2NA, England. JAMES H. GILLIAM, JR., Director of T. Rowe Price Group, Inc. Mr. Gilliam is an attorney, private investor and consultant; counsel to Knickerbocker LLC, a private investment company; and director PAGE 11 or trustee at several institutions. Mr. Gilliam's address is: Brandywine Plaza, 105 Foulk Road, Suite 101, Wilmington, Delaware 19803. DONALD B. HEBB, JR., Director of T. Rowe Price Group, Inc. Mr. Hebb is the managing general partner of ABS Capital Partners. Mr. Hebb's address is One South Street, 25th Floor, Baltimore, Maryland 21202. RICHARD L. MENSCHEL, Director of T. Rowe Price Group, Inc. Mr. Menschel is a limited partner of The Goldman Sachs Group, L.P., an investment banking firm. Mr. Menschel's address is: 85 Broad Street, 2nd Floor, New York, New York 10004. ANNE MARIE WHITTEMORE, Director of T. Rowe Price Group, Inc. Mrs. Whittemore is a partner of the law firm of McGuire, Woods, Battle & Boothe L.L.P. and a Director of Owens & Minor, Inc.; Fort James Corporation; and Albemarle Corporation. Mrs. Whittemore's address is: One James Center, Richmond, Virginia 23219. All of the following directors of T. Rowe Price Group, Inc. are employees of T. Rowe Price Associates, Inc. EDWARD C. BERNARD, Director and Managing Director of T. Rowe Price Group, Inc., and T. Rowe Price Associates, Inc.; Director and President of T. Rowe Price Insurance Agency, Inc. and T. Rowe Price Investment Services, Inc.; Director of T. Rowe Price Services, Inc.; Vice President of TRP Distribution, Inc.; Chairman of the Board and Director of T. Rowe Price Savings Bank. HENRY H. HOPKINS, Director and Managing Director of T. Rowe Price Group, Inc.; Managing Director of T. Rowe Price Associates, Inc.; Director of T. Rowe Price Insurance Agency, Inc.; Vice President and Director of T. Rowe Price (Canada), Inc., T. Rowe Price Investment Services, Inc., T. Rowe Price Services, Inc., T. Rowe Price Threshold Fund Associates, Inc., T. Rowe Price Trust Company, TRP Distribution, Inc., and TRPH Corporation; Vice President of T. Rowe Price International, T. Rowe Price Real Estate Group, Inc., T. Rowe Price Retirement Plan Services, Inc., T. Rowe Price Stable Asset Management, Inc., and T. Rowe Price Strategic Partners Associates, Inc. JAMES A.C. KENNEDY, Director and Managing Director of T. Rowe Price Group, Inc., and T. Rowe Price Associates, Inc.; President and Director of T. Rowe Price Strategic Partners Associates, Inc.; Director and Vice President of T. Rowe Price Threshold Fund Associates, Inc. JOHN H. LAPORTE, JR., Director and Managing Director of T. Rowe Price Group, Inc.; Managing Director of T. Rowe Price Associates, Inc. PAGE 12 WILLIAM T. REYNOLDS, Director and Managing Director of T. Rowe Price Group, Inc., and T. Rowe Price Associates, Inc.; Chairman of the Board and Director of T. Rowe Price Stable Asset Management, Inc.; Director of TRP Finance, Inc.; Director of T. Rowe Price Global Asset Management Limited. JAMES S. RIEPE, Vice-Chairman of the Board, Director, and Managing Director of T. Rowe Price Group, Inc.; Director and Managing Director of T. Rowe Price Associates, Inc.; Chairman of the Board, Director, President, and Trust Officer of T. Rowe Price Trust Company; Chairman of the Board and Director of T. Rowe Price (Canada), Inc., T. Rowe Price Investment Services, Inc., T. Rowe Price Investment Technologies, Inc., T. Rowe Price Retirement Plan Services, Inc., and T. Rowe Price Services, Inc.; Director of T. Rowe Price International, Inc., T. Rowe Price Global Investment Services Limited, T. Rowe Price Insurance Agency, Inc., and TRPH Corporation; Director and President of TRP Distribution, Inc., TRP Suburban, Inc., TRP Suburban Second, Inc., and TRP Suburban Third, Inc.; and Director and Vice President of T. Rowe Price Stable Asset Management, Inc. GEORGE A. ROCHE, Chairman of the Board, President, Director, and Managing Director of T. Rowe Price Group, Inc.; President, Director and Managing Director of T. Rowe Price Associates, Inc.; Chairman of the Board and Director of TRP Finance, Inc.; Director of T. Rowe Price International, Inc., T. Rowe Price Retirement Plan Services, Inc., and T. Rowe Price Strategic Partners, Inc., and Director and Vice President of T. Rowe Price Threshold Fund Associates, Inc., TRP Suburban, Inc., TRP Suburban Second, Inc., and TRP Suburban Third, Inc. BRIAN C. ROGERS, Director and Managing Director of T. Rowe Price Group, Inc.; Managing Director of T. Rowe Price Associates, Inc.; Vice President of T. Rowe Price Trust Company. M. DAVID TESTA, Vice Chairman of the Board, Chief Investment Officer, Director, and Managing Director of T. Rowe Price Group, Inc.; Director, Chief Investment Officer, and Managing Director of T. Rowe Price Associates, Inc.; Director, T. Rowe Price International, Inc. and T. Rowe Price Global Investment Services Limited; Chairman of the Board and Director of T. Rowe Price Global Asset Management Limited; President and Director of T. Rowe Price (Canada), Inc.; Director and Vice President of T. Rowe Price Trust Company; and Director of TRPH Corporation. MARTIN G. WADE, Director and Managing Director of T. Rowe Price Group, Inc.; Managing Director of T. Rowe Price Associates, Inc.; Chairman of the Board and Director of T. Rowe Price International, Inc. and T. Rowe Price Global Investment Services Limited; Director, T. Rowe Price Global Asset Management Limited. PAGE 13 ADDITIONAL EXECUTIVE OFFICERS CRISTINA WASIAK, Managing Director and Chief Financial Officer of T. Rowe Price Group, Inc.; Vice President of T. Rowe Price Associates, Inc. ADDITIONAL MANAGING DIRECTORS OF T. ROWE PRICE GROUP, INC. AND T. ROWE PRICE ASSOCIATES, INC. CHRISTOPHER ALDERSON, Managing Director of T. Rowe Price Group, Inc. and T. Rowe Price Associates, Inc.; Vice President of T. Rowe Price International, Inc. PRESTON G. ATHEY, Managing Director of T. Rowe Price Group, Inc., and T. Rowe Price Associates, Inc.; Vice President of T. Rowe Price Trust Company; Vice President of T. Rowe Price Trust Company. BRIAN W.H. BERGHUIS, Managing Director of T. Rowe Price Group, Inc., and T. Rowe Price Associates, Inc. STEPHEN W. BOESEL, Managing Director of T. Rowe Price Group, Inc., and T. Rowe Price Associates, Inc.; Vice President of T. Rowe Price Trust Company. JOHN H. CAMMACK, Managing Director of T. Rowe Price Group, Inc., and T. Rowe Price Associates, Inc.; Vice President of T. Rowe Price Investment Services, Inc. and T. Rowe Price Trust Company. JOHN R. FORD, Managing Director of T. Rowe Price Group, Inc. and T. Rowe Price Associates, Inc.; Director and Chief Investment Officer of T. Rowe Price International, Inc. MICHAEL A. GOFF, Managing Director of T. Rowe Price Group, Inc., and T. Rowe Price Associates, Inc.; Director and the President of T. Rowe Price Investment Technologies, Inc. IAN D. KELSON, Managing Director of T. Rowe Price Group, Inc. and T. Rowe Price Associates, Inc.; Vice President of T. Rowe Price International, Inc. GREGORY A. McCRICKARD, Managing Director of T. Rowe Price Group, Inc., and T. Rowe Price Associates, Inc.; Vice President of T. Rowe Price Trust Company. MARY J. MILLER, Managing Director of T. Rowe Price Group, Inc., and T. Rowe Price Associates, Inc. PAGE 14 NANCY M. MORRIS, Managing Director of T. Rowe Price Group, Inc., and T. Rowe Price Associates, Inc.; Vice President of T. Rowe Price International, Inc., T. Rowe Price Investment Services, Inc., and T. Rowe Price Stable Asset Management, Inc.; Director and Vice President of T. Rowe Price Trust Company; Director of T. Rowe Price Global Asset Management Limited. GEORGE A. MURNAGHAN, Managing Director of T. Rowe Price Group, Inc., and T. Rowe Price Associates, Inc.; Vice President of T. Rowe Price Investment Services, Inc. and T. Rowe Price Trust Company; Vice President of T. Rowe Price International, Inc. EDMUND M. NOTZON III, Managing Director of T. Rowe Price Group, Inc., and T. Rowe Price Associates, Inc.; Vice President of T. Rowe Price Investment Services, Inc., and T. Rowe Price Trust Company. WAYNE D. O'MELIA, Managing Director of T. Rowe Price Group, Inc., and T. Rowe Price Associates, Inc.; Director and Vice President of T. Rowe Price Investment Services, Inc.; Director and President of T. Rowe Price Services, Inc.; Vice President of T. Rowe Price Trust Company. LARRY J. PUGLIA, Managing Director of T. Rowe Price Group, Inc., and T. Rowe Price Associates, Inc.; Vice President of T. Rowe Price (Canada), Inc. JOHN R. ROCKWELL, Managing Director of T. Rowe Price Group, Inc., and T. Rowe Price Associates, Inc.; Director and Senior Vice President of T. Rowe Price Retirement Plan Services, Inc.; Director and Vice President of T. Rowe Price Stable Asset Management, Inc. and T. Rowe Price Trust Company; Vice President of T. Rowe Price Investment Services, Inc. R. TODD RUPPERT, Managing Director of T. Rowe Price Group, Inc., and T. Rowe Price Associates, Inc.; Director and President of T. Rowe Price Global Asset Management Limited and T. Rowe Price Global Investment Services Limited; President and Director of TRPH Corporation; Vice President of T. Rowe Price Retirement Plan Services, Inc. and T. Rowe Price Trust Company. ROBERT W. SMITH, Managing Director of T. Rowe Price Group, Inc., and T. Rowe Price Associates, Inc.; Vice President of T. Rowe Price International, Inc. WILLIAM J. STROMBERG, Managing Director of T. Rowe Price Group, Inc., and T. Rowe Price Associates, Inc. PAGE 15 MARK J. VASELKIV, Managing Director of T. Rowe Price Group, Inc., and T. Rowe Price Associates, Inc.; Vice President of T. Rowe Price Recovery Fund Associates, Inc. and T. Rowe Price Recovery Fund II Associates, L.L.C. CHARLES E. VIETH, Managing Director of T. Rowe Price Group, Inc., and T. Rowe Price Associates, Inc.; Director and President of T. Rowe Price Retirement Plan Services, Inc.; Director and Vice President of T. Rowe Price Investment Services, Inc. and T. Rowe Price Services, Inc.; Vice President of T. Rowe Price (Canada), Inc., T. Rowe Price Trust Company, and TRP Distribution, Inc. DAVID J.L. WARREN, Managing Director of T. Rowe Price Group, Inc. and T. Rowe Price Associates, Inc.; Director, Chief Executive Officer, and President of T. Rowe Price International, Inc.; Director of T. Rowe Price Global Asset Management Limited. RICHARD T. WHITNEY, Managing Director of T. Rowe Price Group, Inc., and T. Rowe Price Associates, Inc.; Vice President of T. Rowe Price International, Inc. and T. Rowe Price Trust Company. Certain directors and officers of T. Rowe Price Group, Inc., and T. Rowe Price Associates, Inc. are also officers and/or directors of one or more of the Price Funds and/or one or more of the affiliated entities listed herein. See also "Management of the Funds," in Registrant's Statement of Additional Information. ITEM 27. PRINCIPAL UNDERWRITERS (a) The principal underwriter for the Registrant is Investment Services. Investment Services acts as the principal underwriter for the T. Rowe Price family of mutual funds, including the following investment companies: T. Rowe Price Growth Stock Fund, Inc., T. Rowe Price New Horizons Fund, Inc., T. Rowe Price New Era Fund, Inc., T. Rowe Price New Income Fund, Inc., T. Rowe Price Prime Reserve Fund, Inc., T. Rowe Price Tax-Free Income Fund, Inc., T. Rowe Price Tax-Exempt Money Fund, Inc., T. Rowe Price International Funds, Inc., T. Rowe Price Growth & Income Fund, Inc., T. Rowe Price Tax-Free Short-Intermediate Fund, Inc., T. Rowe Price Short-Term Bond Fund, Inc., T. Rowe Price High Yield Fund, Inc., T. Rowe Price Tax-Free High Yield Fund, Inc., T. Rowe Price New America Growth Fund, T. Rowe Price Equity Income Fund, T. Rowe Price GNMA Fund, T. Rowe Price Capital Appreciation Fund, T. Rowe Price California Tax-Free Income Trust, T. Rowe Price State Tax-Free Income Trust, T. Rowe Price Science & Technology Fund, Inc., T. Rowe Price Small-Cap Value Fund, Inc., T. Rowe PAGE 16 Price Institutional International Funds, Inc., T. Rowe Price U.S. Treasury Funds, Inc., T. Rowe Price Index Trust, Inc., T. Rowe Price Spectrum Fund, Inc., T. Rowe Price Balanced Fund, Inc., T. Rowe Price Mid-Cap Growth Fund, Inc., T. Rowe Price Small-Cap Stock Fund, Inc., T. Rowe Price Tax-Free Intermediate Bond Fund, Inc., T. Rowe Price Dividend Growth Fund, Inc., T. Rowe Price Blue Chip Growth Fund, Inc., T. Rowe Price Summit Funds, Inc., T. Rowe Price Summit Municipal Funds, Inc., T. Rowe Price Equity Series, Inc., T. Rowe Price International Series, Inc., T. Rowe Price Fixed Income Series, Inc., T. Rowe Price Personal Strategy Funds, Inc., T. Rowe Price Value Fund, Inc., T. Rowe Price Capital Opportunity Fund, Inc., T. Rowe Price Corporate Income Fund, Inc., T. Rowe Price Health Sciences Fund, Inc., T. Rowe Price Mid-Cap Value Fund, Inc., T. Rowe Price Institutional Equity Funds, Inc., T. Rowe Price Financial Services Fund, Inc., T. Rowe Price Diversified Small-Cap Growth Fund, Inc., T. Rowe Price Tax-Efficient Funds, Inc., T. Rowe Price Reserve Investment Funds, Inc., T. Rowe Price Media & Telecommunications Fund, Inc., T. Rowe Price Real Estate Fund, Inc., T. Rowe Price Developing Technologies Fund, Inc., and T. Rowe Price Global Technology Fund, Inc., T. Rowe Price U.S. Bond Index Fund, Inc., and T. Rowe Price International Index Fund, Inc. Investment Services is a wholly owned subsidiary of T. Rowe Price Associates, Inc., is registered as a broker-dealer under the Securities Exchange Act of 1934 and is a member of the National Association of Securities Dealers, Inc. Investment Services has been formed for the limited purpose of distributing the shares of the Price Funds and will not engage in the general securities business. Since the Price Funds are sold on a no-load basis, Investment Services will not receive any commissions or other compensation for acting as principal underwriter. (b) The address of each of the directors and officers of Investment Services listed below is 100 East Pratt Street, Baltimore, Maryland 21202.
NAME POSITIONS AND POSITIONS AND OFFICES WITH OFFICES WITH UNDERWRITER REGISTRANT James S. Riepe Chairman of the Board Director and and Director Vice President Edward C. Bernard President and Director None Henry H. Hopkins Vice President and Director Vice President Wayne D. O'Melia Vice President and Director None Charles E. Vieth Vice President and Director None Janet G. Albright Vice President None Patricia M. Archer Vice President None Steven J. Banks Vice President None Richard S. Behrman Vice President None John T. Bielski Vice President None Robert Birch Vice President None John H. Boyd Vice President None Darrell N. Braman Vice President None Ronae M. Brock Vice President None Brace Brooks Vice President None Edwin J. Brooks III Vice President None Barbara J. Burdett Vice President None Meredith C. Callanan Vice President None John H. Cammack Vice President None Ann R. Campbell Vice President None Christopher W. Carlson Vice President None Christine M. Carolan Vice President None Joseph A. Carrier Vice President None Laura H. Chasney Vice President None Renee M. Christoff Vice President None Jerome A. Clark Vice President None Todd M. Cleary Vice President None Joseph A. Crumbling Vice President None Christine S. Fahlund Vice President None Forrest R. Foss Vice President None Thomas A. Gannon Vice President None John R. Gilner Vice President None David R. Giroux Vice President None John Halaby Vice President None Douglas E. Harrison Vice President None David J. Healy Vice President None Joanne M. Healy Vice President None Joseph P. Healy Vice President None Walter J. Helmlinger Vice President None Salvador G. LaBella Vice President None Steven A. Larson Vice President None Cynthia W. LaRue Vice President None Christopher R. Leonard Vice President None Gayle A. Lomax Vice President None Anh Lu Vice President None Sarah McCafferty Vice President None Mark J. Mitchell Vice President None Nancy M. Morris Vice President None Ram C. Mouli Vice President None George A. Murnaghan Vice President None Timothy D. Noel Vice President None Steven E. Norwitz Vice President None Edmund M. Notzon III Vice President None Barbara A. O'Connor Vice President None David Oestreicher Vice President None Regina M. Pizzonia Vice President None Pamela D. Preston Vice President None Suzanne J. Ricklin Vice President None George D. Riedel Vice President None James Robertson, Jr. Vice President None Theodore E. Robson Vice President None John R. Rockwell Vice President None Christopher J. Rohan Vice President None Kenneth J. Rutherford Vice President None Alexander Savich Vice President None Kristin E. Seeberger Vice President None John W. Seufert Vice President None Donna B. Singer Vice President None Carole H. Smith Vice President None William W. Strickland, Jr. Vice President None Walter P. Stuart III Vice President None Scott Such Vice President None Jerome Tuccille Vice President None Walter Wdowiak Vice President None Jane F. White Vice President None Candler R. Young Vice President None Barbara A. O'Connor Treasurer and Controller None Kimberly B. Andersen Assistant Vice President None Richard J. Barna Assistant Vice President None Catherine L. Berkenkemper Assistant Vice President None Patricia Cannon Assistant Vice President None Jodi Ann Casson Assistant Vice President None Jon Derek Dry Assistant Vice President None Cheryl L. Emory Assistant Vice President None John A. Galateria Assistant Vice President None Karen Glooch Assistant Vice President None Jason L. Gounaris Assistant Vice President None David A.J. Groves Assistant Vice President None Kristen L. Heerema Assistant Vice President None David A. Hueser Assistant Vice President None Suzanne M. Knoll Assistant Vice President None Patricia B. Lippert Assistant Vice President Secretary Gayatri Malik Assistant Vice President None C. Lillian Matthews Assistant Vice President None Janice D. McCrory Assistant Vice President None John T. McGuigan Assistant Vice President None Daniel M. Middelton Assistant Vice President None Laurie K. Mitchell Assistant Vice President None Clark P. Neel Assistant Vice President None Danielle Nicholson Smith Assistant Vice President None JeanneMarie B. Patella Assistant Vice President None Kylelane Purcell Assistant Vice President None Jean E. Ramos-Izquierdo Assistant Vice President None Jennifer L. Richardson Assistant Vice President None Kristin M. Rodriguez Assistant Vice President None Ramon D. Rodriguez Assistant Vice President None Deborah Seidel Assistant Vice President None Kevin C. Shea Assistant Vice President None John A. Stranovsky Assistant Vice President None Nancy R. Tabor Assistant Vice President None Judith B. Ward Assistant Vice President None William R. Weker, Jr. Assistant Vice President None Natalie F. Widdowson Assistant Vice President None Mary G. Williams Assistant Vice President None Timothy R. Yee Assistant Vice President None Theodore J. Zamerski III Assistant Vice President and None Assistant Controller Barbara A. Van Horn Secretary None
PAGE 17 PAGE 18 PAGE 19 (c) Not applicable. Investment Services will not receive any compensation with respect to its activities as underwriter for the Price Funds since the Price Funds are sold on a no-load basis. ITEM 28. LOCATION OF ACCOUNTS AND RECORDS All accounts, books, and other documents required to be maintained by the Registrant under Section 31(a) of the Investment Company Act of 1940 and the rules thereunder will be maintained by the Registrant at its offices at 100 East Pratt Street, Baltimore, Maryland 21202. Transfer, dividend disbursing, and shareholder service activities are performed by T. Rowe Price Services, Inc., at 4515 Painters Mill Road, Owings Mills, Maryland 21117. Custodian activities for the Registrant are performed at State Street Bank and Trust Company's Service Center (State Street South), 1776 Heritage Drive, Quincy, Massachusetts 02171. Custody of Registrant's portfolio securities which are purchased outside the United States is maintained by JPMorgan Chase Bank, London, in its foreign branches or with other U.S. banks. JPMorgan Chase Bank, London, is located at Woolgate House, Coleman Street, London EC2P 2HD England. ITEM 29. MANAGEMENT SERVICES Registrant is not a party to any management-related service contract, other than as set forth in the Prospectus or Statement of Additional Information. ITEM 30. UNDERTAKINGS (a) Not applicable PAGE 20 Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Baltimore, State of Maryland, this April 18, 2002. T. Rowe Price Small-Cap Stock Fund, Inc. /s/Gregory A. McCrickard By: Gregory A. McCrickard President Pursuant to the requirements of 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/Gregory A. McCrickard President April 18, 2002 Gregory A. McCrickard (Chief Executive Officer) /s/Joseph A. Carrier Treasurer (Chief April 18, 2002 Joseph A. Carrier Financial Officer) * Director April 18, 2002 Calvin W. Burnett * Director April 18, 2002 Anthony W. Deering * Director April 18, 2002 Donald W. Dick, Jr. * Director April 18, 2002 David K. Fagin /s/John H. Laporte Director April 18, 2002 John H. Laporte * Director April 18, 2002 F. Pierce Linaweaver * Director April 18, 2002 Hanne M. Merriman /s/James S. Riepe Director and April 18, 2002 James S. Riepe Vice President PAGE 21 * Director April 18, 2002 John G. Schreiber /s/M. David Testa Director April 18, 2002 M. David Testa * Director April 18, 2002 Hubert D. Vos * Director April 18, 2002 Paul M. Wythes */s/Henry H. Hopkins Vice President and April 18, 2002 Henry H. Hopkins Attorney-In-Fact EX-99.G CUST AGREEMT 3 custodian2001.txt CUSTODIAN AGREEMENT THIS AGREEMENT is made as of January 28, 1998 by and between each entity set forth on Appendix A hereto (as such Appendix A may be amended from time to time) which executes a copy of this Agreement (each referred to herein as the "FUND"), and State Street Bank and Trust Company, a Massachusetts trust company with its principal place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the "CUSTODIAN"). WITNESSETH: WHEREAS, each Fund desires to retain the Custodian to act as custodian of certain of the assets of the Fund, and the Custodian is willing to provide such services to each Fund, upon the terms and conditions hereinafter set forth; and WHEREAS, except as otherwise set forth herein, this Agreement is intended to supersede that certain custodian contract among the parties hereto dated September 28, 1987, as amended; and WHEREAS, the Funds have retained CHASE MANHATTAN BANK, N.A. to act as the Funds' custodian with respect to the assets of each such Fund to be held outside of the United States of America (except as otherwise set forth in this Agreement) pursuant to a written custodian agreement (the "FOREIGN CUSTODIAN AGREEMENT"), NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, each of the parties hereto agrees as follows: SECTION 1. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT. Each Fund hereby employs the Custodian as the custodian of certain of its assets, including those securities it desires to be held within the United States of America ("DOMESTIC SECURITIES") and those securities it desires to be held outside the United States of America (the "UNITED STATES") which are (i) not held on the Funds' behalf by CHASE MANHATTAN BANK, N.A. pursuant to the Foreign Custodian Agreement and (ii) described with greater particularity in Section 3 hereof (such securities shall be referred to herein as "FOREIGN SECURITIES"). Each Fund agrees to deliver to the Custodian all domestic securities, foreign securities and cash owned by it from time to time, and all payments of income, payments of principal or capital distributions received by it with respect to securities held by it hereunder, and the cash consideration received by it for such new or treasury shares of capital stock of each Fund as may be issued or sold from time to time ("SHARES"). The Custodian shall not be responsible for any property of any Fund held or received by such Fund (i) not delivered to the Custodian, or (ii) held in the custody of CHASE MANHATTAN BANK N.A. The Custodian is authorized to employ one or more sub-custodians located within the United States, provided that the Custodian shall have obtained the written acknowledgment of the Fund with respect to such employment. The Custodian is authorized to employ sub-custodians located outside the United States as noted on Schedule A attached hereto (as such Schedule A may be amended from time to time). The Custodian shall have no more or less responsibility or liability to any Fund on account of any actions or omissions of any sub-custodian so employed than any such sub-custodian has to the Custodian and shall not release any sub-custodian from any responsibility or liability unless so agreed in writing by the Custodian and the applicable Fund. With the exception of State Street Bank and Trust Company (London branch), the Custodian shall not be liable for losses arising from the bankruptcy, insolvency or receivership of any sub-custodian located outside the United States. SECTION 2. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUNDS HELD BY THE CUSTODIAN IN THE UNITED STATES. SECTION 2.1 HOLDING SECURITIES. The Custodian shall hold and physically segregate for the account of each Fund all non-cash property to be held by it in the United States, including all domestic securities owned by the Fund other than (a) securities which are maintained pursuant to Section 2.9 in a clearing agency which acts as a securities depository or in a book-entry system authorized by the United States Department of the Treasury and certain federal agencies (each, a "U.S. SECURITIES SYSTEM") and (b) commercial paper of an issuer for which the Custodian acts as issuing and paying agent ("DIRECT PAPER") which is deposited and/or maintained in the Direct Paper system of the Custodian (the "DIRECT PAPER SYSTEM") pursuant to Section 2.10. SECTION 2.2 DELIVERY OF INVESTMENTS. The Custodian shall release and deliver domestic investments owned by a Fund held by the Custodian or in a U.S. Securities System account of the Custodian or in the Custodian's Direct Paper System account ("DIRECT PAPER SYSTEM ACCOUNT") only upon receipt of Proper Instructions, which may be continuing instructions when agreed to by the parties, and only in the following cases: 1)Upon sale of such investments for the account of the Fund and receipt of payment therefor; 2)Upon the receipt of payment in connection with any repurchase agreement related to such investments entered into by the Fund; 3) In the case of a sale effected through a U.S. Securities System, in accordance with the provisions of Section 2.9 hereof; 4) To the depository agent in connection with tender or other similar offers for portfolio investments of the Fund; 5) To the issuer thereof or its agent when such investments are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian; 6) To the issuer thereof, or its agent, for transfer into the name of the Fund or into the name of any nominee or nominees of the Custodian or into the name or nominee name of any agent appointed pursuant to Section 2.8 or into the name or nominee name of any sub-custodian appointed pursuant to Section 1; or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new securities are to be delivered to the Custodian; 7) Upon the sale of such investments for the account of the Fund, to the broker or its clearing agent, against a receipt, for examination in accordance with usual "street delivery" custom; provided that in any such case the Custodian shall have no responsibility or liability for any loss arising from the delivery of such investments prior to receiving payment for such investments except as may arise from the Custodian's own negligence or willful misconduct; 8)For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the investments of the issuer of such investments, or pursuant to provisions for conversion contained in such investments, or pursuant to any deposit agreement; provided that, in any such case, the new investments and cash, if any, are to be delivered to the Custodian; 9)In the case of warrants, rights or similar investments, the surrender thereof in the exercise of such warrants, rights or similar investments or the surrender of interim receipts or temporary investments for definitive investments; provided that, in any such case, the new investments and cash, if any, are to be delivered to the Custodian or against a receipt; 10) For delivery in connection with any loans of investments made on behalf of the Fund, but only against receipt of adequate collateral as agreed upon from time to time by the Fund or its duly-appointed agent (which may be in the form of cash or obligations issued by the United States government, its agencies or instrumentalities, or such other property as the Fund may agree), except that in connection with any loans for which collateral is to be credited to the Custodian's account in the book-entry system authorized by the U.S. Department of the Treasury, the Custodian will not be held liable or responsible for the delivery of investments owned by the Fund prior to the receipt of such collateral in the absence of the Custodian's negligence or willful misconduct; 11) For delivery as security in connection with any borrowing by the Fund requiring a pledge of assets by the Fund, but only against receipt of amounts borrowed, except where additional collateral is required to secure a borrowing already made, subject to Proper Instructions, further securities may be released and delivered for that purpose; 12) For delivery in accordance with the provisions of any agreement among the Fund, the Custodian and a broker-dealer registered under the Securities Exchange Act of 1934 (the "EXCHANGE ACT") and a member of The National Association of Securities Dealers, Inc. ("NASD"), relating to compliance with the rules of The Options Clearing Corporation, the rules of any registered national securities exchange or of any similar organization or organizations, or under the Investment Company Act of 1940, as amended from time to time (the "1940 ACT"), regarding escrow or other arrangements in connection with transactions by the Fund; 13) For delivery in accordance with the provisions of any agreement among the Fund, the Custodian, and a Futures Commission Merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission and/or any Contract Market, or any similar organization or organizations, or under the 1940 Act, regarding account deposits in connection with transactions by the Fund; 14) Upon receipt of instructions from the transfer agent for the Fund (the "TRANSFER AGENT"), for delivery to such Transfer Agent or to the holders of shares in connection with distributions in kind, as may be described from time to time in the Fund's currently effective prospectus, statement of additional information or other offering documents (all, as amended, supplemented or revised from time to time, the "PROSPECTUS"), in satisfaction of requests by holders of Shares for repurchase or redemption; and 15) For any other purpose, but only upon receipt of Proper Instructions specifying (a) the investments to be delivered, (b) setting forth the purpose for which such delivery is to be made, and (c) naming the person or persons to whom delivery of such investments shall be made. SECTION 2.3 REGISTRATION OF INVESTMENTS. Domestic investments held by the Custodian (other than bearer securities) shall be registered in the name of the Fund or in the name of any nominee of the Fund or of any nominee of the Custodian which nominee shall be assigned exclusively to the Fund, unless the Fund has authorized in writing the appointment of a nominee to be used in common with other registered investment companies having the same investment adviser as the Fund, or in the name or nominee name of any agent appointed pursuant to Section 2.8 or in the name or nominee name of any sub-custodian appointed pursuant to Section 1. All securities accepted by the Custodian on behalf of the Fund under the terms of this Agreement shall be in good deliverable form. If, however, the Fund directs the Custodian to maintain securities in "street name", the Custodian shall utilize its best efforts only to timely collect income due the Fund on such securities and to notify the Fund of relevant corporate actions including, without limitation, pendency of calls, maturities, tender or exchange offers. SECTION 2.4 BANK ACCOUNTS. The Custodian shall open and maintain a separate bank account or accounts in the United States in the name of the Fund, subject only to draft or order by the Custodian acting pursuant to the terms of this Agreement, and shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of the Fund, other than cash maintained by the Fund in a bank account established and used in accordance with Rule 17f-3 under the 1940 Act. Monies held by the Custodian for the Fund may be deposited by the Custodian to its credit as custodian in the banking department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable in the performance of its duties hereunder; provided, however, that every such bank or trust company shall be qualified to act as a custodian under the 1940 Act, and that each such bank or trust company and the funds to be deposited with each such bank or trust company shall be approved by vote of a majority of the board of directors or the board of trustees of the applicable Fund (as appropriate and in each case, the "BOARD"). Such funds shall be deposited by the Custodian in its capacity as custodian and shall be withdrawable by the Custodian only in that capacity. SECTION 2.5 COLLECTION OF INCOME. Subject to the provisions of Section 2.3, the Custodian shall collect on a timely basis all income and other payments with respect to United States registered investments held hereunder to which the Fund shall be entitled either by law or pursuant to custom in the investments business, and shall collect on a timely basis all income and other payments with respect to United States bearer investments if, on the date of payment by the issuer, such investments are held by the Custodian or its agent thereof and shall credit such income, as collected, to the Fund's custodian account. Without limiting the generality of the foregoing, the Custodian shall detach and present for payment all coupons and other income items requiring presentation as and when they become due, collect interest when due on investments held hereunder, and receive and collect all stock dividends, rights and other items of like nature as and when they become due and payable. With respect to income due the Fund on United States investments of the Fund loaned (pursuant to the provisions of Section 2.2 (10)) in accordance with a separate agreement between the Fund and the Custodian in its capacity as lending agent, collection thereof shall be in accordance with the terms of such agreement. Except as otherwise set forth in the immediately preceding sentence, income due the Fund on United States investments of the Fund loaned pursuant to the provisions of Section 2.2 (10) shall be the responsibility of the Fund; the Custodian will have no duty or responsibility in connection therewith other than to provide the Fund with such information or data as may be necessary to assist the Fund in arranging for the timely delivery to the Custodian of the income to which the Fund is properly entitled. SECTION 2.6 PAYMENT OF FUND MONIES. Upon receipt of Proper Instructions, which may be continuing instructions when agreed to by the parties, the Custodian shall, from monies of the Fund held by the Custodian, pay out such monies in the following cases only: 1)Upon the purchase of domestic investments, options, futures contracts or options on futures contracts for the account of the Fund but only (a) against the delivery of such investments, or evidence of title to such options, futures contracts or options on futures contracts, to the Custodian (or any bank, banking firm or trust company doing business in the United States or abroad which is qualified under the 1940 Act to act as a custodian and has been designated by the Custodian as its agent for this purpose in accordance with Section 2.8) registered in the name of the Fund or in the name of a nominee of the Custodian referred to in Section 2.3 hereof or in proper form for transfer; (b) in the case of a purchase effected through a U.S. Securities System, in accordance with the conditions set forth in Section 2.9 hereof; (c) in the case of a purchase involving the Direct Paper System, in accordance with the conditions set forth in Section 2.10 hereof; or (d) for transfer to a time deposit account of the Fund in any bank, whether domestic or foreign, such transfer may be effected prior to receipt of a confirmation from a broker and/or the applicable bank pursuant to Proper Instructions; 2) In connection with conversion, exchange or surrender of investments owned by the Fund as set forth in Section 2.2 hereof; 3) For the redemption or repurchase of Shares as set forth in Section 4 hereof; 4) For the payment of any expense or liability incurred by the Fund, including but not limited to the following payments for the account of the Fund: interest, taxes, management fees, accounting fees, transfer agent fees, legal fees, and operating expenses of the Fund (whether or not such expenses are to be in whole or part capitalized or treated as deferred expenses); 5) For the payment of any dividends declared by the Board; 6)For payment of the amount of dividends received in respect of investments sold short; 7) For repayment of a loan upon redelivery of pledged securities and upon surrender of the note(s), if any, evidencing the loan; or 8) In connection with any repurchase agreement entered into by the Fund with respect to which the collateral is held by the Custodian, the Custodian shall act as the Fund's "securities intermediary"( as that term is defined in Part 5 of Article 8 of the Massachusetts Uniform Commercial Code, as amended), and, as securities intermediary, the Custodian shall take the following steps on behalf of the Fund: (a) provide the Fund with notification of the receipt of the purchased securities, and (b), by book-entry identify on the books of the Custodian as belonging to the Fund uncertificated securities registered in the name of the Fund and held in the Custodian's account at the Federal Reserve Bank. In connection with any repurchase agreement entered into by the Fund with respect to which the collateral is not held by the Custodian, the Custodian shall (a) provide the Fund with such notification as it may receive with respect to such collateral, and (b), by book-entry or otherwise, identify as belonging to the Fund securities as shown in the Custodian's account on the books of the entity appointed by the Fund to hold such collateral. 9) For any other purpose, but only upon receipt of Proper Instructions specifying (a) the amount of such payment, (b) setting forth the purpose for which such payment is to be made, and (c) naming the person or persons to whom such payment is to be made. SECTION 2.7 LIABILITY FOR PAYMENT IN ADVANCE OF RECEIPT OF SECURITIES PURCHASED. In any and every case where payment for purchase of domestic securities for the account of the Fund is made by the Custodian in advance of receipt of the securities purchased in the absence of specific written instructions from the Fund to so pay in advance, the Custodian shall be absolutely liable to the Fund for such securities to the same extent as if the securities had been received by the Custodian. SECTION 2.8 APPOINTMENT OF AGENTS. The Custodian may at any time or times in its discretion appoint (and may at any time remove) any other bank or trust company, which is itself qualified under the 1940 Act to act as a custodian, as its agent to carry out such of the provisions of this Section 2 as the Custodian may from time to time direct; provided, however, that the appointment of any such agent shall not relieve the Custodian of its responsibilities or liabilities hereunder. SECTION 2.9 DEPOSIT OF INVESTMENTS IN U.S. SECURITIES SYSTEMS. The Custodian may deposit and/or maintain domestic investments owned by the Fund in a U.S. Securities System in accordance with applicable Federal Reserve Board and United States Securities and Exchange Commission ("SEC") rules and regulations, if any, subject to the following provisions: 1) The Custodian may keep domestic investments of the Fund in a U.S. Securities System provided that such investments are represented in an account of the Custodian in the U.S. Securities System ("ACCOUNT") which shall not include any assets of the Custodian other than assets held as a fiduciary, custodian or otherwise for customers; 2) The records of the Custodian with respect to domestic investments of the Fund which are maintained in a U.S. Securities System shall identify by book-entry those investments belonging to the Fund; 3) The Custodian shall pay for domestic investments purchased for the account of the Fund upon (i) receipt of advice from the U.S. Securities System that such investments have been transferred to the Account, and (ii) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of the Fund. The Custodian shall transfer domestic investments sold for the account of the Fund upon (i) receipt of advice from the U.S. Securities System that payment for such investments has been transferred to the Account, and (ii) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of the Fund. Copies of all advices from the U.S. Securities System of transfers of domestic investments for the account of the Fund shall identify the Fund, be maintained for the Fund by the Custodian and be provided to the Fund at its request. Upon request, the Custodian shall furnish the Fund confirmation of each transfer to or from the account of the Fund in the form of a written advice or notice and shall furnish to the Fund copies of daily transaction sheets reflecting each day's transactions in the U.S. Securities System for the account of the Fund; 4) The Custodian shall provide the Fund with any report obtained by the Custodian on the U.S. Securities System's accounting system, internal accounting control and procedures for safeguarding domestic investments deposited in the U.S. Securities System; 5) The Custodian shall have received from the Fund the initial or annual certificate, as the case may be, described in Section 10 hereof; and 6) Anything to the contrary in this Agreement notwithstanding, the Custodian shall be liable to the Fund for any loss or damage to the Fund resulting from use of the U.S. Securities System by reason of any negligence, misfeasance or misconduct of the Custodian or any of its agents or of any of its or their employees, or from failure of the Custodian or any such agent to enforce effectively such rights as it may have against the U.S. Securities System. At the election of the Fund, the Fund shall be entitled to be subrogated to the rights of the Custodian with respect to any claim against the U.S. Securities System or any other person which the Custodian may have as a consequence of any such loss, expense or damage if and to the extent that the Fund has not been made whole for any such loss, expense or damage. SECTION 2.10 FUND ASSETS HELD IN THE DIRECT PAPER SYSTEM. The Custodian may deposit and/or maintain investments owned by the Fund in the Direct Paper System subject to the following provisions: 1) No transaction relating to investments in the Direct Paper System will be effected in the absence of Proper Instructions; 2) The Custodian may keep investments of the Fund in the Direct Paper System only if such investments are represented in the Direct Paper System Account, which account shall not include any assets of the Custodian other than assets held as a fiduciary, custodian or otherwise for customers; 3) The records of the Custodian with respect to investments of the Fund which are maintained in the Direct Paper System shall identify by book-entry those investments belonging to the Fund; 4) The Custodian shall pay for investments purchased for the account of the Fund upon the making of an entry on the records of the Custodian to reflect such payment and transfer of investments to the account of the Fund. The Custodian shall transfer investments sold for the account of the Fund upon the making of an entry on the records of the Custodian to reflect such transfer and receipt of payment for the account of the Fund; 5) The Custodian shall furnish the Fund confirmation of each transfer to or from the account of the Fund, in the form of a written advice or notice, of Direct Paper on the next business day following such transfer and shall furnish to the Fund copies of daily transaction sheets reflecting each day's transaction in the Direct Paper System for the account of the Fund; and 6) The Custodian shall provide the Fund with any report on its system of internal accounting control as the Fund may reasonably request from time to time. SECTION 2.11 SEGREGATED ACCOUNT. The Custodian shall, upon receipt of Proper Instructions, establish and maintain a segregated account or accounts for and on behalf of the Fund, into which account or accounts may be transferred cash and/or investments, including investments maintained in an account by the Custodian pursuant to Section 2.10 hereof, (i) in accordance with the provisions of any agreement among the Fund, the Custodian and a broker-dealer registered under the Exchange Act and a member of the NASD (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or the Commodity Futures Trading Commission or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund, (ii) for purposes of segregating cash or government investments in connection with options purchased, sold or written by the Fund or commodity futures contracts or options thereon purchased or sold by the Fund, (iii) for the purposes of compliance by the Fund with the procedures required by 1940 Act Release No. 10666, or any other procedures subsequently required under the 1940 Act relating to the maintenance of segregated accounts by registered investment companies, and (iv) for other purposes, but only, in the case of clause (iv) upon receipt of Proper Instructions specifying (a) the investments to be delivered, (b) setting forth the purpose for which such delivery is to be made, and (c) naming the person or persons to whom delivery of such investments shall be made. SECTION 2.12 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. The Custodian shall execute ownership and other certificates and affidavits for all United States federal and state tax purposes in connection with receipt of income or other payments with respect to domestic investments of the Fund held by it hereunder and in connection with transfers of such investments. SECTION 2.13 PROXIES. The Custodian shall, with respect to the domestic investments held hereunder, cause to be promptly executed by the registered holder of such investments, if the investments are registered otherwise than in the name of the Fund or a nominee of the Fund, all proxies without indication of the manner in which such proxies are to be voted, and shall promptly deliver to the Fund such proxies, all proxy soliciting materials received by the Custodian and all notices received relating to such investments. SECTION 2.14 COMMUNICATIONS RELATING TO FUND INVESTMENTS. Subject to the provisions of Section 2.3, the Custodian shall transmit promptly to the Fund all written information (including, without limitation, pendency of calls and maturities of domestic investments and expirations of rights in connection therewith and notices of exercise of call and put options written by the Fund and the maturity of futures contracts purchased or sold by the Fund) received by the Custodian in connection with the domestic investments being held for the Fund pursuant to this Agreement. With respect to tender or exchange offers, the Custodian shall transmit to the Fund all written information received by the Custodian, any agent appointed pursuant to Section 2.8 hereof, or any sub-custodian appointed pursuant to Section 1 hereof, from issuers of the domestic investments whose tender or exchange is sought and from the party (or his agents) making the tender or exchange offer. If the Fund desires to take action with respect to any tender offer, exchange offer or any other similar transaction, the Fund shall notify the Custodian at least two (2) New York Stock Exchange business days prior to the time such action must be taken under the terms of the tender, exchange offer or other similar transaction, and it will be the responsibility of the Custodian to timely transmit to the appropriate person(s) such notice. Where the Fund provides the Custodian with less than two (2) New York Stock Exchange business days notice of its desired action, the Custodian shall use its best efforts to timely transmit the Fund's notice to the appropriate person. It is expressly noted that the parties may agree to alternative procedures with respect to such two (2) New York Stock Exchange business days notice period on a selective and individual basis. SECTION 2.15 REPORTS TO FUND BY INDEPENDENT PUBLIC ACCOUNTANTS. The Custodian shall provide the Fund, at such times as the Fund may reasonably require, with reports by independent public accountants on the accounting system, internal accounting control and procedures for safeguarding investments, futures contracts and options on futures contracts, including domestic investments deposited and/or maintained in a U.S. Securities System, relating to the services provided by the Custodian under this Agreement. Such reports shall be of sufficient scope and detail, as may reasonably be required by the Fund, to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and if there are no such inadequacies the reports shall so state. SECTION 3. DUTIES OF THE CUSTODIAN WITH RESPECT TO CERTAIN PROPERTY OF THE FUNDS HELD OUTSIDE OF THE UNITED STATES SECTION 3.1 DEFINITIONS. The following capitalized terms shall have the respective following meanings: "FOREIGN SECURITIES SYSTEM" means a clearing agency or a securities depository listed on Schedule A hereto. "FOREIGN SUB-CUSTODIAN" means a foreign banking institution set forth on Schedule A hereto. SECTION 3.2 HOLDING SECURITIES. The Custodian shall identify on its books as belonging to the Funds the foreign securities held by each Foreign Sub-Custodian or Foreign Securities System. The Custodian may hold foreign securities for all of its customers, including the Funds, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities of the Funds which are maintained in such account shall identify those securities as belonging to the Funds and (ii) the Custodian shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian. SECTION 3.3 FOREIGN SECURITIES SYSTEMS. Foreign securities shall be maintained in a Foreign Securities System in a designated country only through arrangements implemented by the Foreign Sub-Custodian in such country pursuant to the terms of this Agreement. SECTION 3.4 TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT. 3.4.1. Delivery of Foreign Securities. The Custodian or a Foreign Sub-Custodian shall - -------- -- ------- ----------- release and deliver foreign securities of the Funds held by such Foreign Sub-Custodian, or in a Foreign Securities System account, only upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases: (i) upon the sale of such foreign securities for the Funds in accordance with reasonable market practice in the country where such foreign securities are held or traded, including, without limitation: (A) delivery against expectation of receiving later payment; or (B) in the case of a sale effected through a Foreign Securities System in accordance with the rules governing the operation of the Foreign Securities System; (ii) in connection with any repurchase agreement related to foreign securities; (iii) to the depository agent in connection with tender or other similar offers for foreign securities of the Funds; (iv) to the issuer thereof or its agent when such foreign securities are called, redeemed, retired or otherwise become payable; (v) to the issuer thereof, or its agent, for transfer into the name of the Custodian (or the name of the respective Foreign Sub-Custodian or of any nominee of the Custodian or such Foreign Sub-Custodian) or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; (vi) to brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case the Foreign Sub-Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Foreign Sub-Custodian's own negligence or willful misconduct; (vii)for exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; (viii) in the case of warrants, rights or similar foreign securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; (ix) or delivery as security in connection with any borrowing by the Funds requiring a pledge of assets by the Funds; (x)in connection with trading in options and futures contracts, including delivery as original margin and variation margin; (xi) in connection with the lending of foreign securities; and (xii) for any other proper purpose, but only upon receipt of Proper Instructions specifying the foreign securities to be delivered, setting forth the purpose for which such delivery is to be made, declaring such purpose to be a proper Fund purpose, and naming the person or persons to whom delivery of such securities shall be made. 3.4.2. Payment of Fund Monies. Upon receipt of Proper Instructions, which may be - ------- -- ---- ------- continuing instructions when deemed appropriate by the parties, the Custodian shall pay out, or direct the respective Foreign Sub-Custodian or the respective Foreign Securities System to pay out, monies of a Fund in the following cases only: (i)upon the purchase of foreign securities for the Fund, unless otherwise directed by Proper Instructions, by (A) delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such foreign securities; or (B) in the case of a purchase effected through a Foreign Securities System, in accordance with the rules governing the operation of such Foreign Securities System; (ii) in connection with the conversion, exchange or surrender of foreign securities of the Fund; (iii) for the payment of any expense or liability of the Fund, including but not limited to the following payments: interest, taxes, investment advisory fees, transfer agency fees, fees under this Agreement, legal fees, accounting fees, and other operating expenses; (iv) for the purchase or sale of foreign exchange or foreign exchange contracts for the Fund, including transactions executed with or through the Custodian or its Foreign Sub-Custodians; (v)in connection with trading in options and futures contracts, including delivery as original margin and variation margin; (vii) in connection with the borrowing or lending of foreign securities; and (viii) for any other proper Fund purpose, but only upon receipt of Proper Instructions specifying the amount of such payment, setting forth the purpose for which such payment is to be made, declaring such purpose to be a proper Fund purpose, and naming the person or persons to whom such payment is to be made. 3.4.3. Market Conditions. Notwithstanding any provision of this Agreement to the - ------ ----------- contrary, settlement and payment for foreign securities received for the account of the Funds and delivery of foreign securities maintained for the account of the Funds may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering foreign securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such foreign securities from such purchaser or dealer. SECTION 3.5 REGISTRATION OF FOREIGN SECURITIES. The foreign securities maintained in the custody of a Foreign Custodian (other than bearer securities) shall be registered in the name of the applicable Fund or in the name of the Custodian or in the name of any Foreign Sub-Custodian or in the name of any nominee of the foregoing, and the Fund agrees to hold any such nominee harmless from any liability as a holder of record of such foreign securities. The Custodian or a Foreign Sub-Custodian shall not be obligated to accept securities on behalf of a Fund under the terms of this Agreement unless the form of such securities and the manner in which they are delivered are in accordance with reasonable market practice. SECTION 3.6 BANK ACCOUNTS. A bank account or bank accounts opened and maintained outside the United States on behalf of a Fund with a Foreign Sub-Custodian shall be subject only to draft or order by the Custodian or such Foreign Sub-Custodian, acting pursuant to the terms of this Agreement to hold cash received by or from or for the account of the Fund. SECTION 3.7 COLLECTION OF INCOME. The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to the foreign securities held hereunder to which the Funds shall be entitled and shall credit such income, as collected, to the applicable Fund. In the event that extraordinary measures are required to collect such income, the Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures. SECTION 3.8 PROXIES. With respect to the foreign securities held under this Section 3, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder proxy rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights. SECTION 3.9 COMMUNICATIONS RELATING TO FOREIGN SECURITIES. The Custodian shall transmit promptly to the Fund written information (including, without limitation, pendency of calls and maturities of foreign securities and expirations of rights in connection therewith) received by the Custodian in connection with the foreign securities being held for the account of the Fund. With respect to tender or exchange offers, the Custodian shall transmit promptly to the Fund written information so received by the Custodian in connection with the foreign securities whose tender or exchange is sought or from the party (or its agents) making the tender or exchange offer. SECTION 3.10 LIABILITY OF FOREIGN SUB-CUSTODIANS AND FOREIGN SECURITIES SYSTEMS. Each agreement pursuant to which the Custodian employs as a Foreign Sub-Custodian shall, to the extent possible, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties and, to the extent possible, to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodian's performance of such obligations. At the Fund's election, the Funds shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the Funds have not been made whole for any such loss, damage, cost, expense, liability or claim. SECTION 3.11 TAX LAW. The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on the Fund or the Custodian as custodian of the Funds by the tax law of the United States or of any state or political subdivision thereof. It shall be the responsibility of the Fund to notify the Custodian of the obligations imposed on the Fund or the Custodian as custodian of the Funds by the tax law of countries set forth on Schedule A hereto, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. The sole responsibility of the Custodian with regard to such tax law shall be to use reasonable efforts to assist the Fund with respect to any claim for exemption or refund under the tax law of countries for which the Fund has provided such information. SECTION 4. PAYMENTS FOR REPURCHASES OR REDEMPTIONS AND SALES OF SHARES. From such funds as may be available for the purpose, the Custodian shall, upon receipt of instructions from the Transfer Agent, make funds available for payment to holders of Shares which have delivered to the Transfer Agent a request for redemption or repurchase of their Shares. In connection with the redemption or repurchase of Shares, the Custodian is authorized upon receipt of, and in accordance with, instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming shareholders. In connection with the redemption or repurchase of Shares, the Custodian shall honor checks drawn on the Custodian by a holder of Shares, which checks have been furnished by the Fund to the holder of Shares, when presented to the Custodian in accordance with such written procedures and controls as may be mutually agreed upon from time to time between the Fund and the Custodian. The Custodian shall receive from the distributor for the Shares or from the Transfer Agent and deposit to the account of the Fund such payments as are received by the distributor or the Transfer Agent, as the case may be, for Shares issued or sold from time to time. The Custodian will notify the Fund and the Transfer Agent of any payments for Shares received by it from time to time. SECTION 5. DUTIES OF CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT AND CALCULATION OF NET ASSET VALUE AND NET INCOME. The Custodian shall cooperate with and supply necessary information to the entity or entities appointed by the Board to keep the books of account of the Fund and/or compute the net asset value per Share of the outstanding Shares or, if directed in writing to do so by the Fund, shall itself keep such books of account and/ or compute such net asset value per Share. If so directed, the Custodian shall also (i) calculate daily the net income of the Fund as described in the Prospectus and shall advise the Fund and the Transfer Agent daily of the total amounts of such net income, and/ or (ii) advise the Transfer Agent periodically of the division of such net income among its various components. The calculations of the net asset value per share and the daily income of the Fund shall be made at the time or times described from time to time in the Prospectus. SECTION 6. PROPER INSTRUCTIONS. "Proper Instructions," as such term is used throughout this Agreement, means either (i) a writing, including a facsimile transmission, signed by one or more persons as set forth on, and in accordance with, an "Authorized Persons List," as such term is defined herein (each such instruction a "Written Proper Instruction"), (ii) a "Client Originated Electronic Financial Instruction," as such term is defined in the Data Access Services Addendum hereto, given in accordance with the terms of such Addendum, or (iii) instructions received by the Custodian from a third party in accordance with any three-party agreement which requires a segregated asset account in accordance with Section 2.11. Each Written Proper Instruction shall set forth a brief description of the type of transaction involved (choosing from among the types of transactions set forth on the Authorized Persons List), including a specific statement of the purpose for which such action is requested, and any modification to a Written Proper Instruction must itself be a Written Proper Instruction and subject to all the provisions herein relating to Written Proper Instructions. The Fund will provide the Custodian with an "Authorized Persons List," which list shall set forth (a) the names of the individuals (each an "Authorized Person") who are authorized by the Board to give Written Proper Instructions with respect to the transactions described therein, and (b) the number of Authorized Persons whose signature or approval, as the case may be, is necessary for the Custodian to be able to act in accordance with such Written Proper Instructions with respect to a particular type of transaction. The Custodian may accept oral instructions or instructions delivered via electronic mail as Proper Instructions if the Custodian reasonably believes such instructions to have been given by an Authorized Person or Persons (as appropriate to the type of transaction); provided, however, that in no event will instructions delivered orally or via electronic mail be considered Proper Instructions with respect to transactions involving the movement of cash, securities or other assets of a Fund. The Custodian shall be entitled to rely upon instructions given in accordance with an Authorized Persons List until it actually receives written notice from the Board of the applicable Fund to the contrary. SECTION 7. EVIDENCE OF AUTHORITY. Subject to Section 9 hereof, the Custodian shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper reasonably and in good faith believed by it to be genuine and to have been properly executed by or on behalf of the Fund. The Custodian may receive and accept a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable Fund, as conclusive evidence (a) of the authority of any person to act in accordance with such vote or (b) of any determination or of any action by the Board described in such vote, and such vote may be considered as in full force and effect until receipt by the Custodian of written notice to the contrary. SECTION 8. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY. The Custodian may in its discretion and without express authority from the Fund: 1) make payments to itself or others for minor expenses of handling investments or other similar items relating to its duties under this Agreement, provided that all such payments shall be accounted for to the Fund; 2) surrender investments in temporary form for investments in definitive form; 3) endorse for collection, in the name of the Fund, checks, drafts and other negotiable instruments; and 4) in general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the investments and property of the Fund except as otherwise directed by the Board. SECTION 9. RESPONSIBILITY OF CUSTODIAN. The Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. Notwithstanding anything to the contrary herein, the Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, and it shall be kept indemnified by and shall be without liability to the Fund for any action taken or omitted by it in good faith without negligence. In order for the indemnification provision contained in this Section to apply, it is understood that if in any case the Fund may be asked by the Custodian to indemnify or hold the Custodian harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use reasonable care to identify, and notify the Fund promptly concerning, any situation which presents or appears likely to present the probability of such a claim for indemnification. The Fund shall have the option to defend the Custodian against any claim which may be the subject of a claim for indemnification hereunder, and in the event that the Fund so elects, it will notify the Custodian thereof and, thereupon, (i) the Fund shall take over complete defense of the claim and (ii) the Custodian shall initiate no further legal or other expenses with respect to such claim. The Custodian shall in no case confess any claim or make any compromise with respect to any claim for which it will seek indemnity from the Fund except with the Fund's prior written consent. Nothing herein shall be construed to limit any right or cause of action on the part of the Custodian under this Agreement which is independent of any right or cause of action on the part of the Fund. The Custodian shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund or other such counsel as agreed to by the parties) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be entitled to rely upon, and shall have no duty of inquiry with respect to, the accuracy of any representation or warranty given to it by the Fund or any duly-authorized employee or agent thereof, and shall be without liability for any action reasonably taken or omitted by it in reliance thereon. Regardless of whether assets held pursuant to this Agreement are maintained in the custody of a foreign banking institution, a foreign securities depository, or a branch or affiliate of a U.S. bank, the Custodian shall not be liable for any loss, damage, cost, expense, liability The Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. Notwithstanding anything to the contrary herein, the Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, and it shall be kept indemnified by and shall be without liability to the Fund for any action taken or omitted by it in good faith without negligence. In order for the indemnification provision contained in this Section to apply, it is understood that if in any case the Fund may be asked by the Custodian to indemnify or hold the Custodian harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use reasonable care to identify, and notify the Fund promptly concerning, any situation which presents or appears likely to present the probability of such a claim for indemnification. The Fund shall have the option to defend the Custodian against any claim which may be the subject of a claim for indemnification hereunder, and in the event that the Fund so elects, it will notify the Custodian thereof and, thereupon, (i) the Fund shall take over complete defense of the claim and (ii) the Custodian shall initiate no further legal or other expenses with respect to such claim. The Custodian shall in no case confess any claim or make any compromise with respect to any claim for which it will seek indemnity from the Fund except with the Fund's prior written consent. Nothing herein shall be construed to limit any right or cause of action on the part of the Custodian under this Agreement which is independent of any right or cause of action on the part of the Fund. The Custodian shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund or other such counsel as agreed to by the parties) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be entitled to rely upon, and shall have no duty of inquiry with respect to, the accuracy of any representation or warranty given to it by the Fund or any duly-authorized employee or agent thereof, and shall be without liability for any action reasonably taken or omitted by it in reliance thereon. Regardless of whether assets held pursuant to this Agreement are maintained in the custody of a foreign banking institution, a foreign securities depository, or a branch or affiliate of a U.S. bank, the Custodian shall not be liable for any loss, damage, cost, expense, liability If the Fund requires the Custodian to take any action with respect to investments, which action involves the payment of money or which action may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund being liable for the payment of money or incurring liability of some other form, the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. If the Custodian, or any of its affiliates, subsidiaries or agents, advances cash or investments to the Fund for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement), or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee's own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the Fund shall be security therefor, and should the Fund fail to repay the Custodian promptly the Custodian shall be entitled to utilize available cash and to dispose of the Fund assets to the extent necessary to obtain reimbursement, provided that the Custodian gives the Fund reasonable notice to repay such cash or securities advanced, and provided further that such notice requirement shall not preclude the Custodian's right to assert and execute on such lien. Except as may arise from the Custodian's own negligence or willful misconduct, or the negligence or willful misconduct of a subcustodian or agent appointed by the Custodian, the Fund agrees to indemnify and hold the Custodian harmless from and against any and all costs, expenses, losses, damages, charges, reasonable counsel fees, payments and liabilities which may be asserted against the Custodian (i) acting in accordance with any Proper Instruction, or (ii) for any acts or omissions of CHASE MANHATTAN BANK N.A. Notwithstanding any provision herein to the contrary, to the extent the Custodian is found to be liable hereunder for any loss, liability, claim, expense or damage, the Custodian shall be liable only for such loss, liability, claim, expense or damage which was reasonably foreseeable. SECTION 10. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT. This Agreement shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodian; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund's secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund's secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund's articles of incorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "GOVERNING DOCUMENTS"); and further provided that the Fund may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld. SECTION 11. SUCCESSOR CUSTODIAN. If a successor custodian shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor custodian at the offices of the Custodian, duly endorsed and in the form for transfer, all investments and other properties then held by it hereunder, and shall transfer to an account of the successor custodian all of the Fund's investments held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable Fund, deliver at the offices of the Custodian and transfer such investments, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,000, all property held by the Custodian under this Agreement and to transfer to an account of such successor custodian all of the Fund's investments held in any Securities System; thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such property, and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect. SECTION 12. GENERAL. SECTION 12.1 COMPENSATION OF CUSTODIAN. The Custodian shall be entitled to compensation for its services and reimbursement of its expenses as Custodian as agreed upon from time to time between the Fund and the Custodian. SECTION 12.2 MASSACHUSETTS LAW TO APPLY. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with laws of The Commonwealth of Massachusetts. SECTION 12.3 RECORDS. The Custodian shall create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of the Fund under the 1940 Act, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall be the property of the Fund and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of the Fund and employees and agents of the SEC. The Custodian shall, at the Fund's request, supply the Fund with a tabulation of investments owned by the Fund and held by the Custodian hereunder, and shall, when requested to do so by an officer of the Fund, and for such compensation as shall be agreed upon between the Fund and the Custodian, include certificate numbers in such tabulations. SECTION 12.4 OPINION OF FUND'S INDEPENDENT ACCOUNTANT. The Custodian shall take all reasonable action as the Fund may from time to time request to obtain from year to year favorable opinions from the Fund's independent accountants with respect to its activities hereunder in connection with the preparation of the Fund's Form N-1A, the preparation of the Fund's Form N-SAR, the preparation of any other annual reports to the SEC with respect to the Fund, and with respect to any other requirements of the SEC. SECTION 12.5 INTERPRETIVE AND ADDITIONAL PROVISIONS. In connection with the operation of this Agreement, the Custodian and the Fund may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by both parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of the Governing Documents. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Agreement. SECTION 12.6 BOND. The Custodian shall at all times maintain a bond in such form and amount as is acceptable to the Fund, which shall be issued by a reputable fidelity insurance company authorized to do business in the place where such bond is issued, against larceny and embezzlement, covering each officer and employee of the Custodian who may, singly or jointly with others, have access to securities or funds of the Fund, either directly or through authority to receive and carry out any certificate instruction, order request, note or other instrument required or permitted by this Agreement. The Custodian agrees that it shall not cancel, terminate or modify such bond insofar as it adversely affects the Fund except after written notice given to the Fund not less than 10 days prior to the effective date of such cancellation, termination or modification. The Custodian shall, upon request, furnish to the Fund a copy of each such bond and each amendment thereto. SECTION 12.7 CONFIDENTIALITY. The Custodian agrees to treat all records and other information relative to the Fund and its prior, present or future shareholders as confidential, and the Custodian, on behalf of itself and its employees, agrees to keep confidential all such information except, after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where the Custodian may be exposed to civil or criminal contempt proceedings for failure to comply when requested to divulge such information by duly constituted authorities, or when so requested by the Fund. SECTION 12.8 EXEMPTION FROM LIEN. Except as set forth in Section 9 hereof, the securities and other assets held by the Custodian hereunder shall not be subject to lien or charge of any kind in favor of the Custodian or any person claiming through the Custodian. Nothing herein shall be deemed to deprive the Custodian of its right to invoke any and all remedies available at law or equity to collect amounts due it under this Agreement. SECTION 12.9 ASSIGNMENT. This Agreement may not be assigned by either party without the written consent of the other, except that either party may assign its rights and obligations hereunder to a party controlling, controlled by, or under common control with such party. SECTION 12.10 PRIOR AGREEMENTS. Without derogating the rights established thereunder prior to the date of this Agreement, this Agreement supersedes and terminates, as of the date hereof, all prior agreements between the Fund and the Custodian relating to the custody of Fund assets. SECTION 12.11 COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute but one and the same Agreement. SECTION 12.12 NOTICES. Any notice, instruction or other instrument required to be given hereunder may be delivered in person to the offices of the parties as set forth herein during normal business hours or delivered prepaid registered mail or by telex, cable or telecopy to the parties at the following addresses or such other addresses as may be notified by any party from time to time. To any Fund: c/o T. ROWE PRICE ASSOCIATES, INC. 100 East Pratt Street Baltimore, Maryland 21202 Attention: Carmen Deyesu Telephone: 410-345-6658 Telecopy: 410-685-8827/8830 To the Custodian: STATE STREET BANK AND TRUST COMPANY 1776 Heritage Drive North Quincy, Massachusetts 02171, U.S.A. Attention: Carol C. Ayotte Telephone: 617-985-6894 Telecopy: 617-537-6321 Such notice, instruction or other instrument shall be deemed to have been served in the case of a registered letter at the expiration of five business days after posting, in the case of cable twenty-four hours after dispatch and, in the case of telex, immediately on dispatch and if delivered outside normal business hours it shall be deemed to have been received at the next time after delivery when normal business hours commence and in the case of cable, telex or telecopy on the business day after the receipt thereof. Evidence that the notice was properly addressed, stamped and put into the post shall be conclusive evidence of posting. SECTION 12.13 ENTIRE AGREEMENT. This Agreement (including all schedules, appendices, exhibits and attachments hereto) constitutes the entire Agreement between the parties with respect to the subject matter hereof. SECTION 12.14 HEADINGS NOT CONTROLLING. Headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. SECTION 12.15 SURVIVAL. All provisions regarding indemnification, confidentiality, warranty, liability and limits thereon shall survive following the expiration or termination of this Agreement. SECTION 12.16 SEVERABILITY. In the event any provision of this Agreement is held illegal, void or unenforceable, the balance shall remain in effect. SECTION 12.17 THE PARTIES. All references herein to the "Fund" are to each of the funds listed on Appendix A hereto individually, as if this Agreement were between such individual Fund and the Custodian. In the case of a series fund or trust, all references to the "Fund" are to the individual series or portfolio of such fund or trust, or to such fund or trust on behalf of the individual series or portfolio, as appropriate. Any reference in this Agreement to "the parties" shall mean the Custodian and such other individual Fund as to which the matter pertains. Each Fund hereby represents and warranties that (i) it has the requisite power and authority under applicable laws and its Governing Documents to enter into and perform this Agreement, (ii) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement, and (iii) its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Fund or any law or regulation applicable to it. SECTION 12.18 DIRECTORS AND TRUSTEES. It is understood and is expressly stipulated that neither the holders of Shares nor any member of the Board be personally liable hereunder. Whenever reference is made herein to an action required to be taken by the Board, such action may also be taken by the Board's executive committee. SECTION 12.19 MASSACHUSETTS BUSINESS TRUST. With respect to any Fund which is a party to this Agreement and which is organized as a Massachusetts business trust, the term "Fund" means and refers to the trustees from time to time serving under the applicable trust agreement of such trust, as the same may be amended from time to time (the "DECLARATION OF TRUST"). It is expressly agreed that the obligations of any such Fund hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of the Fund personally, but bind only the trust property of the Fund as set forth in the applicable Declaration of Trust. In the case of each Fund which is a Massachusetts business trust (in each case, a "TRUST"), the execution and delivery of this Agreement on behalf of the Trust has been authorized by the trustees, and signed by an authorized officer, of the Trust, in each case acting in such capacity and not individually, and neither such authorization by the trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually, but shall bind only the trust property of the Trust as provided in its Declaration of Trust. SECTION 12.20 REPRODUCTION OF DOCUMENTS. This Agreement and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. SECTION 12.21 SHAREHOLDER COMMUNICATIONS ELECTION. SEC Rule 14b-2 requires banks which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, the Custodian needs the Fund to indicate whether it authorizes the Custodian to provide the Fund's name, address, and share position to requesting companies whose securities the Fund owns. If the Fund tells the Custodian "no", the Custodian will not provide this information to requesting companies. If the Fund tells the Custodian "yes" or does not check either "yes" or "no" below, the Custodian is required by the rule to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For the Fund's protection, the Rule prohibits the requesting company from using the Fund's name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below. YES [ ] The Custodian is authorized to release the Fund's name, address, and share positions. NO [X] The Custodian is not authorized to release the Fund's name, address, and share positions. DATA ACCESS SERVICES ADDENDUM TO CUSTODIAN AGREEMENT Addendum to the Custodian Agreement (as defined below) between each fund listed on Appendix A to the Custodian Agreement, as such Appendix A is amended from time to time (each such fund listed on Appendix A shall be individually referred to herein as the "FUND"), and State Street Bank and Trust Company ("STATE STREET"). PREAMBLE WHEREAS, State Street has been appointed as custodian of certain assets of the Fund pursuant to a certain Custodian Agreement (the "CUSTODIAN AGREEMENT") dated as of January 28, 1998, and amended thereafter from time to time; WHEREAS, State Street has developed and utilizes proprietary accounting and other systems, including State Street's proprietary Multicurrency HORIZON/R/ Accounting System, in its role as custodian of the Fund, and maintains certain Fund-related data ("FUND DATA") in databases under the control and ownership of State Street (the "DATA ACCESS SERVICES"); and WHEREAS, State Street makes available to the Fund (and certain of the Fund's agents as set forth herein) certain Data Access Services solely for the benefit of the Fund, and intends to provide additional services, consistent with the terms and conditions of this Addendum. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the parties agree as follows: 1. SYSTEM AND DATA ACCESS SERVICES a. System. Subject to the terms and conditions of this Addendum and solely for the - ------ purpose of providing access to Fund Data as set forth herein, State Street hereby agrees to provide the Fund, or certain third parties approved by State Street that serve as the Fund's investment advisors, investment managers or fund accountants (the "FUND ACCOUNTANTS") or as the Fund's independent auditors (the "AUDITOR"), with access to State Street's Multicurrency HORIZON/R/ Accounting System and the other information systems described in Attachment A (collectively, the "SYSTEM") on a remote basis solely on the computer hardware, system software and telecommunication links described in Attachment B (the "DESIGNATED CONFIGURATION") or on any designated substitute or back-up equipment configuration consented to in writing by State Street, such consent not to be unreasonably withheld. b. Data Access Services. State Street agrees to make available to the Fund the - ---- ------ -------- Data Access Services subject to the terms and conditions of this Addendum and such data access operating standards and procedures as may be issued by State Street from time to time. The Fund shall be able to access the System to (i) originate electronic instructions to State Street in order to (a) effect the transfer or movement of cash or securities held under custody by State Street or (b) transmit accounting or other information (the transactions described in (i)(a) and (i)(b) above are referred to herein as "CLIENT ORIGINATED ELECTRONIC FINANCIAL INSTRUCTIONS"), and (ii) access data for the purpose of reporting and analysis, which shall all be deemed to be Data Access Services for purposes of this Addendum. c. Additional Services. State Street may from time to time agree to make available - ---------- -------- to the Fund additional Systems that are not described in the attachments to this Addendum. In the absence of any other written agreement concerning such additional systems, the term "SYSTEM" shall include, and this Addendum shall govern, the Fund's access to and use of any additional System made available by State Street and/or accessed by the Fund. 2. NO USE OF THIRD PARTY SYSTEMS-LEVEL SOFTWARE State Street and the Fund acknowledge that in connection with the Data Access Services provided under this Addendum, the Fund will have access, through the Data Access Services, to Fund Data and to functions of State Street's proprietary systems; provided, however that in no event will the Fund have direct access to any third party systems-level software that retrieves data for, stores data from, or otherwise supports the System. 3. LIMITATION ON SCOPE OF USE a. Designated Equipment; Designated Locations. The System and the Data Access - ---------- ---------- ---------- --------- Services shall be used and accessed solely on and through the Designated Configuration at the offices of the Fund or the Fund Accountants in Baltimore, Maryland or Owings Mills, Maryland ("DESIGNATED LOCATIONS"). b. Designated Configuration; Trained Personnel. State Street and the Fund shall - ---------- -------------- ------- --------- be responsible for supplying, installing and maintaining the Designated Configuration at the Designated Locations. State Street and the Fund agree that each will engage or retain the services of trained personnel to enable both parties to perform their respective obligations under this Addendum. State Street agrees to use commercially reasonable efforts to maintain the System so that it remains serviceable, provided, however, that State Street does not guarantee or assure uninterrupted remote access use of the System. c. Scope of Use. The Fund will use the System and the Data Access Services only - ----- -- --- for the processing of securities transactions, the keeping of books of account for the Fund and accessing data for purposes of reporting and analysis. The Fund shall not, and shall cause its employees and agents not to (i) permit any unauthorized third party to use the System or the Data Access Services, (ii) sell, rent, license or otherwise use the System or the Data Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Data Access Services for any fund, trust or other investment vehicle), other than as set forth herein, without the prior written consent of State Street, (iv) allow access to the System or the Data Access Services through terminals or any other computer or telecommunications facilities located outside the Designated Locations, (v) allow or cause any information (other than portfolio holdings, valuations of portfolio holdings, and other information reasonably necessary for the management or distribution of the assets of the Fund) transmitted from State Street's databases, including data from third party sources, available through use of the System or the Data Access Services to be redistributed or retransmitted to another computer, terminal or other device for other than use for or on behalf of the Fund or (vi) modify the System in any way, including without limitation developing any software for or attaching any devices or computer programs to any equipment, system, software or database which forms a part of or is resident on the Designated Configuration. d. Other Locations. Except in the event of an emergency or of a planned System - ----- --------- shutdown, the Fund's access to services performed by the System or to Data Access Services at the Designated Locations may be transferred to a different location only upon the prior written consent of State Street. In the event of an emergency or System shutdown, the Fund may use any back-up site included in the Designated Configuration or any other back-up site agreed to by State Street, which agreement will not be unreasonably withheld. The Fund may secure from State Street the right to access the System or the Data Access Services through computer and telecommunications facilities or devices complying with the Designated Configuration at additional locations only upon the prior written consent of State Street and on terms to be mutually agreed upon by the parties. e. Title. Title and all ownership and proprietary rights to the System, including - ----- any enhancements or modifications thereto, whether or not made by State Street, are and shall remain with State Street. f. No Modification. Without the prior written consent of State Street, the Fund - -- ------------ shall not modify, enhance or otherwise create derivative works based upon the System, nor shall the Fund reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System. g. Security Procedures. The Fund shall comply with data access operating standards - -------- ---------- and procedures and with user identification or other password control requirements and other security procedures as may be issued from time to time by State Street for use of the System on a remote basis and to access the Data Access Services. The Fund shall have access only to the Fund Data and authorized transactions agreed upon from time to time by State Street and, upon notice from State Street, the Fund shall discontinue remote use of the System and access to Data Access Services for any security reasons cited by State Street; provided, that, in such event, State Street shall, for a period not less than 180 days (or such other shorter period specified by the Fund) after such discontinuance, assume responsibility to provide accounting services under the terms of the Custodian Agreement. h. Inspections. State Street shall have the right to inspect the use of the System - ----------- and the Data Access Services by the Fund, the Fund Accountants and the Auditor to ensure compliance with this Addendum. The on-site inspections shall be upon prior written notice to Fund, the Fund Accountants and the Auditor and at reasonably convenient times and frequencies so as not to result in an unreasonable disruption of the Fund's or the Fund Accountants' or the Auditor respective businesses. 4. PROPRIETARY INFORMATION a. Proprietary Information. The Fund acknowledges and State Street represents that - ----------- ----------- the System and the databases, computer programs, screen formats, report formats, interactive design techniques, documentation and other information made available to the Fund by State Street as part of the Data Access Services and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Fund shall be deemed proprietary and confidential information of State Street (hereinafter "PROPRIETARY INFORMATION"). The Fund agrees that it will hold such Proprietary Information in the strictest confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees or agents who are permitted access to the Proprietary Information to satisfy its obligations hereunder. The Fund further acknowledges that State Street shall not be required to provide the Fund Accountants or the Auditor with access to the System unless it has first received from the Fund Accountants and the Auditor an undertaking with respect to State Street's Proprietary Information in the form of Attachment C and/or Attachment C-1 to this Addendum. The Fund shall use all commercially reasonable efforts to assist State Street in identifying and preventing any unauthorized use, copying or disclosure of the Proprietary Information or any portions thereof or any of the logic, formats or designs contained therein. b. Cooperation. Without limitation of the foregoing, the Fund shall advise State - ----------- Street immediately in the event the Fund learns or has reason to believe that any person to whom the Fund has given access to the Proprietary Information, or any portion thereof, has violated or intends to violate the terms of this Addendum, and the Fund will, at its reasonable expense, cooperate with State Street in seeking injunctive or other equitable relief in the name of the Fund or State Street against any such person. c. Injunctive Relief. The Fund acknowledges that the disclosure of any Proprietary - ---------- ------ Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street inadequately compensable in damages at law. In addition, State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available. d. Survival. The provisions of this Section 4 shall survive the termination of - -------- this Addendum. 5. LIMITATION ON LIABILITY a. Standard of Care and Limitation on Amount and Time for Bringing Action. State - -------- -- ---- --- ---------- -- ------ --- ---- --- -------- ------ Street shall be held to a standard of reasonable care with respect to all of its duties and obligations under this Addendum. The Fund agrees that any liability of State Street to the Fund or any third party arising with respect to the System or State Street's provision of Data Access Services under this Data Access Services Addendum shall be limited to the amount paid by the Fund for the preceding 24 months for such services. The foregoing limitation shall relate solely to State Street's provision of the Data Access Services pursuant to this Addendum and is not intended to limit State Street's responsibility to perform in accordance with the Custodian Agreement, including its duty to act in accordance with Proper Instructions. In no event shall State Street be liable to the Fund or any other party pursuant to this Addendum for any special, indirect, punitive or consequential damages even if advised of the possibility of such damages. No action, regardless of form, arising out of the terms of this Addendum may be brought by the Fund more than two years after the Fund has knowledge that the cause of action has arisen. b. Limited Warranties. NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, - ------- ---------- WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE MADE BY STATE STREET. c. Third-Party Data. Organizations from which State Street may obtain certain data - ----------- ---- included in the System or the Data Access Services are solely responsible for the contents of such data, and State Street shall have no liability for claims arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. d. Regulatory Requirements. As between State Street and the Fund, the Fund shall - ---------- ------------ be solely responsible for the accuracy of any accounting statements or reports produced using the Data Access Services and the System and the conformity thereof with any requirements of law. e. Force Majeure. Neither party shall be liable for any costs or damages due to - ----- ------- delay or nonperformance under this Data Access Services Addendum arising out of any cause or event beyond such party's control, including, without limitation, cessation of services hereunder or any damages resulting therefrom to the other party as a result of work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action, or communication disruption. 6. INDEMNIFICATION The Fund agrees to indemnify and hold State Street harmless from any loss, damage or expense including reasonable attorney's fees, (a "loss") suffered by State Street arising from (i) the negligence or willful misconduct in the use by the Fund of the Data Access Services or the System, including any loss incurred by State Street resulting from a security breach at the Designated Locations or committed by the Fund's employees or agents or the Fund Accountants or the and Auditor, and (ii) any loss resulting from incorrect Client Originated Electronic Financial Instructions. State Street shall be entitled to rely on the validity and authenticity of Client Originated Electronic Financial Instructions without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by State Street from time to time. 7. FEES Fees and charges for the use of the System and the Data Access Services and related payment terms shall be as set forth in the custody fee schedule in effect from time to time between the parties (the "FEE SCHEDULE"). Any tariffs, duties or taxes imposed or levied by any government or governmental agency by reason of the transactions contemplated by this Addendum, including, without limitation, federal, state and local taxes, use, value added and personal property taxes (other than income, franchise or similar taxes which may be imposed or assessed against State Street) shall be borne by the Fund. Any claimed exemption from such tariffs, duties or taxes shall be supported by proper documentary evidence delivered to State Street. 8. TRAINING, IMPLEMENTATION AND CONVERSION a. Training. State Street agrees to provide training, at a designated State Street - -------- training facility or at the Designated Locations, to the Fund's personnel in connection with the use of the System on the Designated Configuration. The Fund agrees that it will set aside, during regular business hours or at other times agreed upon by both parties, sufficient time to enable all operators of the System and the Data Access Services, designated by the Fund, to receive the training offered by State Street pursuant to this Addendum. b. Installation and Conversion. State Street and the Fund shall be responsible for - ------------ --- ---------- the technical installation and conversion ("INSTALLATION AND CONVERSION") of the Designated Configuration. The Fund shall have the following responsibilities in connection with Installation and Conversion of the System: (i) The Fund shall be solely responsible for the timely acquisition and maintenance of the hardware and software that attach to the Designated Configuration in order to use the Data Access Services at the Designated Locations, and (ii) State Street and the Fund each agree that they will assign qualified personnel to actively participate during the Installation and Conversion phase of the System implementation to enable both parties to perform their respective obligations under this Addendum. 9. SUPPORT During the term of this Addendum, State Street agrees to provide the support services set out in Attachment D to this Addendum. 10. TERM a. Term. This Addendum shall become effective on the date of its execution by - ---- State Street and shall remain in full force and effect until terminated as herein provided. b. Termination. Either party may terminate this Addendum (i) for any reason by - ----------- giving the other party at least one-hundred and eighty (180) days' prior written notice in the case of notice of termination by State Street to the Fund or thirty (30) days' notice in the case of notice from the Fund to State Street of termination; or (ii) immediately for failure of the other party to comply with any material term and condition of the Addendum by giving the other party written notice of termination. In the event the Fund shall cease doing business, shall become subject to proceedings under the bankruptcy laws (other than a petition for reorganization or similar proceeding) or shall be adjudicated bankrupt, this Addendum and the rights granted hereunder shall, at the option of State Street, immediately terminate with notice to the Fund. This Addendum shall in any event terminate as to any Fund within ninety (90) days after the termination of the Custodian Agreement. c. Termination of the Right to Use. Upon termination of this Addendum for any - ----------- -- --- ----- -- --- reason, any right to use the System and access to the Data Access Services shall terminate and the Fund shall immediately cease use of the System and the Data Access Services. Immediately upon termination of this Addendum for any reason, the Fund shall return to State Street all copies of documentation and other Proprietary Information in its possession; provided, however, that in the event that either party terminates this Addendum or the Custodian Agreement for any reason other than the Fund's breach, State Street shall provide the Data Access Services for a period of time and at a price to be agreed upon in writing by the parties. 11. MISCELLANEOUS a.Year 2000. State Street will take all steps necessary to ensure that its ---- ---- products (and those of its third-party suppliers) reflect the available state of the art technology to offer products that are Year 2000 compliant, including, but not limited to, century recognition of dates, calculations that correctly compute same century and multi-century formulas and date values, and interface values that reflect the date issues arising between now and the next one-hundred years. If any changes are required, State Street will make the changes to its products at no cost to the Fund and in a commercially reasonable time frame and will require third-party suppliers to do likewise. b. Assignment; Successors. This Addendum and the rights and obligations of the - ----------- ---------- Fund and State Street hereunder shall not be assigned by either party without the prior written consent of the other party, except that State Street may assign this Addendum to a successor of all or a substantial portion of its business, or to a party controlling, controlled by, or under common control with State Street. c. Survival. All provisions regarding indemnification, warranty, liability and - -------- limits thereon, and confidentiality and/or protection of proprietary rights and trade secrets shall survive the termination of this Addendum. d. Entire Agreement. This Addendum and the attachments hereto constitute the - ------ --------- entire understanding of the parties hereto with respect to the Data Access Services and the use of the System and supersedes any and all prior or contemporaneous representations or agreements, whether oral or written, between the parties as such may relate to the Data Access Services or the System, and cannot be modified or altered except in a writing duly executed by the parties. This Addendum is not intended to supersede or modify the duties and liabilities of the parties hereto under the Custodian Agreement or any other agreement between the parties hereto except to the extent that any such agreement specifically refers to the Data Access Services or the System. No single waiver or any right hereunder shall be deemed to be a continuing waiver. e. Severability. ------------ If any provision or provisions of this Addendum shall be held to be invalid, unlawful, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired. f. Governing Law. This Addendum shall be interpreted and construed in accordance - --------- --- with the internal laws of The Commonwealth of Massachusetts without regard to the conflict of laws provisions thereof. ATTACHMENT A MULTICURRENCY HORIZON/R/ ACCOUNTING SYSTEM SYSTEM PRODUCT DESCRIPTION I. The Multicurrency HORIZON/R/ Accounting System is designed to provide lot level portfolio and general ledger accounting for SEC and ERISA type requirements and includes the following services: 1) recording of general ledger entries; 2) calculation of daily income and expense; 3) reconciliation of daily activity with the trial balance, and 4) appropriate automated feeding mechanisms to (i) domestic and international settlement systems, (ii) daily, weekly and monthly evaluation services, (iii) portfolio performance and analytic services, (iv) customer's internal computing systems and (v) various State Street provided information services products. II. GlobalQuest/R/ GlobalQuest/R/ is designed to provide customer access to the following information maintained on The Multicurrency HORIZON/R/ Accounting System: 1) cash transactions and balances; 2) purchases and sales; 3) income receivables; 4) tax refund; 5) daily priced positions; 6) open trades; 7) settlement status; 8) foreign exchange transactions; 9) trade history; and 10) daily, weekly and monthly evaluation services. III. HORIZON/R/ Gateway. HORIZON/R/ Gateway provides customers with the ability to (i) generate reports using information maintained on the Multicurrency HORIZON/R/ Accounting System which may be viewed or printed at the customer's location; (ii) extract and download data from the Multicurrency HORIZONR Accounting System; and (iii) access previous day and historical data. The following information which may be accessed for these purposes: 1) holdings; 2) holdings pricing; 3) transactions, 4) open trades; 5) income; 6) general ledger and 7) cash. IV. State Street Interchange. State Street Interchange is an open ------------------------ information delivery architecture wherein proprietary communication products, data formats and workstation tools are replaced by industry standards and is designed to enable the connection of State Street's network to customer networks, thereby facilitating the sharing of information. ATTACHMENT C UNDERTAKING (FUND ACCOUNTANTS) The undersigned understands that in the course of its employment as Fund Accountant to each fund listed on Appendix A (as amended from time to time) to that certain Custodian Agreement dated as of January 28, 1998 (the "FUND"), it will have access to State Street Bank and Trust Company's Multicurrency HORIZON Accounting System and other information systems (collectively, the "SYSTEM"). The undersigned acknowledges that the System and the databases, computer programs, screen formats, report formats, interactive design techniques, documentation, and other information made available to the Undersigned by State Street Bank and Trust Company ("STATE STREET") as part of the Data Access Services provided to the Fund and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Undersigned shall be deemed proprietary and confidential information of State Street (hereinafter "PROPRIETARY INFORMATION"). The undersigned agrees that it will hold such Proprietary Information in confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder. The undersigned will not attempt to intercept data, gain access to data in transmission, or attempt entry into any system or files for which it is not authorized. It will not intentionally adversely affect the integrity of the System through the introduction of unauthorized code or data, or through unauthorized deletion. Upon notice by State Street for any reason, any right to use the System and access to the Data Access Services shall terminate and the Undersigned shall immediately cease use of the System and the Data Access Services. Immediately upon notice by State Street for any reason, the undersigned shall return to State Street all copies of documentation and other Proprietary Information in its possession. [The Fund Accountants] By: ______________________________ Title: ______________________________ Date: ______________________________ ATTACHMENT C-1 UNDERTAKING (AUDITOR) The undersigned understands that in the course of its employment as Auditor to each fund listed on Appendix A (as amended from time to time) to that certain Custodian Agreement dated as of January 28, 1998 (the "FUND") it will have access to State Street Bank and Trust Company's Multicurrency HORIZON Accounting System and other information systems (collectively, the "SYSTEM"). The undersigned acknowledges that the System and the databases, computer programs, screen formats, report formats, interactive design techniques, documentation, and other information made available to the Undersigned by State Street Bank and Trust Company ("STATE STREET") as part of the Data Access Services provided to the Fund and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Undersigned shall be deemed proprietary and confidential information of State Street (hereinafter "PROPRIETARY INFORMATION"). The undersigned agrees that it will hold such Proprietary Information in confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder. The undersigned will not attempt to intercept data, gain access to data in transmission, or attempt entry into any system or files for which it is not authorized. It will not intentionally adversely affect the integrity of the System through the introduction of unauthorized code or data, or through unauthorized deletion. Upon notice by State Street for any reason, any right to use the System and access to the Data Access Services shall terminate and the Undersigned shall immediately cease use of the System and the Data Access Services. Immediately upon notice by State Street for any reason, the undersigned shall return to State Street all copies of documentation and other Proprietary Information in its possession. [The Auditor] By: ______________________________ Title: ______________________________ Date: ______________________________ ATTACHMENT D SUPPORT During the term of this Addendum, State Street agrees to provide the following on-going support services: a. Telephone Support. The Fund Designated Persons may contact State Street's HORIZON/R/ Help Desk and Fund Assistance Center between the hours of 8 a.m. and 6 p.m. (Eastern time) on all business days for the purpose of obtaining answers to questions about the use of the System, or to report apparent problems with the System. From time to time, the Fund shall provide to State Street a list of persons who shall be permitted to contact State Street for assistance (such persons being referred to as the "FUND DESIGNATED PERSONS"). b. Technical Support. State Street will provide technical support to assist the - --------- ------- Fund in using the System and the Data Access Services. The total amount of technical support provided by State Street shall not exceed 10 resource days per year. State Street shall provide such additional technical support as is expressly set forth in the fee schedule in effect from time to time between the parties (the "FEE SCHEDULE"). Technical support, including during installation and testing, is subject to the fees and other terms set forth in the Fee Schedule. c. Maintenance Support. State Street shall use commercially reasonable ------------------- efforts to correct system functions that do not work according to the System Product Description as set forth on Attachment A in priority order in the next scheduled delivery release or otherwise as soon as is practicable. d. System Enhancements. State Street will provide to the Fund any enhancements to - ------ ------------ the System developed by State Street and made a part of the System; provided that State Street offer the Fund reasonable training on the enhancement. Charges for system enhancements shall be as provided in the Fee Schedule. State Street retains the right to charge for related systems or products that may be developed and separately made available for use other than through the System. e. Custom Modifications. In the event the Fund desires custom modifications in - ------ ------------- connection with its use of the System, the Fund shall make a written request to State Street providing specifications for the desired modification. Any custom modifications may be undertaken by State Street in its sole discretion in accordance with the Fee Schedule. f. Limitation on Support. State Street shall have no obligation to support the - ---------- -- ------- Fund's use of the System: (1) for use on any computer equipment or telecommunication facilities which does not conform to the Designated Configuration or (ii) in the event the Fund has modified the System in breach of this Addendum. In WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and on its behalf by its duly authorized representative as of the date and year first written above. T. ROWE PRICE GROWTH STOCK FUND, INC. T. ROWE PRICE NEW HORIZONS FUND, INC. T. ROWE PRICE NEW ERA FUND, INC. T. ROWE PRICE NEW INCOME FUND, INC. T. ROWE PRICE PRIME RESERVE FUND, INC. T. ROWE PRICE INTERNATIONAL FUNDS, INC. T. Rowe Price International Bond Fund T. Rowe Price International Stock Fund T. Rowe Price International Discovery Fund T. Rowe Price European Stock Fund T. Rowe Price New Asia Fund T. Rowe Price Global Government Bond Fund T. Rowe Price Japan Fund T. Rowe Price Latin America Fund T. Rowe Price Emerging Markets Bond Fund T. Rowe Price Emerging Markets Stock Fund T. Rowe Price Global Stock Fund T. ROWE PRICE GROWTH & INCOME FUND, INC. T. ROWE PRICE SHORT-TERM BOND FUND, INC. T. ROWE PRICE TAX-FREE INCOME FUND, INC. T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC. T. ROWE PRICE HIGH YIELD FUND, INC. T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. T. ROWE PRICE NEW AMERICA GROWTH FUND T. ROWE PRICE EQUITY INCOME FUND T. ROWE PRICE GNMA FUND T. ROWE PRICE CAPITAL APPRECIATION FUND T. ROWE PRICE STATE TAX-FREE INCOME TRUST Maryland Tax-Free Bond Fund Maryland Short-Term Tax-Free Bond Fund New York Tax-Free Bond Fund New York Tax-Free Money Fund Virginia Tax-Free Bond Fund Virginia Short-Term Tax-Free Bond Fund New Jersey Tax-Free Bond Fund Georgia Tax-Free Bond Fund Florida Insured Intermediate Tax-Free Fund T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST California Tax-Free Bond Fund California Tax-Free Money Fund T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. T. ROWE PRICE SMALL-CAP VALUE FUND, INC. INSTITUTIONAL INTERNATIONAL FUNDS, INC. Foreign Equity Fund T. ROWE PRICE U.S. TREASURY FUNDS, INC. U.S. Treasury Intermediate Fund U.S. Treasury Long-Term Fund U.S. Treasury Money Fund T. ROWE PRICE INDEX TRUST, INC. T. Rowe Price Equity Index 500 Fund T. Rowe Price Extended Equity Market Index Fund T. Rowe Price Total Equity Market Index Fund T. ROWE PRICE SPECTRUM FUND, INC. Spectrum Growth Fund Spectrum Income Fund Spectrum International Fund T. ROWE PRICE BALANCED FUND, INC. T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC. T. ROWE PRICE MID-CAP GROWTH FUND, INC. T. ROWE PRICE TAX-FREE INSURED INTERMEDIATE BOND FUND, INC. T. ROWE PRICE DIVIDEND GROWTH FUND, INC. T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. T. ROWE PRICE SUMMIT FUNDS, INC. T. Rowe Price Summit Cash Reserves Fund T. Rowe Price Summit Limited-Term Bond Fund T. Rowe Price Summit GNMA Fund T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC. T. Rowe Price Summit Municipal Money Market Fund T. Rowe Price Summit Municipal Intermediate Fund T. Rowe Price Summit Municipal Income Fund T. ROWE PRICE EQUITY SERIES, INC. T. Rowe Price Equity Income Portfolio T. Rowe Price New America Growth Portfolio T. Rowe Price Personal Strategy Balanced Portfolio T. Rowe Price Mid-Cap Growth Portfolio T. ROWE PRICE INTERNATIONAL SERIES, INC. T. Rowe Price International Stock Portfolio T. ROWE PRICE FIXED INCOME SERIES, INC. T. Rowe Price Limited-Term Bond Portfolio T. Rowe Price Prime Reserve Portfolio T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC. T. Rowe Price Personal Strategy Balanced Fund T. Rowe Price Personal Strategy Growth Fund T. Rowe Price Personal Strategy Income Fund T. ROWE PRICE VALUE FUND, INC. T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. T. ROWE PRICE CORPORATE INCOME FUND, INC. T. ROWE PRICE HEALTH SCIENCES FUND, INC. T. ROWE PRICE MID-CAP VALUE FUND, INC. INSTITUTIONAL DOMESTIC EQUITY FUNDS, INC. Mid-Cap Equity Growth Fund T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. T. ROWE PRICE FINANCIAL SERVICES FUND, INC. T. ROWE PRICE REAL ESTATE FUND, INC. T. ROWE PRICE SMALL CAP STOCK FUND, INC. T. Rowe Price Small Cap Stock Fund T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. T. ROWE PRICE TAX EFFICIENT BALANCED FUND, INC. RESERVE INVESTMENT FUNDS, INC. Government Reserve Investment Fund Reserve Investment Fund SIGNATURE ATTESTED TO: EXECUTED ON BEHALF OF EACH FUND: /s/Suzanne E. Fraunhoffer /s/Carmen Deyesu By: _____________________ By:____________________ Name: Suzanne E. Fraunhoffer Name: Carmen Deyesu Title: Legal Assistant Title: Treasurer for each of the foregoing SIGNATURE ATTESTED TO: STATE STREET BANK AND TRUST COMPANY /s/Glenn Ciotti /s/Ronald E. Logue By: _____________________ By:____________________ Name: Glenn Ciotti Name: Ronald E. Logue Title: VP & Assoc. Counsel Title: Executive Vice President SCHEDULE A COUNTRY SUBCUSTODIAN CENTRAL DEPOSITORY United Kingdom State Street Bank None; and Trust Company The Bank of England, The Central Gilts Office (CGO); The Central Moneymarkets Office (CMO) Euroclear (The Euroclear System)/ State Street London Limited APPENDIX A T. ROWE PRICE GROWTH STOCK FUND, INC. T. ROWE PRICE NEW HORIZONS FUND, INC. T. ROWE PRICE NEW ERA FUND, INC. T. ROWE PRICE NEW INCOME FUND, INC. T. ROWE PRICE PRIME RESERVE FUND, INC. T. ROWE PRICE INTERNATIONAL FUNDS, INC. T. Rowe Price International Bond Fund T. Rowe Price International Stock Fund T. Rowe Price International Discovery Fund T. Rowe Price European Stock Fund T. Rowe Price New Asia Fund T. Rowe Price Global Government Bond Fund T. Rowe Price Japan Fund T. Rowe Price Latin America Fund T. Rowe Price Emerging Markets Bond Fund T. Rowe Price Emerging Markets Stock Fund T. Rowe Price Global Stock Fund T. ROWE PRICE GROWTH & INCOME FUND, INC. T. ROWE PRICE SHORT-TERM BOND FUND, INC. T. ROWE PRICE TAX-FREE INCOME FUND, INC. T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC. T. ROWE PRICE HIGH YIELD FUND, INC. T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. T. ROWE PRICE NEW AMERICA GROWTH FUND T. ROWE PRICE EQUITY INCOME FUND T. ROWE PRICE GNMA FUND T. ROWE PRICE CAPITAL APPRECIATION FUND T. ROWE PRICE STATE TAX-FREE INCOME TRUST Maryland Tax-Free Bond Fund Maryland Short-Term Tax-Free Bond Fund New York Tax-Free Bond Fund New York Tax-Free Money Fund Virginia Tax-Free Bond Fund Virginia Short-Term Tax-Free Bond Fund New Jersey Tax-Free Bond Fund Georgia Tax-Free Bond Fund Florida Insured Intermediate Tax-Free Fund T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST California Tax-Free Bond Fund California Tax-Free Money Fund T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. T. ROWE PRICE SMALL-CAP VALUE FUND, INC. INSTITUTIONAL INTERNATIONAL FUNDS, INC. Foreign Equity Fund T. ROWE PRICE U.S. TREASURY FUNDS, INC. U.S. Treasury Intermediate Fund U.S. Treasury Long-Term Fund U.S. Treasury Money Fund T. ROWE PRICE INDEX TRUST, INC. T. Rowe Price Equity Index 500 Fund T. Rowe Price Extended Equity Market Index Fund T. Rowe Price Total Equity Market Index Fund T. ROWE PRICE SPECTRUM FUND, INC. Spectrum Growth Fund Spectrum Income Fund Spectrum International Fund T. ROWE PRICE BALANCED FUND, INC. T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC. T. ROWE PRICE MID-CAP GROWTH FUND, INC. T. ROWE PRICE TAX-FREE INSURED INTERMEDIATE BOND FUND, INC. T. ROWE PRICE DIVIDEND GROWTH FUND, INC. T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. T. ROWE PRICE SUMMIT FUNDS, INC. T. Rowe Price Summit Cash Reserves Fund T. Rowe Price Summit Limited-Term Bond Fund T. Rowe Price Summit GNMA Fund T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC. T. Rowe Price Summit Municipal Money Market Fund T. Rowe Price Summit Municipal Intermediate Fund T. Rowe Price Summit Municipal Income Fund T. ROWE PRICE EQUITY SERIES, INC. T. Rowe Price Equity Income Portfolio T. Rowe Price New America Growth Portfolio T. Rowe Price Personal Strategy Balanced Portfolio T. Rowe Price Mid-Cap Growth Portfolio T. ROWE PRICE INTERNATIONAL SERIES, INC. T. Rowe Price International Stock Portfolio T. ROWE PRICE FIXED INCOME SERIES, INC. T. Rowe Price Limited-Term Bond Portfolio T. Rowe Price Prime Reserve Portfolio T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC. T. Rowe Price Personal Strategy Balanced Fund T. Rowe Price Personal Strategy Growth Fund T. Rowe Price Personal Strategy Income Fund T. ROWE PRICE VALUE FUND, INC. T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. T. ROWE PRICE CORPORATE INCOME FUND, INC. T. ROWE PRICE HEALTH SCIENCES FUND, INC. T. ROWE PRICE MID-CAP VALUE FUND, INC. INSTITUTIONAL DOMESTIC EQUITY FUNDS, INC. Mid-Cap Equity Growth Fund T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. T. ROWE PRICE FINANCIAL SERVICES FUND, INC. T. ROWE PRICE REAL ESTATE FUND, INC. T. ROWE PRICE SMALL CAP STOCK FUND, INC. T. Rowe Price Small Cap Stock Fund T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. T. ROWE PRICE TAX EFFICIENT BALANCED FUND, INC. RESERVE INVESTMENT FUNDS, INC. Government Reserve Investment Fund Reserve Investment Fund AMENDMENT NO. 1 TO CUSTODIAN CONTRACT BETWEEN STATE STREET BANK AND TRUST COMPANY AND THE T. ROWE PRICE FUNDS The Custodian Contract of January 28, 1998, between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of November 4, 1998, by adding thereto T. Rowe Price International Funds, Inc., on behalf of T. Rowe Price International Growth & Income Fund. T. ROWE PRICE BALANCED FUND, INC. T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST California Tax-Free Bond Fund California Tax-Free Money Fund T. ROWE PRICE CAPITAL APPRECIATION FUND T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. T. ROWE PRICE CORPORATE INCOME FUND, INC. T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. T. ROWE PRICE DIVIDEND GROWTH FUND, INC. T. ROWE PRICE EQUITY INCOME FUND T. ROWE PRICE EQUITY SERIES, INC. T. Rowe Price Equity Income Portfolio T. Rowe Price New America Growth Portfolio T. Rowe Price Personal Strategy Balanced Portfolio T. Rowe Price Mid-Cap Growth Portfolio T. ROWE PRICE FINANCIAL SERVICES FUND, INC. T. ROWE PRICE FIXED INCOME SERIES, INC. T. Rowe Price Limited-Term Bond Portfolio T. Rowe Price Prime Reserve Portfolio T. ROWE PRICE GNMA FUND T. ROWE PRICE GROWTH & INCOME FUND, INC. T. ROWE PRICE GROWTH STOCK FUND, INC. T. ROWE PRICE HEALTH SCIENCES FUND, INC. T. ROWE PRICE HIGH YIELD FUND, INC. T. ROWE PRICE INDEX TRUST, INC. T. Rowe Price Equity Index 500 Fund T. Rowe Price Extended Equity Market Index Fund T. Rowe Price Total Equity Market Index Fund INSTITUTIONAL EQUITY FUNDS, INC. Mid-Cap Equity Growth Fund INSTITUTIONAL INTERNATIONAL FUNDS, INC. Foreign Equity Fund T. ROWE PRICE INTERNATIONAL FUNDS, INC. T. Rowe Price International Bond Fund T. Rowe Price International Discovery Fund T. Rowe Price International Stock Fund T. Rowe Price European Stock Fund T. Rowe Price New Asia Fund T. Rowe Price Global Bond Fund T. Rowe Price Japan Fund T. Rowe Price Latin America Fund T. Rowe Price Emerging Markets Bond Fund T. Rowe Price Emerging Markets Stock Fund T. Rowe Price Global Stock Fund T. Rowe Price International Growth & Income Fund T. ROWE PRICE INTERNATIONAL SERIES, INC. T. Rowe Price International Stock Portfolio T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. T. ROWE PRICE MID-CAP GROWTH FUND, INC. T. ROWE PRICE MID-CAP VALUE FUND, INC. T. ROWE PRICE NEW AMERICA GROWTH FUND T. ROWE PRICE NEW ERA FUND, INC. T. ROWE PRICE NEW HORIZONS FUNDS, INC. T. ROWE PRICE NEW INCOME FUND, INC. T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC. T. Rowe Price Personal Strategy Balanced Fund T. Rowe Price Personal Strategy Growth Fund T. Rowe Price Personal Strategy Income Fund T. ROWE PRICE PRIME RESERVE FUND, INC. T. ROWE PRICE REAL ESTATE FUND, INC. RESERVE INVESTMENT FUNDS, INC. Reserve Investment Fund Government Reserve Investment Fund T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. T. ROWE PRICE SHORT-TERM BOND FUND, INC. T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC. T. ROWE PRICE SMALL-CAP STOCK FUND, INC. T. ROWE PRICE SMALL-CAP VALUE FUND, INC. T. ROWE PRICE SPECTRUM FUND, INC. Spectrum Growth Fund Spectrum Income Fund Spectrum International Fund T. ROWE PRICE STATE TAX-FREE INCOME TRUST Maryland Tax-Free Bond Fund Maryland Short-Term Tax-Free Bond Fund New York Tax-Free Bond Fund New York Tax-Free Money Fund New Jersey Tax-Free Bond Fund Virginia Tax-Free Bond Fund Virginia Short-Term Tax-Free Bond Fund Florida Intermediate Tax-Free Fund Georgia Tax-Free Bond Fund T. ROWE PRICE TAX-EFFICIENT BALANCED FUND, INC. T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. T. ROWE PRICE TAX-FREE INCOME FUND, INC. T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC. T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC. T. ROWE PRICE U.S. TREASURY FUNDS, INC. U.S. Treasury Intermediate Fund U.S. Treasury Long-Term Fund U.S. Treasury Money Fund T. ROWE PRICE SUMMIT FUNDS, INC. T. Rowe Price Summit Cash Reserves Fund T. Rowe Price Summit Limited-Term Bond Fund T. Rowe Price Summit GNMA Fund T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC. T. Rowe Price Summit Municipal Money Market Fund T. Rowe Price Summit Municipal Intermediate Fund T. Rowe Price Summit Municipal Income Fund T. ROWE PRICE VALUE FUND, INC. /s/Henry H. Hopkins By: _____________________________________ Henry H. Hopkins, Vice President STATE STREET BANK AND TRUST COMPANY /s/Stephen F. Brown By: _____________________________________ Stephen F. Brown, Vice President AMENDMENT NO. 2 TO CUSTODIAN CONTRACT BETWEEN STATE STREET BANK AND TRUST COMPANY AND THE T. ROWE PRICE FUNDS The Custodian Contract of January 28, 1998, as amended November 4, 1998 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 21, 1999, by adding thereto T. Rowe Price Tax-Efficient Funds, Inc., on behalf of T. Rowe Price Tax-Efficient Balanced Fund and T. Rowe Price Tax-Efficient Growth Fund. T. ROWE PRICE BALANCED FUND, INC. T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST California Tax-Free Bond Fund California Tax-Free Money Fund T. ROWE PRICE CAPITAL APPRECIATION FUND T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. T. ROWE PRICE CORPORATE INCOME FUND, INC. T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. T. ROWE PRICE DIVIDEND GROWTH FUND, INC. T. ROWE PRICE EQUITY INCOME FUND T. ROWE PRICE EQUITY SERIES, INC. T. Rowe Price Equity Income Portfolio T. Rowe Price New America Growth Portfolio T. Rowe Price Personal Strategy Balanced Portfolio T. Rowe Price Mid-Cap Growth Portfolio T. ROWE PRICE FINANCIAL SERVICES FUND, INC. T. ROWE PRICE FIXED INCOME SERIES, INC. T. Rowe Price Limited-Term Bond Portfolio T. Rowe Price Prime Reserve Portfolio T. ROWE PRICE GNMA FUND T. ROWE PRICE GROWTH & INCOME FUND, INC. T. ROWE PRICE GROWTH STOCK FUND, INC. T. ROWE PRICE HEALTH SCIENCES FUND, INC. T. ROWE PRICE HIGH YIELD FUND, INC. T. ROWE PRICE INDEX TRUST, INC. T. Rowe Price Equity Index 500 Fund T. Rowe Price Extended Equity Market Index Fund T. Rowe Price Total Equity Market Index Fund INSTITUTIONAL EQUITY FUNDS, INC. Mid-Cap Equity Growth Fund INSTITUTIONAL INTERNATIONAL FUNDS, INC. Foreign Equity Fund T. ROWE PRICE INTERNATIONAL FUNDS, INC. T. Rowe Price International Bond Fund T. Rowe Price International Discovery Fund T. Rowe Price International Stock Fund T. Rowe Price European Stock Fund T. Rowe Price New Asia Fund T. Rowe Price Global Bond Fund T. Rowe Price Japan Fund T. Rowe Price Latin America Fund T. Rowe Price Emerging Markets Bond Fund T. Rowe Price Emerging Markets Stock Fund T. Rowe Price Global Stock Fund T. Rowe Price International Growth & Income Fund T. ROWE PRICE INTERNATIONAL SERIES, INC. T. Rowe Price International Stock Portfolio T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. T. ROWE PRICE MID-CAP GROWTH FUND, INC. T. ROWE PRICE MID-CAP VALUE FUND, INC. T. ROWE PRICE NEW AMERICA GROWTH FUND T. ROWE PRICE NEW ERA FUND, INC. T. ROWE PRICE NEW HORIZONS FUNDS, INC. T. ROWE PRICE NEW INCOME FUND, INC. T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC. T. Rowe Price Personal Strategy Balanced Fund T. Rowe Price Personal Strategy Growth Fund T. Rowe Price Personal Strategy Income Fund T. ROWE PRICE PRIME RESERVE FUND, INC. T. ROWE PRICE REAL ESTATE FUND, INC. RESERVE INVESTMENT FUNDS, INC. Reserve Investment Fund Government Reserve Investment Fund T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. T. ROWE PRICE SHORT-TERM BOND FUND, INC. T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC. T. ROWE PRICE SMALL-CAP STOCK FUND, INC. T. ROWE PRICE SMALL-CAP VALUE FUND, INC. T. ROWE PRICE SPECTRUM FUND, INC. Spectrum Growth Fund Spectrum Income Fund Spectrum International Fund T. ROWE PRICE STATE TAX-FREE INCOME TRUST Maryland Tax-Free Bond Fund Maryland Short-Term Tax-Free Bond Fund New York Tax-Free Bond Fund New York Tax-Free Money Fund New Jersey Tax-Free Bond Fund Virginia Tax-Free Bond Fund Virginia Short-Term Tax-Free Bond Fund Florida Intermediate Tax-Free Fund Georgia Tax-Free Bond Fund T. ROWE PRICE TAX-EFFICIENT FUNDS, INC. T. Rowe Price Tax-Efficient Balanced Fund T. Rowe Price Tax-Efficient Growth Fund T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. T. ROWE PRICE TAX-FREE INCOME FUND, INC. T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC. T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC. T. ROWE PRICE U.S. TREASURY FUNDS, INC. U.S. Treasury Intermediate Fund U.S. Treasury Long-Term Fund U.S. Treasury Money Fund T. ROWE PRICE SUMMIT FUNDS, INC. T. Rowe Price Summit Cash Reserves Fund T. Rowe Price Summit Limited-Term Bond Fund T. Rowe Price Summit GNMA Fund T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC. T. Rowe Price Summit Municipal Money Market Fund T. Rowe Price Summit Municipal Intermediate Fund T. Rowe Price Summit Municipal Income Fund T. ROWE PRICE VALUE FUND, INC. /s/ Henry H. Hopkins By: _____________________________________ Henry H. Hopkins, Vice President STATE STREET BANK AND TRUST COMPANY /s/ Ronald E. Logue By: _____________________________________ Ronald E. Logue, Vice Chairman AMENDMENT NO. 3 TO CUSTODIAN CONTRACT BETWEEN STATE STREET BANK AND TRUST COMPANY AND THE T. ROWE PRICE FUNDS The Custodian Contract of January 28, 1998, as amended November 4, 1998 and April 21, 1999 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of February 9, 2000, by adding thereto Institutional Equity Funds, Inc., on behalf of Institutional Large-Cap Value Fund and Institutional Small-Cap Stock Fund. T. ROWE PRICE BALANCED FUND, INC. T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST California Tax-Free Bond Fund California Tax-Free Money Fund T. ROWE PRICE CAPITAL APPRECIATION FUND T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. T. ROWE PRICE CORPORATE INCOME FUND, INC. T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. T. ROWE PRICE DIVIDEND GROWTH FUND, INC. T. ROWE PRICE EQUITY INCOME FUND T. ROWE PRICE EQUITY SERIES, INC. T. Rowe Price Equity Income Portfolio T. Rowe Price New America Growth Portfolio T. Rowe Price Personal Strategy Balanced Portfolio T. Rowe Price Mid-Cap Growth Portfolio T. ROWE PRICE FINANCIAL SERVICES FUND, INC. T. ROWE PRICE FIXED INCOME SERIES, INC. T. Rowe Price Limited-Term Bond Portfolio T. Rowe Price Prime Reserve Portfolio T. ROWE PRICE GNMA FUND T. ROWE PRICE GROWTH & INCOME FUND, INC. T. ROWE PRICE GROWTH STOCK FUND, INC. T. ROWE PRICE HEALTH SCIENCES FUND, INC. T. ROWE PRICE HIGH YIELD FUND, INC. T. ROWE PRICE INDEX TRUST, INC. T. Rowe Price Equity Index 500 Fund T. Rowe Price Extended Equity Market Index Fund T. Rowe Price Total Equity Market Index Fund INSTITUTIONAL EQUITY FUNDS, INC. Institutional Large-Cap Value Fund Institutional Small-Cap Stock Fund Mid-Cap Equity Growth Fund INSTITUTIONAL INTERNATIONAL FUNDS, INC. Foreign Equity Fund T. ROWE PRICE INTERNATIONAL FUNDS, INC. T. Rowe Price International Bond Fund T. Rowe Price International Discovery Fund T. Rowe Price International Stock Fund T. Rowe Price European Stock Fund T. Rowe Price New Asia Fund T. Rowe Price Global Bond Fund T. Rowe Price Japan Fund T. Rowe Price Latin America Fund T. Rowe Price Emerging Markets Bond Fund T. Rowe Price Emerging Markets Stock Fund T. Rowe Price Global Stock Fund T. Rowe Price International Growth & Income Fund T. ROWE PRICE INTERNATIONAL SERIES, INC. T. Rowe Price International Stock Portfolio T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. T. ROWE PRICE MID-CAP GROWTH FUND, INC. T. ROWE PRICE MID-CAP VALUE FUND, INC. T. ROWE PRICE NEW AMERICA GROWTH FUND T. ROWE PRICE NEW ERA FUND, INC. T. ROWE PRICE NEW HORIZONS FUNDS, INC. T. ROWE PRICE NEW INCOME FUND, INC. T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC. T. Rowe Price Personal Strategy Balanced Fund T. Rowe Price Personal Strategy Growth Fund T. Rowe Price Personal Strategy Income Fund T. ROWE PRICE PRIME RESERVE FUND, INC. T. ROWE PRICE REAL ESTATE FUND, INC. RESERVE INVESTMENT FUNDS, INC. Reserve Investment Fund Government Reserve Investment Fund T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. T. ROWE PRICE SHORT-TERM BOND FUND, INC. T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC. T. ROWE PRICE SMALL-CAP STOCK FUND, INC. T. ROWE PRICE SMALL-CAP VALUE FUND, INC. T. ROWE PRICE SPECTRUM FUND, INC. Spectrum Growth Fund Spectrum Income Fund Spectrum International Fund T. ROWE PRICE STATE TAX-FREE INCOME TRUST Maryland Tax-Free Bond Fund Maryland Short-Term Tax-Free Bond Fund New York Tax-Free Bond Fund New York Tax-Free Money Fund New Jersey Tax-Free Bond Fund Virginia Tax-Free Bond Fund Virginia Short-Term Tax-Free Bond Fund Florida Intermediate Tax-Free Fund Georgia Tax-Free Bond Fund T. ROWE PRICE TAX-EFFICIENT FUNDS, INC. T. Rowe Price Tax-Efficient Balanced Fund T. Rowe Price Tax-Efficient Growth Fund T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. T. ROWE PRICE TAX-FREE INCOME FUND, INC. T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC. T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC. T. ROWE PRICE U.S. TREASURY FUNDS, INC. U.S. Treasury Intermediate Fund U.S. Treasury Long-Term Fund U.S. Treasury Money Fund T. ROWE PRICE SUMMIT FUNDS, INC. T. Rowe Price Summit Cash Reserves Fund T. Rowe Price Summit Limited-Term Bond Fund T. Rowe Price Summit GNMA Fund T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC. T. Rowe Price Summit Municipal Money Market Fund T. Rowe Price Summit Municipal Intermediate Fund T. Rowe Price Summit Municipal Income Fund T. ROWE PRICE VALUE FUND, INC. /s/ Henry H. Hopkins By: _____________________________________ Henry H. Hopkins, Vice President STATE STREET BANK AND TRUST COMPANY /s/ Ronald E. Logue By: _____________________________________ Ronald E. Logue, Vice Chairman AMENDMENT NO. 4 TO CUSTODIAN CONTRACT BETWEEN STATE STREET BANK AND TRUST COMPANY AND THE T. ROWE PRICE FUNDS The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, and February 9, 2000 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 19, 2000, by adding thereto T. Rowe Price International Funds, Inc., on behalf of T. Rowe Price Emerging Europe & Mediterranean Fund. T. ROWE PRICE BALANCED FUND, INC. T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST California Tax-Free Bond Fund California Tax-Free Money Fund T. ROWE PRICE CAPITAL APPRECIATION FUND T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. T. ROWE PRICE CORPORATE INCOME FUND, INC. T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. T. ROWE PRICE DIVIDEND GROWTH FUND, INC. T. ROWE PRICE EQUITY INCOME FUND T. ROWE PRICE EQUITY SERIES, INC. T. Rowe Price Equity Income Portfolio T. Rowe Price New America Growth Portfolio T. Rowe Price Personal Strategy Balanced Portfolio T. Rowe Price Mid-Cap Growth Portfolio T. ROWE PRICE FINANCIAL SERVICES FUND, INC. T. ROWE PRICE FIXED INCOME SERIES, INC. T. Rowe Price Limited-Term Bond Portfolio T. Rowe Price Prime Reserve Portfolio T. ROWE PRICE GNMA FUND T. ROWE PRICE GROWTH & INCOME FUND, INC. T. ROWE PRICE GROWTH STOCK FUND, INC. T. ROWE PRICE HEALTH SCIENCES FUND, INC. T. ROWE PRICE HIGH YIELD FUND, INC. T. ROWE PRICE INDEX TRUST, INC. T. Rowe Price Equity Index 500 Fund T. Rowe Price Extended Equity Market Index Fund T. Rowe Price Total Equity Market Index Fund INSTITUTIONAL EQUITY FUNDS, INC. Institutional Large-Cap Value Fund Institutional Small-Cap Stock Fund Institutional Mid-Cap Equity Growth Fund INSTITUTIONAL INTERNATIONAL FUNDS, INC. Foreign Equity Fund T. ROWE PRICE INTERNATIONAL FUNDS, INC. T. Rowe Price International Bond Fund T. Rowe Price International Discovery Fund T. Rowe Price International Stock Fund T. Rowe Price European Stock Fund T. Rowe Price New Asia Fund T. Rowe Price Global Bond Fund T. Rowe Price Japan Fund T. Rowe Price Latin America Fund T. Rowe Price Emerging Markets Bond Fund T. Rowe Price Emerging Markets Stock Fund T. Rowe Price Global Stock Fund T. Rowe Price International Growth & Income Fund T. Rowe Price Emerging Europe & Mediterranean Fund T. ROWE PRICE INTERNATIONAL SERIES, INC. T. Rowe Price International Stock Portfolio T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. T. ROWE PRICE MID-CAP GROWTH FUND, INC. T. ROWE PRICE MID-CAP VALUE FUND, INC. T. ROWE PRICE NEW AMERICA GROWTH FUND T. ROWE PRICE NEW ERA FUND, INC. T. ROWE PRICE NEW HORIZONS FUNDS, INC. T. ROWE PRICE NEW INCOME FUND, INC. T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC. T. Rowe Price Personal Strategy Balanced Fund T. Rowe Price Personal Strategy Growth Fund T. Rowe Price Personal Strategy Income Fund T. ROWE PRICE PRIME RESERVE FUND, INC. T. ROWE PRICE REAL ESTATE FUND, INC. RESERVE INVESTMENT FUNDS, INC. Reserve Investment Fund Government Reserve Investment Fund T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. T. ROWE PRICE SHORT-TERM BOND FUND, INC. T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC. T. ROWE PRICE SMALL-CAP STOCK FUND, INC. T. ROWE PRICE SMALL-CAP VALUE FUND, INC. T. ROWE PRICE SPECTRUM FUND, INC. Spectrum Growth Fund Spectrum Income Fund Spectrum International Fund T. ROWE PRICE STATE TAX-FREE INCOME TRUST Maryland Tax-Free Bond Fund Maryland Short-Term Tax-Free Bond Fund New York Tax-Free Bond Fund New York Tax-Free Money Fund New Jersey Tax-Free Bond Fund Virginia Tax-Free Bond Fund Virginia Short-Term Tax-Free Bond Fund Florida Intermediate Tax-Free Fund Georgia Tax-Free Bond Fund T. ROWE PRICE TAX-EFFICIENT FUNDS, INC. T. Rowe Price Tax-Efficient Balanced Fund T. Rowe Price Tax-Efficient Growth Fund T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. T. ROWE PRICE TAX-FREE INCOME FUND, INC. T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC. T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC. T. ROWE PRICE U.S. TREASURY FUNDS, INC. U.S. Treasury Intermediate Fund U.S. Treasury Long-Term Fund U.S. Treasury Money Fund T. ROWE PRICE SUMMIT FUNDS, INC. T. Rowe Price Summit Cash Reserves Fund T. Rowe Price Summit Limited-Term Bond Fund T. Rowe Price Summit GNMA Fund T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC. T. Rowe Price Summit Municipal Money Market Fund T. Rowe Price Summit Municipal Intermediate Fund T. Rowe Price Summit Municipal Income Fund T. ROWE PRICE VALUE FUND, INC. /s/ Henry H. Hopkins By: _____________________________________ Henry H. Hopkins, Vice President STATE STREET BANK AND TRUST COMPANY /s/ Ronald E. Logue By: _____________________________________ Ronald E. Logue, Vice Chairman AMENDMENT NO. 5 TO CUSTODIAN CONTRACT BETWEEN STATE STREET BANK AND TRUST COMPANY AND THE T. ROWE PRICE FUNDS The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, and April 19, 2000 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of July 18, 2000, by adding thereto T. Rowe Price Developing Technologies Fund, Inc., T. Rowe Price Global Technology Fund, Inc., and T. Rowe Price U.S. Bond Index Fund, Inc. T. ROWE PRICE BALANCED FUND, INC. T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST California Tax-Free Bond Fund California Tax-Free Money Fund T. ROWE PRICE CAPITAL APPRECIATION FUND T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. T. ROWE PRICE CORPORATE INCOME FUND, INC. T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC. T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. T. ROWE PRICE DIVIDEND GROWTH FUND, INC. T. ROWE PRICE EQUITY INCOME FUND T. ROWE PRICE EQUITY SERIES, INC. T. Rowe Price Equity Income Portfolio T. Rowe Price New America Growth Portfolio T. Rowe Price Personal Strategy Balanced Portfolio T. Rowe Price Mid-Cap Growth Portfolio T. ROWE PRICE FINANCIAL SERVICES FUND, INC. T. ROWE PRICE FIXED INCOME SERIES, INC. T. Rowe Price Limited-Term Bond Portfolio T. Rowe Price Prime Reserve Portfolio T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC. T. ROWE PRICE GNMA FUND T. ROWE PRICE GROWTH & INCOME FUND, INC. T. ROWE PRICE GROWTH STOCK FUND, INC. T. ROWE PRICE HEALTH SCIENCES FUND, INC. T. ROWE PRICE HIGH YIELD FUND, INC. T. ROWE PRICE INDEX TRUST, INC. T. Rowe Price Equity Index 500 Fund T. Rowe Price Extended Equity Market Index Fund T. Rowe Price Total Equity Market Index Fund INSTITUTIONAL EQUITY FUNDS, INC. Institutional Large-Cap Value Fund Institutional Small-Cap Stock Fund Institutional Mid-Cap Equity Growth Fund INSTITUTIONAL INTERNATIONAL FUNDS, INC. Foreign Equity Fund T. ROWE PRICE INTERNATIONAL FUNDS, INC. T. Rowe Price International Bond Fund T. Rowe Price International Discovery Fund T. Rowe Price International Stock Fund T. Rowe Price European Stock Fund T. Rowe Price New Asia Fund T. Rowe Price Global Bond Fund T. Rowe Price Japan Fund T. Rowe Price Latin America Fund T. Rowe Price Emerging Markets Bond Fund T. Rowe Price Emerging Markets Stock Fund T. Rowe Price Global Stock Fund T. Rowe Price International Growth & Income Fund T. Rowe Price Emerging Europe & Mediterranean Fund T. ROWE PRICE INTERNATIONAL SERIES, INC. T. Rowe Price International Stock Portfolio T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. T. ROWE PRICE MID-CAP GROWTH FUND, INC. T. ROWE PRICE MID-CAP VALUE FUND, INC. T. ROWE PRICE NEW AMERICA GROWTH FUND T. ROWE PRICE NEW ERA FUND, INC. T. ROWE PRICE NEW HORIZONS FUNDS, INC. T. ROWE PRICE NEW INCOME FUND, INC. T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC. T. Rowe Price Personal Strategy Balanced Fund T. Rowe Price Personal Strategy Growth Fund T. Rowe Price Personal Strategy Income Fund T. ROWE PRICE PRIME RESERVE FUND, INC. T. ROWE PRICE REAL ESTATE FUND, INC. RESERVE INVESTMENT FUNDS, INC. Reserve Investment Fund Government Reserve Investment Fund T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. T. ROWE PRICE SHORT-TERM BOND FUND, INC. T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC. T. ROWE PRICE SMALL-CAP STOCK FUND, INC. T. ROWE PRICE SMALL-CAP VALUE FUND, INC. T. ROWE PRICE SPECTRUM FUND, INC. Spectrum Growth Fund Spectrum Income Fund Spectrum International Fund T. ROWE PRICE STATE TAX-FREE INCOME TRUST Maryland Tax-Free Bond Fund Maryland Short-Term Tax-Free Bond Fund New York Tax-Free Bond Fund New York Tax-Free Money Fund New Jersey Tax-Free Bond Fund Virginia Tax-Free Bond Fund Virginia Short-Term Tax-Free Bond Fund Florida Intermediate Tax-Free Fund Georgia Tax-Free Bond Fund T. ROWE PRICE TAX-EFFICIENT FUNDS, INC. T. Rowe Price Tax-Efficient Balanced Fund T. Rowe Price Tax-Efficient Growth Fund T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. T. ROWE PRICE TAX-FREE INCOME FUND, INC. T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC. T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC. T. ROWE PRICE U.S. BOND INDEX FUND, INC. T. ROWE PRICE U.S. TREASURY FUNDS, INC. U.S. Treasury Intermediate Fund U.S. Treasury Long-Term Fund U.S. Treasury Money Fund T. ROWE PRICE SUMMIT FUNDS, INC. T. Rowe Price Summit Cash Reserves Fund T. Rowe Price Summit Limited-Term Bond Fund T. Rowe Price Summit GNMA Fund T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC. T. Rowe Price Summit Municipal Money Market Fund T. Rowe Price Summit Municipal Intermediate Fund T. Rowe Price Summit Municipal Income Fund T. ROWE PRICE VALUE FUND, INC. /s/ Henry H. Hopkins By: _____________________________________ Henry H. Hopkins, Vice President STATE STREET BANK AND TRUST COMPANY /s/ Ronald E. Logue By: _____________________________________ Ronald E. Logue, Vice Chairman AMENDMENT NO. 6 TO CUSTODIAN CONTRACT BETWEEN STATE STREET BANK AND TRUST COMPANY AND THE T. ROWE PRICE FUNDS The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000 and July 18, 2000 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of October 25, 2000, by adding thereto T. Rowe Price International Index Fund, Inc., on behalf of T. Rowe Price International Equity Index Fund; T. Rowe Price Tax-Efficient Funds, Inc., on behalf of T. Rowe Price Tax-Efficient Multi-Cap Growth Fund; and T. Rowe Price Equity Series, Inc., on behalf of T. Rowe Price Blue Chip Growth Portfolio, T. Rowe Price Equity Index 500 Portfolio, and T. Rowe Price Health Sciences Portfolio. T. ROWE PRICE BALANCED FUND, INC. T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST California Tax-Free Bond Fund California Tax-Free Money Fund T. ROWE PRICE CAPITAL APPRECIATION FUND T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. T. ROWE PRICE CORPORATE INCOME FUND, INC. T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC. T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. T. ROWE PRICE DIVIDEND GROWTH FUND, INC. T. ROWE PRICE EQUITY INCOME FUND T. ROWE PRICE EQUITY SERIES, INC. T. Rowe Price Blue Chip Growth Portfolio T. Rowe Price Equity Income Portfolio T. Rowe Price Equity Index 500 Portfolio T. Rowe Price Health Sciences Portfolio T. Rowe Price Mid-Cap Growth Portfolio T. Rowe Price New America Growth Portfolio T. Rowe Price Personal Strategy Balanced Portfolio T. ROWE PRICE FINANCIAL SERVICES FUND, INC. T. ROWE PRICE FIXED INCOME SERIES, INC. T. Rowe Price Limited-Term Bond Portfolio T. Rowe Price Prime Reserve Portfolio T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC. T. ROWE PRICE GNMA FUND T. ROWE PRICE GROWTH & INCOME FUND, INC. T. ROWE PRICE GROWTH STOCK FUND, INC. T. ROWE PRICE HEALTH SCIENCES FUND, INC. T. ROWE PRICE HIGH YIELD FUND, INC. T. ROWE PRICE INDEX TRUST, INC. T. Rowe Price Equity Index 500 Fund T. Rowe Price Extended Equity Market Index Fund T. Rowe Price Total Equity Market Index Fund INSTITUTIONAL EQUITY FUNDS, INC. Institutional Large-Cap Value Fund Institutional Small-Cap Stock Fund Institutional Mid-Cap Equity Growth Fund INSTITUTIONAL INTERNATIONAL FUNDS, INC. Foreign Equity Fund T. ROWE PRICE INTERNATIONAL FUNDS, INC. T. Rowe Price International Bond Fund T. Rowe Price International Discovery Fund T. Rowe Price International Stock Fund T. Rowe Price European Stock Fund T. Rowe Price New Asia Fund T. Rowe Price Global Bond Fund T. Rowe Price Japan Fund T. Rowe Price Latin America Fund T. Rowe Price Emerging Markets Bond Fund T. Rowe Price Emerging Markets Stock Fund T. Rowe Price Global Stock Fund T. Rowe Price International Growth & Income Fund T. Rowe Price Emerging Europe & Mediterranean Fund T. ROWE PRICE INTERNATIONAL INDEX FUND, INC. T. Rowe Price International Equity Index Fund T. ROWE PRICE INTERNATIONAL SERIES, INC. T. Rowe Price International Stock Portfolio T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. T. ROWE PRICE MID-CAP GROWTH FUND, INC. T. ROWE PRICE MID-CAP VALUE FUND, INC. T. ROWE PRICE NEW AMERICA GROWTH FUND T. ROWE PRICE NEW ERA FUND, INC. T. ROWE PRICE NEW HORIZONS FUNDS, INC. T. ROWE PRICE NEW INCOME FUND, INC. T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC. T. Rowe Price Personal Strategy Balanced Fund T. Rowe Price Personal Strategy Growth Fund T. Rowe Price Personal Strategy Income Fund T. ROWE PRICE PRIME RESERVE FUND, INC. T. ROWE PRICE REAL ESTATE FUND, INC. RESERVE INVESTMENT FUNDS, INC. Reserve Investment Fund Government Reserve Investment Fund T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. T. ROWE PRICE SHORT-TERM BOND FUND, INC. T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC. T. ROWE PRICE SMALL-CAP STOCK FUND, INC. T. ROWE PRICE SMALL-CAP VALUE FUND, INC. T. ROWE PRICE SPECTRUM FUND, INC. Spectrum Growth Fund Spectrum Income Fund Spectrum International Fund T. ROWE PRICE STATE TAX-FREE INCOME TRUST Maryland Tax-Free Bond Fund Maryland Short-Term Tax-Free Bond Fund New York Tax-Free Bond Fund New York Tax-Free Money Fund New Jersey Tax-Free Bond Fund Virginia Tax-Free Bond Fund Virginia Short-Term Tax-Free Bond Fund Florida Intermediate Tax-Free Fund Georgia Tax-Free Bond Fund T. ROWE PRICE TAX-EFFICIENT FUNDS, INC. T. Rowe Price Tax-Efficient Balanced Fund T. Rowe Price Tax-Efficient Growth Fund T. Rowe Price Tax-Efficient Multi-Cap Growth Fund T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. T. ROWE PRICE TAX-FREE INCOME FUND, INC. T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC. T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC. T. ROWE PRICE U.S. BOND INDEX FUND, INC. T. ROWE PRICE U.S. TREASURY FUNDS, INC. U.S. Treasury Intermediate Fund U.S. Treasury Long-Term Fund U.S. Treasury Money Fund T. ROWE PRICE SUMMIT FUNDS, INC. T. Rowe Price Summit Cash Reserves Fund T. Rowe Price Summit Limited-Term Bond Fund T. Rowe Price Summit GNMA Fund T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC. T. Rowe Price Summit Municipal Money Market Fund T. Rowe Price Summit Municipal Intermediate Fund T. Rowe Price Summit Municipal Income Fund T. ROWE PRICE VALUE FUND, INC. /s/ Henry H. Hopkins By: _____________________________________ Henry H. Hopkins, Vice President STATE STREET BANK AND TRUST COMPANY /s/ Ronald E. Logue By: _____________________________________ Ronald E. Logue, Vice Chairman AMENDMENT NO. 7 TO CUSTODIAN CONTRACT BETWEEN STATE STREET BANK AND TRUST COMPANY AND THE T. ROWE PRICE FUNDS The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, and October 25, 2000 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of February 7, 2001, by adding thereto T. Rowe Price State Tax-Free Income Trust, on behalf of Maryland Tax-Free Money Fund. T. ROWE PRICE BALANCED FUND, INC. T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST California Tax-Free Bond Fund California Tax-Free Money Fund T. ROWE PRICE CAPITAL APPRECIATION FUND T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. T. ROWE PRICE CORPORATE INCOME FUND, INC. T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC. T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. T. ROWE PRICE DIVIDEND GROWTH FUND, INC. T. ROWE PRICE EQUITY INCOME FUND T. ROWE PRICE EQUITY SERIES, INC. T. Rowe Price Blue Chip Growth Portfolio T. Rowe Price Equity Income Portfolio T. Rowe Price Equity Index 500 Portfolio T. Rowe Price Health Sciences Portfolio T. Rowe Price Mid-Cap Growth Portfolio T. Rowe Price New America Growth Portfolio T. Rowe Price Personal Strategy Balanced Portfolio T. ROWE PRICE FINANCIAL SERVICES FUND, INC. T. ROWE PRICE FIXED INCOME SERIES, INC. T. Rowe Price Limited-Term Bond Portfolio T. Rowe Price Prime Reserve Portfolio T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC. T. ROWE PRICE GNMA FUND T. ROWE PRICE GROWTH & INCOME FUND, INC. T. ROWE PRICE GROWTH STOCK FUND, INC. T. ROWE PRICE HEALTH SCIENCES FUND, INC. T. ROWE PRICE HIGH YIELD FUND, INC. T. ROWE PRICE INDEX TRUST, INC. T. Rowe Price Equity Index 500 Fund T. Rowe Price Extended Equity Market Index Fund T. Rowe Price Total Equity Market Index Fund INSTITUTIONAL EQUITY FUNDS, INC. Institutional Large-Cap Value Fund Institutional Small-Cap Stock Fund Institutional Mid-Cap Equity Growth Fund INSTITUTIONAL INTERNATIONAL FUNDS, INC. Foreign Equity Fund T. ROWE PRICE INTERNATIONAL FUNDS, INC. T. Rowe Price International Bond Fund T. Rowe Price International Discovery Fund T. Rowe Price International Stock Fund T. Rowe Price European Stock Fund T. Rowe Price New Asia Fund T. Rowe Price Global Bond Fund T. Rowe Price Japan Fund T. Rowe Price Latin America Fund T. Rowe Price Emerging Markets Bond Fund T. Rowe Price Emerging Markets Stock Fund T. Rowe Price Global Stock Fund T. Rowe Price International Growth & Income Fund T. Rowe Price Emerging Europe & Mediterranean Fund T. ROWE PRICE INTERNATIONAL INDEX FUND, INC. T. Rowe Price International Equity Index Fund T. ROWE PRICE INTERNATIONAL SERIES, INC. T. Rowe Price International Stock Portfolio T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. T. ROWE PRICE MID-CAP GROWTH FUND, INC. T. ROWE PRICE MID-CAP VALUE FUND, INC. T. ROWE PRICE NEW AMERICA GROWTH FUND T. ROWE PRICE NEW ERA FUND, INC. T. ROWE PRICE NEW HORIZONS FUNDS, INC. T. ROWE PRICE NEW INCOME FUND, INC. T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC. T. Rowe Price Personal Strategy Balanced Fund T. Rowe Price Personal Strategy Growth Fund T. Rowe Price Personal Strategy Income Fund T. ROWE PRICE PRIME RESERVE FUND, INC. T. ROWE PRICE REAL ESTATE FUND, INC. RESERVE INVESTMENT FUNDS, INC. Reserve Investment Fund Government Reserve Investment Fund T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. T. ROWE PRICE SHORT-TERM BOND FUND, INC. T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC. T. ROWE PRICE SMALL-CAP STOCK FUND, INC. T. ROWE PRICE SMALL-CAP VALUE FUND, INC. T. ROWE PRICE SPECTRUM FUND, INC. Spectrum Growth Fund Spectrum Income Fund Spectrum International Fund T. ROWE PRICE STATE TAX-FREE INCOME TRUST Maryland Tax-Free Money Fund Maryland Tax-Free Bond Fund Maryland Short-Term Tax-Free Bond Fund New York Tax-Free Bond Fund New York Tax-Free Money Fund New Jersey Tax-Free Bond Fund Virginia Tax-Free Bond Fund Virginia Short-Term Tax-Free Bond Fund Florida Intermediate Tax-Free Fund Georgia Tax-Free Bond Fund T. ROWE PRICE TAX-EFFICIENT FUNDS, INC. T. Rowe Price Tax-Efficient Balanced Fund T. Rowe Price Tax-Efficient Growth Fund T. Rowe Price Tax-Efficient Multi-Cap Growth Fund T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. T. ROWE PRICE TAX-FREE INCOME FUND, INC. T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC. T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC. T. ROWE PRICE U.S. BOND INDEX FUND, INC. T. ROWE PRICE U.S. TREASURY FUNDS, INC. U.S. Treasury Intermediate Fund U.S. Treasury Long-Term Fund U.S. Treasury Money Fund T. ROWE PRICE SUMMIT FUNDS, INC. T. Rowe Price Summit Cash Reserves Fund T. Rowe Price Summit Limited-Term Bond Fund T. Rowe Price Summit GNMA Fund T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC. T. Rowe Price Summit Municipal Money Market Fund T. Rowe Price Summit Municipal Intermediate Fund T. Rowe Price Summit Municipal Income Fund T. ROWE PRICE VALUE FUND, INC. /s/ Henry H. Hopkins By: _____________________________________ Henry H. Hopkins, Vice President STATE STREET BANK AND TRUST COMPANY /s/ Ronald E. Logue By: _____________________________________ Ronald E. Logue, Vice Chairman AMENDMENT NO. 8 TO CUSTODIAN CONTRACT BETWEEN STATE STREET BANK AND TRUST COMPANY AND THE T. ROWE PRICE FUNDS The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, and February 7, 2001 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of July 24, 2001, by adding thereto Institutional Equity Funds, Inc., on behalf of Institutional Large-Cap Growth Fund. T. ROWE PRICE BALANCED FUND, INC. T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST California Tax-Free Bond Fund California Tax-Free Money Fund T. ROWE PRICE CAPITAL APPRECIATION FUND T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. T. ROWE PRICE CORPORATE INCOME FUND, INC. T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC. T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. T. ROWE PRICE DIVIDEND GROWTH FUND, INC. T. ROWE PRICE EQUITY INCOME FUND T. ROWE PRICE EQUITY SERIES, INC. T. Rowe Price Blue Chip Growth Portfolio T. Rowe Price Equity Income Portfolio T. Rowe Price Equity Index 500 Portfolio T. Rowe Price Health Sciences Portfolio T. Rowe Price Mid-Cap Growth Portfolio T. Rowe Price New America Growth Portfolio T. Rowe Price Personal Strategy Balanced Portfolio T. ROWE PRICE FINANCIAL SERVICES FUND, INC. T. ROWE PRICE FIXED INCOME SERIES, INC. T. Rowe Price Limited-Term Bond Portfolio T. Rowe Price Prime Reserve Portfolio T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC. T. ROWE PRICE GNMA FUND T. ROWE PRICE GROWTH & INCOME FUND, INC. T. ROWE PRICE GROWTH STOCK FUND, INC. T. ROWE PRICE HEALTH SCIENCES FUND, INC. T. ROWE PRICE HIGH YIELD FUND, INC. T. ROWE PRICE INDEX TRUST, INC. T. Rowe Price Equity Index 500 Fund T. Rowe Price Extended Equity Market Index Fund T. Rowe Price Total Equity Market Index Fund INSTITUTIONAL EQUITY FUNDS, INC. Institutional Large-Cap Value Fund Institutional Small-Cap Stock Fund Institutional Mid-Cap Equity Growth Fund Institutional Large-Cap Growth Fund INSTITUTIONAL INTERNATIONAL FUNDS, INC. Foreign Equity Fund T. ROWE PRICE INTERNATIONAL FUNDS, INC. T. Rowe Price International Bond Fund T. Rowe Price International Discovery Fund T. Rowe Price International Stock Fund T. Rowe Price European Stock Fund T. Rowe Price New Asia Fund T. Rowe Price Global Bond Fund T. Rowe Price Japan Fund T. Rowe Price Latin America Fund T. Rowe Price Emerging Markets Bond Fund T. Rowe Price Emerging Markets Stock Fund T. Rowe Price Global Stock Fund T. Rowe Price International Growth & Income Fund T. Rowe Price Emerging Europe & Mediterranean Fund T. ROWE PRICE INTERNATIONAL INDEX FUND, INC. T. Rowe Price International Equity Index Fund T. ROWE PRICE INTERNATIONAL SERIES, INC. T. Rowe Price International Stock Portfolio T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. T. ROWE PRICE MID-CAP GROWTH FUND, INC. T. ROWE PRICE MID-CAP VALUE FUND, INC. T. ROWE PRICE NEW AMERICA GROWTH FUND T. ROWE PRICE NEW ERA FUND, INC. T. ROWE PRICE NEW HORIZONS FUNDS, INC. T. ROWE PRICE NEW INCOME FUND, INC. T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC. T. Rowe Price Personal Strategy Balanced Fund T. Rowe Price Personal Strategy Growth Fund T. Rowe Price Personal Strategy Income Fund T. ROWE PRICE PRIME RESERVE FUND, INC. T. ROWE PRICE REAL ESTATE FUND, INC. T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC. T. Rowe Price Reserve Investment Fund T. Rowe Price Government Reserve Investment Fund T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. T. ROWE PRICE SHORT-TERM BOND FUND, INC. T. ROWE PRICE SMALL-CAP STOCK FUND, INC. T. ROWE PRICE SMALL-CAP VALUE FUND, INC. T. ROWE PRICE SPECTRUM FUND, INC. Spectrum Growth Fund Spectrum Income Fund Spectrum International Fund T. ROWE PRICE STATE TAX-FREE INCOME TRUST Maryland Tax-Free Money Fund Maryland Tax-Free Bond Fund Maryland Short-Term Tax-Free Bond Fund New York Tax-Free Bond Fund New York Tax-Free Money Fund New Jersey Tax-Free Bond Fund Virginia Tax-Free Bond Fund Florida Intermediate Tax-Free Fund Georgia Tax-Free Bond Fund T. ROWE PRICE TAX-EFFICIENT FUNDS, INC. T. Rowe Price Tax-Efficient Balanced Fund T. Rowe Price Tax-Efficient Growth Fund T. Rowe Price Tax-Efficient Multi-Cap Growth Fund T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. T. ROWE PRICE TAX-FREE INCOME FUND, INC. T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC. T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC. T. ROWE PRICE U.S. BOND INDEX FUND, INC. T. ROWE PRICE U.S. TREASURY FUNDS, INC. U.S. Treasury Intermediate Fund U.S. Treasury Long-Term Fund U.S. Treasury Money Fund T. ROWE PRICE SUMMIT FUNDS, INC. T. Rowe Price Summit Cash Reserves Fund T. Rowe Price Summit GNMA Fund T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC. T. Rowe Price Summit Municipal Money Market Fund T. Rowe Price Summit Municipal Intermediate Fund T. Rowe Price Summit Municipal Income Fund T. ROWE PRICE VALUE FUND, INC. /s/ Henry H. Hopkins By: _____________________________________ Henry H. Hopkins, Vice President STATE STREET BANK AND TRUST COMPANY /s/ Ronald E. Logue By: _____________________________________ Ronald E. Logue, Vice Chairman EX-99.G CUST AGREEMT 4 globalcustagr.txt GLOBAL CUSTODY AGREEMENT This AGREEMENT is effective January 3, 1994, and is between THE CHASE MANHATTAN BANK, N.A. (the "Bank") and EACH OF THE ENTITIES LISTED ON SCHEDULE A HERETO, Individually and Separately (each individually, the "Customer"). 1. CUSTOMER ACCOUNTS. The Bank agrees to establish and maintain the following accounts ("Accounts"): (a) A custody account in the name of the Customer ("Custody Account") for any and all stocks, shares, bonds, debentures, notes, mortgages or other obligations for the payment of money, bullion, coin and any certificates, receipts, warrants or other instruments representing rights to receive, purchase or subscribe for the same or evidencing or representing any other rights or interests therein and other similar property whether certificated or uncertificated as may be received by the Bank or its Subcustodian (as defined in Section 3) for the account of the Customer ("Securities"); and (b) A deposit account in the name of the Customer ("Deposit Account") for any and all cash in any currency received by the Bank or its Subcustodian for the account of the Customer, which cash shall not be subject to withdrawal by draft or check. The Customer warrants its authority to: 1) deposit the cash and Securities ("Assets") received in the Accounts and 2) give Instructions (as defined in Section 11) concerning the Accounts. The Bank may deliver securities of the same class in place of those deposited in the Custody Account. Upon written agreement between the Bank and the Customer, additional Accounts may be established and separately accounted for as additional Accounts under the terms of this Agreement. 2. MAINTENANCE OF SECURITIES AND CASH AT BANK AND SUBCUSTODIAN LOCATIONS. Unless Instructions specifically require another location acceptable to the Bank: (a) Securities will be held in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for payment or where such Securities are acquired; and (b) Cash will be credited to an account in a country or other jurisdiction in which such cash may be legally deposited or is the legal currency for the payment of public or private debts. Cash may be held pursuant to Instructions in either interest or non-interest bearing accounts as may be available for the particular currency. To the extent Instructions are issued and the Bank can comply with such Instructions, the Bank is authorized to maintain cash balances on deposit for the Customer with itself or one of its affiliates at such reasonable rates of interest as may from time to time be paid on such accounts, or in non-interest bearing accounts as the Customer may direct, if acceptable to the Bank. If the Customer wishes to have any of its Assets held in the custody of an institution other than the established Subcustodians as defined in Section 3 (or their securities depositories), such arrangement must be authorized by a written agreement, signed by the Bank and the Customer. 3. SUBCUSTODIANS AND SECURITIES DEPOSITORIES. The Bank may act under this Agreement through the subcustodians listed in Schedule B of this Agreement with which the Bank has entered into subcustodial agreements ("Subcustodians"). The Customer authorizes the Bank to hold Assets in the Accounts in accounts which the Bank has established with one or more of its branches or Subcustodians. The Bank and Subcustodians are authorized to hold any of the Securities in their account with any securities depository in which they participate. The Bank reserves the right to add new, replace or remove Subcustodians. The Customer will be given reasonable notice by the Bank of any amendment to Schedule B. Upon request by the Customer, the Bank will identify the name, address and principal place of business of any Subcustodian of the Customer's Assets and the name and address of the governmental agency or other regulatory authority that supervises or regulates such Subcustodian. 4. USE OF SUBCUSTODIAN. (a) The Bank will identify such Assets on its books as belonging to the Customer. (b) A Subcustodian will hold such Assets together with assets belonging to other customers of the Bank in accounts identified on such Subcustodian's books as special custody accounts for the exclusive benefit of customers of the Bank. (c) Any Assets in the Accounts held by a Subcustodian will be subject only to the instructions of the Bank or its agent. Any Securities held in a securities depository for the account of a Subcustodian will be subject only to the instructions of such Subcustodian. (d) Any agreement the Bank enters into with a Subcustodian for holding its customer's assets shall provide that such assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors except for a claim for payment for safe custody or administration, and that the beneficial ownership of such assets will be freely transferable without the payment of money or value other than for safe custody or administration. The foregoing shall not apply to the extent of any special agreement or arrangement made by the Customer with any particular Subcustodian. 5. DEPOSIT ACCOUNT TRANSACTIONS. (a) The Bank or its Subcustodians will make payments from the Deposit Account upon receipt of Instructions which include all information required by the Bank. (b) In the event that any payment to be made under this Section 5 exceeds the funds available in the Deposit Account, the Bank, in its discretion, may advance the Customer such excess amount which shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Bank on similar loans. (c) If the Bank credits the Deposit Account on a payable date, or at any time prior to actual collection and reconciliation to the Deposit Account, with interest, dividends, redemptions or any other amount due, the Customer will promptly return any such amount upon oral or written notification: (i) that such amount has not been received in the ordinary course of business or (ii) that such amount was incorrectly credited. If the Customer does not promptly return any amount upon such notification, the Bank shall be entitled, upon oral or written notification to the Customer, to reverse such credit by debiting the Deposit Account for the amount previously credited. The Bank or its Subcustodian shall have no duty or obligation to institute legal proceedings, file a claim or a proof of claim in any insolvency proceeding or take any other action with respect to the collection of such amount, but may act for the Customer upon Instructions after consultation with the Customer. 6. CUSTODY ACCOUNT TRANSACTIONS. (a) Securities will be transferred, exchanged or delivered by the Bank or its Subcustodian upon receipt by the Bank of Instructions which include all information required by the Bank. Settlement and payment for Securities received for, and delivery of Securities out of, the Custody Account may be made in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivery of Securities to a purchaser, dealer or their agents against a receipt with the expectation of receiving later payment and free delivery. Delivery of Securities out of the Custody Account may also be made in any manner specifically required by Instructions acceptable to the Bank. (b) The Bank, in its discretion, may credit or debit the Accounts on a contractual settlement date with cash or Securities with respect to any sale, exchange or purchase of Securities. Otherwise, such transactions will be credited or debited to the Accounts on the date cash or Securities are actually received by the Bank and reconciled to the Account. (i) The Bank may reverse credits or debits made to the Accounts in its discretion if the related transaction fails to settle within a reasonable period, determined by the Bank in its discretion, after the contractual settlement date for the related transaction. (ii) If any Securities delivered pursuant to this Section 6 are returned by the recipient thereof, the Bank may reverse the credits and debits of the particular transaction at any time. 7. ACTIONS OF THE BANK. The Bank shall follow Instructions received regarding assets held in the Accounts. However, until it receives Instructions to the contrary, the Bank will: (a) Present for payment any Securities which are called, redeemed or retired or otherwise become payable and all coupons and other income items which call for payment upon presentation, to the extent that the Bank or Subcustodian is actually aware of such opportunities. (b) Execute in the name of the Customer such ownership and other certificates as may be required to obtain payments in respect of Securities. (c) Exchange interim receipts or temporary Securities for definitive Securities. (d) Appoint brokers and agents for any transaction involving the Securities, including, without limitation, affiliates of the Bank or any Subcustodian. (e) Issue statements to the Customer, at times mutually agreed upon, identifying the Assets in the Accounts. The Bank will send the Customer an advice or notification of any transfers of Assets to or from the Accounts. Such statements, advices or notifications shall indicate the identity of the entity having custody of the Assets. Unless the Customer sends the Bank a written exception or objection to any Bank statement within ninety (90) days of receipt, the Customer shall be deemed to have approved such statement. The Bank shall, to the extent permitted by law, be released, relieved and discharged with respect to all matters set forth in such statement or reasonably implied therefrom as though it had been settled by the decree of a court of competent jurisdiction in an action where the Customer and all persons having or claiming an interest in the Customer or the Customer's Accounts were parties if: (a) the Customer has failed to provide a written exception or objection to any Bank statement within ninety (90) days of receipt and where the Customer's failure to so provide a written exception or objection within such ninety (90) day period has limited the Bank's (i) access to the records, materials and other information required to investigate the Customer's exception or objection, and (ii) ability to recover from third parties any amounts for which the Bank may become liable in connection with such exception or objection, or (b) where the Customer has otherwise explicitly approved any such statement. All collections of funds or other property paid or distributed in respect of Securities in the Custody Account shall be made at the risk of the Customer. The Bank shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Bank or by its Subcustodians of any payment, redemption or other transaction regarding Securities in the Custody Account in respect of which the Bank has agreed to take any action under this Agreement. 8. CORPORATE ACTIONS; PROXIES. Whenever the Bank receives information concerning the Securities which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bonus issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to securities holders ("Corporate Actions"), the Bank will give the Customer notice of such Corporate Actions to the extent that the Bank's central corporate actions department has actual knowledge of a Corporate Action in time to notify its customers. When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action is received which bears an expiration date, the Bank will endeavor to obtain Instructions from the Customer or its Authorized Person, but if Instructions are not received in time for the Bank to take timely action, or actual notice of such Corporate Action was received too late to seek Instructions, the Bank is authorized to sell such rights entitlement or fractional interest and to credit the Deposit Account with the proceeds or take any other action it deems, in good faith, to be appropriate in which case it shall be held harmless for any such action. The Bank will deliver proxies to the Customer or its designated agent pursuant to special arrangements which may have been agreed to in writing. Such proxies shall be executed in the appropriate nominee name relating to Securities in the Custody Account registered in the name of such nominee but without indicating the manner in which such proxies are to be voted; and where bearer Securities are involved, proxies will be delivered in accordance with Instructions. 9. NOMINEES. Securities which are ordinarily held in registered form may be registered in a nominee name of the Bank, Subcustodian or securities depository, as the case may be. The Bank may without notice to the Customer cause any such Securities to cease to be registered in the name of any such nominee and to be registered in the name of the Customer. In the event that any Securities registered in a nominee name are called for partial redemption by the issuer, the Bank may allot the called portion to the respective beneficial holders of such class of security pro rata or in any other manner that is fair, equitable and practicable. The Customer agrees to hold the Bank, Subcustodians, and their respective nominees harmless from any liability arising directly or indirectly from their status as a mere record holder of Securities in the Custody Account. 10. AUTHORIZED PERSONS. As used in this Agreement, the term "Authorized Person" means employees or agents including investment managers as have been designated by written notice from the Customer or its designated agent to act on behalf of the Customer under this Agreement. Such persons shall continue to be Authorized Persons until such time as the Bank receives Instructions from the Customer or its designated agent that any such employee or agent is no longer an Authorized Person. 11. INSTRUCTIONS. The term "Instructions" means instructions of any Authorized Person received by the Bank, via telephone, telex, TWX, facsimile transmission, bank wire or other teleprocess or electronic instruction or trade information system acceptable to the Bank which the Bank believes in good faith to have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions which the Bank may specify. Unless otherwise expressly provided, all Instructions shall continue in full force and effect until canceled or superseded. Any Instructions delivered to the Bank by telephone shall promptly thereafter be confirmed in writing by an Authorized Person (which confirmation may bear the facsimile signature of such Person), but the Customer will hold the Bank harmless for the failure of an Authorized Person to send such confirmation in writing, the failure of such confirmation to conform to the telephone instructions received or the Bank's failure to produce such confirmation at any subsequent time. The Bank may electronically record any Instructions given by telephone, and any other telephone discussions with respect to the Custody Account. The Customer shall be responsible for safeguarding any testkeys, identification codes or other security devices which the Bank shall make available to the Customer or its Authorized Persons. 12. STANDARD OF CARE; LIABILITIES. (a) The Bank shall be responsible for the performance of only such duties as are set forth in this Agreement or expressly contained in Instructions which are consistent with the provisions of this Agreement. Notwithstanding anything to the contrary in this Agreement: (i) The Bank will use reasonable care with respect to its obligations under this Agreement and the safekeeping of Assets. The Bank shall be liable to the Customer for any loss which shall occur as the result of the failure of a Subcustodian to exercise reasonable care with respect to the safekeeping of such Assets to the same extent that the Bank would be liable to the Customer if the Bank were holding such Assets in New York. In the event of any loss to the Customer by reason of the failure of the Bank or its Subcustodian to utilize reasonable care, the Bank shall be liable to the Customer only to the extent of the Customer's direct damages, and shall in no event be liable for any special or consequential damages. (ii) The Bank will not be responsible for any act, omission, default or for the solvency of any broker or agent which it or a Subcustodian appoints unless such appointment was made negligently or in bad faith or for any loss due to the negligent act of such broker or agent except to the extent that such broker or agent (other than a Subcustodian) performs in a negligent manner which is the cause of the loss to the Customer and the Bank failed to exercise reasonable care in monitoring such broker's or agent's performance where Customer has requested and Bank has agreed to accept such monitoring responsibility. (iii) The Bank shall be indemnified by, and without liability to the Customer for any action taken or omitted by the Bank whether pursuant to Instructions or otherwise within the scope of this Agreement if such act or omission was in good faith, without negligence. In performing its obligations under this Agreement, the Bank may rely on the genuineness of any document which it believes in good faith to have been validly executed. (iv)The Customer agrees to pay for and hold the Bank harmless from any liability or loss resulting from the imposition or assessment of any taxes or other governmental charges, and any related expenses with respect to income from or Assets in the Accounts, except to the extent that the Bank has failed to exercise reasonable care in performing any obligations which the Bank may have agreed to assume (in addition to those stated in this Agreement) with respect to taxes and such failure by the Bank is the direct cause of such imposition or assessment of such taxes, charges or expenses. (v) The Bank shall be entitled to rely, and may act, upon the advice of counsel (who may be counsel for the Customer) on all legal matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice; provided, that the Bank gives (to the extent practicable) prior notice to Customer of Bank's intention to so seek advice of counsel and an opportunity for consultation with Customer on the proposed contact with counsel. (vi) The Bank represents and warrants that it currently maintain a banker's blanket bond which provides standard fidelity and non-negligent loss coverage with respect to the Securities and Cash which may be held by Subcustodians pursuant to this Agreement. The Bank agrees that if at any time it for any reason discontinues such coverage, it shall immediately give sixty (60) days' prior written notice to the Customer. The Bank need not maintain any insurance for the benefit of the Customer. (vii) Without limiting the foregoing, the Bank shall not be liable for any loss which results from: (1) the general risk of investing, or (2) investing or holding Assets in a particular country including, but not limited to, losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; currency restrictions, devaluations or fluctuations; and market conditions which prevent the orderly execution of securities transactions or affect the value of Assets. (viii) Neither party shall be liable to the other for any loss due to forces beyond their control including, but not limited to strikes or work stoppages, acts of war or terrorism, insurrection, revolution, nuclear fusion, fission or radiation, or acts of God. (b) Consistent with and without limiting the first paragraph of this Section 12, it is specifically acknowledged that the Bank shall have no duty or responsibility to: (i) question Instructions or make any suggestions to the Customer or an Authorized Person regarding such Instructions; (ii) supervise or make recommendations with respect to investments or the retention of Securities; (iii) advise the Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 5(c) of this Agreement; (iv) evaluate or report to the Customer or an Authorized Person regarding the financial condition of any broker, agent (other than a Subcustodian) or other party to which Securities are delivered or payments are made pursuant to this Agreement; (v) review or reconcile trade confirmations received from brokers. The Customer or its Authorized Persons (as defined in Section 10) issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by the Bank. (c) The Customer authorizes the Bank to act under this Agreement notwithstanding that the Bank or any of its divisions or affiliates may have a material interest in a transaction, or circumstances are such that the Bank may have a potential conflict of duty or interest including the fact that the Bank or any of its affiliates may provide brokerage services to other customers, act as financial advisor to the issuer of Securities, act as a lender to the issuer of Securities, act in the same transaction as agent for more than one customer, have a material interest in the issue of Securities, or earn profits from any of the activities listed herein. 13. FEES AND EXPENSES. The Customer agrees to pay the Bank for its services under this Agreement such amount as may be agreed upon in writing, together with the Bank's reasonable out-of-pocket or incidental expenses, including, but not limited to, reasonable legal fees. The Bank shall have a lien on and is authorized to charge any Accounts of the Customer for any amount owing to the Bank under any provision of this Agreement upon notice to the Customer. 14. MISCELLANEOUS. (a) Foreign Exchange Transactions. Pursuant to Instructions, which may be ------------------------------ standing Instructions, to facilitate the administration of the Customer's trading and investment activity, the Bank is authorized to enter into spot or forward foreign exchange contracts with the Customer or an Authorized Person for the Customer and may also provide foreign exchange through its subsidiaries or Subcustodians. The Bank may establish rules or limitations concerning any foreign exchange facility made available. In all cases where the Bank, its subsidiaries, affiliates or Subcustodians enter into a foreign exchange contract related to Accounts, the terms and conditions of the then current foreign exchange contract of the Bank, its subsidiary, affiliate or Subcustodian and, to the extent not inconsistent, this Agreement shall apply to such transaction. (b) Certification of Residency, etc. The Customer certifies that it is a -------------------------------- resident of the United States and agrees to notify the Bank of any changes in residency. The Bank may rely upon this certification or the certification of such other facts as may be required to administer the Bank's obligations under this Agreement. The Customer will indemnify the Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications. (c) Access to Records. The Bank shall allow the Customer's independent public ------------------ accountants, officers and advisers reasonable access to the records of the Bank relating to the Assets as is required in connection with their examination of books and records pertaining to the Customer's affairs. Subject to restrictions under applicable law, the Bank shall also obtain an undertaking to permit the Customer's independent public accountants reasonable access to the records of any Subcustodian which has physical possession of any Assets as may be required in connection with the examination of the Customer's books and records. (d) Governing Law; Successors and Assigns. This Agreement shall be governed -------------------------------------- by the laws of the State of New York and shall not be assignable by either party, but shall bind the successors in interest of the Customer and the Bank. (e) Entire Agreement; Applicable Riders. Customer represents that the Assets ------------------------------------ deposited in the Accounts are (Check one): X Employee Benefit Plan or other assets subject to the Employee -- ---- Retirement Income Security Act of 1974, as amended ("ERISA"); X /2/ Mutual Fund assets subject to certain Securities and Exchange -- Commission ("SEC") rules and regulations; X /3/ Neither of the above. -- With respect to each Customer, this Agreement consists exclusively of this document together with Schedules A, B, Exhibits I - _______ and the following Rider(s) to the extent indicated on Schedule A hereto opposite the name of the Customer under the column headed "Applicable Riders to Agreement": X ERISA - - X MUTUAL FUND - - SPECIAL TERMS AND CONDITIONS --- There are no other provisions of this Agreement and this Agreement supersedes any other agreements, whether written or oral, between the parties. Any amendment to this Agreement must be in writing, executed by both parties. (f) Severability. In the event that one or more provisions of this Agreement ------------- are held invalid, illegal or enforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions will not in any way be affected or impaired. (g) Waiver. Except as otherwise provided in this Agreement, no failure or ------- delay on the part of either party in exercising any power or right under this Agreement operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any provision of this Agreement, or waiver of any breach or default, is effective unless in writing and signed by the party against whom the waiver is to be enforced. (h) Notices. All notices under this Agreement shall be effective when -------- actually received. Any notices or other ------------------------- With respect to each Customer listed on Schedule A hereto under the heading "ERISA Trusts." 2. With respect to each Customer listed on Schedule A hereto under the heading "Investment Companies/Portfolios Registered Under the Investment Company Act of 1940." 3. With respect to certain of the Customers listed on Schedule A hereto under the heading "Separate Accounts" as indicated on Schedule A. (h) Notices. All notices under this Agreement shall be effective when -------- actually received. Any notices or other EACH OF THE CUSTOMERS, INDIVIDUALLY AND SEPARATELY LISTED ON SECTION III OF SCHEDULE A HERETO By: /s/Alvin M. Younger Alvin M. Younger Treasurer THE CHASE MANHATTAN BANK, N.A. By: /s/Alan Naughton Alan Naughton Vice President Schedule A Page 1 of 2 LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO GLOBAL CUSTODY AGREEMENT WITH THE CHASE MANHATTAN BANK, N.A. DATED JANUARY 3, 1994 APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT I. INVESTMENT COMPANIES/PORTFOLIOS The Mutual Fund Rider is REGISTERED UNDER THE INVESTMENT applicable to all Customers COMPANY ACT OF 1940 listed under Section I of this Schedule A. Equity Funds ------------ T. Rowe Price Balanced Fund, Inc. T. Rowe Price Blue Chip Growth Fund, Inc. T. Rowe Price Capital Appreciation Fund T. Rowe Price Dividend Growth Fund, Inc. T. Rowe Price Equity Income Fund T. Rowe Price Growth & Income Fund, Inc. T. Rowe Price Growth Stock Fund, Inc. Institutional International Funds, Inc. on behalf of: Foreign Equity Fund T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price European Stock Fund T. Rowe Price International Discovery Fund T. Rowe Price International Stock Fund T. Rowe Price Japan Fund T. Rowe Price Latin America Fund T. Rowe Price New Asia Fund T. Rowe Price Mid-Cap Growth Fund, Inc. T. Rowe Price New Era Fund, Inc. T. Rowe Price New Horizons Fund, Inc. T. Rowe Price OTC Fund, Inc. on behalf of: T. Rowe Price OTC Fund T. Rowe Price Science & Technology Fund, Inc. T. Rowe Price Small Cap Value Fund, Inc. CUNA Mutual Funds, Inc. on behalf of: CUNA Mutual Cornerstone Fund Schedule A Page 2 of 2 APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT -------- ------------------------ Income Funds ------------ T. Rowe Price Adjustable Rate U.S. Government Fund, Inc. T. Rowe Price High Yield Fund, Inc. T. Rowe Price New Income Fund, Inc. T. Rowe Price Short-Term Bond Fund, Inc. T. Rowe Price Summit Funds, Inc. on behalf of: T. Rowe Price Summit Limited-Term Bond Fund T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price Global Government Bond Fund T. Rowe Price International Bond Fund T. Rowe Price Short-Term Global Income Fund APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT II. ACCOUNTS SUBJECT TO ERISA The ERISA Rider is applicable to all Customers Under Section II of this Schedule A. T. Rowe Price Trust Company as Trustee for the Johnson Matthey Salaried Common Trust Funds ------ ----- ----- T. Rowe Price Trust Company, as Trustee for the International Common Trust Fund on behalf of the Underlying Trusts: Foreign Discovery Trust Foreign Discovery Trust-Augment Pacific Discovery Trust European Discovery Trust Japan Discovery Trust Latin American Discovery Trust New York City International Common Trust Fund III. OTHER No Riders are applicable to the Customer listed RPFI International Partners, L.P. under Section III of this Schedule A. ERISA RIDER TO GLOBAL CUSTODY AGREEMENT BETWEEN THE CHASE MANHATTAN BANK, N.A. AND EACH OF THE ENTITIES LISTED ON SCHEDULE A HERETO EFFECTIVE JANUARY 3, 1994 Customer represents that the Assets being placed in the Bank's custody are subject to ERISA. It is understood that in connection therewith the Bank is a service provider and not a fiduciary of the plan and trust to which the assets are related. The Bank shall not be considered a party to the underlying plan and trust and the Customer hereby assumes all responsibility to assure that Instructions issued under this Agreement are in compliance with such plan and trust and ERISA. This Agreement will be interpreted as being in compliance with the Department of Labor Regulations Section 2550.404b-1 concerning the maintenance of indicia of ownership of plan assets outside of the jurisdiction of the district courts of the United States. The following modifications are made to the Agreement: Section 3. Subcustodians and Securities Depositories. ------------------------------------------ Add the following language to the end of Section 3: As used in this Agreement, the term Subcustodian and the term securities depositories include a branch of the Bank, a branch of a qualified U.S. bank, an eligible foreign custodian, or an eligible foreign securities depository, where such terms shall mean: (a) "qualified U.S. bank" shall mean a U.S. bank as described in paragraph (a)(2)(ii)(A)(1) of the Department of Labor Regulations Section 2550.404b-1; (b) "eligible foreign custodian" shall mean a banking institution incorporated or organized under the laws of a country other than the United States which is supervised or regulated by that country's government or an agency thereof or other regulatory authority in the foreign jurisdiction having authority over banks; and (c) "eligible foreign securities depository" shall mean a securities depository or clearing agency, incorporated or organized under the laws of a country other than the United States, which is supervised or regulated by that country's government or an agency thereof or other regulatory authority in the foreign jurisdiction having authority over such depositories or clearing agencies and which is described in paragraph (c)(2) of the Department of Labor Regulations Section 2550.404b-1. Section 4. Use of Subcustodian. -------------------- Subsection (d) of this section is modified by deleting the last sentence. Section 5. Deposit Account Payments. ------------------------- Subsection (b) is amended to read as follows: (b) In the event that any payment made under this Section 5 exceeds the funds available in the Deposit Account, such discretionary advance shall be deemed a service provided by the Bank under this Agreement for which it is entitled to recover its costs as may be determined by the Bank in good faith. Section 10. Authorized Persons. ------------------ Add the following paragraph at the end of Section 10: Customer represents that: a) Instructions will only be issued by or for a fiduciary pursuant to Department of Labor Regulation Section 404b-1 (a)(2)(i) and b) if Instructions are to be issued by an investment manager, such entity will meet the requirements of Section 3(38) of ERISA and will have been designated by the Customer to manage assets held in the Customer Accounts ("Investment Manager"). An Investment Manager may designate certain of its employees to act as Authorized Persons under this Agreement. Section 14(a). Foreign Exchange Transactions. ------------------------------ Add the following paragraph at the end of Subsection 14(a): Instructions to execute foreign exchange transactions with the Bank, its subsidiaries, affiliates or Subcustodians will include (1) the time period in which the transaction must be completed; (2) the location i.e., Chase New York, ---- Chase London, etc. or the Subcustodian with whom the contract is to be executed and (3) such additional information and guidelines as may be deemed necessary; and, if the Instruction is a standing Instruction, a provision allowing such Instruction to be overridden by specific contrary Instructions. MUTUAL FUND RIDER TO GLOBAL CUSTODY AGREEMENT BETWEEN THE CHASE MANHATTAN BANK, N.A. AND EACH OF THE ENTITIES LISTED ON SCHEDULE A HERETO EFFECTIVE JANUARY 3, 1994 Customer represents that the Assets being placed in the Bank's custody are subject to the Investment Company Act of 1940 (the Act), as the same may be amended from time to time. Except to the extent that the Bank has specifically agreed to comply with a condition of a rule, regulation, interpretation promulgated by or under the authority of the SEC or the Exemptive Order applicable to accounts of this nature issued to the Bank (Investment Company Act of 1940, Release No. 12053, November 20, 1981), as amended, or unless the Bank has otherwise specifically agreed, the Customer shall be solely responsible to assure that the maintenance of Assets under this Agreement complies with such rules, regulations, interpretations or exemptive order promulgated by or under the authority of the Securities Exchange Commission. The following modifications are made to the Agreement: Section 3. Subcustodians and Securities Depositories. ------------------------------------------ Add the following language to the end of Section 3: The terms Subcustodian and securities depositories as used in this Agreement shall mean a branch of a qualified U.S. bank, an eligible foreign custodian or an eligible foreign securities depository, which are further defined as follows: (a) "qualified U.S. Bank" shall mean a qualified U.S. bank as defined in Rule 17f-5 under the Investment Company Act of 1940; (b) "eligible foreign custodian" shall mean (i) a banking institution or trust company incorporated or organized under the laws of a country other than the United States that is regulated as such by that country's government or an agency thereof and that has shareholders' equity in excess of $200 million in U.S. currency (or a foreign currency equivalent thereof), (ii) a majority owned direct or indirect subsidiary of a qualified U.S. bank or bank holding company that is incorporated or organized under the laws of a country other than the United States and that has shareholders' equity in excess of $100 million in U.S. currency (or a foreign currency equivalent thereof)(iii) a banking institution or trust company incorporated or organized under the laws of a country other than the United States or a majority owned direct or indirect subsidiary of a qualified U.S. bank or bank holding company that is incorporated or organized under the laws of a country other than the United States which has such other qualifications as shall be specified in Instructions and approved by the Bank; or (iv) any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC; and (c) "eligible foreign securities depository" shall mean a securities depository or clearing agency, incorporated or organized under the laws of a country other than the United States, which operates (i) the central system for handling securities or equivalent book-entries in that country, or (ii) a transnational system for the central handling of securities or equivalent book-entries. The Customer represents that its Board of Directors has approved each of the Subcustodians listed in Schedule B to this Agreement and the terms of the subcustody agreements between the Bank and each Subcustodian, which are attached as Exhibits I through of Schedule B, and further represents that its Board ---- has determined that the use of each Subcustodian and the terms of each subcustody agreement are consistent with the best interests of the Fund(s) and its (their) shareholders. The Bank will supply the Customer with any amendment to Schedule B for approval. As requested by the Bank, the Customer will supply the Bank with certified copies of its Board of Directors resolution(s) with respect to the foregoing prior to placing Assets with any Subcustodian so approved. Section 11. Instructions. ------------- Add the following language to the end of Section 11: Deposit Account Payments and Custody Account Transactions made pursuant to Section 5 and 6 of this Agreement may be made only for the purposes listed below. Instructions must specify the purpose for which any transaction is to be made and Customer shall be solely responsible to assure that Instructions are in accord with any limitations or restrictions applicable to the Customer by law or as may be set forth in its prospectus. (a) In connection with the purchase or sale of Securities at prices as confirmed by Instructions; (b) When Securities are called, redeemed or retired, or otherwise become payable; (c) In exchange for or upon conversion into other securities alone or other securities and cash pursuant to any plan or merger, consolidation, reorganization, recapitalization or readjustment; (d) Upon conversion of Securities pursuant to their terms into other securities; (e) Upon exercise of subscription, purchase or other similar rights represented by Securities; (f) For the payment of interest, taxes, management or supervisory fees, distributions or operating expenses; (g) In connection with any borrowings by the Customer requiring a pledge of Securities, but only against receipt of amounts borrowed; (h) In connection with any loans, but only against receipt of adequate collateral as specified in Instructions which shall reflect any restrictions applicable to the Customer; (i) For the purpose of redeeming shares of the capital stock of the Customer and the delivery to, or the crediting to the account of, the Bank, its Subcustodian or the Customer's transfer agent, such shares to be purchased or redeemed; (j) For the purpose of redeeming in kind shares of the Customer against delivery to the Bank, its Subcustodian or the Customer's transfer agent of such shares to be so redeemed; (k) For delivery in accordance with the provisions of any agreement among the Customer, the Bank and a broker-dealer registered under the Securities Exchange Act of 1934 (the "Exchange Act") and a member of The National Association of Securities Dealers, Inc. ("NASD"), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Customer; (l) For release of Securities to designated brokers under covered call options, provided, however, that such Securities shall be released only upon payment to the Bank of monies for the premium due and a receipt for the Securities which are to be held in escrow. Upon exercise of the option, or at expiration, the Bank will receive from brokers the Securities previously deposited. The Bank will act strictly in accordance with Instructions in the delivery of Securities to be held in escrow and will have no responsibility or liability for any such Securities which are not returned promptly when due other than to make proper request for such return; (m) For spot or forward foreign exchange transactions to facilitate security trading, receipt of income from Securities or related transactions; (n) For other proper purposes as may be specified in Instructions issued by an officer of the Customer which shall include a statement of the purpose for which the delivery or payment is to be made, the amount of the payment or specific Securities to be delivered, the name of the person or persons to whom delivery or payment is to be made, and a certification that the purpose is a proper purpose under the instruments governing the Customer; and o) Upon the termination of this Agreement as set forth in Section 14(i). Section 12. Standard of Care; Liabilities. ------------------------------ Add the following subsection (c) to Section 12: (c) The Bank hereby warrants to the Customer that in its opinion, after due inquiry, the established procedures to be followed by each of its branches, each branch of a qualified U.S. bank, each eligible foreign custodian and each eligible foreign securities depository holding the Customer's Securities pursuant to this Agreement afford protection for such Securities at least equal to that afforded by the Bank's established procedures with respect to similar securities held by the Bank and its securities depositories in New York. Section 14. Access to Records. ------------------ Add the following language to the end of Section 14(c): Upon reasonable request from the Customer, the Bank shall furnish the Customer such reports (or portions thereof) of the Bank's system of internal accounting controls applicable to the Bank's duties under this Agreement. The Bank shall endeavor to obtain and furnish the Customer with such similar reports as it may reasonably request with respect to each Subcustodian and securities depository holding the Customer's assets. GLOBAL CUSTODY AGREEMENT WITH ----------------------------------- DATE ----------------------------------- SPECIAL TERMS AND CONDITIONS RIDER ---------------------------------- January, 1994 B SUB-CUSTODIANS EMPLOYED BY -------------------------- THE CHASE MANHATTAN BANK, N.A. LONDON, GLOBAL CUSTODY ----------------------------------------------------- COUNTRY SUB-CUSTODIAN CORRESPONDENT BANK ARGENTINA The Chase Manhattan Bank, The Chase Manhattan N.A., Main Branch Bank, N.A. 25 De Mayo 130/140 Buenos Aires Buenos Aires ARGENTINA AUSTRALIA The Chase Manhattan Bank, The Chase Manhattan Bank Australia Limited Australia Limited Sydney 36th Floor World Trade Centre Jamison Street Sydney New South Wales 2000 AUSTRALIA AUSTRIA Creditanstalt - Bankvereln Credit Lyonnais Vienna Schottengasse 6 A - 1011, Vienna AUSTRIA BANGLADESH Standard Chartered Bank Standard Chartered Bank 18-20 Motijheel C.A. Dhaka Box 536, Dhaka-1000 BANGLADESH BELGIUM Generale Bank Credit Lyonnais Bank 3 Montagne Du Parc Brussels 1000 Bruxelles BELGIUM BOTSWANA Standard Chartered Bank Standard Chartered Bank Botswana Ltd. Botswana Ltd. 4th Floor Commerce House Gabarone The Mall Gaborone BOTSWANA BRAZIL Banco Chase Manhattan, S.A. Banco Chase Manhattan Chase Manhattan Center S.A., Sao Paolo Rua Verbo Divino, 1400 Sao Paulo, SP 04719-002 BRAZIL CANADA The Royal Bank of Canada Toronto Dominion Bank Royal Bank Plaza Toronto Toronto Ontario M5J 2J5 CANADA Canada Trust Toronto Dominion Bank Canada Trust Tower Toronto BCE Place 161 Bay at Front Toronto Ontario M5J 2T2 CANADA CHILE The Chase Manhattan Bank, The Chase Manhattan N.A., Agustinas 1235 Bank, N.A., Santiago Casilla 9192 Santiago CHILE COLOMBIA Cititrust Colombia S.A. Cititrust Colombia S.A. Sociedad Fiduciaria Sociedad Fiduciaria Av. Jimenez No 8-89 Santafe de Bogota Santafe de Bogota, DC COLOMBIA CZECH Ceskoslovenska Obchodni Ceskoslovenska REPUBLIC Banka, A.S.; Na Prikoope 14 Obchodni Banka, A.S. 115 20 Praha 1 Praha CZECH REPUBLIC DENMARK Den Danske Bank Den Danske Bak 2 Holmens Kanala DK 1091 Copenhagen Copenhagen DENMARK EUROBONDS Cedel S.A. A/c No. 17817 67 Blvd Grande Duchesse ECU:Lloyds Bank PLC Charlotte LUXEMBOURG International Banking Dividion A/c Chase Manhattan Bank, London N.A. London For all other currencies: see relevant country EURO CDS First Chicago Clearing Centre ECU:Lloyds Bank PLC 27 Leadenhall Street Banking Division London London EC3A 1AA For all other UK currencies: see relevant country FINLAND Kansallis-Osake-Pankki Kanasallis-Osake-Pankki Aleksanterinkatu 42 00100 Helsinki 10 FINLAND FRANCE Banque Paribas Societe Generale Paris Ref 256 BP 141 3, Rue D'Antin 75078 Paris Cedex 02 FRANCE GERMANY Chase Bank A.G. Chase Bank A.G. Alexanderstrasse 59 Frankfurt Postfach 90 01 09 60441 Frankfurt/Main GERMANY GREECE National Bank of Greece S.A. National Bank of Greece 38 Stadiou Street S.A. Athens Athens A/c Chase Manhattan GREECE Bank, N.A., London A/c No. 040/7/921578-68 HONG KONG The Chase Manhattan Bank,NA The Chase Manhattan 40/F One Exchange Square Bank, N.A., Hong Kong 8, Connaught Place Central, Hong Kong HONG KONG HUNGARY Citibank Budapest Rt. Citibank Budapest Rt. Vaci Utca 19-21 Budapest 1052 Budapest V HUNGARY INDIA The Hongkong and Shanghai The Hongkong and Banking Corporation Limited Shanghai Banking 52/60 Mahatma Gandhi Road Corporation Limited, Bombay 400 001 Bombay INDIA INDONESIA The Hongkong and Shanghai The Chase Manhattan Banking Corporation Limited Bank, N.A., Jakarta World Trade Center J1. Jend Sudirman Kav. 29-31 Jakarta 10023 INDONESIA IRELAND Bank of Ireland Allied Irish Bank Dublin International Financial Services Centre 1 Hargourmaster Place Dublin 1 IRELAND ISRAEL Bank Leumi Le-Israel B.M. Bank Leumi Le-Israel 19 Herzi Street B.M., Tel Aviv 65136 Tel Aviv ISRAEL ITALY The Chase Manhattan Bank, The Chase Manhattan N.A., Piazza Meda 1 Bank, N.A., Milan 20121 Milan ITALY JAPAN The Chase Manhattan Bank, The Chase Manhattan N.A.,1-3 Marunouchi 1-Chome Bank, N.A., Tokyo Chiyoda-Ku Tokyo 100 JAPAN JORDAN Arab Bank Limited Arab Bank Limited P.O. Box 950544-5 Amman Amman Shmeisani JORDAN LUXEMBOURG Banque Generale du Luxembourg Banque Generale du S.A., 27 Avenue Monterey Luxembourg S.A. LUXEMBOURG Luxembourg MALAYSIA The Chase Manhattan Bank, The Chase Manhattan N.A., Pernas International Bank, N.A., Kuala Lumpur Jalan Sultan Ismail 50250, Kuala Lumpur MALAYSIA MEXICO The Chase Manhattan Bank, No correspondent Bank N.A., Hamburgo 213, Piso 7 (Equities) 06660 Mexico D.F. MEXICO (Government Banco Nacional de Mexico, Banque Commerciale du Bonds) Avenida Juarez No. Maroc 104-11 Piso Casablanca 06040 Mexico D.F. MEXICO NETHERLANDS ABN AMRO N.V. Credit Lyonnais Securities Centre Bank Nederland N.V. P.O. Box 3200 Rotterdam 4800 De Breda NETHERLANDS NEW ZEALAND National Nominees Limited National Bank of New Zealand Level 2 BNZ Tower Wellington 125 Queen Street Auckland NEW ZEALAND NORWAY Den Norske Bank Den Norske Bank Kirkegaten 21 Oslo Oslo 1 NORWAY PAKISTAN Citibank N.A. Citibank N.A. State Life Building No.1 Karachi I.I. Chundrigar Road Karachi PAKISTAN PERU Citibank, N.A. Citibank N.A. Lima Camino Real 457 CC Torre Real - 5th Floor San Isidro, Lima 27 PERU PHILIPPINES The Hongkong and Shanghai The Hongkong and Shaghai Banking Corporation Limited Banking Corporation Hong Kong Bank Centre 3/F Limited, Manila San Miguel Avenue Ortigas Commercial Centre Pasig Metro Manila PHILIPPINES POLAND Bank Polska Kasa Opieki Bank Potska Kasa Opieki S.A., 6/12 Nowy Swiat Str S.A., Warsaw 00-920 Warsaw POLAND PORTUGAL Banco Espirito Santo & Banco Pinto & Comercial de Lisboa Sotto Mayor Servico de Gestaode Titulos Avenida Fontes R. Mouzinho da Silvelra, Pereira de Melo 36 r/c, 1200 Lisbon 1000 Lisbon PORTUGAL SHANGHAI The Hongkong and Shanghai The Chase Manhattan (CHINA) Banking Corporation Limited Bank, N.A.,Hong Kong Shanghai Branch Corporate Banking Centre Unit 504, 5/F Shanghai Centre 1376 Hanjing Xi Lu Shanghai THE PEOPLE'S REPUBLIC OF CHINA SCHENZHEN The Hongkong and Shanghai The Chase Manhattan (CHINA) Banking Corporation Limited Bank, N.A., Hong Kong 1st Floor Central Plaza Hotel No. 1 Chun Feng Lu Shenzhen THE PEOPLE'S REPUBLIC OF CHINA SINGAPORE The Chase Manhattan Bank, The Chase Manhattan N.A. Bank, N.A. Shell Tower Singapore 50 Raffles Place Singapore 0104 SINGAPORE SOUTH KOREA The Hongkong & Shanghai The Hongkong & Shanghai Banking Corporation Limited Banking Corporation 6/F Kyobo Building Limited, Seoul #1 Chongro, 1-ka Chongro-Ku, Seoul SOUGH KOREA SPAIN The Chase Manhattan Bank, Banco Zaragozano, S.A. N.A.,Calle Peonias 2 Madrid 7th Floor La Piovera 28042 Madrid SPAIN URUGUAY The First National Bank The First National Bank of Boston of Boston Zabala 1463 Montevideo Montevideo URUGUAY U.S.A The Chase Manhattan Bank, The Chase Manhattan N.A. Bank, N.A. 1 Chase Manhattan Plaza New York New York NY 10081 U.S.A. VENEZUELA Citibank N.A. Citibank N.A. Carmelitas a Altagracia Caracas Edificio Citibank Caracas 1010 VENEZUELA AMENDMENT AGREEMENT AMENDMENT AGREEMENT, dated as of April 18, 1994 (the "AMENDMENT AGREEMENT") to the Global Custody Agreement, effective January 3, 1994 (the "CUSTODY AGREEMENT") by and between each of the Entities listed in Attachment A hereto, separately and individually (each such entity referred to hereinafter as the "CUSTOMER") and THE CHASE MANHATTAN BANK, N.A. (the "BANK"). Terms defined in the Custody Agreement are used herein as therein defined. WITNESSETH: WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the bank wishes to accept such appointment pursuant to the terms of the Custody Agreement; NOW, THEREFORE, the parties hereto agree as follows: 1. Amendment. Section I of Schedule A of the Custody Agreement ("SCHEDULE --------- A") shall be amended to add each Customer listed in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached hereto as Attachment B shall supersede the existing Schedule A in its entirety. 2. Agreement. The Customer agrees to be bound in all respects by all the --------- terms and conditions of the Custody Agreement and shall be fully liable thereunder as a "Customer" as defined in the Custody Agreement. 3. Confirmation of Agreement. Except as amended hereby, the Custody ------------------------- Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects. 4. Governing Law. This Amendment Agreement shall be construed in ------------- accordance with and governed by the law of the State of New York without regard to its conflict of law principles. IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written. THE CHASE MANHATTAN BANK, N.A. By: /s/Alan P. Naughton Alan P. Naughton Vice President EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEPARATELY AND INDIVIDUALLY By: /s/Carmen F. Deyesu Carmen F. Deyesu Treasurer Attachment A LIST OF CUSTOMERS T. Rowe Price International Series, Inc. on behalf of the T. Rowe Price International Stock Portfolio T. Rowe Price Equity Series, Inc. on behalf of the T. Rowe Price Equity Income Portfolio T. Rowe Price New America Growth Portfolio T. Rowe Price New America Growth Fund, Inc. T. Rowe Price Income Series, Inc. on behalf of T. Rowe Price Limited-Term Bond Portfolio Attachment B Schedule A Page 1 of 2 LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO GLOBAL CUSTODY AGREEMENT WITH THE CHASE MANHATTAN BANK, N.A. DATED JANUARY 3, 1993 APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT I. INVESTMENT COMPANIES/PORTFOLIOS The Mutual Fund Rider is REGISTERED UNDER THE INVESTMENT applicable to all Customers COMPANY ACT OF 1940 listed under Section I of this Schedule A. Equity Funds ------------ T. Rowe Price Balanced Fund, Inc. T. Rowe Price Blue Chip Growth Fund, Inc. T. Rowe Price Capital Appreciation Fund T. Rowe Price Dividend Growth Fund, Inc. T. Rowe Price Equity Income Fund T. Rowe Price Growth & Income Fund, Inc. T. Rowe Price Growth Stock Fund, Inc. Institutional International Funds, Inc. on behalf of: Foreign Equity Fund T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price European Stock Fund T. Rowe Price International Discovery Fund T. Rowe Price International Stock Fund T. Rowe Price Japan Fund T. Rowe Price Latin America Fund T. Rowe Price New Asia Fund T. Rowe Price International Series, Inc., on behalf of: T. Rowe Price International Stock Portfolio T. Rowe Price Mid-Cap Growth Fund, Inc. T. Rowe Price New Era Fund, Inc. T. Rowe Price New Horizons Fund, Inc. T. Rowe Price OTC Fund, Inc. on behalf of: T. Rowe Price OTC Fund T. Rowe Price Science & Technology Fund, Inc. T. Rowe Price Small-Cap Value Fund, Inc. CUNA Mutual Funds, Inc. on behalf of: CUNA Mutual Cornerstone Fund T. Rowe Price Equity Series, Inc. on behalf of: T. Rowe Price Equity Income Portfolio T. Rowe Price New America Growth Portfolio T. Rowe Price New America Growth Fund, Inc. Attachment B Schedule A Page 2 of 2 APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY -------- -------------- AGREEMENT ---------- Income Funds ------------ T. Rowe Price Adjustable Rate U.S. Government Fund, Inc. T. Rowe Price High Yield Fund, Inc. T. Rowe Price New Income Fund, Inc. T. Rowe Price Short-Term Bond Fund, Inc. T. Rowe Price Summit Funds, Inc. on behalf of: T. Rowe Price Summit Limited-Term Bond Fund T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price Global Government Income Fund T. Rowe Price International Bond Fund T. Rowe Price Short-Term Global Income Fund T. Rowe Price Income Series, Inc. on behalf of: T. Rowe Price Limited-Term Bond Portfolio II. ACCOUNTS SUBJECT TO ERISA The ERISA Rider is applicable to all Customers Under Section II of this Schedule A. T. Rowe Price Trust Company as Trustee for the Johnson Matthey Salaried Savings Plan Common Trust Funds ------------------ T. Rowe Price Trust Company, as Trustee for the International Common Trust Fund on behalf of the Underlying Trusts: Foreign Discovery Trust Foreign Discovery Trust-Augment Pacific Discovery Trust European Discovery Trust Japan Discovery Trust Latin American Discovery Trust New York City International Common Trust Fund III. OTHER No Riders are applicable to the Customer listed under RPFI International Section III of this Partners, L.P. Schedule A. AMENDMENT AGREEMENT AMENDMENT AGREEMENT, dated as of August 15, 1994 (the "AMENDMENT AGREEMENT") to the Global Custody Agreement, effective January 3, 1994, as amended (the "CUSTODY AGREEMENT") by and between each of the Entities listed in Attachment A hereto, separately and individually (each such entity referred to hereinafter as the "CUSTOMER") and THE CHASE MANHATTAN BANK, N.A. (the "BANK"). Terms defined in the Custody Agreement are used herein as therein defined. WITNESSETH: WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement; NOW, THEREFORE, the parties hereto agree as follows: 1. Amendment. Section I of Schedule A of the Custody Agreement ("SCHEDULE --------- A") shall be amended to add each Customer listed in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached hereto as Attachment B shall supersede the existing Schedule A in its entirety. 2. Agreement. The Customer agrees to be bound in all respects by all the --------- terms and conditions of the Custody Agreement and shall be fully liable thereunder as a "Customer" as defined in the Custody Agreement. 3. Confirmation of Agreement. Except as amended hereby, the Custody ------------------------- Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects. 4. Governing Law. This Amendment Agreement shall be construed in ------------- accordance with and governed by the law of the State of New York without regard to its conflict of law principles. IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written. THE CHASE MANHATTAN BANK, N.A. By: /s/Alan P. Naughton Alan P. Naughton Vice President EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEPARATELY AND INDIVIDUALLY By: /s/Carmen F. Deyesu Carmen F. Deyesu Treasurer Attachment A LIST OF CUSTOMERS T. Rowe Price Equity Series, Inc. on behalf of the T. Rowe Price Personal Strategy Balanced Portfolio T. Rowe Price Personal Strategy Funds, Inc. on behalf of T. Rowe Price Personal Strategy Balanced Fund T. Rowe Price Personal Strategy Growth Fund T. Rowe Price Personal Strategy Income Fund Attachment B Schedule A Page 1 of 2 LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO GLOBAL CUSTODY AGREEMENT WITH THE CHASE MANHATTAN BANK, N.A. DATED JANUARY 3, 1993 APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT I. INVESTMENT COMPANIES/PORTFOLIOS The Mutual Fund Rider is REGISTERED UNDER THE INVESTMENT applicable to all Customers COMPANY ACT OF 1940 listed under Section I of this Schedule A. Equity Funds ------------ T. Rowe Price Balanced Fund, Inc. T. Rowe Price Blue Chip Growth Fund, Inc. T. Rowe Price Capital Appreciation Fund T. Rowe Price Dividend Growth Fund, Inc. T. Rowe Price Equity Income Fund T. Rowe Price Growth & Income Fund, Inc. T. Rowe Price Growth Stock Fund, Inc. Institutional International Funds, Inc. on behalf of: Foreign Equity Fund T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price European Stock Fund T. Rowe Price International Discovery Fund T. Rowe Price International Stock Fund T. Rowe Price Japan Fund T. Rowe Price Latin America Fund T. Rowe Price New Asia Fund T. Rowe Price International Series, Inc., on behalf of: T. Rowe Price International Stock Portfolio T. Rowe Price Mid-Cap Growth Fund, Inc. T. Rowe Price New Era Fund, Inc. T. Rowe Price New Horizons Fund, Inc. T. Rowe Price OTC Fund, Inc. on behalf of: T. Rowe Price OTC Fund T. Rowe Price Science & Technology Fund, Inc. T. Rowe Price Small-Cap Value Fund, Inc. CUNA Mutual Funds, Inc. on behalf of: CUNA Mutual Cornerstone Fund T. Rowe Price Equity Series, Inc. on behalf of: T. Rowe Price Equity Income Portfolio T. Rowe Price New America Growth Portfolio T. Rowe Price Personal Strategy Balanced Portfolio T. Rowe Price New America Growth Fund, Inc. Attachment B Schedule A Page 2 of 3 APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY -------- -------------- AGREEMENT ---------- Income Funds ------------ T. Rowe Price Adjustable Rate U.S. Government Fund, Inc. T. Rowe Price High Yield Fund, Inc. T. Rowe Price New Income Fund, Inc. T. Rowe Price Short-Term Bond Fund, Inc. T. Rowe Price Summit Funds, Inc. on behalf of: T. Rowe Price Summit Limited-Term Bond Fund T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price Global Government Income Fund T. Rowe Price International Bond Fund T. Rowe Price Short-Term Global Income Fund T. Rowe Price Income Series, Inc. on behalf of: T. Rowe Price Limited-Term Bond Portfolio T. Rowe Price Personal Strategy Funds, Inc. on behalf of: T. Rowe Price Personal Strategy Balanced Fund T. Rowe Price Personal Strategy Growth Fund T. Rowe Price Personal Strategy Income Fund APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT II. ACCOUNTS SUBJECT TO ERISA The ERISA Rider is applicable to all Customers Under Section II of this Schedule A. T. Rowe Price Trust Company as Trustee for the Johnson Matthey Salaried Savings Plan Common Trust Funds ------------------ T. Rowe Price Trust company, as Trustee for the International Common Trust Fund on behalf of the Underlying Trusts: Foreign Discovery Trust Foreign Discovery Trust-Augment Pacific Discovery Trust European Discovery Trust Japan Discovery Trust Latin American Discovery Trust New York City International Common Trust Fund III. OTHER No Riders are applicable to the Customer listed under RPFI International Section III of this Partners, L.P. Schedule A. AMENDMENT AGREEMENT AMENDMENT AGREEMENT, dated as of November 28, 1994 (the "Amendment Agreement") to the Global Custody Agreement, effective January 3, 1994, as amended (the "Custody Agreement") by and between each of the Entities listed in Attachment A hereto, separately and individually (each such entity referred to hereinafter as the "Customer") and THE CHASE MANHATTAN BANK, N.A. (the "Bank"). Terms defined in the Custody Agreement are used herein as therein defined. WITNESSETH: WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement; NOW, THEREFORE, the parties hereto agree as follows: 1. Amendment. Section I of Schedule A of the Custody Agreement ("Schedule A") shall be amended to add each Customer listed in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached hereto as Attachment B shall supersede the existing Schedule A in its entirety. 2. Agreement. The Customer agrees to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable thereunder as a "Customer" as defined in the Custody Agreement. 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects. 4. Governing Law. This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles. IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written. THE CHASE MANHATTAN BANK, N.A. /s/Alan P. Naughton By :_________________________________ Alan P. Naughton Vice President EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEPARATELY AND INDIVIDUALLY /s/Carmen F. Deyesu By: _________________________________ Carmen F. Deyesu Treasurer Attachment A LIST OF CUSTOMERS T. Rowe Price Value Fund, Inc. T. Rowe Price Capital Opportunity Fund, Inc. T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price Emerging Markets Bond Fund Attachment B Schedule A Page 1 of 2 LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO GLOBAL CUSTODY AGREEMENT WITH THE CHASE MANHATTAN BANK, N.A. DATED JANUARY 3, 1993 APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT I. INVESTMENT COMPANIES/PORTFOLIOS The Mutual Fund Rider is REGISTERED UNDER THE INVESTMENT applicable to all Customers COMPANY ACT OF 1940 listed under Section I of this Schedule A. Equity Funds T. Rowe Price Balanced Fund, Inc. T. Rowe Price Blue Chip Growth Fund, Inc. T. Rowe Price Capital Appreciation Fund T. Rowe Price Capital Opportunity Fund, Inc. T. Rowe Price Dividend Growth Fund, Inc. T. Rowe Price Equity Income Fund T. Rowe Price Growth & Income Fund, Inc. T. Rowe Price Growth Stock Fund, Inc. Institutional International Funds, Inc. on behalf of: Foreign Equity Fund T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price European Stock Fund T. Rowe Price International Discovery Fund T. Rowe Price International Stock Fund T. Rowe Price Japan Fund T. Rowe Price Latin America Fund T. Rowe Price New Asia Fund T. Rowe Price International Series, Inc., on behalf of: T. Rowe Price International Stock Portfolio T. Rowe Price Mid-Cap Growth Fund, Inc. T. Rowe Price New Era Fund, Inc. T. Rowe Price New Horizons Fund, Inc. T. Rowe Price OTC Fund, Inc. on behalf of: T. Rowe Price OTC Fund T. Rowe Price Science & Technology Fund, Inc. T. Rowe Price Small-Cap Value Fund, Inc. CUNA Mutual Funds, Inc. on behalf of: CUNA Mutual Cornerstone Fund T. Rowe Price Equity Series, Inc. on behalf of: T. Rowe Price Equity Income Portfolio T. Rowe Price New America Growth Portfolio T. Rowe Price Personal Strategy Balanced Portfolio T. Rowe Price New America Growth Fund, Inc. T. Rowe Price Value Fund, Inc. Attachment B Schedule A Page 2 of 2 APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT Income Funds T. Rowe Price Adjustable Rate U.S. Government Fund, Inc. T. Rowe Price High Yield Fund, Inc. T. Rowe Price New Income Fund, Inc. T. Rowe Price Short-Term Bond Fund, Inc. T. Rowe Price Summit Funds, Inc. on behalf of: T. Rowe Price Summit Limited-Term Bond Fund T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price Global Government Income Fund T. Rowe Price International Bond Fund T. Rowe Price Short-Term Global Income Fund T. Rowe Price Emerging Markets Bond Fund T. Rowe Price Income Series, Inc. on behalf of: T. Rowe Price Limited-Term Bond Portfolio T. Rowe Price Personal Strategy Funds, Inc. on behalf of: T. Rowe Price Personal Strategy Balanced Fund T. Rowe Price Personal Strategy Growth Fund T. Rowe Price Personal Strategy Income Fund APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT II. ACCOUNTS SUBJECT TO ERISA The ERISA Rider is applicable to all Customers Under Section II of this Schedule A. T. Rowe Price Trust Company as Trustee for the Johnson Matthey Salaried Savings Plan Common Trust Funds T. Rowe Price Trust company, as Trustee for the International Common Trust Fund on behalf of the Underlying Trusts: Foreign Discovery Trust Foreign Discovery Trust-Augment Pacific Discovery Trust European Discovery Trust Japan Discovery Trust Latin American Discovery Trust New York City International Common Trust Fund III. OTHER No Riders are applicable to the Customer listed under RPFI International Section III of this Partners, L.P. Schedule A. AMENDMENT AGREEMENT AMENDMENT AGREEMENT, dated as of May 31, 1995 (the "Amendment Agreement") to the Global Custody Agreement, effective January 3, 1994, as amended (the "Custody Agreement") by and between each of the Entities listed in Attachment A hereto, separately and individually (each such entity referred to hereinafter as the "Customer") and THE CHASE MANHATTAN BANK, N.A. (the "Bank"). Terms defined in the Custody Agreement are used herein as therein defined. WITNESSETH: WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement; NOW, THEREFORE, the parties hereto agree as follows: 1. Amendment. Section I of Schedule A of the Custody Agreement ("Schedule A") shall be amended to add and delete certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached hereto as Attachment B shall supersede the existing Schedule A in its entirety. 2. Agreement. The Customer agrees to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable thereunder as a "Customer" as defined in the Custody Agreement. 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects. 4. Governing Law. This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles. IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written. THE CHASE MANHATTAN BANK, N.A. /s/Alan P. Naughton By: _________________________________ Alan P. Naughton Vice President EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEPARATELY AND INDIVIDUALLY /s/Carmen F. Deyesu By: _________________________________ Carmen F. Deyesu Treasurer Attachment A LIST OF CUSTOMERS Add the following Fund: T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price Emerging Markets Stock Fund Delete the following Fund: CUNA Mutual Funds, Inc. on behalf of: CUNA Mutual Cornerstone Fund Attachment B Schedule A Page 1 of 2 LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO GLOBAL CUSTODY AGREEMENT WITH THE CHASE MANHATTAN BANK, N.A. DATED JANUARY 3, 1993 APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT I. INVESTMENT COMPANIES/PORTFOLIOS The Mutual Fund Rider is REGISTERED UNDER THE INVESTMENT applicable to all Customers COMPANY ACT OF 1940 listed under Section I of this Schedule A. Equity Funds T. Rowe Price Balanced Fund, Inc. T. Rowe Price Blue Chip Growth Fund, Inc. T. Rowe Price Capital Appreciation Fund T. Rowe Price Capital Opportunity Fund, Inc. T. Rowe Price Dividend Growth Fund, Inc. T. Rowe Price Equity Income Fund T. Rowe Price Growth & Income Fund, Inc. T. Rowe Price Growth Stock Fund, Inc. Institutional International Funds, Inc. on behalf of: Foreign Equity Fund T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price European Stock Fund T. Rowe Price International Discovery Fund T. Rowe Price International Stock Fund T. Rowe Price Japan Fund T. Rowe Price Latin America Fund T. Rowe Price New Asia Fund T. Rowe Price Emerging Markets Stock Fund T. Rowe Price International Series, Inc., on behalf of: T. Rowe Price International Stock Portfolio T. Rowe Price Mid-Cap Growth Fund, Inc. T. Rowe Price New Era Fund, Inc. T. Rowe Price New Horizons Fund, Inc. T. Rowe Price OTC Fund, Inc. on behalf of: T. Rowe Price OTC Fund T. Rowe Price Science & Technology Fund, Inc. T. Rowe Price Small-Cap Value Fund, Inc. T. Rowe Price Equity Series, Inc. on behalf of: T. Rowe Price Equity Income Portfolio T. Rowe Price New America Growth Portfolio T. Rowe Price Personal Strategy Balanced Portfolio T. Rowe Price New America Growth Fund, Inc. T. Rowe Price Value Fund, Inc. Attachment B Schedule A Page 2 of 2 Income Funds T. Rowe Price Adjustable Rate U.S. Government Fund, Inc. T. Rowe Price High Yield Fund, Inc. T. Rowe Price New Income Fund, Inc. T. Rowe Price Short-Term Bond Fund, Inc. T. Rowe Price Summit Funds, Inc. on behalf of: T. Rowe Price Summit Limited-Term Bond Fund T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price Global Government Income Fund T. Rowe Price International Bond Fund T. Rowe Price Short-Term Global Income Fund T. Rowe Price Emerging Markets Bond Fund T. Rowe Price Income Series, Inc. on behalf of: T. Rowe Price Limited-Term Bond Portfolio T. Rowe Price Personal Strategy Funds, Inc. on behalf of: T. Rowe Price Personal Strategy Balanced Fund T. Rowe Price Personal Strategy Growth Fund T. Rowe Price Personal Strategy Income Fund APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT II. ACCOUNTS SUBJECT TO ERISA The ERISA Rider is applicable to all Customers Under Section II of this Schedule A. T. Rowe Price Trust Company as Trustee for the Johnson Matthey Salaried Savings Plan Common Trust Funds T. Rowe Price Trust company, as Trustee for the International Common Trust Fund on behalf of the Underlying Trusts: Foreign Discovery Trust Foreign Discovery Trust-Augment Pacific Discovery Trust European Discovery Trust Japan Discovery Trust Latin American Discovery Trust New York City International Common Trust Fund III. OTHER No Riders are applicable to the Customer listed under RPFI International Section III of this Partners, L.P. Schedule A. AMENDMENT AGREEMENT AMENDMENT AGREEMENT, dated as of November 1, 1995 (the "Amendment Agreement") to the Global Custody Agreement, effective January 3, 1994, as amended (the "Custody Agreement") by and between each of the Entities listed in Attachment A hereto, separately and individually (each such entity referred to hereinafter as the "Customer") and THE CHASE MANHATTAN BANK, N.A. (the "Bank"). Terms defined in the Custody Agreement are used herein as therein defined. WITNESSETH: WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement; NOW, THEREFORE, the parties hereto agree as follows: 1. Amendment. Section I of Schedule A of the Custody Agreement ("Schedule A") shall be amended to add and delete certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached hereto as Attachment B shall supersede the existing Schedule A in its entirety. 2. Agreement. The Customer agrees to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable thereunder as a "Customer" as defined in the Custody Agreement. 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects. 4. Governing Law. This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles. IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written. THE CHASE MANHATTAN BANK, N.A. /s/Alan R. Naughton By: _________________________________ Alan R. Naughton Vice President EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEPARATELY AND INDIVIDUALLY /s/Carmen F. Deyesu By: _________________________________ Carmen F. Deyesu Treasurer Attachment A LIST OF CUSTOMERS Add the following Funds: T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price Global Stock Fund T. Rowe Price Corporate Income Fund, Inc. T. Rowe Price Health & Life Sciences Fund, Inc. Attachment B Schedule A Page 1 of 2 LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO GLOBAL CUSTODY AGREEMENT WITH THE CHASE MANHATTAN BANK, N.A. DATED JANUARY 3, 1993 APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT I. INVESTMENT COMPANIES/PORTFOLIOS The Mutual Fund Rider is REGISTERED UNDER THE INVESTMENT applicable to all Customers COMPANY ACT OF 1940 listed under Section I of this Schedule A. Equity Funds T. Rowe Price Balanced Fund, Inc. T. Rowe Price Blue Chip Growth Fund, Inc. T. Rowe Price Capital Appreciation Fund T. Rowe Price Capital Opportunity Fund, Inc. T. Rowe Price Dividend Growth Fund, Inc. T. Rowe Price Equity Income Fund T. Rowe Price Growth & Income Fund, Inc. T. Rowe Price Growth Stock Fund, Inc. Institutional International Funds, Inc. on behalf of: Foreign Equity Fund T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price European Stock Fund T. Rowe Price International Discovery Fund T. Rowe Price International Stock Fund T. Rowe Price Japan Fund T. Rowe Price Latin America Fund T. Rowe Price New Asia Fund T. Rowe Price Emerging Markets Stock Fund T. Rowe Price Global Stock Fund T. Rowe Price International Series, Inc., on behalf of: T. Rowe Price International Stock Portfolio T. Rowe Price Mid-Cap Growth Fund, Inc. T. Rowe Price New Era Fund, Inc. T. Rowe Price New Horizons Fund, Inc. T. Rowe Price OTC Fund, Inc. on behalf of: T. Rowe Price OTC Fund T. Rowe Price Science & Technology Fund, Inc. T. Rowe Price Small-Cap Value Fund, Inc. T. Rowe Price Equity Series, Inc. on behalf of: T. Rowe Price Equity Income Portfolio T. Rowe Price New America Growth Portfolio T. Rowe Price Personal Strategy Balanced Portfolio T. Rowe Price New America Growth Fund, Inc. T. Rowe Price Value Fund, Inc. T. Rowe Price Health & Life Sciences Fund, Inc. Attachment B Schedule A Page 1 of 2 Income Funds T. Rowe Price Adjustable Rate U.S. Government Fund, Inc. T. Rowe Price High Yield Fund, Inc. T. Rowe Price New Income Fund, Inc. T. Rowe Price Short-Term Bond Fund, Inc. T. Rowe Price Summit Funds, Inc. on behalf of: T. Rowe Price Summit Limited-Term Bond Fund T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price Global Government Income Fund T. Rowe Price International Bond Fund T. Rowe Price Short-Term Global Income Fund T. Rowe Price Emerging Markets Bond Fund T. Rowe Price Income Series, Inc. on behalf of: T. Rowe Price Limited-Term Bond Portfolio T. Rowe Price Personal Strategy Funds, Inc. on behalf of: T. Rowe Price Personal Strategy Balanced Fund T. Rowe Price Personal Strategy Growth Fund T. Rowe Price Personal Strategy Income Fund T. Rowe Price Corporate Income Fund, Inc. APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT II. ACCOUNTS SUBJECT TO ERISA The ERISA Rider is applicable to all Customers Under Section II of this Schedule A. T. Rowe Price Trust Company as Trustee for the Johnson Matthey Salaried Savings Plan Common Trust Funds T. Rowe Price Trust Company, as Trustee for the International Common Trust Fund on behalf of the Underlying Trusts: Foreign Discovery Trust Foreign Discovery Trust-Augment Pacific Discovery Trust European Discovery Trust Japan Discovery Trust Latin American Discovery Trust New York City International Common Trust Fund III. OTHER No Riders are applicable to the Customer listed under RPFI International Section III of this Partners, L.P. Schedule A. AMENDMENT AGREEMENT The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994, November 28, 1994, May 31, 1995, and November 1, 1995 (the "Custody Agreement"), by and between each of the Entities listed in Attachment A hereto, separately and individually (each such entity referred to hereinafter as the "Customer") and The Chase Manhattan Bank, N.A., which contracts have been assumed by operation of law by THE CHASE MANHATTAN BANK (the "Bank") is hereby further amended, as of July 31, 1996 (the "Amendment Agreement"). Terms defined in the Custody Agreement are used herein as therein defined. WITNESSETH: WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement; NOW, THEREFORE, the parties hereto agree as follows: 1. Amendment. Section I of Schedule A of the Custody Agreement ("Schedule A") shall be amended to add and delete certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached hereto as Attachment B shall supersede the existing Schedule A in its entirety. 2. Agreement. The Customer agrees to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable thereunder as a "Customer" as defined in the Custody Agreement. 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects. 4. Governing Law. This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles. IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written. THE CHASE MANHATTAN BANK /s/Caroline Willson By:_________________________________ Caroline Willson Vice President EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEPARATELY AND INDIVIDUALLY /s/Carmen F. Deyesu By:________________________________ Carmen F. Deyesu Treasurer Attachment A LIST OF CUSTOMERS Add the following Funds: T. Rowe Price Equity Series, Inc. on behalf of: T. Rowe Price Mid-Cap Growth Portfolio T. Rowe Price Financial Services Fund, Inc. Institutional Equity Funds, Inc. on behalf of: Mid-Cap Equity Growth Fund T. Rowe Price Mid-Cap Value Fund, Inc. T. Rowe Price Trust Company, as Trustee for the International Common Trust Fund on behalf of: Emerging Markets Equity Trust Attachment B Schedule A Page 1 of 2 LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO GLOBAL CUSTODY AGREEMENT WITH THE CHASE MANHATTAN BANK, N.A. DATED JANUARY 3, 1994 APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT I. INVESTMENT COMPANIES/PORTFOLIOS The Mutual Fund Rider is REGISTERED UNDER THE INVESTMENT applicable to all Customers COMPANY ACT OF 1940 listed under Section I of this Schedule A. Equity Funds T. Rowe Price Balanced Fund, Inc. T. Rowe Price Blue Chip Growth Fund, Inc. T. Rowe Price Capital Appreciation Fund T. Rowe Price Capital Opportunity Fund, Inc. T. Rowe Price Dividend Growth Fund, Inc. T. Rowe Price Equity Income Fund T. Rowe Price Equity Series, Inc. on behalf of: T. Rowe Price Equity Income Portfolio T. Rowe Price Mid-Cap Growth Portfolio T. Rowe Price New America Growth Portfolio T. Rowe Price Personal Strategy Balanced Portfolio T. Rowe Price Financial Services Fund, Inc. T. Rowe Price Growth & Income Fund, Inc. T. Rowe Price Growth Stock Fund, Inc. T. Rowe Price Health Sciences Fund, Inc. Institutional Equity Funds, Inc. on behalf of: Mid-Cap Equity Growth Fund Institutional International Funds, Inc. on behalf of: Foreign Equity Fund T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price Emerging Markets Stock Fund T. Rowe Price European Stock Fund T. Rowe Price Global Stock Fund T. Rowe Price International Discovery Fund T. Rowe Price International Stock Fund T. Rowe Price Japan Fund T. Rowe Price Latin America Fund T. Rowe Price New Asia Fund T. Rowe Price International Series, Inc., on behalf of: T. Rowe Price International Stock Portfolio T. Rowe Price Mid-Cap Growth Fund, Inc. T. Rowe Price Mid-Cap Value Fund, Inc. T. Rowe Price New America Growth Fund T. Rowe Price New Era Fund, Inc. T. Rowe Price New Horizons Fund, Inc. T. Rowe Price OTC Fund, Inc. on behalf of: T. Rowe Price OTC Fund T. Rowe Price Science & Technology Fund, Inc. T. Rowe Price Small-Cap Value Fund, Inc. T. Rowe Price Value Fund, Inc. Income Funds T. Rowe Price Corporate Income Fund, Inc. T. Rowe Price High Yield Fund, Inc. T. Rowe Price Income Series, Inc. on behalf of: T. Rowe Price Limited-Term Bond Portfolio T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price Emerging Markets Bond Fund T. Rowe Price Global Government Bond Fund T. Rowe Price International Bond Fund T. Rowe Price Short-Term Global Income Fund T. Rowe Price New Income Fund, Inc. T. Rowe Price Personal Strategy Funds, Inc. on behalf of: T. Rowe Price Personal Strategy Balanced Fund T. Rowe Price Personal Strategy Growth Fund T. Rowe Price Personal Strategy Income Fund T. Rowe Price Short-Term Bond Fund, Inc. T. Rowe Price Short-Term U.S. Government Fund, Inc. T. Rowe Price Summit Funds, Inc. on behalf of: T. Rowe Price Summit Limited-Term Bond Fund APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT II. ACCOUNTS SUBJECT TO ERISA The ERISA Rider is applicable to all Customers Under Section II of this Schedule A. T. Rowe Price Trust Company as Trustee for the Johnson Matthey Salaried Savings Plan Common Trust Funds T. Rowe Price Trust Company, as Trustee for the International Common Trust Fund on behalf of the Underlying Trusts: Emerging Markets Equity Trust European Discovery Trust Foreign Discovery Trust Foreign Discovery Trust-Augment Japan Discovery Trust Latin America Discovery Trust Pacific Discovery Trust New York City International Common Trust Fund III. OTHER No Riders are applicable to the Customer listed under RPFI International Section III of this Partners, L.P. Schedule A. AMENDMENT, dated July 17, 1997 to the January 3, 1994 Custody Agreement ("Agreement"), as amended July 31, 1996 ("Amendment Agreement"), by and between each of the Entities listed in Attachment B of the Amendment Agreement, separately and individually (each such entity hereinafter referred to as the "Customer"), and The Chase Manhattan Bank, N.A. whose obligations have since been adopted by The Chase Manhattan Bank ("Bank"), having a place of business at One Chase Manhattan Plaza, New York, N.Y. 10081 It is hereby agreed as follows: Section 1. Except as modified hereby, the Agreement is confirmed in all respects. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Agreement. Section 2. The Agreement is amended as follows by adding the following as new ' 15: (a) "CMBI" shall mean Chase Manhattan Bank International, an indirect wholly-owned subsidiary of Bank, located in Moscow, Russia, and any nominee companies appointed by it. (b) "International Financial Institution" shall mean any bank in the top 1,000 (together with their affiliated companies) as measured by "Tier 1" capital or any broker/dealer in the top 100 as measured by capital. (c) "Negligence" shall mean the failure to exercise "Reasonable Care". (d) "No-Action Letter" shall mean the response of the Securities and Exchange Commission's Office of Chief Counsel of Investment Management, dated April 18, 1995, in respect of the Templeton Russia Fund, Inc. (SEC Ref. No. 95-151-CC, File No. 811-8788) providing "no-action" relief under '17(f) of the Investment Company Act of 1940, as amended, and SEC Rule 17-f5 thereunder, in connection with custody of such Templeton Russia Fund, Inc.'s investments in Russian Securities. (e) "Reasonable Care" shall mean the use of reasonable custodial practices under the applicable circumstances as measured by the custodial practices then prevailing in Russia of International Financial Institutions acting as custodians for their institutional investor clients in Russia. (f) "Registrar Company" shall mean any entity providing share registration services to an issuer of Russian Securities. (g) "Registrar Contact" shall mean a contract between CMBI and a Registrar Company (and as the same may be amended from time to time) containing, inter alia, the contractual provisions described at paragraphs (a)-(e) on pps. 5-6 of the No-Action Letter. (h) "Russian Security" shall mean a Security issued by a Russian issuer. (i) "Share Extract" shall mean: (i) an extract of its share registration books issued by a Registrar Company indicating an investor's ownership of a security; and (ii) a form prepared by CMBI or its agent in those cases where a Registrar Company in unwilling to issue a Share Extract. Section 3. Section 6(a) of the Agreement is amended by adding the following at the end thereof: "With respect to Russia, payment for Russian Securities shall not be made prior to the issuance of the Share Extract relating to such Russian Security. Delivery of Russian Securities may be made in accordance with the customary or established securities trading or securities processing practices and procedures in Russia. Delivery of Russian Securities may also be made in any manner specifically required by Instructions acceptable to the Bank. Customer shall promptly supply such transaction and settlement information as may be requested by Bank or CMBI in connection with particular transactions." Section 4. Section 8 of the Agreement is amended by adding a new paragraph to the end thereof as follows: "It is understood and agreed that Bank need only use its reasonable efforts with respect to performing the functions described in this '8 with respect to Russian Securities." Section 5. Section 12(a)(i) of the Agreement is amended with respect to Russian custody by deleting the phrase "reasonable care" wherever it appears and substituting, in lieu thereof, the phrase "Reasonable Care." Section 6. Section 12(a)(i) of the Agreement is further amended with respect to Russian custody by inserting the following at the end of the first sentence thereof: "provided that, with respect to Russian Securities, Bank's responsibilities shall be limited to safekeeping of relevant Share Extracts." Section 7. Section 12(a)(i) of the Agreement is further amended with respect to Russian custody by inserting the following after the second sentence thereof: "In connection with the foregoing, neither Bank nor CMBI shall assume responsibility for, and neither shall be liable for, any action or inaction of any Registrar Company and no Registrar Company shall be, or shall be deemed to be, Bank, CMBI, a Subcustodian, a securities depository or the employee, agent or personnel of any of the foregoing. To the extent that CMBI employs agents to perform any of the functions to be performed by Bank or CMBI with respect to Russian Securities, neither Bank nor CMBI shall be responsible for any act, omission, default or for the solvency of any such agent unless the appointment of such agent was made with Negligence or in bad faith, or for any loss due to the negligent act of such agent except to the extent that such agent performs in a negligent manner which is the cause of the loss to the Customer and the Bank or CMBI failed to exercise reasonable care in monitoring such agent's performance where Customer has requested and Bank has agreed to accept such monitoring responsibility and except that where Bank or CMBI uses (i) an affiliated nominee or (ii) an agent to perform the share registration or share confirmation functions described in paragraphs (a)-(e) on pps. 5-6 of the No-Action Letter, and, to the extent applicable to CMBI, the share registration functions described on pps. 2-3 of the No-Action Letter, Bank and CMBI shall be liable to Customer as if CMBI were responsible for performing such services itself." Section 8. Section 12(a)(ii) is amended with respect to Russian custody by deleting the word "negligently" and substituting, in lieu thereof, the word "Negligently." Section 9. Section 12(a)(iii) is amended with respect to Russian custody by deleting the word "negligence" and substituting, in lieu thereof, the word "Negligence." Section 10. Add a new Section 16 to the Agreement as follows: (a) Bank will advise Customer (and will update such advice from time to time as changes occur) of those Registrar Companies with which CMBI has entered into a Registrar Contract. Bank shall cause CMBI both to monitor each Registrar Company and to promptly advise Customer when CMBI has actual knowledge of the occurrence of any one or more of the events described in paragraphs (i)-(v) on pps. 8-9 of the No-Action Letter with respect to a Registrar Company that serves in that capacity for any issuer the shares of which are held by Customer. (b) Where Customer is considering investing in the Russian Securities of an issuer as to which CMBI does not have a Registrar Company, Customer may request that Bank ask that CMBI both consider whether it would be willing to attempt to enter into such a Registrar Contract and to advise Customer of its willingness to do so. Where CMBI has agreed to make such an attempt, Bank will advise Customer of the occurrence of any one or more or the events described in paragraphs (i)-(iv) on pps. 8-9 of the No-Action Letter of which CMBI has actual knowledge. (c) Where Customer is considering investing in the Russian Securities of an issuer as to which CMBI has a Registrar Contract with the issuer's Registrar Company, Customer may advise Bank of its interest in investing in such issuer and, in such event, Bank will advise Customer of the occurrence of any one or more of the events described in paragraphs (i)-(v) on pps. 8-9 of the No-Action Letter of which CMBI has actual knowledge. Section 11. Add a new Section 17 to the Agreement as follows: "Customer shall pay for and hold Bank and CMBI harmless from any liability or loss resulting from the imposition or assessment of any taxes (including, but not limited to, state, stamp and other duties) or other governmental charges, and any related expenses with respect to income on Russian Securities." Section 12. Add a new Section 18 to the Agreement as follows: "Customer acknowledges and agrees that CMBI may not be able, in given cases and despite its reasonable efforts, to obtain a Share Extract from a Registrar Company and CMBI shall not be liable in any such even including with respect to any losses resulting from such failure." Section 13. Add a new Section 19 to the Agreement as follows: "Customer acknowledges that it has received, reviewed and understands that Chase market report for Russia, including, but not limited to, the risks described therein." Section 14. Add a new Section 20 to the Agreement as follows: "Subject to the cooperation of a Registrar Company, for at least the first two years following CMBI's first use of a Registrar Company, Bank shall cause CMBI to conduct share confirmations on at least a quarterly basis, although thereafter confirmations may be conducted on a less frequent basis if Customer's Board of Directors, in consultation with CMBI, determines it to be appropriate." Section 15. Add a new Section 21 to the Agreement as follows: "Bank shall cause CMBI to prepare for distribution to Customer's Board of Directors a quarterly report identifying: (i) any concerns it has regarding the Russian share registration system that should be brought to the attention of the Board of Directors; and (ii) the steps CMBI has taken during the reporting period to ensure that Customer's interests continue to be appropriately recorded." Section 16. Add a new Section 22 to the Agreement as follows: "Except as provided in new '16(b), the services to be provided by Bank hereunder will be provided only in relation to Russian Securities for which CMBI has entered into a Registrar Contract with the relevant Registrar Company." ********************* IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written. for EACH CUSTOMER THE CHASE MANHATTAN BANK separately and individually /s/Henry H. Hopkins /s/Helen C. Bairsto Henry H. Hopkins Helen C. Bairsto Vice President Vice President AMENDMENT AGREEMENT The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994, November 28, 1994, May 31, 1995, November 1, 1995, and July 31, 1996 (the "Custody Agreement"), by and between each of the Entities listed in Attachment A hereto, separately and individually (each such entity referred to hereinafter as the "Customer") and The Chase Manhattan Bank, N.A., which contracts have been assumed by operation of law by THE CHASE MANHATTAN BANK (the "Bank") is hereby further amended, as of July 23, 1997 (the "Amendment Agreement"). Terms defined in the Custody Agreement are used herein as therein defined. WITNESSETH: WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement; NOW, THEREFORE, the parties hereto agree as follows: 1. Amendment. Section 1 of Schedule A of the Custody Agreement ("Schedule A") shall be amended to add certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached hereto as Attachment B shall supersede the existing Schedule A in its entirety. 2. Agreement. The Customer agrees to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable thereunder as a "Customer" as defined in the Custody Agreement. 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects. 4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles. IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written. THE CHASE MANHATTAN BANK By: /S/Caroline Willson Caroline Willson Vice President EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEPARATELY AND INDIVIDUALLY By: /s/Carmen F. Deyesu Carmen F. Deyesu Treasurer Attachment A LIST OF CUSTOMERS Add the following Funds: T. Rowe Price Diversified Small-Cap Growth Fund, Inc. T. Rowe Price Media & Telecommunications Fund, Inc. T. Rowe Price Tax-Efficient Balanced Fund, Inc. Change the name of the following Fund: T. Rowe Price OTC Fund, Inc., on behalf of: T. Rowe Price OTC Fund Effective May 1, 1997, the fund name changed to: T. Rowe Price Small-Cap Stock Fund, Inc. Delete the following Fund: T. Rowe Price International Funds, Inc., on behalf of: T. Rowe Price Short-Term Global Income Fund Attachment B Schedule A Page 1 of 3 LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO GLOBAL CUSTODY AGREEMENT WITH THE CHASE MANHATTAN BANK DATED JANUARY 3, 1994 APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT I. INVESTMENT COMPANIES/PORTFOLIOS The Mutual Fund Rider is REGISTERED UNDER THE INVESTMENT applicable to all Customers COMPANY ACT OF 1940 listed under Section I of this Schedule A. Equity Funds T. Rowe Price Balanced Fund, Inc. T. Rowe Price Blue Chip Growth Fund, Inc. T. Rowe Price Capital Appreciation Fund T. Rowe Price Capital Opportunity Fund, Inc. T. Rowe Price Diversified Small-Cap Growth Fund, Inc. T. Rowe Price Dividend Growth Fund, Inc. T. Rowe Price Equity Income Fund T. Rowe Price Equity Series, Inc. on behalf of: T. Rowe Price Equity Income Portfolio T. Rowe Price Mid-Cap Growth Portfolio T. Rowe Price New America Growth Portfolio T. Rowe Price Personal Strategy Balanced Portfolio T. Rowe Price Financial Services Fund, Inc. T. Rowe Price Growth & Income Fund, Inc. T. Rowe Price Growth Stock Fund, Inc. T. Rowe Price Health Sciences Fund, Inc. Institutional Equity Funds, Inc. on behalf of: Mid-Cap Equity Growth Fund Institutional International Funds, Inc. on behalf of: Foreign Equity Fund T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price Emerging Markets Stock Fund T. Rowe Price European Stock Fund T. Rowe Price Global Stock Fund T. Rowe Price International Discovery Fund T. Rowe Price International Stock Fund T. Rowe Price Japan Fund T. Rowe Price Latin America Fund T. Rowe Price New Asia Fund PAGE 69 Attachment B Schedule A Page 2 of 3 APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT T. Rowe Price International Series, Inc. on behalf of: T. Rowe Price International Stock Portfolio T. Rowe Price Media & Telecommunications Fund, Inc. T. Rowe Price Mid-Cap Growth Fund, Inc. T. Rowe Price Mid-Cap Value Fund, Inc. T. Rowe Price New America Growth Fund T. Rowe Price New Era Fund, Inc. T. Rowe Price New Horizons Fund, Inc. T. Rowe Price Science & Technology Fund, Inc. T. Rowe Price Small-Cap Stock Fund, Inc. T. Rowe Price Small-Cap Value Fund, Inc. T. Rowe Price Value Fund, Inc. Income Funds T. Rowe Price Corporate Income Fund, Inc. T. Rowe Price High Yield Fund, Inc. T. Rowe Price Income Series, Inc. on behalf of: T. Rowe Price Limited-Term Bond Portfolio T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price Emerging Markets Bond Fund T. Rowe Price Global Government Bond Fund T. Rowe Price International Bond Fund T. Rowe Price New Income Fund, Inc. T. Rowe Price Personal Strategy Funds, Inc. on behalf of: T. Rowe Price Personal Strategy Balanced Fund T. Rowe Price Personal Strategy Growth Fund T. Rowe Price Personal Strategy Income Fund T. Rowe Price Short-Term Bond Fund, Inc. T. Rowe Price Short-Term U.S. Government Fund, Inc. T. Rowe Price Summit Funds, Inc. on behalf of: T. Rowe Price Summit Limited-Term Bond Fund T. Rowe Price Tax-Efficient Balanced Fund, Inc. Attachment B Schedule A Page 3 of 3 APPLICABLE RIDERS TO APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT II. ACCOUNTS SUBJECT TO ERISA The ERISA Rider is applicable to all Customers Under Section II of this Schedule A. T. Rowe Price Trust Company as Trustee for the Johnson Matthey Salaried Savings Plan Common Trust Funds T. Rowe Price Trust Company, as Trustee for the International Common Trust Fund on behalf of the Underlying Trusts: Emerging Markets Equity Trust European Discovery Trust Foreign Discovery Trust Foreign Discovery Trust - Augment Japan Discovery Trust Latin America Discovery Trust Pacific Discovery Trust New York City International Common Trust Fund III. OTHER RPFI International Partners, L.P. No Riders are applicable to the Customer listed under Section III of this Schedule A. AMENDMENT, dated July 23, 1997, to the Custody Agreement ("Agreement"), dated January 3, 1994, between The Chase Manhattan Bank (as successor to The Chase Manhattan Bank, N.A.), having an office at 270 Park Avenue, New York, NY 10017-2070 and certain T. Rowe Price funds. It is agreed as follows: 1. The third line of '8 of the Agreement is deleted and the following is inserted, in lieu thereof: Bank shall provide proxy voting services in accordance with the terms of the proxy voting services rider ("Proxy Rider") annexed hereto as Exhibit 1. Proxy voting services may be provided by Bank or, in whole or in part, by one or more third parties appointed by Bank (which may be Affiliates of Bank). 2. Except as modified hereby, the Agreement is confirmed in all respects. IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written. EACH OF THE CUSTOMERS, INDIVIDUALLY THE CHASE MANHATTAN AND SEPARATELY LISTED ON SECTION 1 OF BANK SCHEDULE A HERETO By:/s/Henry H. Hopkins By:/s/Helen C. Bairsto Henry H. Hopkins Helen C. Bairsto Vice President Vice President EACH OF THE CUSTOMERS, INDIVIDUALLY AND SEPARATELY LISTED ON SECTION 2 OF SCHEDULE A HERETO By:/s/Nancy M. Morris Nancy M. Morris Vice President Exhibit 1 GLOBAL PROXY SERVICE RIDER TO GLOBAL CUSTODY AGREEMENT BETWEEN THE CHASE MANHATTAN BANK AND CERTAIN T. ROWE PRICE FUNDS DATED 3RD JANUARY, 1994 1. Global Proxy Services ("Proxy Services") shall be provided for the countries listed in the procedures and guidelines ("Procedures") furnished to the Customer, as the same may be amended by Bank from time to time on prior notice to Customer. The Procedures are incorporated by reference herein and form a part of this Rider. 2. Proxy Services shall consist of those elements as set forth in the Procedures, and shall include (a) notifications ("Notifications") by Bank to Customer of the dates of pending shareholder meetings, resolutions to be voted upon and the return dates as may be received by Bank or provided to Bank by its Subcustodians or third parties, and (b) voting by Bank of proxies based on Customer directions. Original proxy materials or copies thereof shall not be provided. Notifications shall generally be in English and, where necessary, shall be summarized and translated from such non-English materials as have been made available to Bank or its Subcustodian. In this respect Bank=s only obligation is to provide information from sources it believes to be reliable and/or to provide materials summarized and/or translated in good faith. Bank reserves the right to provide Notifications, or parts thereof, in the language received. Upon reasonable advance request by Customer, backup information relative to Notifications, such as annual reports, explanatory material concerning resolutions, management recommendations or other material relevant to the exercise of proxy voting rights shall be provided as available, but without translation. 3. While Bank shall attempt to provide accurate and complete Notifications, whether or not translated, Bank shall not be liable for any losses or other consequences that may result from reliance by Customer upon Notifications where Bank prepared the same in good faith. 4. Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements or otherwise under the Agreement, in performing Proxy Services Bank shall be acting solely as the agent of Customer, and shall not exercise any discretion with regard to such Proxy Services. 5. Proxy voting may be precluded or restricted in a variety of circumstances, including, without limitation, where the relevant Securities are: (I) on loan; (ii) at registrar for registration or reregistration; (iii) the subject of a conversion or other corporate action; (iv) not held in a name subject to the control of Bank or its Subcustodian or are otherwise held in a manner which precludes voting; (v) not capable of being voted on account of local market regulations or practices or restrictions by the issuer; or (vi) held in a margin or collateral account. 6. Customer acknowledges that in certain countries Bank may be unable to vote individual proxies but shall only be able to vote proxies on a net basis (e.g., a net yes or no vote given the voting instructions received from all customers). 7. Customer shall not make any use of the information provided hereunder, except in connection with the funds or plans covered hereby, and shall in no event sell, license, give or otherwise make the information provided hereunder available, to any third party, and shall not directly or indirectly compete with Bank or diminish the market for Proxy Services by provision of such information, in whole or in part, for compensation or otherwise, to any third party. 8. The names of Authorized Persons for Proxy Services shall be furnished to Bank in accordance with '10 of the Agreement. Proxy Services fees shall be as separately agreed. SCHEDULE A SECTION 1 T. Rowe Price Balanced Fund, Inc. T. Rowe Price Blue Chip Growth Fund, Inc. T. Rowe Price Capital Appreciation Fund T. Rowe Price Capital Opportunity Fund, Inc. T. Rowe Price Corporate Income Fund, Inc. T. Rowe Price Diversified Small-Cap Growth Fund, Inc. T. Rowe Price Dividend Growth Fund, Inc. T. Rowe Price Equity Income Fund T. Rowe Price Equity Series, Inc. on behalf of: T. Rowe Price Mid-Cap Growth Portfolio T. Rowe Price New America Growth Portfolio T. Rowe Price Personal Strategy Balanced Portfolio T. Rowe Price Financial Services Fund, Inc. T. Rowe Price Growth & Income Fund, Inc. T. Rowe Price Growth Stock Fund, Inc. T. Rowe Price Health Sciences Fund, Inc. T. Rowe Price High Yield Fund, Inc. T. Rowe Price Income Series, Inc. on behalf of: T. Rowe Price Limited Term Bond Portfolio Institutional Equity Funds, Inc. on behalf of: Mid-Cap Equity Growth Fund T. Rowe Price Media & Telecommunications Fund, Inc. T. Rowe Price Mid-Cap Growth Fund, Inc. T. Rowe Price Mid-Cap Value Fund, Inc. T. Rowe Price New America Growth Fund, Inc. T. Rowe Price New Era Fund, Inc. T. Rowe Price New Horizons Fund, Inc. T. Rowe Price New Income Fund, Inc. T. Rowe Price Personal Strategy Funds, Inc. on behalf of: T. Rowe Price Personal Strategy Balanced Fund T. Rowe Price Personal Strategy Growth Fund T. Rowe Price Personal Strategy Income Fund T. Rowe Price Science & Technology Fund, Inc. T. Rowe Price Short-Term Bond Fund, Inc. T. Rowe Price Short-Term U.S. Government Fund, Inc. T. Rowe Price Small-Cap Stock Fund, Inc. T. Rowe Price Small-Cap Value Fund, Inc. T. Rowe Price Summit Funds, Inc. on behalf of: T. Rowe Price Summit Limited-Term Bond Fund T. Rowe Price Tax-Efficient Balanced Fund, Inc. T. Rowe Price Value Fund, Inc. SECTION 2 NYC International Common Trust Fund AMENDMENT, dated October 29, 1997, to the Custody Agreement ("Agreement"), dated January 3, 1994, between The Chase Manhattan Bank (as successor to The Chase Manhattan Bank, N.A.), having an office at 270 Park Avenue, New York, NY 10017-2070 and certain T. Rowe Price funds. It is agreed as follows: 1. The third line of '8 of the Agreement is deleted and the following is inserted, in lieu thereof: Bank shall provide proxy voting services in accordance with the terms of the proxy voting services rider ("Proxy Rider") annexed hereto as Exhibit 1. Proxy voting services may be provided by Bank or, in whole or in part, by one or more third parties appointed by Bank (which may be Affiliates of Bank). 2. Except as modified hereby, the Agreement is confirmed in all respects. IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written. EACH OF THE CUSTOMERS, INDIVIDUALLY THE CHASE MANHATTAN AND SEPARATELY LISTED ON SECTION 1 OF BANK SCHEDULE A HERETO By:/s/Henry H. Hopkins By:/s/Helen C. Bairsto Henry H. Hopkins Helen C. Bairsto Vice President Vice President EACH OF THE CUSTOMERS, INDIVIDUALLY AND SEPARATELY LISTED ON SECTION 2 OF SCHEDULE A HERETO By:/s/Nancy M. Morris Nancy M. Morris Vice President GLOBAL PROXY SERVICE RIDER TO GLOBAL CUSTODY AGREEMENT BETWEEN THE CHASE MANHATTAN BANK AND CERTAIN T. ROWE PRICE FUNDS DATED 3RD JANUARY, 1994 1. Global Proxy Services ("Proxy Services") shall be provided for the countries listed in the procedures and guidelines ("Procedures") furnished to the Customer, as the same may be amended by Bank from time to time on prior notice to Customer. The Procedures are incorporated by reference herein and form a part of this Rider. 2. Proxy Services shall consist of those elements as set forth in the Procedures, and shall include (a) notifications ("Notifications") by Bank to Customer of the dates of pending shareholder meetings, resolutions to be voted upon and the return dates as may be received by Bank or provided to Bank by its Subcustodians or third parties, and (b) voting by Bank of proxies based on Customer directions. Original proxy materials or copies thereof shall not be provided. Notifications shall generally be in English and, where necessary, shall be summarized and translated from such non-English materials as have been made available to Bank or its Subcustodian. In this respect Bank=s only obligation is to provide information from sources it believes to be reliable and/or to provide materials summarized and/or translated in good faith. Bank reserves the right to provide Notifications, or parts thereof, in the language received. Upon reasonable advance request by Customer, backup information relative to Notifications, such as annual reports, explanatory material concerning resolutions, management recommendations or other material relevant to the exercise of proxy voting rights shall be provided as available, but without translation. 3. While Bank shall attempt to provide accurate and complete Notifications, whether or not translated, Bank shall not be liable for any losses or other consequences that may result from reliance by Customer upon Notifications where Bank prepared the same in good faith. 4. Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements or otherwise under the Agreement, in performing Proxy Services Bank shall be acting solely as the agent of Customer, and shall not exercise any discretion with regard to such Proxy Services. 5. Proxy voting may be precluded or restricted in a variety of circumstances, including, without limitation, where the relevant Securities are: (I) on loan; (ii) at registrar for registration or reregistration; (iii) the subject of a conversion or other corporate action; (iv) not held in a name subject to the control of Bank or its Subcustodian or are otherwise held in a manner which precludes voting; (v) not capable of being voted on account of local market regulations or practices or restrictions by the issuer; or (vi) held in a margin or collateral account. 6. Customer acknowledges that in certain countries Bank may be unable to vote individual proxies but shall only be able to vote proxies on a net basis (e.g., a net yes or no vote given the voting instructions received from all customers). 7. Customer shall not make any use of the information provided hereunder, except in connection with the funds or plans covered hereby, and shall in no event sell, license, give or otherwise make the information provided hereunder available, to any third party, and shall not directly or indirectly compete with Bank or diminish the market for Proxy Services by provision of such information, in whole or in part, for compensation or otherwise, to any third party. 8. The names of Authorized Persons for Proxy Services shall be furnished to Bank in accordance with '10 of the Agreement. Proxy Services fees shall be as separately agreed. SCHEDULE A SECTION 1 T. Rowe Price Balanced Fund, Inc. T. Rowe Price Blue Chip Growth Fund, Inc. T. Rowe Price Capital Appreciation Fund T. Rowe Price Capital Opportunity Fund, Inc. T. Rowe Price Corporate Income Fund, Inc. T. Rowe Price Diversified Small-Cap Growth Fund, Inc. T. Rowe Price Dividend Growth Fund, Inc. T. Rowe Price Equity Income Fund T. Rowe Price Equity Series, Inc. on behalf of: T. Rowe Price Mid-Cap Growth Portfolio T. Rowe Price New America Growth Portfolio T. Rowe Price Personal Strategy Balanced Portfolio T. Rowe Price Financial Services Fund, Inc. T. Rowe Price Growth & Income Fund, Inc. T. Rowe Price Growth Stock Fund, Inc. T. Rowe Price Health Sciences Fund, Inc. T. Rowe Price High Yield Fund, Inc. T. Rowe Price Income Series, Inc. on behalf of: T. Rowe Price Limited Term Bond Portfolio Institutional Equity Funds, Inc. on behalf of: Mid-Cap Equity Growth Fund T. Rowe Price Media & Telecommunications Fund, Inc. T. Rowe Price Mid-Cap Growth Fund, Inc. T. Rowe Price Mid-Cap Value Fund, Inc. T. Rowe Price New America Growth Fund, Inc. T. Rowe Price New Era Fund, Inc. T. Rowe Price New Horizons Fund, Inc. T. Rowe Price New Income Fund, Inc. T. Rowe Price Personal Strategy Funds, Inc. on behalf of: T. Rowe Price Personal Strategy Balanced Fund T. Rowe Price Personal Strategy Growth Fund T. Rowe Price Personal Strategy Income Fund T. Rowe Price Real Estate Fund, Inc. T. Rowe Price Science & Technology Fund, Inc. T. Rowe Price Short-Term Bond Fund, Inc. T. Rowe Price Short-Term U.S. Government Fund, Inc. T. Rowe Price Small-Cap Stock Fund, Inc. T. Rowe Price Small-Cap Value Fund, Inc. T. Rowe Price Summit Funds, Inc. on behalf of: T. Rowe Price Summit Limited-Term Bond Fund T. Rowe Price Tax-Efficient Balanced Fund, Inc. T. Rowe Price Value Fund, Inc. SECTION 2 NYC International Common Trust Fund AMENDMENT AGREEMENT The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994, November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, and July 23, 1997 (the "Custody Agreement"), by and between each of the Entities listed in Attachment A hereto, separately and individually (each such entity referred to hereinafter as the "Customer") and The Chase Manhattan Bank, N.A., which contracts have been assumed by operation of law by THE CHASE MANHATTAN BANK (the "Bank") is hereby further amended, as of October 29, 1997 (the "Amendment Agreement"). Terms defined in the Custody Agreement are used herein as therein defined. WITNESSETH: WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement; NOW, THEREFORE, the parties hereto agree as follows: 1. Amendment. Section 1 of Schedule A of the Custody Agreement ("Schedule A") shall be amended to add certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached hereto as Attachment B shall supersede the existing Schedule A in its entirety. 2. Agreement. The Customer agrees to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable thereunder as a "Customer" as defined in the Custody Agreement. 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects. 4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles. IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written. THE CHASE MANHATTAN BANK By: /s/Helen C. Bairsto Helen C. Bairsto Vice President EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEPARATELY AND INDIVIDUALLY By: /s/Carmen F. Deyesu Carmen F. Deyesu Treasurer Attachment A LIST OF CUSTOMERS Add the following Fund: T. Rowe Price Real Estate Fund, Inc. Attachment B Schedule A Page 1 of 3 LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO GLOBAL CUSTODY AGREEMENT WITH THE CHASE MANHATTAN BANK DATED JANUARY 3, 1994 APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT I. INVESTMENT COMPANIES/PORTFOLIOS The Mutual Fund Rider is REGISTERED UNDER THE INVESTMENT applicable to all Customers COMPANY ACT OF 1940 listed under Section I of this Schedule A. Equity Funds T. Rowe Price Balanced Fund, Inc. T. Rowe Price Blue Chip Growth Fund, Inc. T. Rowe Price Capital Appreciation Fund T. Rowe Price Capital Opportunity Fund, Inc. T. Rowe Price Diversified Small-Cap Growth Fund, Inc. T. Rowe Price Dividend Growth Fund, Inc. T. Rowe Price Equity Income Fund T. Rowe Price Equity Series, Inc. on behalf of: T. Rowe Price Equity Income Portfolio T. Rowe Price Mid-Cap Growth Portfolio T. Rowe Price New America Growth Portfolio T. Rowe Price Personal Strategy Balanced Portfolio T. Rowe Price Financial Services Fund, Inc. T. Rowe Price Growth & Income Fund, Inc. T. Rowe Price Growth Stock Fund, Inc. T. Rowe Price Health Sciences Fund, Inc. Institutional Equity Funds, Inc. on behalf of: Mid-Cap Equity Growth Fund Institutional International Funds, Inc. on behalf of: Foreign Equity Fund T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price Emerging Markets Stock Fund T. Rowe Price European Stock Fund T. Rowe Price Global Stock Fund T. Rowe Price International Discovery Fund T. Rowe Price International Stock Fund T. Rowe Price Japan Fund T. Rowe Price Latin America Fund T. Rowe Price New Asia Fund Attachment B Schedule A Page 2 of 3 APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT T. Rowe Price International Series, Inc. on behalf of: T. Rowe Price International Stock Portfolio T. Rowe Price Media & Telecommunications Fund, Inc. T. Rowe Price Mid-Cap Growth Fund, Inc. T. Rowe Price Mid-Cap Value Fund, Inc. T. Rowe Price New America Growth Fund T. Rowe Price New Era Fund, Inc. T. Rowe Price New Horizons Fund, Inc. T. Rowe Price Real Estate Fund, Inc. T. Rowe Price Science & Technology Fund, Inc. T. Rowe Price Small-Cap Stock Fund, Inc. T. Rowe Price Small-Cap Value Fund, Inc. T. Rowe Price Value Fund, Inc. Income Funds T. Rowe Price Corporate Income Fund, Inc. T. Rowe Price High Yield Fund, Inc. T. Rowe Price Income Series, Inc. on behalf of: T. Rowe Price Limited-Term Bond Portfolio T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price Emerging Markets Bond Fund T. Rowe Price Global Government Bond Fund T. Rowe Price International Bond Fund T. Rowe Price New Income Fund, Inc. T. Rowe Price Personal Strategy Funds, Inc. on behalf of: T. Rowe Price Personal Strategy Balanced Fund T. Rowe Price Personal Strategy Growth Fund T. Rowe Price Personal Strategy Income Fund T. Rowe Price Short-Term Bond Fund, Inc. T. Rowe Price Short-Term U.S. Government Fund, Inc. T. Rowe Price Summit Funds, Inc. on behalf of: T. Rowe Price Summit Limited-Term Bond Fund T. Rowe Price Tax-Efficient Balanced Fund, Inc. Attachment B Schedule A Page 3 of 3 APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT II. ACCOUNTS SUBJECT TO ERISA The ERISA Rider is applicable to all Customers Under Section II of this Schedule A. T. Rowe Price Trust Company as Trustee for the Johnson Matthey Salaried Employee Savings Plan Common Trust Funds T. Rowe Price Trust Company, as Trustee for the International Common Trust Fund on behalf of the Underlying Trusts: Emerging Markets Equity Trust European Discovery Trust Foreign Discovery Trust Foreign Discovery Trust - Augment Japan Discovery Trust Latin America Discovery Trust Pacific Discovery Trust New York City International Common Trust Fund III. OTHER RPFI International Partners, L.P. No Riders are applicable to the Customer listed under Section III of this Schedule A. AMENDMENT AGREEMENT TO RUSSIAN RIDER TO THE GLOBAL CUSTODY AGREEMENT AMENDMENT to Attachment B of Global Custody Agreement dated January 3, 1994, as amended July 23, 1997, is hereby further amended as of September 3, 1997. NOW, THEREFORE, the parties hereto agree as follows: 1. Amendment. Amend Attachment B to consist of the following funds when pertaining to the Russian Rider dated July 17, 1997: Institutional International Funds, Inc., on behalf of: Foreign Equity Fund T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price Emerging Markets Bond Fund T. Rowe Price Emerging Markets Stock Fund T. Rowe Price European Stock Fund T. Rowe Price Global Government Bond Fund T. Rowe Price Global Stock Fund T. Rowe Price International Bond Fund T. Rowe Price International Discovery Fund T. Rowe Price International Stock Fund T. Rowe Price Japan Fund T. Rowe Price Latin America Fund T. Rowe Price New Asia Fund T. Rowe Price International Series, Inc. on behalf of: T. Rowe Price International Stock Portfolio IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written. THE CHASE MANHATTAN BANK EACH OF THE PARTIES LISTED ABOVE By: /s/Helen C. Bairsto By:/s/Henry H. Hopkins Helen C. Bairsto Henry H. Hopkins Vice President Vice President AMENDMENT AGREEMENT The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994, November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, and October 29, 1997 (the "Custody Agreement"), by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the "Customer") and The Chase Manhattan Bank, N.A., which contracts have been assumed by operation of law by THE CHASE MANHATTAN BANK (the "Bank") is hereby further amended, as of December 15, 1998 (the "Amendment Agreement"). Terms defined in the Custody Agreement are used herein as therein defined. WITNESSETH: WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement; NOW, THEREFORE, the parties hereto agree as follows: 1. Amendment. Sections 1 and 3 of Schedule A of the Custody Agreement ---------- ("Schedule A") shall be amended to add or change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety. 2. Agreement. The Customer agrees to be bound in all respects by all the ---------- terms and conditions of the Custody Agreement and shall be fully liable thereunder as a "Customer" as defined in the Custody Agreement. 3. Confirmation of Agreement. Except as amended hereby, the Custody -------------------------- Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects. 4. Governing Law. This Amendment Agreement shall be construed in accordance -------------- with and governed by the law of the State of New York without regard to its conflict of law principles. IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written. THE CHASE MANHATTAN BANK /s/Joseph M. Rondinelli By: _____________________________________ Joseph M. Rondinelli Vice President EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEVERALLY AND NOT JOINTLY /s/Henry H. Hopkins By: _____________________________________ Henry H. Hopkins Vice President Attachment A LIST OF CUSTOMERS Change the name of the following Fund: - -------------------------------------- T. Rowe Price Global Government Bond Fund Effective May 1, 1998, the fund name changed to: T. Rowe Price Global Bond Fund Add the following Fund: - ----------------------- T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price International Growth & Income Fund Add the following Funds to the Russian Rider: - --------------------------------------------- T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price International Growth & Income Fund RPFI International Partners, L.P. Schedule A Page 1 of 3 LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO GLOBAL CUSTODY AGREEMENT WITH THE CHASE MANHATTAN BANK DATED JANUARY 3, 1994 APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT I. INVESTMENT COMPANIES/PORTFOLIOS The Mutual Fund Rider is REGISTERED UNDER THE INVESTMENT applicable to all Customers COMPANY ACT OF 1940 listed under Section I of this Schedule A. Equity Funds ------------ T. Rowe Price Balanced Fund, Inc. Global Proxy Service Rider T. Rowe Price Blue Chip Growth Fund, Inc. Global Proxy Service Rider T. Rowe Price Capital Appreciation Fund Global Proxy Service Rider T. Rowe Price Capital Opportunity Fund, Inc. Global Proxy Service Rider T. Rowe Price Diversified Small-Cap Growth Fund, Inc. Global Proxy Service Rider T. Rowe Price Dividend Growth Fund, Inc. Global Proxy Service Rider T. Rowe Price Equity Income Fund Global Proxy Service Rider T. Rowe Price Equity Series, Inc. on behalf of: T. Rowe Price Equity Income Portfolio T. Rowe Price Mid-Cap Growth Portfolio Global Proxy Service Rider T. Rowe Price New America Growth Portfolio Global Proxy Service Rider T. Rowe Price Personal Strategy Balanced Portfolio Global Proxy Service Rider T. Rowe Price Financial Services Fund, Inc. Global Proxy Service Rider T. Rowe Price Growth & Income Fund, Inc. Global Proxy Service Rider T. Rowe Price Growth Stock Fund, Inc. Global Proxy Service Rider T. Rowe Price Health Sciences Fund, Inc. Global Proxy Service Rider Institutional Equity Funds, Inc. on behalf of: Mid-Cap Equity Growth Fund Global Proxy Service Rider Institutional International Funds, Inc. on behalf of: Foreign Equity Fund Russian Rider T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price Emerging Markets Stock Fund Russian Rider T. Rowe Price European Stock Fund Russian Rider T. Rowe Price Global Stock Fund Russian Rider T. Rowe Price International Discovery Fund Russian Rider T. Rowe Price International Growth & Income Fund Russian Rider T. Rowe Price International Stock Fund Russian Rider T. Rowe Price Japan Fund Russian Rider T. Rowe Price Latin America Fund Russian Rider T. Rowe Price New Asia Fund Russian Rider Schedule A Page 2 of 3 APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT T. Rowe Price International Series, Inc. on behalf of: T. Rowe Price International Stock Portfolio Russian Rider T. Rowe Price Media & Telecommunications Fund, Inc. Global Proxy Service Rider T. Rowe Price Mid-Cap Growth Fund, Inc. Global Proxy Service Rider T. Rowe Price Mid-Cap Value Fund, Inc. Global Proxy Service Rider T. Rowe Price New America Growth Fund Global Proxy Service Rider T. Rowe Price New Era Fund, Inc. Global Proxy Service Rider T. Rowe Price New Horizons Fund, Inc. Global Proxy Service Rider T. Rowe Price Real Estate Fund, Inc. Global Proxy Service Rider T. Rowe Price Science & Technology Fund, Inc. Global Proxy Service Rider T. Rowe Price Small-Cap Stock Fund, Inc. Global Proxy Service Rider T. Rowe Price Small-Cap Value Fund, Inc. Global Proxy Service Rider T. Rowe Price Value Fund, Inc. Global Proxy Service Rider Income Funds ------------ T. Rowe Price Corporate Income Fund, Inc. Global Proxy Service Rider T. Rowe Price High Yield Fund, Inc. Global Proxy Service Rider T. Rowe Price Income Series, Inc. on behalf of: T. Rowe Price Limited-Term Bond Portfolio Global Proxy Service Rider T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price Emerging Markets Bond Fund Russian Rider T. Rowe Price Global Bond Fund Russian Rider T. Rowe Price International Bond Fund Russian Rider T. Rowe Price New Income Fund, Inc. Global Proxy Service Rider T. Rowe Price Personal Strategy Funds, Inc. on behalf of: T. Rowe Price Personal Strategy Balanced Fund Global Proxy Service Rider T. Rowe Price Personal Strategy Growth Fund Global Proxy Service Rider T. Rowe Price Personal Strategy Income Fund Global Proxy Service Rider T. Rowe Price Short-Term Bond Fund, Inc. Global Proxy Service Rider T. Rowe Price Short-Term U.S. Government Fund, Inc. Global Proxy Service Rider T. Rowe Price Summit Funds, Inc. on behalf of: T. Rowe Price Summit Limited-Term Bond Fund Global Proxy Service Rider T. Rowe Price Tax-Efficient Balanced Fund, Inc. Global Proxy Service Rider Schedule A Page 3 of 3 APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT II. ACCOUNTS SUBJECT TO ERISA The ERISA Rider is applicable to all Customers Under Section II of this Schedule A. T. Rowe Price Trust Company, as Trustee for the Johnson Matthey Salaried Employee Savings Plan Common Trust Funds ------------------ T. Rowe Price Trust Company, as Trustee for the International Common Trust Fund on behalf of the Underlying Trusts: Emerging Markets Equity Trust European Discovery Trust Foreign Discovery Trust Foreign Discovery Trust - Augment Japan Discovery Trust Latin America Discovery Trust Pacific Discovery Trust New York City International Common Trust Fund Global Proxy Service Rider III. OTHER RPFI International Partners, L.P. Russian Rider AMENDMENT AGREEMENT The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994, November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October 29, 1997 and December 15, 1998 (the "Custody Agreement") by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the "Customer") and The Chase Manhattan Bank, N.A., whose contracts have been assumed by THE CHASE MANHATTAN BANK (the "Bank") is hereby further amended, as of October 6, 1999 (the "Amendment Agreement"). Terms defined in the Custody Agreement are used herein as therein defined. WITNESSETH: WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement; NOW, THEREFORE, the parties hereto agree as follows: 1.Amendment. Sections I, II and III of Schedule A of the Custody Agreement ---------- ("Schedule A") shall be amended to add or change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety. 2. Agreement. The Customer and Bank agree to be bound in all respects by all the - ---------- terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a "Customer" and "Bank," respectively, as defined in the Custody Agreement. 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is - ------------ -- --------- in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects. 4. Governing Law: This Amendment Agreement shall be construed in accordance with - --------- ---- and governed by the law of the State of New York without regard to its conflict of law principles. IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written. THE CHASE MANHATTAN BANK /s/Joseph M. Rondinelli By: ____________________________________ Joseph M. Rondinelli Vice President EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEVERALLY AND NOT JOINTLY /s/Henry H. Hopkins By: ____________________________________ Henry H. Hopkins Vice President ATTACHMENT A PAGE 1 OF 2 LIST OF CUSTOMERS Change the name of the following Fund: - ------------------------------------- T. Rowe Price Tax-Efficient Balanced Fund, Inc. Effective May 27, 1999, the fund name changed to: T. Rowe Price Tax-Efficient Funds, Inc., on behalf of T. Rowe Price Tax-Efficient Balanced Fund Add the following Fund: - ----------------------- T. Rowe Price Tax-Efficient Funds, Inc., on behalf of: T. Rowe Price Tax-Efficient Growth Fund Add the following Trusts: - ------------------------ T. Rowe Price Trust Company, as Trustee for the International Common Trust Fund, on behalf of the Underlying Trusts: Foreign Discovery Trust - B International Small-Cap Trust Delete the following Trust: - -------------------------- New York City International Common Trust Fund Add the following Funds/Trusts/Limited Partnerships to the Global Proxy Service - ------------------------------------------------------------------------------- Rider: - ----- T. Rowe Price Equity Series, Inc. T. Rowe Price Equity Income Portfolio T. Rowe Price Tax-Efficient Funds, Inc., on behalf of T. Rowe Price Tax-Efficient Growth Fund Institutional International Funds, Inc., on behalf of Foreign Equity Fund ATTACHMENT A PAGE 2 OF 2 T. Rowe Price International Funds, Inc., on behalf of T. Rowe Price Emerging Markets Stock Fund T. Rowe Price Emerging Markets Bond Fund T. Rowe Price European Stock Fund T. Rowe Price Global Bond Fund T. Rowe Price Global Stock Fund T. Rowe Price International Bond Fund T. Rowe Price International Discovery Fund T. Rowe Price International Growth & Income Fund T. Rowe Price International Stock Fund T. Rowe Price Japan Fund T. Rowe Price Latin America Fund T. Rowe Price New Asia Fund T. Rowe Price International Series, Inc., on behalf of T. Rowe Price International Stock Portfolio T. Rowe Price Trust Company, as Trustee for the International Common Trust Fund on behalf of the Underlying Trusts: Emerging Markets Equity Trust European Discovery Trust Foreign Discovery Trust Foreign Discovery Trust - Augment Foreign Discovery Trust - B International Small-Cap Trust Japan Discovery Trust Latin America Discovery Trust Pacific Discovery Trust RPFI International Partners, L.P. SCHEDULE A PAGE 1 OF 3 LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO GLOBAL CUSTODY AGREEMENT WITH THE CHASE MANHATTAN BANK DATED JANUARY 3, 1994 APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT I. INVESTMENT COMPANIES/PORTFOLIOS The Mutual Fund Rider is applicable to REGISTERED UNDER THE INVESTMENT all Customers listed under Section I of COMPANY ACT OF 1940 this Schedule A. Equity Funds ------------ T. Rowe Price Balanced Fund, Inc. Global Proxy Service Rider T. Rowe Price Blue Chip Growth Fund, Inc. Global Proxy Service Rider T. Rowe Price Capital Appreciation Fund Global Proxy Service Rider T. Rowe Price Capital Opportunity Fund, Inc. Global Proxy Service Rider T. Rowe Price Diversified Small-Cap Growth Fund, Inc. Global Proxy Service Rider T. Rowe Price Dividend Growth Fund, Inc. Global Proxy Service Rider T. Rowe Price Equity Income Fund Global Proxy Service Rider T. Rowe Price Equity Series, Inc. on behalf of: T. Rowe Price Equity Income Portfolio Global Proxy Service Rider T. Rowe Price Mid-Cap Growth Portfolio Global Proxy Service Rider T. Rowe Price New America Growth Portfolio Global Proxy Service Rider T. Rowe Price Personal Strategy Balanced Portfolio Global Proxy Service Rider T. Rowe Price Financial Services Fund, Inc. Global Proxy Service Rider T. Rowe Price Growth & Income Fund, Inc. Global Proxy Service Rider T. Rowe Price Growth Stock Fund, Inc. Global Proxy Service Rider T. Rowe Price Health Sciences Fund, Inc. Global Proxy Service Rider Institutional Equity Funds, Inc. on behalf of: Mid-Cap Equity Growth Fund Global Proxy Service Rider Institutional International Funds, Inc. on behalf of: Foreign Equity Fund Global Proxy Service and Russian Rider T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price Emerging Markets Stock Fund Global Proxy Service and Russian Rider T. Rowe Price European Stock Fund Global Proxy Service and Russian Rider T. Rowe Price Global Stock Fund Global Proxy Service and Russian Rider T. Rowe Price International Discovery Fund Global Proxy Service and Russian Rider T. Rowe Price International Growth & Income Fund Global Proxy Service and Russian Rider T. Rowe Price International Stock Fund Global Proxy Service and Russian Rider T. Rowe Price Japan Fund Global Proxy Service and Russian Rider T. Rowe Price Latin America Fund Global Proxy Service and Russian Rider T. Rowe Price New Asia Fund Global Proxy Service and Russian Rider SCHEDULE A PAGE 2 OF 3 APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT T. Rowe Price International Series, Inc. on behalf of: T. Rowe Price International Stock Portfolio Global Proxy Service and Russian Rider T. Rowe Price Media & Telecommunications Fund, Inc. Global Proxy Service Rider T. Rowe Price Mid-Cap Growth Fund, Inc. Global Proxy Service Rider T. Rowe Price Mid-Cap Value Fund, Inc. Global Proxy Service Rider T. Rowe Price New America Growth Fund Global Proxy Service Rider T. Rowe Price New Era Fund, Inc. Global Proxy Service Rider T. Rowe Price New Horizons Fund, Inc. Global Proxy Service Rider T. Rowe Price Real Estate Fund, Inc. Global Proxy Service Rider T. Rowe Price Science & Technology Fund, Inc. Global Proxy Service Rider T. Rowe Price Small-Cap Stock Fund, Inc. Global Proxy Service Rider T. Rowe Price Small-Cap Value Fund, Inc. Global Proxy Service Rider T. Rowe Price Value Fund, Inc. Global Proxy Service Rider Income Funds ------------ T. Rowe Price Corporate Income Fund, Inc. Global Proxy Service Rider T. Rowe Price High Yield Fund, Inc. Global Proxy Service Rider T. Rowe Price Income Series, Inc. on behalf of: T. Rowe Price Limited-Term Bond Portfolio Global Proxy Service Rider T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price Emerging Markets Bond Fund Global Proxy Service and Russian Rider T. Rowe Price Global Bond Fund Global Proxy Service and Russian Rider T. Rowe Price International Bond Fund Global Proxy Service and Russian Rider T. Rowe Price New Income Fund, Inc. Global Proxy Service Rider T. Rowe Price Personal Strategy Funds, Inc. on behalf of: T. Rowe Price Personal Strategy Balanced Fund Global Proxy Service Rider T. Rowe Price Personal Strategy Growth Fund Global Proxy Service Rider T. Rowe Price Personal Strategy Income Fund Global Proxy Service Rider T. Rowe Price Short-Term Bond Fund, Inc. Global Proxy Service Rider T. Rowe Price Short-Term U.S. Government Fund, Inc. Global Proxy Service Rider T. Rowe Price Summit Funds, Inc. on behalf of: T. Rowe Price Summit Limited-Term Bond Fund Global Proxy Service Rider T. Rowe Price Tax-Efficient Funds, Inc. on behalf of: T. Rowe Price Tax-Efficient Balanced Fund Global Proxy Service Rider T. Rowe Price Tax-Efficient Growth Fund Global Proxy Service Rider SCHEDULE A PAGE 3 OF 3 APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT II. ACCOUNTS SUBJECT TO ERISA The ERISA Rider is applicable to all Customers under Section II of this Schedule A. T. Rowe Price Trust Company, as Trustee for the Johnson Matthey Salaried Employee Savings Plan Common Trust Funds ------------------ T. Rowe Price Trust Company, as Trustee for the International Common Trust Fund on behalf of the Underlying Trusts: Emerging Markets Equity Trust Global Proxy Service Rider European Discovery Trust Global Proxy Service Rider Foreign Discovery Trust Global Proxy Service Rider Foreign Discovery Trust - Augment Global Proxy Service Rider Foreign Discovery Trust - B Global Proxy Service Rider International Small-Cap Trust Global Proxy Service Rider Japan Discovery Trust Global Proxy Service Rider Latin America Discovery Trust Global Proxy Service Rider Pacific Discovery Trust Global Proxy Service Rider III. OTHER RPFI International Partners, L.P. Global Proxy Service and Russian Rider AMENDMENT AGREEMENT The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994, November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October 29, 1997, December 15, 1998 and October 6, 1999 (the "Custody Agreement") by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the "Customer") and The Chase Manhattan Bank, N.A., whose contracts have been assumed by THE CHASE MANHATTAN BANK (the "Bank") is hereby further amended, as of February 9, 2000 (the "Amendment Agreement"). Terms defined in the Custody Agreement are used herein as therein defined. WITNESSETH: WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement; NOW, THEREFORE, the parties hereto agree as follows: 1.Amendment. Sections I, II and III of Schedule A of the Custody Agreement ---------- ("Schedule A") shall be amended to add or change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety. 2. Agreement. The Customer and Bank agree to be bound in all respects by all the - ---------- terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a "Customer" and "Bank," respectively, as defined in the Custody Agreement. 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is - ------------ -- --------- in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects. 4. Governing Law: This Amendment Agreement shall be construed in accordance with - --------- ---- and governed by the law of the State of New York without regard to its conflict of law principles. IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written. THE CHASE MANHATTAN BANK /s/Joseph M. Rondinelli By: ____________________________________ Joseph M. Rondinelli Vice President EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEVERALLY AND NOT JOINTLY /s/Henry H. Hopkins By: ____________________________________ Henry H. Hopkins Vice President ATTACHMENT A PAGE 1 OF 1 LIST OF CUSTOMERS Add the following Funds: - ------------------------ Institutional Equity Funds, Inc., on behalf of: Institutional Large-Cap Value Fund Institutional Small-Cap Stock Fund Add the following Funds to the Global Proxy Service Rider: - --------------------------------------------------------- Institutional Equity Funds, Inc., on behalf of Institutional Large-Cap Value Fund Institutional Small-Cap Stock Fund SCHEDULE A PAGE 1 OF 3 LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO GLOBAL CUSTODY AGREEMENT WITH THE CHASE MANHATTAN BANK DATED JANUARY 3, 1994 APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT I. INVESTMENT COMPANIES/PORTFOLIOS The Mutual Fund Rider is applicable to REGISTERED UNDER THE INVESTMENT all Customers listed under Section I of COMPANY ACT OF 1940 this Schedule A. Equity Funds ------------ T. Rowe Price Balanced Fund, Inc. Global Proxy Service Rider T. Rowe Price Blue Chip Growth Fund, Inc. Global Proxy Service Rider T. Rowe Price Capital Appreciation Fund Global Proxy Service Rider T. Rowe Price Capital Opportunity Fund, Inc. Global Proxy Service Rider T. Rowe Price Diversified Small-Cap Growth Fund, Inc. Global Proxy Service Rider T. Rowe Price Dividend Growth Fund, Inc. Global Proxy Service Rider T. Rowe Price Equity Income Fund Global Proxy Service Rider T. Rowe Price Equity Series, Inc. on behalf of: T. Rowe Price Equity Income Portfolio Global Proxy Service Rider T. Rowe Price Mid-Cap Growth Portfolio Global Proxy Service Rider T. Rowe Price New America Growth Portfolio Global Proxy Service Rider T. Rowe Price Personal Strategy Balanced Portfolio Global Proxy Service Rider T. Rowe Price Financial Services Fund, Inc. Global Proxy Service Rider T. Rowe Price Growth & Income Fund, Inc. Global Proxy Service Rider T. Rowe Price Growth Stock Fund, Inc. Global Proxy Service Rider T. Rowe Price Health Sciences Fund, Inc. Global Proxy Service Rider Institutional Equity Funds, Inc. on behalf of: Institutional Large-Cap Value Fund Global Proxy Service Rider Institutional Small-Cap Stock Fund Global Proxy Service Rider Mid-Cap Equity Growth Fund Global Proxy Service Rider Institutional International Funds, Inc. on behalf of: Foreign Equity Fund Global Proxy Service and Russian Rider T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price Emerging Markets Stock Fund Global Proxy Service and Russian Rider T. Rowe Price European Stock Fund Global Proxy Service and Russian Rider T. Rowe Price Global Stock Fund Global Proxy Service and Russian Rider T. Rowe Price International Discovery Fund Global Proxy Service and Russian Rider T. Rowe Price International Growth & Income Fund Global Proxy Service and Russian Rider T. Rowe Price International Stock Fund Global Proxy Service and Russian Rider T. Rowe Price Japan Fund Global Proxy Service and Russian Rider T. Rowe Price Latin America Fund Global Proxy Service and Russian Rider T. Rowe Price New Asia Fund Global Proxy Service and Russian Rider SCHEDULE A PAGE 2 OF 3 APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT T. Rowe Price International Series, Inc. on behalf of: T. Rowe Price International Stock Portfolio Global Proxy Service and Russian Rider T. Rowe Price Media & Telecommunications Fund, Inc. Global Proxy Service Rider T. Rowe Price Mid-Cap Growth Fund, Inc. Global Proxy Service Rider T. Rowe Price Mid-Cap Value Fund, Inc. Global Proxy Service Rider T. Rowe Price New America Growth Fund Global Proxy Service Rider T. Rowe Price New Era Fund, Inc. Global Proxy Service Rider T. Rowe Price New Horizons Fund, Inc. Global Proxy Service Rider T. Rowe Price Real Estate Fund, Inc. Global Proxy Service Rider T. Rowe Price Science & Technology Fund, Inc. Global Proxy Service Rider T. Rowe Price Small-Cap Stock Fund, Inc. Global Proxy Service Rider T. Rowe Price Small-Cap Value Fund, Inc. Global Proxy Service Rider T. Rowe Price Value Fund, Inc. Global Proxy Service Rider Income Funds ------------ T. Rowe Price Corporate Income Fund, Inc. Global Proxy Service Rider T. Rowe Price High Yield Fund, Inc. Global Proxy Service Rider T. Rowe Price Income Series, Inc. on behalf of: T. Rowe Price Limited-Term Bond Portfolio Global Proxy Service Rider T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price Emerging Markets Bond Fund Global Proxy Service and Russian Rider T. Rowe Price Global Bond Fund Global Proxy Service and Russian Rider T. Rowe Price International Bond Fund Global Proxy Service and Russian Rider T. Rowe Price New Income Fund, Inc. Global Proxy Service Rider T. Rowe Price Personal Strategy Funds, Inc. on behalf of: T. Rowe Price Personal Strategy Balanced Fund Global Proxy Service Rider T. Rowe Price Personal Strategy Growth Fund Global Proxy Service Rider T. Rowe Price Personal Strategy Income Fund Global Proxy Service Rider T. Rowe Price Short-Term Bond Fund, Inc. Global Proxy Service Rider T. Rowe Price Short-Term U.S. Government Fund, Inc. Global Proxy Service Rider T. Rowe Price Summit Funds, Inc. on behalf of: T. Rowe Price Summit Limited-Term Bond Fund Global Proxy Service Rider T. Rowe Price Tax-Efficient Funds, Inc. on behalf of: T. Rowe Price Tax-Efficient Balanced Fund Global Proxy Service Rider T. Rowe Price Tax-Efficient Growth Fund Global Proxy Service Rider SCHEDULE A PAGE 3 OF 3 APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT II. ACCOUNTS SUBJECT TO ERISA The ERISA Rider is applicable to all Customers under Section II of this Schedule A. T. Rowe Price Trust Company, as Trustee for the Johnson Matthey Salaried Employee Savings Plan Common Trust Funds ------------------ T. Rowe Price Trust Company, as Trustee for the International Common Trust Fund on behalf of the Underlying Trusts: Emerging Markets Equity Trust Global Proxy Service Rider European Discovery Trust Global Proxy Service Rider Foreign Discovery Trust Global Proxy Service Rider Foreign Discovery Trust - Augment Global Proxy Service Rider Foreign Discovery Trust - B Global Proxy Service Rider International Small-Cap Trust Global Proxy Service Rider Japan Discovery Trust Global Proxy Service Rider Latin America Discovery Trust Global Proxy Service Rider Pacific Discovery Trust Global Proxy Service Rider III. OTHER RPFI International Partners, L.P. Global Proxy Service and Russian Rider AMENDMENT AGREEMENT The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994, November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October 29, 1997, December 15, 1998, October 6, 1999 and February 9, 2000 (the "Custody Agreement") by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the "Customer") and The Chase Manhattan Bank, N.A., whose contracts have been assumed by THE CHASE MANHATTAN BANK (the "Bank") is hereby further amended, as of April 19, 2000 (the "Amendment Agreement"). Terms defined in the Custody Agreement are used herein as therein defined. WITNESSETH: WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement; NOW, THEREFORE, the parties hereto agree as follows: 1.Amendment. Sections I, II and III of Schedule A of the Custody Agreement ---------- ("Schedule A") shall be amended to add or change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety. 2. Agreement. The Customer and Bank agree to be bound in all respects by all the - ---------- terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a "Customer" and "Bank," respectively, as defined in the Custody Agreement. 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is - ------------ -- --------- in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects. 4. Governing Law: This Amendment Agreement shall be construed in accordance with - --------- ---- and governed by the law of the State of New York without regard to its conflict of law principles. IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written. THE CHASE MANHATTAN BANK /s/Joseph M. Rondinelli By: ____________________________________ Joseph M. Rondinelli Vice President EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEVERALLY AND NOT JOINTLY /s/Henry H. Hopkins By: ____________________________________ Henry H. Hopkins Vice President ATTACHMENT A PAGE 1 OF 1 LIST OF CUSTOMERS Add the following Fund: - ----------------------- T. Rowe Price International Funds, Inc., on behalf of: T. Rowe Price Emerging Europe & Mediterranean Fund Add the following Fund to the Global Proxy Service and Russian Rider: - -------------------------------------------------------------------- T. Rowe Price International Funds, Inc., on behalf of: T. Rowe Price Emerging Europe & Mediterranean Fund SCHEDULE A PAGE 1 OF 3 LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO GLOBAL CUSTODY AGREEMENT WITH THE CHASE MANHATTAN BANK DATED JANUARY 3, 1994 APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT I. INVESTMENT COMPANIES/PORTFOLIOS The Mutual Fund Rider is applicable to REGISTERED UNDER THE INVESTMENT all Customers listed under Section I of COMPANY ACT OF 1940 this Schedule A. Equity Funds ------------ T. Rowe Price Balanced Fund, Inc. Global Proxy Service Rider T. Rowe Price Blue Chip Growth Fund, Inc. Global Proxy Service Rider T. Rowe Price Capital Appreciation Fund Global Proxy Service Rider T. Rowe Price Capital Opportunity Fund, Inc. Global Proxy Service Rider T. Rowe Price Diversified Small-Cap Growth Fund, Inc. Global Proxy Service Rider T. Rowe Price Dividend Growth Fund, Inc. Global Proxy Service Rider T. Rowe Price Equity Income Fund Global Proxy Service Rider T. Rowe Price Equity Series, Inc. on behalf of: T. Rowe Price Equity Income Portfolio Global Proxy Service Rider T. Rowe Price Mid-Cap Growth Portfolio Global Proxy Service Rider T. Rowe Price New America Growth Portfolio Global Proxy Service Rider T. Rowe Price Personal Strategy Balanced Portfolio Global Proxy Service Rider T. Rowe Price Financial Services Fund, Inc. Global Proxy Service Rider T. Rowe Price Growth & Income Fund, Inc. Global Proxy Service Rider T. Rowe Price Growth Stock Fund, Inc. Global Proxy Service Rider T. Rowe Price Health Sciences Fund, Inc. Global Proxy Service Rider Institutional Equity Funds, Inc. on behalf of: Institutional Large-Cap Value Fund Global Proxy Service Rider Institutional Small-Cap Stock Fund Global Proxy Service Rider Mid-Cap Equity Growth Fund Global Proxy Service Rider Institutional International Funds, Inc. on behalf of: Foreign Equity Fund Global Proxy Service and Russian Rider T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price Emerging Europe & Mediterranean Fund Global Proxy Service and Russian Rider T. Rowe Price Emerging Markets Stock Fund Global Proxy Service and Russian Rider T. Rowe Price European Stock Fund Global Proxy Service and Russian Rider T. Rowe Price Global Stock Fund Global Proxy Service and Russian Rider T. Rowe Price International Discovery Fund Global Proxy Service and Russian Rider T. Rowe Price International Growth & Income Fund Global Proxy Service and Russian Rider T. Rowe Price International Stock Fund Global Proxy Service and Russian Rider T. Rowe Price Japan Fund Global Proxy Service and Russian Rider T. Rowe Price Latin America Fund Global Proxy Service and Russian Rider T. Rowe Price New Asia Fund Global Proxy Service and Russian Rider SCHEDULE A PAGE 2 OF 3 APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT T. Rowe Price International Series, Inc. on behalf of: T. Rowe Price International Stock Portfolio Global Proxy Service and Russian Rider T. Rowe Price Media & Telecommunications Fund, Inc. Global Proxy Service Rider T. Rowe Price Mid-Cap Growth Fund, Inc. Global Proxy Service Rider T. Rowe Price Mid-Cap Value Fund, Inc. Global Proxy Service Rider T. Rowe Price New America Growth Fund Global Proxy Service Rider T. Rowe Price New Era Fund, Inc. Global Proxy Service Rider T. Rowe Price New Horizons Fund, Inc. Global Proxy Service Rider T. Rowe Price Real Estate Fund, Inc. Global Proxy Service Rider T. Rowe Price Science & Technology Fund, Inc. Global Proxy Service Rider T. Rowe Price Small-Cap Stock Fund, Inc. Global Proxy Service Rider T. Rowe Price Small-Cap Value Fund, Inc. Global Proxy Service Rider T. Rowe Price Value Fund, Inc. Global Proxy Service Rider Income Funds ------------ T. Rowe Price Corporate Income Fund, Inc. Global Proxy Service Rider T. Rowe Price High Yield Fund, Inc. Global Proxy Service Rider T. Rowe Price Income Series, Inc. on behalf of: T. Rowe Price Limited-Term Bond Portfolio Global Proxy Service Rider T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price Emerging Markets Bond Fund Global Proxy Service and Russian Rider T. Rowe Price Global Bond Fund Global Proxy Service and Russian Rider T. Rowe Price International Bond Fund Global Proxy Service and Russian Rider T. Rowe Price New Income Fund, Inc. Global Proxy Service Rider T. Rowe Price Personal Strategy Funds, Inc. on behalf of: T. Rowe Price Personal Strategy Balanced Fund Global Proxy Service Rider T. Rowe Price Personal Strategy Growth Fund Global Proxy Service Rider T. Rowe Price Personal Strategy Income Fund Global Proxy Service Rider T. Rowe Price Short-Term Bond Fund, Inc. Global Proxy Service Rider T. Rowe Price Short-Term U.S. Government Fund, Inc. Global Proxy Service Rider T. Rowe Price Summit Funds, Inc. on behalf of: T. Rowe Price Summit Limited-Term Bond Fund Global Proxy Service Rider T. Rowe Price Tax-Efficient Funds, Inc. on behalf of: T. Rowe Price Tax-Efficient Balanced Fund Global Proxy Service Rider T. Rowe Price Tax-Efficient Growth Fund Global Proxy Service Rider SCHEDULE A PAGE 3 OF 3 APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT II. ACCOUNTS SUBJECT TO ERISA The ERISA Rider is applicable to all Customers under Section II of this Schedule A. T. Rowe Price Trust Company, as Trustee for the Johnson Matthey Salaried Employee Savings Plan Common Trust Funds ------------------ T. Rowe Price Trust Company, as Trustee for the International Common Trust Fund on behalf of the Underlying Trusts: Emerging Markets Equity Trust Global Proxy Service Rider European Discovery Trust Global Proxy Service Rider Foreign Discovery Trust Global Proxy Service Rider Foreign Discovery Trust - Augment Global Proxy Service Rider Foreign Discovery Trust - B Global Proxy Service Rider International Small-Cap Trust Global Proxy Service Rider Japan Discovery Trust Global Proxy Service Rider Latin America Discovery Trust Global Proxy Service Rider Pacific Discovery Trust Global Proxy Service Rider III. OTHER RPFI International Partners, L.P. Global Proxy Service and Russian Rider AMENDMENT AGREEMENT The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994, November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October 29, 1997, December 15, 1998, October 6, 1999, February 9, 2000 and April 19, 2000 (the "Custody Agreement") by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the "Customer") and The Chase Manhattan Bank, N.A., whose contracts have been assumed by THE CHASE MANHATTAN BANK (the "Bank") is hereby further amended, as of July 18, 2000 (the "Amendment Agreement"). Terms defined in the Custody Agreement are used herein as therein defined. WITNESSETH: WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement; NOW, THEREFORE, the parties hereto agree as follows: 1.Amendment. Sections I, II and III of Schedule A of the Custody Agreement ---------- ("Schedule A") shall be amended to add or change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety. 2. Agreement. The Customer and Bank agree to be bound in all respects by all the - ---------- terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a "Customer" and "Bank," respectively, as defined in the Custody Agreement. 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is - ------------ -- --------- in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects. 4. Governing Law: This Amendment Agreement shall be construed in accordance with - --------- ---- and governed by the law of the State of New York without regard to its conflict of law principles. IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written. THE CHASE MANHATTAN BANK /s/Joseph M. Rondinelli By: ____________________________________ Joseph M. Rondinelli Vice President EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEVERALLY AND NOT JOINTLY /s/Henry H. Hopkins By: ____________________________________ Henry H. Hopkins Vice President ATTACHMENT A PAGE 1 OF 1 LIST OF CUSTOMERS Add the following Funds: - ------------------------ Equity Funds - ------------ T. Rowe Price Developing Technologies Fund, Inc. T. Rowe Price Global Technology Fund, Inc. Income Fund - ----------- T. Rowe Price U.S. Bond Index Fund, Inc. T. Rowe Price Trust Company, as Trustee for the International Common Trust Fund on behalf of the Underlying Trusts: India Trust Taiwan Trust Add the following Funds to the Global Proxy Service Rider: - --------------------------------------------------------- Equity Funds - ------------ T. Rowe Price Developing Technologies Fund, Inc. T. Rowe Price Global Technology Fund, Inc. Income Fund - ----------- T. Rowe Price U.S. Bond Index Fund, Inc. T. Rowe Price Trust Company, as Trustee for the International Common Trust Fund on behalf of the Underlying Trusts: India Trust Taiwan Trust SCHEDULE A PAGE 1 OF 3 LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO GLOBAL CUSTODY AGREEMENT WITH THE CHASE MANHATTAN BANK DATED JANUARY 3, 1994 APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT I. INVESTMENT COMPANIES/PORTFOLIOS The Mutual Fund Rider is applicable to REGISTERED UNDER THE INVESTMENT all Customers listed under Section I of COMPANY ACT OF 1940 this Schedule A. Equity Funds ------------ T. Rowe Price Balanced Fund, Inc. Global Proxy Service Rider T. Rowe Price Blue Chip Growth Fund, Inc. Global Proxy Service Rider T. Rowe Price Capital Appreciation Fund Global Proxy Service Rider T. Rowe Price Capital Opportunity Fund, Inc. Global Proxy Service Rider T. Rowe Price Developing Technologies Fund, Inc. Global Proxy Service Rider T. Rowe Price Diversified Small-Cap Growth Fund, Inc. Global Proxy Service Rider T. Rowe Price Dividend Growth Fund, Inc. Global Proxy Service Rider T. Rowe Price Equity Income Fund Global Proxy Service Rider T. Rowe Price Equity Series, Inc. on behalf of: T. Rowe Price Equity Income Portfolio Global Proxy Service Rider T. Rowe Price Mid-Cap Growth Portfolio Global Proxy Service Rider T. Rowe Price New America Growth Portfolio Global Proxy Service Rider T. Rowe Price Personal Strategy Balanced Portfolio Global Proxy Service Rider T. Rowe Price Financial Services Fund, Inc. Global Proxy Service Rider T. Rowe Price Global Technology Fund, Inc. Global Proxy Service Rider T. Rowe Price Growth & Income Fund, Inc. Global Proxy Service Rider T. Rowe Price Growth Stock Fund, Inc. Global Proxy Service Rider T. Rowe Price Health Sciences Fund, Inc. Global Proxy Service Rider Institutional Equity Funds, Inc. on behalf of: Institutional Large-Cap Value Fund Global Proxy Service Rider Institutional Small-Cap Stock Fund Global Proxy Service Rider Mid-Cap Equity Growth Fund Global Proxy Service Rider Institutional International Funds, Inc. on behalf of: Foreign Equity Fund Global Proxy Service and Russian Rider T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price Emerging Europe & Mediterranean Fund Global Proxy Service and Russian Rider T. Rowe Price Emerging Markets Stock Fund Global Proxy Service and Russian Rider T. Rowe Price European Stock Fund Global Proxy Service and Russian Rider T. Rowe Price Global Stock Fund Global Proxy Service and Russian Rider SCHEDULE A PAGE 2 OF 3 APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT T. Rowe Price International Funds, Inc. on behalf of (continued): T. Rowe Price International Discovery Fund Global Proxy Service and Russian Rider T. Rowe Price International Growth & Income Fund Global Proxy Service and Russian Rider T. Rowe Price International Stock Fund Global Proxy Service and Russian Rider T. Rowe Price Japan Fund Global Proxy Service and Russian Rider T. Rowe Price Latin America Fund Global Proxy Service and Russian Rider T. Rowe Price New Asia Fund Global Proxy Service and Russian Rider T. Rowe Price International Series, Inc. on behalf of: T. Rowe Price International Stock Portfolio Global Proxy Service and Russian Rider T. Rowe Price Media & Telecommunications Fund, Inc. Global Proxy Service Rider T. Rowe Price Mid-Cap Growth Fund, Inc. Global Proxy Service Rider T. Rowe Price Mid-Cap Value Fund, Inc. Global Proxy Service Rider T. Rowe Price New America Growth Fund Global Proxy Service Rider T. Rowe Price New Era Fund, Inc. Global Proxy Service Rider T. Rowe Price New Horizons Fund, Inc. Global Proxy Service Rider T. Rowe Price Real Estate Fund, Inc. Global Proxy Service Rider T. Rowe Price Science & Technology Fund, Inc. Global Proxy Service Rider T. Rowe Price Small-Cap Stock Fund, Inc. Global Proxy Service Rider T. Rowe Price Small-Cap Value Fund, Inc. Global Proxy Service Rider T. Rowe Price Value Fund, Inc. Global Proxy Service Rider Income Funds ------------ T. Rowe Price Corporate Income Fund, Inc. Global Proxy Service Rider T. Rowe Price High Yield Fund, Inc. Global Proxy Service Rider T. Rowe Price Income Series, Inc. on behalf of: T. Rowe Price Limited-Term Bond Portfolio Global Proxy Service Rider T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price Emerging Markets Bond Fund Global Proxy Service and Russian Rider T. Rowe Price Global Bond Fund Global Proxy Service and Russian Rider T. Rowe Price International Bond Fund Global Proxy Service and Russian Rider T. Rowe Price New Income Fund, Inc. Global Proxy Service Rider T. Rowe Price Personal Strategy Funds, Inc. on behalf of: T. Rowe Price Personal Strategy Balanced Fund Global Proxy Service Rider T. Rowe Price Personal Strategy Growth Fund Global Proxy Service Rider T. Rowe Price Personal Strategy Income Fund Global Proxy Service Rider T. Rowe Price Short-Term Bond Fund, Inc. Global Proxy Service Rider T. Rowe Price Short-Term U.S. Government Fund, Inc. Global Proxy Service Rider T. Rowe Price Summit Funds, Inc. on behalf of: T. Rowe Price Summit Limited-Term Bond Fund Global Proxy Service Rider SCHEDULE A PAGE 3 OF 3 APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT T. Rowe Price Tax-Efficient Funds, Inc. on behalf of: T. Rowe Price Tax-Efficient Balanced Fund Global Proxy Service Rider T. Rowe Price Tax-Efficient Growth Fund Global Proxy Service Rider T. Rowe Price U.S. Bond Index Fund, Inc. Global Proxy Service Rider II. ACCOUNTS SUBJECT TO ERISA The ERISA Rider is applicable to all Customers under Section II of this Schedule A. T. Rowe Price Trust Company, as Trustee for the Johnson Matthey Salaried Employee Savings Plan Common Trust Funds ------------------ T. Rowe Price Trust Company, as Trustee for the International Common Trust Fund on behalf of the Underlying Trusts: Emerging Markets Equity Trust Global Proxy Service Rider European Discovery Trust Global Proxy Service Rider Foreign Discovery Trust Global Proxy Service Rider Foreign Discovery Trust - Augment Global Proxy Service Rider Foreign Discovery Trust - B Global Proxy Service Rider India Trust Global Proxy Service Rider International Small-Cap Trust Global Proxy Service Rider Japan Discovery Trust Global Proxy Service Rider Latin America Discovery Trust Global Proxy Service Rider Pacific Discovery Trust Global Proxy Service Rider Taiwan Trust Global Proxy Service Rider III. OTHER RPFI International Partners, L.P. Global Proxy Service and Russian Rider AMENDMENT AGREEMENT The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994, November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October 29, 1997, December 15, 1998, October 6, 1999, February 9, 2000, April 19, 2000 and July 18, 2000 (the "Custody Agreement") by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the "Customer") and The Chase Manhattan Bank, N.A., whose contracts have been assumed by THE CHASE MANHATTAN BANK (the "Bank") is hereby further amended, as of October 25, 2000 (the "Amendment Agreement"). Terms defined in the Custody Agreement are used herein as therein defined. WITNESSETH: WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement; NOW, THEREFORE, the parties hereto agree as follows: 1.Amendment. Sections I, II and III of Schedule A of the Custody Agreement ---------- ("Schedule A") shall be amended to add or change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety. 2. Agreement. The Customer and Bank agree to be bound in all respects by all the - ---------- terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a "Customer" and "Bank," respectively, as defined in the Custody Agreement. 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is - ------------ -- --------- in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects. 4. Governing Law: This Amendment Agreement shall be construed in accordance with - --------- ---- and governed by the law of the State of New York without regard to its conflict of law principles. IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written. THE CHASE MANHATTAN BANK /s/Joseph M. Rondinelli By: ____________________________________ Joseph M. Rondinelli Vice President EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEVERALLY AND NOT JOINTLY /s/Henry H. Hopkins By: ____________________________________ Henry H. Hopkins Vice President ATTACHMENT A PAGE 1 OF 1 LIST OF CUSTOMERS Add the following Funds: - ------------------------ Equity Funds - ------------ T. Rowe Price Equity Series, Inc. on behalf of: T. Rowe Price Blue Chip Growth Portfolio T. Rowe Price Health Sciences Portfolio T. Rowe Price International Index Fund, Inc. on behalf of: T. Rowe Price International Equity Index Fund Income Fund - ----------- T. Rowe Price Tax-Efficient Funds, Inc., on behalf of: T. Rowe Price Tax-Efficient Multi-Cap Growth Fund Delete the following Funds/Trusts: - --------------------------------- Income Funds: - ------------- T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price Global Bond Fund T. Rowe Price Short-Term U.S. Government Fund, Inc. T. Rowe Price Summit Funds, Inc., on behalf of: T. Rowe Price Summit Limited-Term Bond Fund Common Trust Funds: - ------------------ T. Rowe Price Trust Company, as Trustee for the International Common Trust Fund on behalf of the Underlying Trusts: European Discovery Trust Foreign Discovery Trust-Augment Latin America Discovery Trust Pacific Discovery Trust Other: - ----- RPFI International Partners, L.P. Add the following Funds to the Global Proxy Service Rider: - --------------------------------------------------------- Equity Funds - ------------ T. Rowe Price Equity Series, Inc. on behalf of: T. Rowe Price Blue Chip Growth Portfolio T. Rowe Price Health Sciences Portfolio Income Fund - ----------- T. Rowe Price Tax-Efficient Funds, Inc., on behalf of: T. Rowe Price Tax-Efficient Multi-Cap Growth Fund Delete the following Funds/Trusts from the Global Proxy Service Rider: - --------------------------------------------------------------------- Income Funds: - ------------- T. Rowe Price Short-Term U.S. Government Fund, Inc. T. Rowe Price Summit Funds, Inc., on behalf of: T. Rowe Price Summit Limited-Term Bond Fund Common Trust Funds: - ------------------ T. Rowe Price Trust Company, as Trustee for the International Common Trust Fund on behalf of the Underlying Trusts: European Discovery Trust Foreign Discovery Trust-Augment Latin America Discovery Trust Pacific Discovery Trust Add the following Fund to the Global Proxy Service and Russian Rider - -------------------------------------------------------------------- Equity Fund - ----------- T. Rowe Price International Index Fund, Inc. on behalf of: T. Rowe Price International Equity Index Fund Delete the following Fund/Other from the Global Proxy Service and Russian Rider: - -------------------------------------------------------------------------------- Income Funds: - ------------ T. Rowe Price International Funds, Inc., on behalf of: T. Rowe Price Global Bond Fund Other: - ----- RPFI International Partners, L.P. SCHEDULE A PAGE 1 OF 3 LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO GLOBAL CUSTODY AGREEMENT WITH THE CHASE MANHATTAN BANK DATED JANUARY 3, 1994 APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT I. INVESTMENT COMPANIES/PORTFOLIOS The Mutual Fund Rider is applicable to REGISTERED UNDER THE INVESTMENT all Customers listed under Section I of COMPANY ACT OF 1940 this Schedule A. Equity Funds ------------ T. Rowe Price Balanced Fund, Inc. Global Proxy Service Rider T. Rowe Price Blue Chip Growth Fund, Inc. Global Proxy Service Rider T. Rowe Price Capital Appreciation Fund Global Proxy Service Rider T. Rowe Price Capital Opportunity Fund, Inc. Global Proxy Service Rider T. Rowe Price Developing Technologies Fund, Inc. Global Proxy Service Rider T. Rowe Price Diversified Small-Cap Growth Fund, Inc. Global Proxy Service Rider T. Rowe Price Dividend Growth Fund, Inc. Global Proxy Service Rider T. Rowe Price Equity Income Fund Global Proxy Service Rider T. Rowe Price Equity Series, Inc. on behalf of: T. Rowe Price Blue Chip Growth Portfolio Global Proxy Service Rider T. Rowe Price Equity Income Portfolio Global Proxy Service Rider T. Rowe Price Health Sciences Portfolio Global Proxy Service Rider T. Rowe Price Mid-Cap Growth Portfolio Global Proxy Service Rider T. Rowe Price New America Growth Portfolio Global Proxy Service Rider T. Rowe Price Personal Strategy Balanced Portfolio Global Proxy Service Rider T. Rowe Price Financial Services Fund, Inc. Global Proxy Service Rider T. Rowe Price Global Technology Fund, Inc. Global Proxy Service Rider T. Rowe Price Growth & Income Fund, Inc. Global Proxy Service Rider T. Rowe Price Growth Stock Fund, Inc. Global Proxy Service Rider T. Rowe Price Health Sciences Fund, Inc. Global Proxy Service Rider Institutional Equity Funds, Inc. on behalf of: Institutional Large-Cap Value Fund Global Proxy Service Rider Institutional Small-Cap Stock Fund Global Proxy Service Rider Mid-Cap Equity Growth Fund Global Proxy Service Rider Institutional International Funds, Inc. on behalf of: Foreign Equity Fund Global Proxy Service and Russian Rider T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price Emerging Europe & Mediterranean Fund Global Proxy Service and Russian Rider T. Rowe Price Emerging Markets Stock Fund Global Proxy Service and Russian Rider SCHEDULE A PAGE 2 OF 3 APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT T. Rowe Price International Funds, Inc. on behalf of (continued): T. Rowe Price European Stock Fund Global Proxy Service and Russian Rider T. Rowe Price Global Stock Fund Global Proxy Service and Russian Rider T. Rowe Price International Discovery Fund Global Proxy Service and Russian Rider T. Rowe Price International Growth & Income Fund Global Proxy Service and Russian Rider T. Rowe Price International Stock Fund Global Proxy Service and Russian Rider T. Rowe Price Japan Fund Global Proxy Service and Russian Rider T. Rowe Price Latin America Fund Global Proxy Service and Russian Rider T. Rowe Price New Asia Fund Global Proxy Service and Russian Rider T. Rowe Price International Index Fund, Inc. on behalf of: T. Rowe Price International Equity Index Fund Global Proxy Service and Russian Rider T. Rowe Price International Series, Inc. on behalf of: T. Rowe Price International Stock Portfolio Global Proxy Service and Russian Rider T. Rowe Price Media & Telecommunications Fund, Inc. Global Proxy Service Rider T. Rowe Price Mid-Cap Growth Fund, Inc. Global Proxy Service Rider T. Rowe Price Mid-Cap Value Fund, Inc. Global Proxy Service Rider T. Rowe Price New America Growth Fund Global Proxy Service Rider T. Rowe Price New Era Fund, Inc. Global Proxy Service Rider T. Rowe Price New Horizons Fund, Inc. Global Proxy Service Rider T. Rowe Price Real Estate Fund, Inc. Global Proxy Service Rider T. Rowe Price Science & Technology Fund, Inc. Global Proxy Service Rider T. Rowe Price Small-Cap Stock Fund, Inc. Global Proxy Service Rider T. Rowe Price Small-Cap Value Fund, Inc. Global Proxy Service Rider T. Rowe Price Value Fund, Inc. Global Proxy Service Rider Income Funds ------------ T. Rowe Price Corporate Income Fund, Inc. Global Proxy Service Rider T. Rowe Price High Yield Fund, Inc. Global Proxy Service Rider T. Rowe Price Income Series, Inc. on behalf of: T. Rowe Price Limited-Term Bond Portfolio Global Proxy Service Rider T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price Emerging Markets Bond Fund Global Proxy Service and Russian Rider T. Rowe Price International Bond Fund Global Proxy Service and Russian Rider T. Rowe Price New Income Fund, Inc. Global Proxy Service Rider T. Rowe Price Personal Strategy Funds, Inc. on behalf of: T. Rowe Price Personal Strategy Balanced Fund Global Proxy Service Rider T. Rowe Price Personal Strategy Growth Fund Global Proxy Service Rider T. Rowe Price Personal Strategy Income Fund Global Proxy Service Rider T. Rowe Price Short-Term Bond Fund, Inc. Global Proxy Service Rider SCHEDULE A PAGE 3 OF 3 T. Rowe Price Tax-Efficient Funds, Inc. on behalf of: T. Rowe Price Tax-Efficient Balanced Fund Global Proxy Service Rider T. Rowe Price Tax-Efficient Growth Fund Global Proxy Service Rider T. Rowe Price Tax-Efficient Multi-Cap Growth Fund Global Proxy Service Rider T. Rowe Price U.S. Bond Index Fund, Inc. Global Proxy Service Rider APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT II. ACCOUNTS SUBJECT TO ERISA The ERISA Rider is applicable to all Customers under Section II of this Schedule A. T. Rowe Price Trust Company, as Trustee for the Johnson Matthey Salaried Employee Savings Plan Common Trust Funds ------------------ T. Rowe Price Trust Company, as Trustee for the International Common Trust Fund on behalf of the Underlying Trusts: Emerging Markets Equity Trust Global Proxy Service Rider Foreign Discovery Trust Global Proxy Service Rider Foreign Discovery Trust - B Global Proxy Service Rider India Trust Global Proxy Service Rider International Small-Cap Trust Global Proxy Service Rider Japan Discovery Trust Global Proxy Service Rider Taiwan Trust Global Proxy Service Rider AMENDMENT, dated April 25, 2001 to the January 3, 1994 custody agreement ("Agreement"), between each of the T. Rowe Price Funds, severally and not jointly, set forth on Appendix 2 ("Customer"), having a place of business at 100 East Pratt Street, Baltimore, Maryland 21202, and The Chase Manhattan Bank ("Bank"), having a place of business at 270 Park Ave., New York, N.Y. 10017-2070. It is hereby agreed as follows: Section 1. Except as modified hereby, the Agreement is confirmed in all respects. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Agreement. Section 2. The Agreement is amended by deleting the investment company rider thereto and inserting, in lieu thereof, the following investment company rider: 1. "Add new Section 15 to the Agreement as follows: 15. Compliance with Securities and Exchange Commission rule 17f-5 ("rule 17f-5"). (a) Customer's board of directors (or equivalent body) (hereinafter "Board") hereby delegates to Bank, and Bank hereby accepts the delegation to it of, the obligations set forth in rule SEC rule 17f-5(c)(1)-(3) to perform as Customer's "Foreign Custody Manager" (as that term is defined in rule 17f-5(a)(3)), including for the purposes of (i) selecting Eligible Foreign Custodians (as that term is defined in rule 17f-5(a)(1), as the same may be amended from time to time, or are otherwise deemed an Eligible Foreign Custodian pursuant to an SEC exemptive order, rule other appropriate SEC action) to hold Customer's Foreign Assets, (ii) evaluating the contractual arrangements with such Eligible Foreign Custodians (as set forth in rule 17f-5(c)(2)); and (iii) monitoring such foreign custody arrangements (as set forth in rule 17f-5(c)(3)). (b) In connection with the foregoing, Bank shall: (i) provide written reports notifying Customer's Board of the placement and withdrawal of Foreign Assets with particular Eligible Foreign Custodians and of any material change in the arrangements with such Eligible Foreign Custodians, with such reports to be provided to Customer's Board at such times as the Board deems reasonable and appropriate based on the circumstances of Customer's foreign custody arrangements but until further notice from Customer requesting a different schedule, such reports shall be provided not less than quarterly in summary form, with a more detailed report annually. (ii) exercise such reasonable care, prudence and diligence in performing as Customer's Foreign Custody Manager as a person having responsibility for the safekeeping of Foreign Assets would exercise; (iii) in selecting each Eligible Foreign Custodian, determine that Foreign Assets placed and maintained in the safekeeping of such Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such Foreign Assets, including, without limitation, those factors set forth in rule 17f-5(c)(1)(i)-(iv); (iv) determine that the written contract with the Eligible Foreign Custodian will (a) satisfy the requirements of rule 17f-5(c)(2), and (b) provide reasonable care for Foreign Assets based on the standards specified in 17-5(c)(1); and (v) establish a system to monitor (i) the continued appropriateness of maintaining Foreign Assets with particular Eligible Foreign Custodians and (ii) the performance of the contract governing the custody arrangements; it being understood, however, that in the event that Bank shall have determined that an existing Eligible Foreign Custodian in a given country would no longer meet the requirements of rule 17f-5(c), Bank shall determine whether any other Eligible Foreign Custodian in that country would meet such requirements. In the event that another Eligible Foreign Custodian does so meet the requirements, Bank shall withdraw the Foreign Assets from the custody of the incumbent Eligible Foreign Custodian and deposit them with the other Eligible Foreign Custodian as soon as reasonably practicable, and promptly advise Customer of such withdrawal and deposit. If Bank shall determine that no other Eligible Foreign Custodian in that country would meet the requirements of rule 17f-5(c), Bank shall so advise Customer and shall then act in accordance with the Instructions of Customer with respect to the disposition of the affected Foreign Assets. Subject to (b)(i)-(v) above, Bank is hereby authorized to place and maintain Foreign Assets on behalf of Customer with Eligible Foreign Custodians pursuant to a written contract deemed appropriate by Bank. (c) Except as expressly provided herein and in Section 16 hereof, Customer shall be solely responsible to assure that the maintenance of Foreign Assets hereunder complies with the rules, regulations, interpretations and exemptive orders promulgated by or under the authority of the SEC. (d) Bank represents to Customer that it is a U.S. Bank as defined in rule 17f-5(a)(7). Customer represents to Bank that: (1) the Assets being placed and maintained in Bank's custody are subject to the Investment Company Act of 1940, as amended (the "1940 Act") as the same may be amended from time to time; (2) its Board (or other governing body) has determined that it is reasonable to rely on Bank to perform as Customer's Foreign Custody Manager; and (3) its Board (or other governing body) or its investment adviser shall have determined that Customer may maintain Foreign Assets in each country in which Customer's Foreign Assets shall be held hereunder and determined to accept the risks arising therefrom (including, but not limited to, a country's financial infrastructure, prevailing custody and settlement practices, laws applicable to the safekeeping and recovery of Foreign Assets held in custody, and the likelihood of nationalization, currency controls and the like) (collectively ("Country Risk")). Nothing contained herein shall require Bank to make any selection on behalf of Customer that would entail consideration of Country Risk and, except as may be provided in (e) below, to engage in any monitoring of Country Risk. (e) Bank shall provide to Customer such information relating to Country Risk as is specified in Appendix 1-A hereto. Customer hereby acknowledges that: (i) such information is solely designed to inform Customer of market conditions and procedures and is not intended as a recommendation to invest or not invest in particular markets; and (ii) Bank has gathered the information from sources it considers reliable, but that Bank shall have no responsibility for inaccuracies or incomplete information. 2. Add the following after the first sentence of Section 3 of the Agreement: At the request of Customer, Bank may, but need not, add to Schedule A an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. 3. Add the following language to the end of Section 3 of the Agreement: The term Subcustodian as used herein shall mean the following: (a) a U.S. bank as defined in rule 17f-5(a)(7); and (b) an "Eligible Foreign Custodian," which, as defined in rule 17f-5(a)(1) and (5), shall mean (i) a banking institution or trust company, incorporated or organized under the laws of a country other than the United States, that is regulated as such by that country's government or an agency thereof, and (ii) a majority-owned direct or indirect subsidiary of a U.S. Bank or bank holding company which subsidiary is incorporated or organized under the laws of a country other than the United States. In addition, an Eligible Foreign Custodian shall also mean any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC. (c) For purposes of provisions of the Agreement imposing liability on Bank, the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager or, for purposes of clarity, any securities depository." 4. Add the following language to the end of the first sentence of Section 4(d) of the Agreement: "or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws." 5. Add a new Section 16 to the Agreement as follows: 16. Compliance with Securities and Exchange Commission rule 17f-7 ("rule 17f-7"). (a) Bank shall, for consideration by Customer or Customer's investment adviser, provide an analysis in accordance with rule 17f-7(a)(1)(i)(A) of the custody risks associated with maintaining Customer's Foreign Assets with each Eligible Securities Depository used by Bank as of the date hereof (or, in the case of an Eligible Securities Depository not used by Bank as of the date hereof, prior to the initial placement of Customer's Foreign Assets at such Depository) and at which any Foreign Assets of Customer are held or are expected to be held. The foregoing analysis will be provided to Customer at Bank's Website. In connection with the foregoing, Customer shall notify Bank of any Eligible Securities Depositories at which it does not choose to have its Foreign Assets held. Bank shall monitor the custody risks associated with maintaining Customer's Foreign Assets at each such Eligible Securities Depository on a continuing basis and shall promptly notify (which may be electronic) Customer or its adviser of any material changes in such risks in accordance with rule 17f-7(a)(1)(i)(B). (b) Bank shall exercise reasonable care, prudence and diligence in performing the requirements set forth in Section 16(a) above. The risk analysis of an Eligible Securities Depository provided under paragraph 16(a) shall take account of the specific rules of a given depository and shall, to the extent reasonably practicable, generally consider: (1) the Depository's expertise and market reputation; (2) the quality of the Depository's services; (3) the Depository's financial strength; (4) any insurance or indemnification arrangements; (5) the extent and quality of regulation and independent examination of the Depository; (6) the Depository's standing in published ratings; (7) the Depository's internal controls and other procedures for safeguarding assets; and (8) any related legal protections. (c) Based on the information available to it in the exercise of diligence, Bank shall determine the eligibility under rule 17f-7 of each depository before including it on Appendix 1-B hereto and shall promptly advise Customer if any Eligible Securities Depository ceases to be eligible. (Eligible Securities Depositories used by Bank as of the date hereof are set forth in Appendix 1-B hereto, and as the same may be amended on notice to Customer from time to time.) (d) Bank need not commence performing any of the duties set forth in this Section 16 prior to March 31, 2001, but Bank shall advise Customer if it is prepared to commence such duties prior to such date as to particular depositories. 7. Add the following language to the end of Section 3 of the Agreement: The term "securities depository" as used herein when referring to a securities depository located outside the U.S. shall mean an "Eligible Securities Depository" which, in turn, shall have the same meaning as in rule 17f-7(b)(1)(i)-(vi) as the same may be amended from time to time, or that has otherwise been made exempt by an SEC exemptive order, rule or other appropriate SEC action, except that prior to the compliance date with rule 17f-7 for a particular securities depository the term "securities depositories" shall be as defined in (a)(1)(ii)-(iii) of the 1997 amendments to rule 17f-5. The term "securities depository" as used herein when referring to a securities depository located in the U.S. shall mean a "securities depository" as defined in SEC rule 17f-4(a). ********************* IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written. [Each of the THE CHASE MANHATTAN BANK T. Rowe Price Funds, severally and not jointly, set forth on Appendix 2 [Customer] /s/Henry H. Hopkins /s/Paul D. Hopkins By:________________________ By:_____________________ Name: Henry H. Hopkins Name: Paul D. Hopkins Title:Vice President Title: Vice President Date: 4/26/01 Date: 5/15/01 Appendix 1-A Information Regarding Country Risk 1. To aid Customer in its determinations regarding Country Risk, Bank shall furnish annually and upon the initial placing of Foreign Assets into a country the following information (check items applicable): A Opinions of local counsel concerning: ___ i. Whether applicable foreign law would restrict the access afforded Customer's independent public accountants to books and records kept by an Eligible Foreign Custodian located in that country. ___ ii. Whether applicable foreign law would restrict the Customer's ability to recover its assets in the event of the bankruptcy of an Eligible Foreign Custodian located in that country. ___ iii. Whether applicable foreign law would restrict the Customer's ability to recover assets that are lost while under the control of an Eligible Foreign Custodian located in the country. B. Written information concerning: ___ i. The likelihood of expropriation, nationalization, freezes, or confiscation of Customer's assets. ___ ii. Whether difficulties in converting Customer's cash and cash equivalents to U.S. dollars are reasonably foreseeable. C. A market report with respect to the following topics: (i) securities regulatory environment, (ii) foreign ownership restrictions, (iii) foreign exchange, (iv) securities settlement and registration, (v) taxation, (vi) market settlement risk, (vii) Eligible Securities Depositories (including Depository evaluation), if any. 2. Bank shall furnish the following additional information: Market flashes, including with respect to changes in the information in market reports. Appendix 1-B ELIGIBLE SECURITIES DEPOSITORIES APPENDIX 2 T. ROWE PRICE INVESTMENT COMPANIES T. Rowe Price Balanced Fund, Inc. T. Rowe Price Blue Chip Growth Fund, Inc. T. Rowe Price Capital Appreciation Fund T. Rowe Price Capital Opportunity Fund, Inc. T. Rowe Price Developing Technologies Fund, Inc. T. Rowe Price Diversified Small-Cap Growth Fund, Inc. T. Rowe Price Dividend Growth Fund, Inc. T. Rowe Price Equity Income Fund T. Rowe Price Equity Series, Inc. T. Rowe Price Equity Income Portfolio T. Rowe Price Mid-Cap Growth Portfolio T. Rowe Price New America Growth Portfolio T. Rowe Price Personal Strategy Balanced Portfolio T. Rowe Price Blue Chip Growth Portfolio T. Rowe Price Health Sciences Portfolio T. Rowe Price Financial Services Fund, Inc. T. Rowe Price Global Technology Fund, Inc. T. Rowe Price Growth & Income Fund, Inc. T. Rowe Price Growth Stock Fund, Inc. T. Rowe Price Health Sciences Fund, Inc. Institutional International Funds, Inc. Foreign Equity Fund T. Rowe Price International Funds, Inc. T. Rowe Price International Discovery Fund T. Rowe Price International Stock Fund T. Rowe Price European Stock Fund T. Rowe Price New Asia Fund T. Rowe Price Japan Fund T. Rowe Price Latin America Fund T. Rowe Price Emerging Markets Stock Fund T. Rowe Price Global Stock Fund T. Rowe Price International Growth & Income Fund T. Rowe Price Emerging Europe & Mediterranean Fund T. Rowe Price International Bond Fund T. Rowe Price Emerging Markets Bond Fund T. Rowe Price International Index Fund, Inc. T. Rowe Price International Equity Index Fund T. Rowe Price International Series, Inc. T. Rowe Price International Stock Portfolio T. Rowe Price Mid-Cap Growth Fund, Inc. T. Rowe Price Mid-Cap Value Fund, Inc. T. Rowe Price New America Growth Fund T. Rowe Price New Era Fund, Inc. T. Rowe Price New Horizons Fund, Inc. T. Rowe Price Real Estate Fund, Inc. T. Rowe Price Small-Cap Stock Fund, Inc. T. Rowe Price Science & Technology Fund, Inc. T. Rowe Price Small-Cap Value Fund, Inc. T. Rowe Price Value Fund, Inc. T. Rowe Price Media & Telecommunications Fund, Inc. T. Rowe Price Corporate Income Fund, Inc. T. Rowe Price Fixed Income Series, Inc. T. Rowe Price Limited-Term Bond Portfolio T. Rowe Price High Yield Fund, Inc. T. Rowe Price New Income Fund, Inc. T. Rowe Price Personal Strategy Funds, Inc. T. Rowe Price Personal Strategy Balanced Fund T. Rowe Price Personal Strategy Growth Fund T. Rowe Price Personal Strategy Income Fund T. Rowe Price Short-Term Bond Fund, Inc. T. Rowe Price Tax-Efficient Funds, Inc. T. Rowe Price Tax-Efficient Balanced Fund T. Rowe Price Tax-Efficient Growth Fund T. Rowe Price Tax-Efficient Multi-Cap Growth Fund T. Rowe Price U.S. Bond Index Fund, Inc. Institutional Equity Funds, Inc. on behalf of: Institutional Mid-Cap Equity Growth Fund Institutional Large-Cap Value Fund Institutional Small-Cap Stock Fund AMENDMENT AGREEMENT The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994, November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October 29, 1997, December 15, 1998, October 6, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, and April 25, 2001 (the "Custody Agreement") by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the "Customer") and The Chase Manhattan Bank, N.A., whose contracts have been assumed by THE CHASE MANHATTAN BANK (the "Bank") is hereby further amended, as of July 24, 2001 (the "Amendment Agreement"). Terms defined in the Custody Agreement are used herein as therein defined. WITNESSETH: WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement; NOW, THEREFORE, the parties hereto agree as follows: 1.Amendment. Sections I, II and III of Schedule A of the Custody Agreement ---------- ("Schedule A") shall be amended to add or change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety. 2. Agreement. The Customer and Bank agree to be bound in all respects by all the - ---------- terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a "Customer" and "Bank," respectively, as defined in the Custody Agreement. 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is - ------------ -- --------- in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects. 4. Governing Law: This Amendment Agreement shall be construed in accordance with - --------- ---- and governed by the law of the State of New York without regard to its conflict of law principles. IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written. THE CHASE MANHATTAN BANK /s/Paul D. Hopkins By: ____________________________________ Paul D. Hopkins Vice President EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEVERALLY AND NOT JOINTLY /s/Henry H. Hopkins By: ____________________________________ Henry H. Hopkins Vice President ATTACHMENT A PAGE 1 OF 1 LIST OF CUSTOMERS Add the following Funds: - ------------------------ Equity Funds - ------------ Institutional Equity Funds, Inc. on behalf of: Institutional Large-Cap Growth Fund Add the following Funds to the Global Proxy Service Rider: - --------------------------------------------------------- Equity Funds - ------------ Institutional Equity Funds, Inc. on behalf of: Institutional Large-Cap Growth Fund Add the following Fund to the Global Proxy Service and Russian Rider - -------------------------------------------------------------------- Equity Fund - ----------- Institutional Equity Funds, Inc. on behalf of: Institutional Large-Cap Growth Fund SCHEDULE A PAGE 1 OF 3 LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO GLOBAL CUSTODY AGREEMENT WITH THE CHASE MANHATTAN BANK DATED JANUARY 3, 1994, AS AMENDED APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT I. INVESTMENT COMPANIES/PORTFOLIOS The Mutual Fund Rider is applicable to REGISTERED UNDER THE INVESTMENT all Customers listed under Section I of COMPANY ACT OF 1940 this Schedule A. Equity Funds ------------ T. Rowe Price Balanced Fund, Inc. Global Proxy Service Rider T. Rowe Price Blue Chip Growth Fund, Inc. Global Proxy Service Rider T. Rowe Price Capital Appreciation Fund Global Proxy Service Rider T. Rowe Price Capital Opportunity Fund, Inc. Global Proxy Service Rider T. Rowe Price Developing Technologies Fund, Inc. Global Proxy Service Rider T. Rowe Price Diversified Small-Cap Growth Fund, Inc. Global Proxy Service Rider T. Rowe Price Dividend Growth Fund, Inc. Global Proxy Service Rider T. Rowe Price Equity Income Fund Global Proxy Service Rider T. Rowe Price Equity Series, Inc. on behalf of: T. Rowe Price Blue Chip Growth Portfolio Global Proxy Service Rider T. Rowe Price Equity Income Portfolio Global Proxy Service Rider T. Rowe Price Health Sciences Portfolio Global Proxy Service Rider T. Rowe Price Mid-Cap Growth Portfolio Global Proxy Service Rider T. Rowe Price New America Growth Portfolio Global Proxy Service Rider T. Rowe Price Personal Strategy Balanced Portfolio Global Proxy Service Rider T. Rowe Price Financial Services Fund, Inc. Global Proxy Service Rider T. Rowe Price Global Technology Fund, Inc. Global Proxy Service Rider T. Rowe Price Growth & Income Fund, Inc. Global Proxy Service Rider T. Rowe Price Growth Stock Fund, Inc. Global Proxy Service Rider T. Rowe Price Health Sciences Fund, Inc. Global Proxy Service Rider Institutional Equity Funds, Inc. on behalf of: Institutional Large-Cap Growth Fund Global Proxy Service Rider Institutional Large-Cap Value Fund Global Proxy Service Rider Institutional Small-Cap Stock Fund Global Proxy Service Rider Institutional Mid-Cap Equity Growth Fund Global Proxy Service Rider Institutional International Funds, Inc. on behalf of: Foreign Equity Fund Global Proxy Service and Russian Rider T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price Emerging Europe & Mediterranean Fund Global Proxy Service and Russian Rider T. Rowe Price Emerging Markets Stock Fund Global Proxy Service and Russian Rider SCHEDULE A PAGE 2 OF 3 APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT T. Rowe Price International Funds, Inc. on behalf of (continued): T. Rowe Price European Stock Fund Global Proxy Service and Russian Rider T. Rowe Price Global Stock Fund Global Proxy Service and Russian Rider T. Rowe Price International Discovery Fund Global Proxy Service and Russian Rider T. Rowe Price International Growth & Income Fund Global Proxy Service and Russian Rider T. Rowe Price International Stock Fund Global Proxy Service and Russian Rider T. Rowe Price Japan Fund Global Proxy Service and Russian Rider T. Rowe Price Latin America Fund Global Proxy Service and Russian Rider T. Rowe Price New Asia Fund Global Proxy Service and Russian Rider T. Rowe Price International Index Fund, Inc. on behalf of: T. Rowe Price International Equity Index Fund Global Proxy Service and Russian Rider T. Rowe Price International Series, Inc. on behalf of: T. Rowe Price International Stock Portfolio Global Proxy Service and Russian Rider T. Rowe Price Media & Telecommunications Fund, Inc. Global Proxy Service Rider T. Rowe Price Mid-Cap Growth Fund, Inc. Global Proxy Service Rider T. Rowe Price Mid-Cap Value Fund, Inc. Global Proxy Service Rider T. Rowe Price New America Growth Fund Global Proxy Service Rider T. Rowe Price New Era Fund, Inc. Global Proxy Service Rider T. Rowe Price New Horizons Fund, Inc. Global Proxy Service Rider T. Rowe Price Real Estate Fund, Inc. Global Proxy Service Rider T. Rowe Price Science & Technology Fund, Inc. Global Proxy Service Rider T. Rowe Price Small-Cap Stock Fund, Inc. Global Proxy Service Rider T. Rowe Price Small-Cap Value Fund, Inc. Global Proxy Service Rider T. Rowe Price Value Fund, Inc. Global Proxy Service Rider Income Funds ------------ T. Rowe Price Corporate Income Fund, Inc. Global Proxy Service Rider T. Rowe Price High Yield Fund, Inc. Global Proxy Service Rider T. Rowe Price Income Series, Inc. on behalf of: T. Rowe Price Limited-Term Bond Portfolio Global Proxy Service Rider T. Rowe Price International Funds, Inc. on behalf of: T. Rowe Price Emerging Markets Bond Fund Global Proxy Service and Russian Rider T. Rowe Price International Bond Fund Global Proxy Service and Russian Rider T. Rowe Price New Income Fund, Inc. Global Proxy Service Rider T. Rowe Price Personal Strategy Funds, Inc. on behalf of: T. Rowe Price Personal Strategy Balanced Fund Global Proxy Service Rider T. Rowe Price Personal Strategy Growth Fund Global Proxy Service Rider T. Rowe Price Personal Strategy Income Fund Global Proxy Service Rider T. Rowe Price Short-Term Bond Fund, Inc. Global Proxy Service Rider SCHEDULE A PAGE 3 OF 3 T. Rowe Price Tax-Efficient Funds, Inc. on behalf of: T. Rowe Price Tax-Efficient Balanced Fund Global Proxy Service Rider T. Rowe Price Tax-Efficient Growth Fund Global Proxy Service Rider T. Rowe Price Tax-Efficient Multi-Cap Growth Fund Global Proxy Service Rider T. Rowe Price U.S. Bond Index Fund, Inc. Global Proxy Service Rider APPLICABLE RIDERS TO CUSTOMER GLOBAL CUSTODY AGREEMENT II. ACCOUNTS SUBJECT TO ERISA The ERISA Rider is applicable to all Customers under Section II of this Schedule A. T. Rowe Price Trust Company, as Trustee for the Johnson Matthey Salaried Employee Savings Plan Common Trust Funds ------------------ T. Rowe Price Trust Company, as Trustee for the International Common Trust Fund on behalf of the Underlying Trusts: Emerging Markets Equity Trust Global Proxy Service Rider Foreign Discovery Trust Global Proxy Service Rider Foreign Discovery Trust - B Global Proxy Service Rider India Trust Global Proxy Service Rider International Small-Cap Trust Global Proxy Service Rider Japan Discovery Trust Global Proxy Service Rider Taiwan Trust Global Proxy Service Rider EX-99.H OTH MAT CONT 5 tranagcyagmt02.txt TRANSFER AGENCY AND SERVICE AGREEMENT between T. ROWE PRICE SERVICES, INC. and THE T. ROWE PRICE FUNDS TABLE OF CONTENTS Page Article A Terms of Appointment 2 Article B Duties of Price Services 3 1. Receipt of Orders/Payments 3 2. Redemptions 5 3. Transfers 7 4. Confirmations 7 5. Returned Checks and ACH Debits 7 6. Redemption of Shares under a Hold 8 7. Dividends, Distributions and Other Corporate Actions 10 8. Abandoned Property and Lost Shareholders 10 9. Books and Records 11 10. Authorized Issued and Outstanding Shares 13 11. Tax Information 13 12. Information to be Furnished to the Fund 14 13. Correspondence 14 14. Lost or Stolen Securities 14 15. Telephone/Computer Services 14 16. Collection of Shareholder Fees 15 17. Form N-SAR 15 18. Cooperation With Accountants 15 19. Blue Sky 15 20. Other Services 16 Article C Fees and Expenses 16 Article D Representations and Warranties of the Price Services 18 Article E Representations and Warranties of the Fund 18 Article F Standard of Care/Indemnification 19 Article G Dual Interests 21 Article H Documentation 21 Article I References to Price Services 23 Article J Compliance with Governmental Rules and Regulations 23 i Article K Ownership of Software and Related Material 23 Article L Quality Service Standards 23 Article M As of Transactions 23 Article N Term and Termination of Agreement 27 Article O Notice 27 Article P Assignment 27 Article Q Amendment/Interpretive Provisions 27 Article R Further Assurances 28 Article S Maryland Law to Apply 28 Article T Merger of Agreement 28 Article U Counterparts 28 Article V The Parties 28 Article W Directors, Trustees, Shareholders and Massachusetts Business Trust 28 Article X Captions 29 ii TRANSFER AGENCY AND SERVICE AGREEMENT AGREEMENT made as of the first day of January, 2002, by and between T. ROWE PRICE SERVICES, INC., a Maryland corporation having its principal office and place of business at 100 East Pratt Street, Baltimore, Maryland 21202 ("Price Services"), and EACH FUND WHICH IS LISTED ON APPENDIX A (as such Appendix may be amended from time to time) and which evidences its agreement to be bound hereby by executing a copy of this Agreement (each such Fund individually hereinafter referred to as "the Fund", whose definition may be found in Article V); WHEREAS, the Fund desires to appoint Price Services as its transfer agent, dividend disbursing agent and agent in connection with certain other activities, and Price Services desires to accept such appointment; WHEREAS, Price Services represents that it is registered with the Securities and Exchange Commission as a Transfer Agent under Section 17A of the Securities Exchange Act of 1934 ("'34 Act") and will notify each Fund promptly if such registration is revoked or if any proceeding is commenced before the Securities and Exchange Commission which may lead to such revocation; WHEREAS, Price Services has the capability of providing shareholder services on behalf of the Funds for the accounts of shareholders in the Funds; WHEREAS, certain of the Funds are underlying investment options of portfolios of College Savings Programs ("529 Plans") and Price Services has the capability of providing services, on behalf of the Funds, for the accounts of individuals participating in these 529 Plans; WHEREAS, certain of the Funds are named investment options under various tax-sheltered retirement plans including, but not limited to, individual retirement accounts, Sep-IRA's, SIMPLE plans, deferred compensation plans, 403(b) plans, and profit sharing, thrift, and money purchase pension plans for self- employed individuals and professional partnerships and corporations, (collectively referred to as "Retirement Plans"); and WHEREAS, Price Services has the capability of providing special services, on behalf of the Funds, for the accounts of shareholders participating in these Retirement Plans ("Retirement Accounts"). WHEREAS, Price Services may subcontract or jointly contract with other parties, on behalf of the Funds to perform certain of the functions and services described herein including services to Retirement Plans and Retirement Accounts; WHEREAS, Price Services may enter into agreements with certain third party intermediaries, who will perform certain of the services described herein for beneficial shareholders of the Funds and may accept orders on behalf of the Fund from such beneficial shareholders; WHEREAS, Price Services may also enter into, on behalf of the Funds, certain banking relationships to perform various banking services including, but not limited to, check deposits, check disbursements, automated clearing house transactions ("ACH") and wire transfers. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows: A. Terms of Appointment Subject to the terms and conditions set forth in this Agreement, the Fund hereby employs and appoints Price Services to act, and Price Services agrees to act, as the Fund's transfer agent, dividend disbursing agent and agent in connection with: (1) the Fund's authorized and issued shares of its common stock or shares of beneficial interest (all such stock and shares to be referred to as "Shares"); (2) any dividend reinvestment or other services provided to the shareholders of the Fund ("Shareholders"), including, without limitation, any periodic investment plan or periodic withdrawal program; and (3) certain 529 Plans, Retirement Plan and Retirement Accounts as agreed upon by the parties. The parties to the Agreement hereby acknowledge that from time to time, Price Services and T. Rowe Price Trust Company and their affiliates may enter into contracts ("Other Contracts") with employee benefit plans and/or their sponsors and the sponsors of 529 Plans for the provision of certain services to participants of 529 Plans and Retirement Plans. Compensation paid to Price Services pursuant to this Agreement is with respect to the services described herein and not with respect to services provided under Other Contracts. B. Duties of Price Services Price Services agrees that it will perform the following services: 1. Receipt of Orders/Payments Receive for acceptance, orders/payments for the purchase of Shares and promptly deliver payment and appropriate documentation thereof to the authorized custodian of the Fund (the "Custodian"). Upon receipt of any check or other instrument drawn or endorsed to it as agent for, or identified as being for the account of, the Fund, Price Services will process the order as follows: Examine the check to determine if the check conforms to the Funds' acceptance procedures (including certain third-party check procedures). If the check conforms, Price Services will endorse the check and include the date of receipt, will process the same for payment, and deposit the net amount to the parties agreed upon designated bank account prior to such deposit in the Custodial account, and will notify the Fund and the Custodian, respectively, of such deposits (such notification to be given on a daily basis of the total amount deposited to said accounts during the prior business day); Subject to guidelines mutually agreed upon by the Funds and Price Services, excess balances, if any, resulting from deposit in these designated bank accounts will be invested and the income therefrom will be used to offset fees which would otherwise be charged to the Funds under this Agreement; Ensure that any documentation received from Investors is in "good order" and all appropriate documentation is received to establish an account. Open a new account, if necessary, and credit the account of the investor with the number of Shares to be purchased according to the price of the Fund's Shares in effect for purchases made on that date, subject to any instructions which the Fund may have given to Price Services with respect to acceptance of orders for Shares; Maintain a record of all unpaid purchases and report such information to the Fund daily; Process periodic payment orders, as authorized by investors, in accordance with the payment procedures mutually agreed upon by both parties; Receive monies from Retirement Plans and determine the proper allocation of such monies to the Retirement Accounts based upon instructions received from Retirement Plan participants or Retirement Plan administrators ("Administrators"); Process contributions in the 529 Plan investment option selected by participant and monitor participant account levels for maximum contribution limit as permitted by 529 Plan; Process orders received from third-party intermediaries on behalf of beneficial Shareholders of omnibus and individual accounts in the Funds in accordance with procedures established by agreement with such intermediaries. Receipt of orders by such third party intermediaries shall be deemed receipt by the Fund for purposes of Rule 22c-1 of the Investment Company Act of 1940; and Process telephone and computer orders for purchases of Fund shares from the Shareholder's bank account (via wire or ACH) to the Fund in accordance with procedures mutually agreed upon by both parties. Upon receipt of funds through the Federal Reserve Wire System that are designated for purchases in Funds which declare dividends at 12:00 p.m. (or such time as set forth in the Fund's current prospectus), Price Services shall promptly notify the Fund and the Custodian of such deposit. 2. Redemptions Receive for acceptance redemption requests, including telephone redemptions and requests received from Administrators for distributions to participants or their designated beneficiaries or for payment of fees due the Administrator or such other person, including Price Services, and deliver the appropriate documentation thereof to the Custodian. Price Services shall receive and stamp with the date of receipt, all requests for redemptions of Shares (including all certificates delivered to it for redemption) and shall process said redemption requests as follows, subject to the provisions of Section 6 hereof: Examine the redemption request and, for written redemptions, the supporting documentation, to determine that the request is in good order and all requirements have been met; Notify the Fund on the next business day of the total number of Shares presented and covered by all such requests; For those Funds that impose redemption fees, calculate the fee owed on the redemption in accordance with the guidelines established between the Fund and Price Services; As set forth in the prospectus of the Fund, and in any event, on or prior to the seventh (7th) calendar day succeeding any such request for redemption, Price Services shall, from funds available in the accounts maintained by Price Services as agent for the Funds, pay the applicable redemption price in accordance with the current prospectus of the Fund, to the investor, participant, beneficiary, Administrator or such other person, as the case may be; Instruct custodian to wire redemption proceeds to a designated bank account of Price Services. Subject to guidelines mutually agreed upon by the Funds and Price Services, excess balances, if any, resulting from deposit in these bank accounts will be invested and the income therefrom will be used to offset fees which would otherwise be charged to the Funds under this Agreement; If any request for redemption does not comply with the Fund's requirements, Price Services shall promptly notify the investor of such fact, together with the reason therefore, and shall effect such redemption at the price in effect at the time of receipt of all appropriate documents; Make such withholdings as may be required under applicable Federal tax laws; In the event redemption proceeds for the payment of fees are to be wired through the Federal Reserve Wire System or via ACH, Price Services shall cause such proceeds to be wired in Federal funds or via ACH to the bank account designated by Shareholder; Process redemption orders received from third party intermediaries on behalf of beneficial Shareholders in omnibus and individual accounts in the Funds in accordance with procedures established by agreement with such intermediaries. Receipt of redemption orders by such third party intermediaries shall be deemed receipt by the Fund for purposes of Rule 22c-1 of the Investment Company Act of 1940; Process distributions and refunds of 529 Plans to participants or others, as directed, in accordance with the 529 Plan's requirements; and Process periodic redemption orders as authorized by the investor in accordance with the periodic withdrawal procedures for Systematic Withdrawal Plan ("SWP") and systematic ACH redemptions mutually agreed upon by both parties. Procedures and requirements for effecting and accepting redemption orders from investors by telephone, Tele*Access, computer, or written instructions shall be established by mutual agreement between Price Services and the Fund consistent with the Fund's current prospectus. 3. Transfers Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions and documentation and examine such instructions for conformance with appropriate procedures and requirements. In this regard, Price Services, upon receipt of a proper request for transfer, including any transfer involving the surrender of certificates of Shares, is authorized to transfer, on the records of the Fund, Shares of the Fund, including cancellation of surrendered certificates, if any, to credit a like amount of Shares to the transferee. 4. Confirmations Mail all confirmations and statements as well as other enclosures requested by the Fund to the shareholders or 529 plan participants, and in the case of Retirement Accounts, to the participants and/or Administrators, as may be required by the Funds or by applicable Federal or state law. 5. Returned Checks and ACH Debits In order to minimize the risk of loss to the Fund by reason of any check being returned unpaid, Price Services will promptly identify and follow-up on any check or ACH debit returned unpaid. For items returned, Price Services may telephone the investor and/or redeposit the check or debit for collection or cancel the purchase, as deemed appropriate. Price Services and the Funds will establish procedures for the collection of money owed the Fund from investors who have caused losses due to these returned items. 6. Redemption of Shares under a Hold Uncollected Funds. Shares purchased by personal, corporate, governmental check, cashier's, treasurer's, certified or official checks or by ACH will be considered uncollected until the tenth calendar date following the trade date of the trade ("Uncollected Funds"); Good Funds. Shares purchased by wire transfer or automatically through a shareholder's paycheck will be considered collected immediately ("Good Funds"). Absent information to the contrary (i.e., notification from the payee institution), Uncollected Funds will be considered Good Funds on the tenth calendar day following trade date. Redemption of Uncollected Funds Shareholders making telephone requests for redemption of shares purchased with Uncollected Funds will be given two options: 1. The Shareholder will be permitted to exchange to another Fund until the payment is deemed Good Funds; or 2. The redemption can be processed utilizing the same procedures for written redemptions described below. If a written redemption request is made for shares where any portion of the payment for said shares is in Uncollected Funds, and the request is in good order, Price Services will promptly obtain the information relative to the payment necessary to determine when the payment becomes Good Funds. The redemption will be processed in accordance with normal procedures, and the proceeds will be held until confirmation that the payment is Good Funds. On the seventh (7th) calendar day after trade date, and each day thereafter until either confirmation is received or the tenth (10th) calendar day Price Services will call the paying institution to request confirmation that the check or ACH in question has been paid. On the tenth calendar day after trade date, the redemption proceeds will be released, regardless of whether confirmation has been received. Checkwriting Redemptions. Daily, all checkwriting redemptions $10,000 and over reported as Uncollected Funds or insufficient funds will be reviewed. An attempt will be made to contact the shareholder to obtain alternative instructions for payment (through wire, exchange, transfer). Generally by 12:00 p.m. the same day, if the matter has not been resolved, the redemption request will be rejected and the check returned to the Shareholder. All checkwriting redemptions under $10,000 reported as Uncollected or insufficient funds will be rejected and the check returned to the Shareholder. The Funds and Services may agree to contact shareholders presenting checks under $10,000 reported as insufficient to obtain alternative instructions for payment. Confirmations of Available Funds/Bank Account Registrations. The Fund expects that situations may develop whereby it would be beneficial to determine (i) if a person who has placed an order for Shares has sufficient funds in his or her checking account to cover the payment for the Shares purchased or (ii) if the bank account owner(s) are the same as the Fund Shareholder(s) (i.e., when establishing an account on-line and funding the account via ACH). When this situation occurs, Price Services may call the bank in question and request that it confirm that sufficient funds to cover the purchase are currently credited to the account in question and/or the bank account owner(s) are the same as the mutual fund owner(s). Price Services will maintain written documentation or a recording of each telephone call that is made under the procedures outlined above. None of the above procedures shall preclude Price Services from inquiring as to the status of any check received by it in payment for the Fund's Shares as Price Services may deem appropriate or necessary to protect both the Fund and Price Services. If a conflict arises between Section 2 and this Section 6, Section 6 will govern. 7. Dividends, Distributions and Other Corporate Actions The Fund will promptly inform Price Services of the declaration of any dividend, distribution, stock split or any other distributions of a similar kind on account of its Capital Stock. Price Services shall act as Dividend Disbursing Agent for the Fund, and as such, shall prepare and make income and capital gain payments to investors. As Dividend Disbursing Agent, Price Services will on or before the payment date of any such dividend or distribution, notify the Custodian of the estimated amount required to pay any portion of said dividend or distribution which is payable in cash, and the Fund agrees that on or about the payment date of such distribution, it shall instruct the Custodian to make available to Price Services sufficient funds for the cash amount to be paid out. If an investor is entitled to receive additional Shares by virtue of any such distribution or dividend, appropriate credits will be made to his or her account. 8. Abandoned Property and Lost Shareholders In accordance with procedures agreed upon by both parties, report abandoned property to appropriate state and governmental authorities of the Fund. Price Services shall, 90 days prior to the annual reporting of abandoned property to each of the states, make reasonable attempts to locate Shareholders for which (a) checks, tax forms, statements or confirms have been returned; (b) for which accounts have aged outstanding checks; or (c) accounts with share balances that have been coded with stop mail and meet the dormancy period guidelines specified in the individual states. Price Services shall make reasonable attempts to contact shareholders for those accounts that have significant aged outstanding checks and those checks meet a specified dollar threshold. Price Services shall also comply with applicable securities regulations with respect to searching for lost shareholders. 9. Books and Records Maintain records showing for each Shareholder's account, 529 Plan, Retirement Plan or Retirement Account, as the case may be, the following: Names, address and tax identification number; Number of Shares held; Certain historical information regarding the account of each Shareholder, including dividends and distributions distributed in cash or invested in Shares; Pertinent information regarding the establishment and maintenance of Retirement Plans and Retirement Accounts necessary to properly administer each account; Information with respect to the source of dividends and distributions allocated among income (taxable and nontaxable income), realized short-term gains and realized long-term gains; Any stop or restraining order placed against a Shareholder's account; Information with respect to withholdings on domestic and foreign accounts; Any instructions from a Shareholder including, all forms furnished by the Fund and executed by a Shareholder with respect to (i) dividend or distribution elections, and (ii) elections with respect to payment options in connection with the redemption of Shares; Any correspondence relating to the current maintenance of a Shareholder's account; Certificate numbers and denominations for any Shareholder holding certificates; Any information required in order for Price Services to perform the calculations contemplated under this Agreement. Price Services shall maintain files and furnish statistical and other information as required under this Agreement and as may be agreed upon from time to time by both parties or required by applicable law. However, Price Services reserves the right to delete, change or add any information to the files maintained; provided such deletions, changes or additions do not contravene the terms of this Agreement or applicable law and do not materially reduce the level of services described in this Agreement. Price Services shall also use its best efforts to obtain additional statistical and other information as each Fund may reasonably request for additional fees as may be agreed to by both parties. Any such records maintained pursuant to Rule 31a-1 under the Investment Company Act of 1940 and 17AD-6 and 7 under the Securities and Exchange Act will be preserved for the periods and maintained in a manner prescribed under the Rules. Disposition of such records after such prescribed periods shall be as mutually agreed upon by the Fund and Price Services. The retention of such records, which may be inspected by the Fund at reasonable times, shall be at the expense of the Fund. All records maintained by Price Services in connection with the performance of its duties under this Agreement will remain the property of the Fund and, in the event of termination of this Agreement, will be delivered to the Fund as of the date of termination or at such other time as may be mutually agreed upon. All books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except after prior notification to and approval by the other party hereto, which approval shall not be unreasonably withheld and may not be withheld where Price Services or the Fund may be exposed to civil or criminal contempt proceedings for failure to comply; when requested to divulge such information by duly constituted governmental authorities; or after so requested by the other party hereto. 10. Authorized Issued and Outstanding Shares Record the issuance of Shares of the Fund and maintain, pursuant to Rule 17Ad-10(e) of the '34 Act, a record of the total number of Shares of the Fund which are authorized, issued and outstanding, based upon data provided to it by the Fund. Price Services shall also provide the Fund on a regular basis the total number of Shares that are authorized and issued and outstanding. Price Services shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issuance or sale of such Shares. 11. Tax Information Prepare and file with the Internal Revenue Service and with other appropriate state agencies and, if required, mail to investors, those returns for reporting dividends and distributions paid as required to be so filed and mailed, and shall withhold such sums required to be withheld under applicable Federal income tax laws, rules, and regulations. Additionally, Price Services will file and, as applicable, mail to investors, any appropriate information returns required to be filed in connection with Retirement Plan processing, such as 1099R, 5498, as well as any other appropriate forms that the Fund or Price Services may deem necessary. The Fund and Price Services shall agree to procedures to be followed with respect to Price Services' responsibilities in connection with compliance with back-up withholding and other tax laws. 12. Information to be Furnished to the Fund Furnish to the Fund such information as may be agreed upon between the Fund and Price Services including any information that the Fund and Price Services agree is necessary to the daily operations of the business. 13. Correspondence Promptly and fully answer correspondence from shareholders, participants and Administrators relating to Shareholder Accounts, Retirement Accounts, and 529 Plan accounts, transfer agent procedures, and such other correspondence as may from time to time be mutually agreed upon with the Funds. Unless otherwise instructed, copies of all correspondence will be retained by Price Services in accordance with applicable law and procedures. 14. Lost or Stolen Securities Pursuant to Rule 17f-1 of the '34 Act, report to the Securities Information Center and/or the FBI or other appropriate person on Form X-17-F-1A all lost, stolen, missing or counterfeit securities. Provide any other services relating to lost, stolen or missing securities as may be mutually agreed upon by both parties. 15. Telephone/Computer Services Maintain a Telephone Servicing Staff of representatives ("Representatives") sufficient to timely respond to all telephonic inquiries reasonably foreseeable. The Representatives will also effect telephone purchases, redemptions, exchanges, and other transactions mutually agreed upon by both parties, for those Shareholders who have authorized telephone services. The Representatives shall require each Shareholder or participant effecting a telephone transaction to properly identify himself/herself before the transaction is effected, in accordance with procedures agreed upon between by both parties. Procedures for processing telephone transactions will be mutually agreed upon by both parties. Price Services will also be responsible for providing Tele*Access, On-Line Access and such other Services as may be offered by the Funds from time to time. Price Services will maintain a special Shareholder Servicing staff to service certain Shareholders with substantial relationships with the Funds. 16. Collection of Shareholder/Participant Fees Calculate and notify shareholders and participants of 529 Plans of any fees owed the Fund, its affiliates or its agents. Such fees include the small account fee, IRA custodial fee, wire fee and any initial and annual fees for participation in the 529 Plan. 17. Form N-SAR Maintain such records, if any, as shall enable the Fund to fulfill the requirements of Form N-SAR. 18. Cooperation With Accountants Cooperate with each Fund's independent public accountants and take all reasonable action in the performance of its obligations under the Agreement to assure that the necessary information is made available to such accountants for the expression of their opinion without any qualification as to the scope of their examination, including, but not limited to, their opinion included in each such Fund's annual report on Form N-SAR and annual amendment to Form N-1A. 19. Blue Sky Provide to the Fund or its agent, on a daily, weekly, monthly and quarterly basis, and for each state in which the Fund's Shares are sold, sales reports and other materials for blue sky compliance purposes as shall be agreed upon by the parties. 20. Other Services Provide such other services as may be mutually agreed upon between Price Services and the Fund. C. Fees and Expenses Except as set forth in this Paragraph C, Price Services is responsible for all expenses relating to the providing of the services hereunder. Each Fund is directly responsible for the fees set forth under Section I of Schedule A and the vendor charges under Section II of Schedule A as well as the following expenses and charges: Postage. The cost of postage and freight for mailing materials to Shareholders and 529 Plan and Retirement Plan participants, or their agents, including overnight delivery, UPS and other express mail services and special courier services required to transport mail between Price Services locations and mail processing vendors. Proxies. The cost to mail proxy cards and other material supplied to it by the Fund and costs related to the receipt, examination and tabulation of returned proxies and the certification of the vote to the Fund. Communications Print. The printed forms used internally and externally for documentation and processing Shareholder and 529 Plan and Retirement Plan participant, or their agent's inquiries and requests; paper and envelope supplies for letters, notices, and other written communications sent to Shareholders and Retirement Plan participants, or their agents. Print & Mail House. The cost of internal and third party printing and mail house services, including printing of statements, prospectuses and reports sent to existing Shareholders. Voice and Data. The cost of equipment (including associated maintenance), supplies and services used for communicating with and servicing Shareholders of the Fund and 529 Plan and Retirement Plan participants, or their agents, and other Fund offices or other agents of either the Fund or Price Services. These charges shall include: telephone toll charges (both incoming and outgoing, local, long distance and mailgrams); data and telephone expenses to communicate with shareholders and transfer shareholders between T. Rowe Price facilities; and production support, service enhancements and custom reporting for the shareholder mainframe recordkeeping system. Record Retention. The cost of maintenance and supplies used to maintain, microfilm, copy, record, index, display, retrieve, and store, in optical disc, microfiche or microfilm form, documents and records. Disaster Recovery. The cost of services, equipment, facilities and other charges necessary to provide disaster recovery for any and all services listed in this Agreement. As an accommodation to the Funds and acting as their agent, Price Services may make payments directly to vendors for Fund expenses and, thereafter, be reimbursed by the Funds on a timely basis. Some invoices for these costs will contain costs for both the Funds and other funds serviced by Price Services. These costs will be allocated based on a reasonable allocation methodology. Where possible, such as in the case of inbound and outbound WATS charges, allocation will be made on the actual distribution or usage. D. Representations and Warranties of Price Services Price Services represents and warrants to the Fund that: 1. It is a corporation duly organized and existing and in good standing under the laws of Maryland; 2. It is duly qualified to carry on its business in Maryland, Colorado and Florida; 3. It is empowered under applicable laws and by its charter and by-laws to enter into and perform this Agreement; 4. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; 5. It is registered with the Securities and Exchange Commission as a Transfer Agent pursuant to Section 17A of the '34 Act; and 6. It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement. E. Representations and Warranties of the Fund The Fund represents and warrants to Price Services that: 1. It is a corporation or business trust duly organized and existing and in good standing under the laws of Maryland or Massachusetts, as the case may be; 2. It is empowered under applicable laws and by its Articles of Incorporation or Declaration of Trust, as the case may be, and By-Laws to enter into and perform this Agreement; 3. All proceedings required by said Articles of Incorporation or Declaration of Trust, as the case may be, and By-Laws have been taken to authorize it to enter into and perform this Agreement; 4. It is an investment company registered under the Act; and 5. A registration statement under the Securities Act of 1933 ("the '33 Act") is currently effective and will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Fund being offered for sale. F. Standard of Care/Indemnification Notwithstanding anything to the contrary in this Agreement: 1. Price Services shall not be liable to any Fund for any act or failure to act by it or its agents or subcontractors on behalf of the Fund in carrying or attempting to carry out the terms and provisions of this Agreement provided Price Services has acted in good faith and without negligence or willful misconduct and selected and monitored the performance of its agents and subcontractors with reasonable care. 2. The Fund shall indemnify and hold Price Services harmless from and against all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by Price Services resulting from: (i) any action or omission by Price Services or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Services acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Services acting upon information provided by the Fund in form and under policies agreed to by Price Services and the Fund. Price Services shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Services or where Price Services has not exercised reasonable care in selecting or monitoring the performance of its agents or subcontractors. 3. Except as provided in Article M of this Agreement, Price Services shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Services or which result from Price Services' failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Services. 4. In determining Price Services' liability, an isolated error or omission will normally not be deemed to constitute negligence when it is determined that: Price Services had in place "appropriate procedures;" and the employee(s) responsible for the error or omission had been reasonably trained and were being appropriately monitored. No evidence or circumstances have been produced to indicate that the individual who committed the error or omission was functioning in bad faith, gross negligence or willful misconduct at the time of the incident. It is understood that Price Services is not obligated to have in place separate procedures to prevent each and every conceivable type of error or omission. The term "appropriate procedures" shall mean procedures reasonably designed to prevent and detect errors and omissions. In determining the reasonableness of such procedures, weight will be given to such factors as are appropriate, including the prior occurrence of any similar errors or omissions when such procedures were in place and transfer agent industry standards in place at the time of the occurrence. 5. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 6. In order that the indemnification provisions contained in this Article E shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party's prior written consent. 7. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement. G. Dual Interests It is understood that some person or persons may be directors, officers, or shareholders of both the Funds and Price Services (including Price Services' affiliates), and that the existence of any such dual interest shall not affect the validity of this Agreement or of any transactions hereunder except as otherwise provided by a specific provision of applicable law. H. Documentation As requested by Price Services, the Fund shall promptly furnish to Price Services the following: A certified copy of the resolution of the Directors/Trustees of the Fund authorizing the appointment of Price Services and the execution and delivery of this Agreement; A copy of the Articles of Incorporation or Declaration of Trust, as the case may be, and By-Laws of the Fund and all amendments thereto; As applicable, specimens of all forms of outstanding and new stock/share certificates in the forms approved by the Board of Directors/Trustees of the Fund with a certificate of the Secretary of the Fund as to such approval; All account application forms and other documents relating to Shareholders' accounts; An opinion of counsel for the Fund with respect to the validity of the stock, the number of Shares authorized, the status of redeemed Shares, and the number of Shares with respect to which a Registration Statement has been filed and is in effect; and A copy of the Fund's current prospectus. The delivery of any such document for the purpose of any other agreement to which the Fund and Price Services are or were parties shall be deemed to be delivery for the purposes of this Agreement. As requested by Price Services, the Fund will also furnish from time to time the following documents: Each resolution of the Board of Directors/Trustees of the Fund authorizing the original issue of its Shares; Each Registration Statement filed with the Securities and Exchange Commission and amendments and orders thereto in effect with respect to the sale of Shares with respect to the Fund; A certified copy of each amendment to the Articles of Incorporation or Declaration of Trust, and the By-Laws of the Fund; Certified copies of each vote of the Board of Directors/Trustees authorizing officers to give instructions to the Transfer Agent; Such other documents or opinions which Price Services, in its discretion, may reasonably deem necessary or appropriate in the proper performance of its duties; and Copies of new prospectuses issued. Price Services hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. I. References to Price Services Each Fund agrees not to circulate any printed matter which contains any reference to Price Services without the prior approval of Price Services, excepting solely such printed matter that merely identifies Price Services as agent of the Fund. The Fund will submit printed matter requiring approval to Price Services in draft form, allowing sufficient time for review by Price Services and its legal counsel prior to any deadline for printing. J. Compliance with Governmental Rules and Regulations Except as otherwise provided in the Agreement and except for the accuracy of information furnished to the Fund by Price Services, each Fund assumes full responsibility for the preparation, contents and distribution of its prospectuses and compliance with all applicable requirements of the Act, the '34 Act, the '33 Act, and any other laws, rules and regulations of governmental authorities having jurisdiction over the Fund. Price Services shall be responsible for complying with all laws, rules and regulations of governmental authorities having jurisdiction over transfer agents and their activities. K. Ownership of Software and Related Material All computer programs, magnetic tapes, written procedures and similar items purchased and/or developed and used by Price Services in performance of the Agreement shall be the property of Price Services and will not become the property of the Fund. L. Quality Service Standards Price Services and the Fund may from time to time agree to certain quality service standards, as well as incentives and penalties with respect to Price Services' hereunder. M. As Of Transactions For purposes of this Article M, the term "Transaction" shall mean any single or "related transaction" (as defined below) involving the purchase or redemption of Shares (including exchanges) that is processed at a time other than the time of the computation of the Fund's net asset value per Share next computed after receipt of any such transaction order by Price Services due to an act or omission of Price Services. "As Of Processing" refers to the processing of these Transactions. If more than one Transaction ("Related Transaction") in the Fund is caused by or occurs as a result of the same act or omission, such transactions shall be aggregated with other transactions in the Fund and be considered as one Transaction. Reporting Price Services shall: 1. Utilize a system to identify all Transactions, and shall compute the net effect of such Transactions upon the Fund on a daily, monthly and rolling 365-day basis. The monthly and rolling 365-day periods are hereafter referred to as "Cumulative." 2. Supply to the Fund, from time to time as mutually agreed upon, a report summarizing the Transactions and the daily and Cumulative net effects of such Transactions both in terms of aggregate dilution and loss ("Dilution") or gain and negative dilution ("Gain") experienced by the Fund, and the impact such Gain or Dilution has had upon the Fund's net asset value per Share. 3. With respect to any Transaction which causes Dilution to the Fund of $100,000 or more, immediately provide the Fund: (i) a report identifying the Transaction and the Dilution resulting therefrom, (ii) the reason such Transaction was processed as described above, and (iii) the action that Price Services has or intends to take to prevent the reoccurrence of such as of processing ("Report"). Liability 1. It will be the normal practice of the Funds not to hold Price Services liable with respect to any Transaction that causes Dilution to any single Fund of less than $25,000. Price Services will, however, closely monitor for each Fund the daily and Cumulative Gain/Dilution that is caused by Transactions of less than $25,000. When the Cumulative Dilution to any Fund exceeds 3/10 of 1% per share, Price Services, in consultation with counsel to the Fund, will make appropriate inquiry to determine whether it should take any remedial action. Price Services will report to the Board of Directors/Trustees of the Fund ("Board") any action it has taken. 2. Where a Transaction causes Dilution to a Fund greater than $25,000 ("Significant Transaction"), but less than $100,000, Price Services will review with Counsel to the Fund the circumstances surrounding the underlying Transaction to determine whether the Transaction was caused by or occurred as a result of a negligent act or omission by Price Services. If it is determined that the Dilution is the result of a negligent action or omission by Price Services, Price Services and outside counsel for the Fund will negotiate settlement. Significant Transactions greater than $25,000 will be reported to the Audit Committee at its annual meeting (unless the settlement fully compensates the Fund for any Dilution). Any Significant Transaction, however, causing Dilution in excess of the lesser of $100,000 or a penny per share will be promptly reported to the Board and resolved at the next scheduled Board Meeting. Settlement for Significant Transactions causing Dilution of $100,000 or more will not be entered into until approved by the Board. The factors to consider in making any determination regarding the settlement of a Significant Transaction would include but not be limited to: Procedures and controls adopted by Price Services to prevent As Of Processing; Whether such procedures and controls were being followed at the time of the Significant Transaction; The absolute and relative volume of all transactions processed by Price Services on the day of the Significant Transaction; The number of Transactions processed by Price Services during prior relevant periods, and the net Dilution/Gain as a result of all such Transactions to the Fund and to all other Price Funds; The prior response of Price Services to recommendations made by the Funds regarding improvement to Price Services' As Of Processing procedures. 3. In determining Price Services' liability with respect to a Significant Transaction, an isolated error or omission will normally not be deemed to constitute negligence when it is determined that: Price Services had in place "appropriate procedures." the employee(s) responsible for the error or omission had been reasonably trained and were being appropriately monitored; and No evidence or circumstances have been produced to indicate that the individual who committed the error or omission was functioning in bad faith, gross negligence or willful misconduct at the time of the incident. It is understood that Price Services is not obligated to have in place separate procedures to prevent each and every conceivable type of error or omission. The term "appropriate procedures" shall mean procedures reasonably designed to prevent and detect errors and omissions. In determining the reasonableness of such procedures, weight will be given to such factors as are appropriate, including the prior occurrence of any similar errors or omissions when such procedures were in place and transfer agent industry standards in place at the time of the occurrence. As Of Transactions - Intermediaries If an As Of Transaction is performed by an intermediary, which is designated by the Fund to received orders for Fund Shares, Price Services shall cause such intermediary to promptly reimburse the Fund for any Dilution caused by such As Of Transaction; provided, however, Price Services shall not be obligated to seek reimbursement from such intermediary if the Dilution is less than $100. N. Term and Termination of Agreement This Agreement shall run for a period of one (1) year from the date first written above and will be renewed from year to year thereafter unless terminated by either party as provided hereunder. This Agreement may be terminated by the Fund upon one hundred twenty (120) days' written notice to Price Services; and by Price Services, upon three hundred sixty-five (365) days' writing notice to the Fund. Upon termination hereof, the Fund shall pay to Price Services such compensation as may be due as of the date of such termination, and shall likewise reimburse for out-of-pocket expenses related to its services hereunder. O. Notice Any notice as required by this Agreement shall be sufficiently given (i) when sent to an authorized person of the other party at the address of such party set forth above or at such other address as such party may from time to time specify in writing to the other party; or (ii) as otherwise agreed upon by appropriate officers of the parties hereto. P. Assignment Neither this Agreement nor any rights or obligations hereunder may be assigned either voluntarily or involuntarily, by operation of law or otherwise, by either party without the prior written consent of the other party, provided this shall not preclude Price Services from employing such agents and subcontractors as it deems appropriate to carry out its obligations set forth hereunder. Q. Amendment/Interpretive Provisions The parties by mutual written agreement may amend this Agreement at any time. In addition, in connection with the operation of this Agreement, Price Services and the Fund may agree from time to time on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions are to be signed by all parties and annexed hereto, but no such provision shall contravene any applicable Federal or state law or regulation and no such interpretive or additional provision shall be deemed to be an amendment of this Agreement. R. Further Assurances Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof. S. Maryland Law to Apply This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of Maryland. T. Merger of Agreement This Agreement, including the attached Appendices and Schedules supersedes any prior agreement with respect to the subject hereof, whether oral or written. U. Counterparts This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instruments. V. The Parties All references herein to "the Fund" are to each of the Funds listed on Appendix A individually, as if this Agreement were between such individual Fund and Price Services. In the case of a series Fund or trust, all references to "the Fund" are to the individual series or portfolio of such Fund or trust, or to such Fund or trust on behalf of the individual series or portfolio, as appropriate. The "Fund" also includes any T. Rowe Price Funds that may be established after the execution of this Agreement. Any reference in this Agreement to "the parties" shall mean Price Services and such other individual Fund as to which the matter pertains. W. Directors, Trustees and Shareholders and Massachusetts Business Trust It is understood and is expressly stipulated that neither the holders of Shares in the Fund nor any Directors or Trustees of the Fund shall be personally liable hereunder. With respect to any Fund which is a party to this Agreement and which is organized as a Massachusetts business trust, the term "Fund" means and refers to the trustees from time to time serving under the applicable trust agreement (Declaration of Trust) of such Trust as the same may be amended from time to time. It is expressly agreed that the obligations of any such Trust hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of the Trust, personally, but bind only the trust property of the Trust, as provided in the Declaration of Trust of the Trust. The execution and delivery of this Agreement has been authorized by the trustees and signed by an authorized officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them, but shall bind only the trust property of the Trust as provided in its Declaration of Trust. X. Captions The captions in the Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf under their seals by and through their duly authorized officers. T. ROWE PRICE SERVICES, INC. T. ROWE PRICE FUNDS BY: /s/Wayne O'Melia BY: /s/Joseph Carrier Wayne O'Melia Joseph Carrier Treasurer DATED: DATED: lhc\wpdata\agrmnt\2002.PriceServices.TransferAgencyAgreement.doc APPENDIX A T. ROWE PRICE BALANCED FUND, INC. T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. T. Rowe Price Blue Chip Growth Fund--Advisor Class T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST California Tax-Free Bond Fund California Tax-Free Money Fund T. ROWE PRICE CAPITAL APPRECIATION FUND T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. T. ROWE PRICE CORPORATE INCOME FUND, INC. T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC. T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. T. ROWE PRICE DIVIDEND GROWTH FUND, INC. T. ROWE PRICE EQUITY INCOME FUND T. Rowe Price Equity Income Fund--Advisor Class T. ROWE PRICE EQUITY SERIES, INC. T. Rowe Price Equity Income Portfolio T. Rowe Price New America Growth Portfolio T. Rowe Price Personal Strategy Balanced Portfolio T. Rowe Price Mid-Cap Growth Portfolio T. Rowe Price Blue Chip Growth Portfolio T. Rowe Price Equity Index 500 Portfolio T. Rowe Price Health Sciences Portfolio T. ROWE PRICE FINANCIAL SERVICES FUND, INC. T. ROWE PRICE FIXED INCOME SERIES, INC. T. Rowe Price Limited-Term Bond Portfolio T. Rowe Price Prime Reserve Portfolio T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC. T. ROWE PRICE GNMA FUND T. ROWE PRICE GROWTH & INCOME FUND, INC. T. ROWE PRICE GROWTH STOCK FUND, INC. T. Rowe Price Growth Stock Fund--Advisor Class T. ROWE PRICE HEALTH SCIENCES FUND, INC. T. ROWE PRICE HIGH YIELD FUND, INC. T. Rowe Price High Yield Fund--Advisor Class T. ROWE PRICE INDEX TRUST, INC. T. Rowe Price Equity Index 500 Fund T. Rowe Price Extended Equity Market Index Fund T. Rowe Price Total Equity Market Index Fund T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC. T. Rowe Price Institutional Mid-Cap Equity Growth Fund T. Rowe Price Institutional Large-Cap Value Fund T. Rowe Price Institutional Small-Cap Stock Fund T. Rowe Price Institutional Large-Cap Growth Fund T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC. T. Rowe Price Institutional Foreign Equity Fund T. ROWE PRICE INTERNATIONAL FUNDS, INC. T. Rowe Price International Stock Fund T. Rowe Price International Discovery Fund T. Rowe Price European Stock Fund T. Rowe Price New Asia Fund T. Rowe Price Japan Fund T. Rowe Price Latin America Fund T. Rowe Price Emerging Markets Stock Fund T. Rowe Price Global Stock Fund T. Rowe Price International Growth & Income Fund T. Rowe Price International Stock Fund--Advisor Class T. Rowe Price Emerging Europe & Mediterranean Fund T. Rowe Price International Bond Fund T. Rowe Price Emerging Markets Bond Fund T. Rowe Price International Bond Fund--Advisor Class T. ROWE PRICE INTERNATIONAL INDEX FUND, INC. T. Rowe Price International Equity Index Fund T. ROWE PRICE INTERNATIONAL SERIES, INC. T. Rowe Price International Stock Portfolio T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. T. ROWE PRICE MID-CAP GROWTH FUND, INC. T. Rowe Price Mid-Cap Growth Fund--Advisor Class T. ROWE PRICE MID-CAP VALUE FUND, INC. T. ROWE PRICE NEW AMERICA GROWTH FUND T. ROWE PRICE NEW ERA FUND, INC. T. ROWE PRICE NEW HORIZONS FUNDS, INC. T. ROWE PRICE NEW INCOME FUND, INC. T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC. T. Rowe Price Personal Strategy Balanced Fund T. Rowe Price Personal Strategy Growth Fund T. Rowe Price Personal Strategy Income Fund T. ROWE PRICE PRIME RESERVE FUND, INC. T. Rowe Price Prime Reserve Fund--PLUS Class T. ROWE PRICE REAL ESTATE FUND, INC. T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC. T. Rowe Price Reserve Investment Fund T. Rowe Price Government Reserve Investment Fund T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. T. Rowe Price Science & Technology Fund--Advisor Class T. ROWE PRICE SHORT-TERM BOND FUND, INC. T. ROWE PRICE SMALL-CAP STOCK FUND, INC. T. Rowe Price Small-Cap Stock Fund--Advisor Class T. ROWE PRICE SMALL-CAP VALUE FUND, INC. T. Rowe Price Small-Cap Value Fund--Advisor Class T. ROWE PRICE SPECTRUM FUND, INC. Spectrum Income Fund Spectrum Growth Fund Spectrum International Fund T. ROWE PRICE STATE TAX-FREE INCOME TRUST New York Tax-Free Money Fund New York Tax-Free Bond Fund Maryland Tax-Free Bond Fund Virginia Tax-Free Bond Fund New Jersey Tax-Free Bond Fund Maryland Short-Term Tax-Free Bond Fund Florida Intermediate Tax-Free Fund Georgia Tax-Free Bond Fund Maryland Tax-Free Money Fund T. ROWE PRICE SUMMIT FUNDS, INC. T. Rowe Price Summit Cash Reserves Fund T. Rowe Price Summit GNMA Fund T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC. T. Rowe Price Summit Municipal Money Market Fund T. Rowe Price Summit Municipal Intermediate Fund T. Rowe Price Summit Municipal Income Fund T. ROWE PRICE TAX-EFFICIENT FUNDS, INC. T. Rowe Price Tax-Efficient Balanced Fund T. Rowe Price Tax-Efficient Growth Fund T. Rowe Price Tax-Efficient Multi-Cap Growth Fund T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. T. Rowe Price Tax-Exempt Money Fund--PLUS Class T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. T. ROWE PRICE TAX-FREE INCOME FUND, INC. T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC. T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC. T. ROWE PRICE U.S. BOND INDEX FUND, INC. T. ROWE PRICE U.S. TREASURY FUNDS, INC. U.S. Treasury Intermediate Fund U.S. Treasury Long-Term Fund U.S. Treasury Money Fund T. ROWE PRICE VALUE FUND, INC. T. Rowe Price Value Fund--Advisor Class lhc\wpdata\agrmnt\2002.PriceServices.TransferAgencyAgreemen t.doc EX-99.H OTH MAT CONT 6 fundacctagmt02.txt AGREEMENT between T. ROWE PRICE ASSOCIATES, INC. and THE T. ROWE PRICE FUNDS for FUND ACCOUNTING SERVICES TABLE OF CONTENTS Page Article A Terms of Appointment/Duties of Price Associates 1 Article B Fees and Expenses 3 Article C Representations and Warranties of Price Associates 4 Article D Representations and Warranties of the Fund 4 Article E Ownership of Software and Related Material 5 Article F Quality Service Standards 5 Article G Standard of Care/Indemnification 5 Article H Dual Interests 7 Article I Documentation 8 Article J Recordkeeping/Confidentiality 8 Article K Compliance with Governmental Rules and Regulations 8 Article L Terms and Termination of Agreement 9 Article M Notice 9 Article N Assignment 9 Article O Amendment/Interpretive Provisions 10 Article P Further Assurances 10 Article Q Maryland Law to Apply 10 Article R Merger of Agreement 10 Article S Counterparts 10 Article T The Parties 11 Article UDirectors, Trustee and Shareholders and Massachusetts Business Trust 11 Article V Captions 12 i AGREEMENT made as of the first day of January, 2002, by and between T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office and place of business at 100 East Pratt Street, Baltimore, Maryland 21202 ("Price Associates"), and each Fund which is listed on Appendix A (as such Appendix may be amended from time to time) and which evidences its agreement to be bound hereby by executing a copy of this Agreement (each such Fund individually hereinafter referred to as "the Fund", whose definition may be found in Article T); WHEREAS, Price Associates has the capability of providing the Funds with certain accounting services ("Accounting Services"); WHEREAS, the Fund desires to appoint Price Associates to provide these Accounting Services and Price Associates desires to accept such appointment; WHEREAS, Price Associates may subcontract or jointly contract with other parties, on behalf of the Funds to perform certain of the functions and services described herein; WHEREAS, the Board of Directors of the Fund has authorized the Fund to utilize various pricing services for the purpose of providing to Price Associates securities prices for the calculation of the Fund's net asset value. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows: A. Terms of Appointment/Duties of Price Associates Subject to the terms and conditions set forth in this Agreement, the Fund hereby employs and appoints Price Associates to provide, and Price Associates agrees to provide, the following Accounting Services: 1. Maintain for each Fund a daily trial balance, a general ledger, subsidiary records and capital stock accounts; 2. Maintain for each Fund an investment ledger, including amortized bond and foreign dollar denominated costs where applicable; 3. Maintain for each Fund all records relating to the Fund's income and expenses; 4. Provide for the daily valuation of each Fund's portfolio securities and the computation of each Fund's daily net asset value per share ("NAV"). Such daily valuations shall be made in accordance with the valuation policies established by each of the Fund's Board of Directors including, but not limited to, the utilization of such pricing valuation sources and/or pricing services as determined by the Boards. Price Associates shall have no liability for any losses or damages incurred by the Fund as a result of erroneous portfolio security evaluations provided by such designated sources and/or pricing services; provided that, Price Associates reasonably believes the prices are accurate, has adhered to its normal verification control procedures, and has otherwise met the standard of care as set forth in Article G of this Agreement; 5. Provide daily cash flow and transaction status information to each Fund's adviser; 6. Authorize the payment of Fund expenses, either through instruction of custodial bank or utilization of custodian's automated transfer system; 7. Prepare for each Fund such financial information that is reasonably necessary for shareholder reports, reports to the Board of Directors and to the officers of the Fund, reports to the Securities and Exchange Commission, the Internal Revenue Service and other Federal and state regulatory agencies; 8. Provide each Fund with such advice that may be reasonably necessary to properly account for all financial transactions and to maintain the Fund's accounting procedures and records so as to insure compliance with generally accepted accounting and tax practices and rules; 9. Maintain for each Fund all records that may be reasonably required in connection with the audit performed by each Fund's independent accountant, the Securities and Exchange Commission, the Internal Revenue Service or such other Federal or state regulatory agencies; and 10. Cooperate with each Fund's independent public accountants and take all reasonable action in the performance of its obligations under the Agreement to assure that the necessary information is made available to such accountants for the expression of their opinion without any qualification as to the scope of their examination including, but not limited to, their opinion included in each such Fund's annual report on Form N-SAR and annual amendment to Form N-1A. B. Fees and Expenses Except as set forth in this paragraph B, Price Associates is responsible for all expenses relating to the providing of services hereunder. Each Fund is directly responsible for the fees and charges as set forth in the Schedule attached hereto for the following expenses and charges: postage, printed forms, voice and data transmissions, record retention, disaster recovery, third party vendors, equipment leases and other similar items as may be agreed upon between Price Associates and the Fund. As an accommodation to the Funds and acting as their agent, Price Associates may make payments directly to vendors for Fund expenses and, thereafter, be reimbursed by the Funds on a timely basis. C. Representations and Warrantees of Price Associates Price Associates represents and warrants to the Fund that: 1. It is a corporation duly organized and existing in good standing under the laws of Maryland. 2. It is duly qualified to carry on its business in Maryland. 3. It is empowered under applicable laws and by its charter and By-Laws to enter into and perform this Agreement. 4. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 5. It has, and will continue to have, access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement. D. Representations and Warranties of the Fund The Fund represents and warrants to Price Associates that: 1. It is a corporation or business trust, as the case may be, duly organized and existing and in good standing under the laws of Maryland or Massachusetts, as the case may be. 2. It is empowered under applicable laws and by its Articles of Incorporation or Declaration of Trust, as the case may be, and By-Laws have been taken to authorize it to enter into and perform this Agreement. 3. All proceedings required by said Articles of Incorporation or Declaration of Trust, as the case may be, and By- Laws have been taken to authorize it to enter into and perform this Agreement. E. Ownership of Software and Related Material All computer programs, magnetic tapes, written procedures, and similar items purchased and/or developed and used by Price Associates in performance of this Agreement shall be the property of Price Associates and will not become the property of the Funds. F. Quality Service Standards Price Associates and the Fund may, from time to time, agree to certain quality service standards, with respect to Price Associates' services hereunder. G. Standard of Care/Indemnification Notwithstanding anything to the contrary in this Agreement: 1. Where a pricing error results in loss or dilution to a Fund of less than $10,000, the determination of liability for the error will be made by Price Associates. Where a pricing error results in loss or dilution to a Fund of $10,000 or more but less than $100,000, liability for the error will be resolved through negotiations between Fund Counsel and Price Associates. Where a pricing error results in loss or dilution to a Fund of the lesser of 1/2 of 1% of NAV or $100,000 or more, the error will be promptly reported to the Board of Directors of the Fund (unless the Fund is fully compensated for the loss or dilution), provided that final settlement with respect to such errors will not be made until approved by the Board of Directors of the Fund. A summary of all pricing errors and their effect on the Funds will be reported to the Funds' Audit Committee on an annual basis. In determining the liability of Price Associates for a pricing error, an error or omission will not be deemed to constitute negligence when it is determined that: Price Associates had in place "appropriate procedures and an adequate system of internal controls;" the employee(s) responsible for the error or omission had been reasonably trained and was being appropriately monitored; and no evidence or circumstances have been produced to indicate that the individual who committed the error or omission was functioning in bad faith, gross negligence or willful misconduct at the time of the incident. It is understood that Price Associates is not obligated to have in place separate procedures to prevent each and every conceivable type of error or omission. The term "appropriate procedures and adequate system of internal controls" shall mean procedures and controls reasonably designed to prevent and detect errors and omissions. In determining the reasonableness of such procedures and controls, weight will be given to such factors as are appropriate, including the prior occurrence of any similar errors or omissions, when such procedures and controls were in place and fund accounting industry standards in place at the time of the error. 2. The Fund shall indemnify and hold Price Associates harmless from and against all losses, costs, damages, claims, actions, and expenses, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (i) any action or omission by Price Associates or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates or where Price Associates has not exercised reasonable care in selecting or monitoring the performance of its agents or subcontractors. 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates' failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. In order that the indemnification provisions contained in this Article G shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party's prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement. H. Dual Interests It is understood that some person or persons may be directors, officers, or shareholders of both the Fund and Price Associates (including Price Associates' affiliates), and that the existence of any such dual interest shall not affect the validity of this Agreement or of any transactions hereunder except as otherwise provided by a specific provision of applicable law. I. Documentation As requested by Price Associates, the Fund shall promptly furnish to Price Associates such documents as it may reasonably request and as are necessary for Price Associates to carry out its responsibilities hereunder. J. Recordkeeping/Confidentiality 1. Price Associates shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable, provided that Price Associates shall keep all records in such form and in such manner as required by applicable law, including the Investment Company Act of 1940 ("the Act") and the Securities Exchange Act of 1934 ("the `34 Act"). 2. Price Associates and the Fund agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except: (a) after prior notification to and approval in writing by the other party hereto, which approval shall not be unreasonably withheld and may not be withheld where Price Associates or Fund may be exposed to civil or criminal contempt proceedings for failure to comply; (b) when requested to divulge such information by duly constituted governmental authorities; or (c) after so requested by the other party hereto. K. Compliance With Governmental Rules and Regulations Except as otherwise provided in the Agreement and except for the accuracy of information furnished to the Funds by Price Associates, each Fund assumes full responsibility for the preparation, contents and distribution of its prospectuses, and for complying with all applicable requirements of the Act, the `34 Act, the Securities Act of 1933 ("the `33 Act"), and any laws, rules and regulations of governmental authorities having jurisdiction over the Funds. L. Term and Termination of Agreement 1. This Agreement shall run for a period of one (1) year from the date first written above and will be renewed from year to year thereafter unless terminated by either party as provided hereunder. 2. This Agreement may be terminated by the Fund upon sixty (60) days' written notice to Price Associates; and by Price Associates, upon three hundred sixty-five (365) days' written notice to the Fund. 3. Upon termination hereof, the Fund shall pay to Price Associates such compensation as may be due as of the date of such termination, and shall likewise reimburse for out-of-pocket expenses related to its services hereunder. M. Notice Any notice as required by this Agreement shall be sufficiently given (i) when sent to an authorized person of the other party at the address of such party set forth above or at such other address as such party may from time to time specify in writing to the other party; or (ii) as otherwise agreed upon by appropriate officers of the parties hereto. N. Assignment Neither this Agreement nor any rights or obligations hereunder may be assigned either voluntarily or involuntarily, by operation of law or otherwise, by either party without the prior written consent of the other party, provided this shall not preclude Price Associates from employing such agents and subcontractors as it deems appropriate to carry out its obligations set forth hereunder. O. Amendment/Interpretive Provisions The parties by mutual written agreement may amend this Agreement at any time. In addition, in connection with the operation of this Agreement, Price Associates and the Fund may agree from time to time on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions are to be signed by all parties and annexed hereto, but no such provision shall contravene any applicable Federal or state law or regulation and no such interpretive or additional provision shall be deemed to be an amendment of this Agreement. P. Further Assurances Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof. Q. Maryland Law to Apply This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of Maryland. R. Merger of Agreement This Agreement, including the attached Appendix and Schedule supersedes any prior agreement with respect to the subject hereof, whether oral or written. S. Counterparts This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instruments. T. The Parties All references herein to "the Fund" are to each of the Funds listed on Appendix A individually, as if this Agreement were between such individual Fund and Price Associates. In the case of a series Fund or trust, all references to "the Fund" are to the individual series or portfolio of such Fund or trust, or to such Fund or trust on behalf of the individual series or portfolio, as appropriate. The "Fund" also includes any T. Rowe Price Funds that may be established after the execution of this Agreement. Any reference in this Agreement to "the parties" shall mean Price Associates and such other individual Fund as to which the matter pertains. U. Directors, Trustees and Shareholders and Massachusetts Business Trust It is understood and is expressly stipulated that neither the holders of shares in the Fund nor any Directors or Trustees of the Fund shall be personally liable hereunder. With respect to any Fund which is a party to this Agreement and which is organized as a Massachusetts business trust, the term "Fund" means and refers to the trustees from time to time serving under the applicable trust agreement (Declaration of Trust) of such Trust as the same may be amended from time to time. It is expressly agreed that the obligations of any such Trust hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of the Trust, personally, but bind only the trust property of the Trust, as provided in the Declaration of Trust of the Trust. The execution and delivery of this Agreement has been authorized by the trustees and signed by an authorized officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them, but shall bind only the trust property of the Trust as provided in its Declaration of Trust. V. Captions The captions in the Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf under their seals by and through their duly authorized officers. T. ROWE PRICE ASSOCIATES, INC. T. ROWE PRICE FUNDS BY:/s/Dave Middleton BY: /s/Joseph A. Carrier Dave Middleton Joseph A. Carrier Controller Treasurer DATED: DATED: lhc\wpdata\agmnt\2002.FundAccounting.ServiceAgreement.FINAL.doc APPENDIX A T. ROWE PRICE BALANCED FUND, INC. T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. T. Rowe Price Blue Chip Growth Fund--Advisor Class T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST California Tax-Free Bond Fund California Tax-Free Money Fund T. ROWE PRICE CAPITAL APPRECIATION FUND T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. T. ROWE PRICE CORPORATE INCOME FUND, INC. T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC. T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. T. ROWE PRICE DIVIDEND GROWTH FUND, INC. T. ROWE PRICE EQUITY INCOME FUND T. Rowe Price Equity Income Fund--Advisor Class T. ROWE PRICE EQUITY SERIES, INC. T. Rowe Price Equity Income Portfolio T. Rowe Price New America Growth Portfolio T. Rowe Price Personal Strategy Balanced Portfolio T. Rowe Price Mid-Cap Growth Portfolio T. Rowe Price Blue Chip Growth Portfolio T. Rowe Price Equity Index 500 Portfolio T. Rowe Price Health Sciences Portfolio T. ROWE PRICE FINANCIAL SERVICES FUND, INC. T. ROWE PRICE FIXED INCOME SERIES, INC. T. Rowe Price Limited-Term Bond Portfolio T. Rowe Price Prime Reserve Portfolio T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC. T. ROWE PRICE GNMA FUND T. ROWE PRICE GROWTH & INCOME FUND, INC. T. ROWE PRICE GROWTH STOCK FUND, INC. T. Rowe Price Growth Stock Fund--Advisor Class T. ROWE PRICE HEALTH SCIENCES FUND, INC. T. ROWE PRICE HIGH YIELD FUND, INC. T. Rowe Price High Yield Fund--Advisor Class T. ROWE PRICE INDEX TRUST, INC. T. Rowe Price Equity Index 500 Fund T. Rowe Price Extended Equity Market Index Fund T. Rowe Price Total Equity Market Index Fund T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC. T. Rowe Price Institutional Mid-Cap Equity Growth Fund T. Rowe Price Institutional Large-Cap Value Fund T. Rowe Price Institutional Small-Cap Stock Fund T. Rowe Price Institutional Large-Cap Growth Fund T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC. T. Rowe Price Institutional Foreign Equity Fund T. ROWE PRICE INTERNATIONAL FUNDS, INC. T. Rowe Price International Stock Fund T. Rowe Price International Discovery Fund T. Rowe Price European Stock Fund T. Rowe Price New Asia Fund T. Rowe Price Japan Fund T. Rowe Price Latin America Fund T. Rowe Price Emerging Markets Stock Fund T. Rowe Price Global Stock Fund T. Rowe Price International Growth & Income Fund T. Rowe Price International Stock Fund--Advisor Class T. Rowe Price Emerging Europe & Mediterranean Fund T. Rowe Price International Bond Fund T. Rowe Price Emerging Markets Bond Fund T. Rowe Price International Bond Fund--Advisor Class T. ROWE PRICE INTERNATIONAL INDEX FUND, INC. T. Rowe Price International Equity Index Fund T. ROWE PRICE INTERNATIONAL SERIES, INC. T. Rowe Price International Stock Portfolio T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. T. ROWE PRICE MID-CAP GROWTH FUND, INC. T. Rowe Price Mid-Cap Growth Fund--Advisor Class T. ROWE PRICE MID-CAP VALUE FUND, INC. T. ROWE PRICE NEW AMERICA GROWTH FUND T. ROWE PRICE NEW ERA FUND, INC. T. ROWE PRICE NEW HORIZONS FUNDS, INC. T. ROWE PRICE NEW INCOME FUND, INC. T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC. T. Rowe Price Personal Strategy Balanced Fund T. Rowe Price Personal Strategy Growth Fund T. Rowe Price Personal Strategy Income Fund T. ROWE PRICE PRIME RESERVE FUND, INC. T. Rowe Price Prime Reserve Fund--PLUS Class T. ROWE PRICE REAL ESTATE FUND, INC. T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC. T. Rowe Price Reserve Investment Fund T. Rowe Price Government Reserve Investment Fund T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. T. Rowe Price Science & Technology Fund--Advisor Class T. ROWE PRICE SHORT-TERM BOND FUND, INC. T. ROWE PRICE SMALL-CAP STOCK FUND, INC. T. Rowe Price Small-Cap Stock Fund--Advisor Class T. ROWE PRICE SMALL-CAP VALUE FUND, INC. T. Rowe Price Small-Cap Value Fund--Advisor Class T. ROWE PRICE SPECTRUM FUND, INC. Spectrum Income Fund Spectrum Growth Fund Spectrum International Fund T. ROWE PRICE STATE TAX-FREE INCOME TRUST New York Tax-Free Money Fund New York Tax-Free Bond Fund Maryland Tax-Free Bond Fund Virginia Tax-Free Bond Fund New Jersey Tax-Free Bond Fund Maryland Short-Term Tax-Free Bond Fund Florida Intermediate Tax-Free Fund Georgia Tax-Free Bond Fund Maryland Tax-Free Money Fund T. ROWE PRICE SUMMIT FUNDS, INC. T. Rowe Price Summit Cash Reserves Fund T. Rowe Price Summit GNMA Fund T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC. T. Rowe Price Summit Municipal Money Market Fund T. Rowe Price Summit Municipal Intermediate Fund T. Rowe Price Summit Municipal Income Fund T. ROWE PRICE TAX-EFFICIENT FUNDS, INC. T. Rowe Price Tax-Efficient Balanced Fund T. Rowe Price Tax-Efficient Growth Fund T. Rowe Price Tax-Efficient Multi-Cap Growth Fund T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. T. Rowe Price Tax-Exempt Money Fund--PLUS Class T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. T. ROWE PRICE TAX-FREE INCOME FUND, INC. T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC. T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC. T. ROWE PRICE U.S. BOND INDEX FUND, INC. T. ROWE PRICE U.S. TREASURY FUNDS, INC. U.S. Treasury Intermediate Fund U.S. Treasury Long-Term Fund U.S. Treasury Money Fund T. ROWE PRICE VALUE FUND, INC. T. Rowe Price Value Fund--Advisor Class lhc\wpdata\agmnt\2002.FundAccounting.ServiceAgreement.FINAL.doc EX-99.H OTH MAT CONT 7 rpsagmt02.txt AGREEMENT between T. ROWE PRICE RETIREMENT PLAN SERVICES, INC. and T. ROWE PRICE FUNDS TABLE OF CONTENTS Page Article A Terms of Appointment 2 Article B Duties of RPS 2 1. Contributions - Retirement Plans and Retirement Accounts 2 2. Retirement Plans - Redemptions to Cover Distributions 3 3. Other Provisions 4 4. Exchanges 5 5. Books and Records 5 6. Tax Information 6 7. Other Information to be Furnished to the Funds6 8. Telephone/On-Line Services 7 9. Correspondence 7 10. Prospectuses/Confirmation Statements 7 11. Proxies 7 12. Form N-SAR 7 13. Withholding 8 Article C Fees and Expenses 8 1. Postage 8 2. Proxies 8 3. Communications 8 4. Record Retention 9 5. Disaster Recovery 9 Article D Representations and Warranties of RPS 9 Article E Representations and Warranties of the Fund 10 Article F Standard of Care/Indemnification 11 Article G Dual Interests 13 Article H Documentation 13 Article I Recordkeeping/Confidentiality 15 Article J Ownership of Software and Related Material 15 Article K As of Transactions 15 1. Reporting 16 2. Liability 17 Article L Term and Termination of Agreement 19 Article M Notice 19 Article N Assignment 19 Article O Amendment/Interpretive Provisions 20 Article P Further Assurances 20 Article Q Maryland Law to Apply 20 Article R Merger of Agreement 20 Article S Counterparts 20 Article T The Parties 20 Article U Directors, Trustees and Shareholders and Massachusetts Business Trust 21 Article V Captions 21 AGREEMENT, made as of the first day of January, 2002, by and between T. ROWE PRICE RETIREMENT PLAN SERVICES, INC., a Maryland corporation having its principal office and place of business at 100 East Pratt Street, Baltimore, Maryland 21202 ("RPS"), and EACH FUND WHICH IS LISTED ON APPENDIX A (as such Appendix may be amended from time to time) and which evidences its agreement to be bound hereby by executing a copy of this Agreement (each Fund hereinafter referred to as "the Fund") whose definition may be found in Article T; WHEREAS, the Funds are named investment options under various tax-sheltered plans, including, but not limited to, state and local government deferred compensation plans, 403(b) plans, and profit sharing, thrift, 401(k) and money purchase pension plans for self-employed individuals, professional partnerships and corporations (collectively referred to as "Retirement Plans"); and the Fund has determined that such investments of Retirement Plans in the Funds are in the best long-term interest of the Funds; WHEREAS, RPS has the capability of providing special services, on behalf of the Fund, for the accounts of individuals ("Participants") participating in these Retirement Plans ("Retirement Accounts"); WHEREAS, RPS represents that it is registered with the Securities and Exchange Commission as a Transfer Agent under Section 17A of the Securities Exchange Act of 1934 (the "'34 Act"); WHEREAS, RPS may subcontract or jointly contract with other parties on behalf of the Funds to perform certain of the functions described herein, RPS may also enter into, on behalf of the Funds, certain banking relationships to perform various banking services, including, but not limited to, check deposits, disbursements, automatic clearing house transactions ("ACH") and wire transfers. Subject to guidelines mutually agreed upon by the Funds and RPS, excess balances, if any, resulting from these banking relationships will be invested and the income therefrom will be used to offset fees which would otherwise be charged to the Funds under this Agreement; WHEREAS, the Fund desires to contract with RPS to provide the functions and services described herein in connection with the Retirement Plans and Retirement Accounts; NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows: A. Terms of Appointment Subject to the terms and conditions set forth in this Agreement, the Fund hereby employs and appoints RPS to perform the services and functions described herein in connection with certain Retirement Plan and Retirement Accounts as agreed upon by the parties. B. Duties of RPS RPS agrees that it will perform the following services: 1.Contributions - Retirement Plans and Retirement Accounts After RPS has received monies from Retirement Plans and has determined the proper allocation of such monies to the Retirement Accounts of Participants based upon instructions received from Participants, Retirement Plans or their designees, or Retirement Plan Administrator(s) ("Administrator(s)"), RPS will, as a responsibility under the Agreement: a.In the case of a new Participant, establish and maintain a Retirement Account for such Participant; b.Compute the number of shares of each Fund to which the Participant is entitled in accordance with the price per share of such Fund as calculated and provided by the Fund for orders received at that time and date, and purchase the appropriate shares in each such Retirement Account; c.Calculate the aggregate of all purchases in the Retirement Accounts and transmit the net purchase order to T. Rowe Price Services, Inc. ("Services") through the National Securities Clearing Corporation ("NSCC") or such other agreed upon method or directly to the Fund, as the case may be, for purchase into an omnibus account established in each Fund registered in RPS' or its affiliates' name as agent for Retirement Plans or in the individual Retirement Plan's name ("Omnibus Account"); and d.Transmit to Services, by wire directly or through the NSCC, at a time designated by the NSCC or mutually agreed upon by both parties, the aggregate money allocated to coincide with the purchase order. 2.Retirement Plans - Redemptions to Cover Distributions After RPS has received instructions from the Administrator regarding distributions to be made to Participants or their designated beneficiaries from Funds designated as investment options under the Retirement Plan, RPS will, as a responsibility under the Agreement: a.Compute the number of shares to be redeemed from each such Retirement Account for such distributions in accordance with the price per share of such Fund as calculated and provided by the Fund for orders received in good order at that time and date. b.After such computation, calculate the aggregate amount of all redemptions in the Retirement Accounts. c.Transmit any net redemption order to Services, through the NSCC or such other method mutually agreed upon, or directly to the Fund, as the case may be, for the Omnibus Account of each Fund. Services will wire proceeds to RPS, directly or through the NSCC, to coincide with the redemption order for each Omnibus Account. RPS will Distribute to Participants or their designated beneficiaries the amount to be disbursed. d.After RPS has received instructions from the Administrator regarding disbursements to be made regarding the payment of fees due the Administrator, or other persons including RPS, RPS will, as a responsibility under this Agreement: i.Compute the number of shares to be redeemed from each Retirement Account to pay for such disbursements and the total number of all shares to be redeemed in accordance with the price per share for orders received in good order at that time and date, of such Fund as calculated and provided by the Fund; ii. Inform Services, directly or through the NSCC, or the Funds directly, as the case may be, of the necessary Shares to be redeemed from the Omnibus Account of the Funds to cover such disbursements; and iii. Mail or wire to the Administrator or such other person as designated by the Administrator the amount to be disbursed. 3.Other Provisions a.If any instruction tendered by an Administrator to purchase or redeem shares in a Retirement Account is not satisfactory to RPS, RPS shall promptly notify the Administrator of such fact together with the reason therefore; b.The authority of RPS to perform its responsibilities under Paragraph B(2) with respect to each Fund shall be suspended upon RPS=s receipt of notification from such Fund of the suspension of the determination of the Fund's net asset value per share and shall remain suspended until RPS receives proper notification from the Fund; and c.The Fund will promptly inform RPS of the declaration of any dividend or distribution on account of the capital stock of any Fund so that RPS may properly credit income and capital gain payments to each Retirement Account. 4.Exchanges Effect exchanges of shares of the Funds in the Retirement Accounts upon receipt of appropriate instructions from the Administrator and/or Participant in accordance with the price per share of the Funds as calculated and provided by the Fund for orders received in good order at that time and date. Calculate and transmit a net purchase and redemption order to Services directly or through the NSCC, or the Fund, as the case may be, for the Omnibus Account of each Fund. RPS will transmit by wire to Services, directly or through the NSCC, the aggregate monies allocated to each Fund to coincide with any net purchase order or instruct Services to wire to it, directly or through the NSCC, monies from each Fund's Omnibus Account to coincide with any net redemption order. 5.Books and Records RPS shall maintain records showing for each Retirement Plan or Retirement Account, the following: a. Names, addresses and tax identification numbers, when provided; b. Number of shares held of each Fund; c.Historical information regarding the account of each Participant and/or Retirement Plan, including dividends and capital gain distributions invested in shares; d.Any instructions from a Participant or Administrator, including all forms executed by a Participant with respect to elections with respect to payment options in connection with the redemption of shares or distribution elections, if applicable; and e.Any information required in order for RPS to perform the calculations contemplated under this Agreement. Any such records maintained pursuant to Rule 31a-1 under the Investment Company Act of 1940 and Rule 17Ad-6 and 7 of the Securities and Exchange Act of 1934 will be preserved for the periods prescribed under the Rules. Disposition of such records after such prescribed periods shall be as mutually agreed upon from time to time by RPS and the Funds. The retention of such records, which may be inspected by the Fund at reasonable times, shall be at the expense of the Funds. All records maintained by RPS in connection with the performance of its duties under this Agreement will remain the property of the Funds and, in the event of termination of this Agreement, will be delivered to the Fund as of the date of termination of this agreement or at such other time as may be mutually agreed upon. 6.Tax Information RPS shall also prepare and file with appropriate federal agencies, such information returns and reports as required by applicable Federal statutes relating to redemptions effected in Retirement Accounts which constitute reportable distributions. RPS will also prepare and submit to Participants, such reports containing information as is required by applicable Federal law. 7.Other Information to be Furnished to the Funds RPS will furnish to the Fund, such information, including Participant lists and statistical information as may be agreed upon from time to time between RPS and the Fund. Permission of the Administrator may also be required. 8.Telephone/On-Line Services RPS will promptly respond to any telephone calls from Administrators and/or Participants relating to the Retirement Accounts and/or questions pertaining to the Funds. Procedures for processing telephone transactions will be mutually agreed upon by both parties. RPS will also be responsible for providing a telephone voice response unit and on-line access services. 9.Correspondence RPS will promptly and fully answer correspondence from Administrators and Participants relating to Retirement Accounts and transfer agent procedures, and such other correspondence as may from time to time be mutually agreed upon with the Funds. Copies of all correspondence will be retained by RPS in accordance with applicable law. 10. Prospectuses/Confirmation Statements RPS will be responsible for mailing all confirmations and statements relating to transactions in the Funds, prospectuses, semi-annual and annual reports of the Funds and other enclosures and mailings, as may be requested by the Funds or required by applicable Federal law. 11. Proxies As requested by the Funds, RPS shall assist in the mailing of proxy cards and other material required to be mailed by the Fund in connection with shareholder meetings of the Fund and shall assist in the receipt, examination and tabulation of returned proxies and the certification of the vote to the Fund. 12. Form N-SAR RPS shall maintain such records, if any, as shall enable the Fund to fulfill the requirements of Form N-SAR. 13. Withholding The Fund and RPS shall agree to procedures to be followed with respect to RPS's responsibilities in connection with compliance for federal withholding on distributions to Participants from Retirement Accounts. C. Fees and Expenses Except as set forth in this Paragraph C, RPS is responsible for all expenses relating to the providing of services hereunder. Each Fund is directly responsible for the fees set forth under Schedule A as well as the following expenses and charges: 1.Postage. The cost of postage and freight for mailing materials, including confirmations and statements as well as Fund prospectuses and Fund shareholder reports, to Participants with investments in the Fund, or their agents, including overnight delivery, UPS and other express mail services and special courier services required to transport mail between RPS locations and mail processing vendors. 2.Proxies. The cost to mail proxy cards and other material supplied to it by the Fund and costs related to the receipt, examination and tabulation of returned proxies and the certification of the vote to the Fund. 3.Communications a.Print. The printed forms used internally and externally for documentation and processing Participant, or their agent's, inquiries and requests; paper and envelope supplies for letters, notices, and other written communications sent to Administrators and Participants, or their agents. b.Print & Mail House. The cost of internal and third party printing and mail house services, including printing of statements, prospectuses and reports to participants with investments in the Funds. c.Voice and Data. The cost of equipment (including associated maintenance), supplies and services used for communicating with the Participants or their Administrator, the Fund's transfer agent, other Fund offices, and other agents of either the Fund or RPS. These charges shall include: telephone toll charges (both incoming and outgoing, local, long distance and mailgrams); and data and telephone lines and associated equipment such as modems, multiplexers, and facsimile equipment. 4.Record Retention. The cost of maintenance and supplies used to maintain, microfilm, copy, record, index, display, retrieve, and store, in optical disc, cd rom or microfiche or microfilm form, documents and records. 5. Disaster Recovery. The cost of services, equipment, facilities and other charges necessary to provide disaster recovery for any and all services listed in this Agreement. As an accommodation to the Funds and acting as their agent, RPS may make payments directly to vendors for Fund expenses and, thereafter, be reimbursed by the Funds on a timely basis. D. Representations and Warranties of RPS RPS represents and warrants to the Fund that: 1.It is a corporation duly organized and existing and in good standing under the laws of Maryland. 2.It is duly qualified to carry on its business in Maryland, Florida and Colorado. 3.It is empowered under applicable laws and by its charter and by-laws to enter into and perform this Agreement. 4.All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 5.It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement. 6.It is registered with the Securities and Exchange Commission as a Transfer Agent pursuant to Section 17A of the '34 Act. E. Representations and Warranties of the Fund The Fund represents and warrants to RPS that: 1.It is a corporation or business trust duly organized and existing and in good standing under the laws of Maryland, or Massachusetts, as the case may be. 2.It is empowered under applicable laws and by its Articles of Incorporation or Declaration of Trust, as the case may be, and By-Laws to enter into and perform this Agreement. 3.All proceedings required by said Articles of Incorporation or Declaration of Trust, as the case may be, and By-Laws have been taken to authorize it to enter into and perform this Agreement. 4.It is an investment company registered under the Act. 5.A registration statement under the Securities Act of 1933 ("the '33 Act") is currently effective and will remain effective, and appropriate state securities law filing have been made and will continue to be made, with respect to all shares of the Fund being offered for sale. F. Standard of Care/Indemnification Notwithstanding anything to the contrary in this Agreement: 1. RPS shall not be liable to the Fund for any act or failure to act by it or its agents or subcontractors on behalf of the Fund in carrying or attempting to carry out the terms and provisions of this Agreement provided RPS has acted in good faith and without negligence or willful misconduct and selected and monitored the performance of its agents and subcontractors with reasonable care. 2.The Fund shall indemnify and hold RPS harmless from and against all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by RPS resulting from: (i) any action or omission by RPS or its agents or subcontractors in the performance of their duties hereunder; (ii) RPS acting upon instructions reasonably believed by it to have been executed by a duly authorized officer of the Fund; or (iii) RPS acting upon information provided by the Fund in form and under policies agreed to by RPS and the Fund. RPS shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of RPS or where RPS has not exercised reasonable care in selecting or monitoring the performance of its agents or subcontractors. 3.Except as provided in Article K of this Agreement, RPS shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from negligence or willful misconduct of RPS or which result from RPS' failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to RPS. 4.In determining RPS' liability, an isolated error or omission will normally not be deemed to constitute negligence when it is determined that: RPS had in place "appropriate procedures;" the employees responsible for the error or omission had been reasonably trained and were being appropriately monitored; and No evidence or circumstances have been produced to indicate that the individual who committed the error or omission was functioning in bad faith, gross negligence or willful misconduct at the time of the incident. It is understood that RPS is not obligated to have in place separate procedures to prevent each and every conceivable type of error or omission. The term "appropriate procedures" shall mean procedures reasonably designed to prevent and detect errors and omissions. In determining the reasonableness of such procedures, weight will be given to such factors as are appropriate, including the prior occurrence of any similar errors or omissions when such procedures were in place and transfer agent industry standards in place at the time of the occurrence. 5. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claims, actions or expense resulting from such failure to perform or otherwise from such causes. 6. In order that the indemnification provisions contained in this Article F shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party's prior written consent. 7. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement. G. Dual Interests It is understood that some person or persons may be directors, officers, or shareholders of both RPS and the Fund and that the existence of any such dual interest shall not affect the validity of this Agreement or of any transactions hereunder except as otherwise provided by a specific provision of applicable law. H. Documentation 1. As requested by RPS, the Fund shall promptly furnish to RPS the following: a.copy of the resolution of the Directors/Trustees of the Fund authorizing the appointment of RPS and the execution and delivery of this Agreement; b.A copy of the Articles of Incorporation or Declaration of Trust, as the case may be, and By- Laws of the Fund and all amendments thereto; c.An opinion of counsel for the Fund with respect to the validity of the stock, the number of Shares authorized, the status of redeemed Shares, and the number of Shares with respect to which a Registration Statement has been filed and is in effect; and d.A copy of the Fund's current and new prospectuses and shareholder reports issued by the Fund. The delivery of any such document to either party hereto for the purpose of any other agreement to which the Fund and RPS are or were parties shall be deemed to be delivery for the purposes of this Agreement. 2. As requested by RPS, the Fund will also furnish to RPS from time to time the following documents: a.Each resolution of the Board of Directors/Trustees of the Fund authorizing the original issue of its shares; b.Each Registration Statement filed with the Securities and Exchange Commission and amendments and orders thereto in effect with respect to the sale of shares with respect to the Fund; c.A certified copy of each amendment to the Articles of Incorporation or Declaration of Trust, and the By-Laws of the Fund; d.Certified copies of each vote of the Board of Directors/Trustees authorizing officers to give instructions to the Fund; and e.Such other documents or opinions which RPS, in its discretion, may reasonably deem necessary or appropriate in the proper performance of its duties under this Agreement. 3. RPS hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of check forms and facsimile signature imprinting devices, if any, and for the preparation or use, and for keeping account of, such forms and devices. I. Recordkeeping/Confidentiality 1. RPS shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable, provided that RPS shall keep all records in such form and in such manner as required by applicable law, including the Act and the '34 Act. 2. RPS and the Fund agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except: (a) after prior notification to and approval in writing by the other party hereto, which approval shall not be unreasonably withheld and may not be withheld where RPS or the Fund may be exposed to civil or criminal contempt proceedings for failure to comply; (b) when requested to divulge such information by duly constituted governmental authorities; (c) after so requested by the other party hereto; or (d) by the Administrator. The permission of the Administrator may be required before disclosure is made to the Funds. J. Ownership of Software and Related Material All computer programs, magnetic tapes, written procedures and similar items purchased and/or developed and used by RPS in performance of the Agreement shall be the property of RPS and will not become the property of the Fund. K. As Of Transactions For purposes of this Article K, the term "Transaction" shall mean any single or "related transaction" (as defined below) involving the purchase or redemption of shares (including exchanges) processed at a time other than the time of the computation of the Fund's net asset value per share next computed after receipt of any such transaction order by RPS due to an act or omission of RPS. "As Of Processing" refers to the processing of these Transactions. If more than one Transaction ("Related Transaction") in the Fund is caused by or occurs as a result of the same act or omission, such transactions shall be aggregated with other transactions in the Fund and be considered as one Transaction. 1. Reporting RPS shall: a.Utilize a system to identify all Transactions, and shall compute the net effect of such Transactions upon the Fund on a daily, monthly and rolling 365-day basis. The monthly and rolling 365-day periods are hereinafter referred to as "Cumulative." b.Supply to the Fund, from time to time as mutually agreed upon, a report summarizing the Transactions and the daily and Cumulative net effects of such Transactions both in terms of aggregate dilution and loss ("Dilution") or gain and negative dilution ("Gain") experienced by the Fund, and the impact such Gain or Dilution has had upon the Fund's net asset value per share. c. With respect to any Transaction which causes Dilution to the Fund of $100,000 or more, immediately provide the Fund: (i) a report identifying the Transaction and the Dilution resulting therefrom, (ii) the reason such Transaction was processed as described above, and (iii) the action that RPS has or intends to take to prevent the reoccurrence of such as of processing ("Report"). 2. Liability a.It will be the normal practice of the Fund not to hold RPS liable with respect to any Transaction that causes Dilution to any single Fund of less than $25,000. RPS will, however, closely monitor for each Fund the daily and Cumulative Gain/Dilution that is caused by Transactions of less than $25,000. When the Cumulative Dilution to any Fund exceeds 3/10 of 1% per share, RPS, in consultation with counsel to the Fund, will make appropriate inquiry to determine whether it should take any remedial action. RPS will report to the Board of Directors/Trustees of the Fund ("Board"), as appropriate, any action it has taken. b.Where a Transaction causes Dilution to a Fund greater than $25,000 ("Significant Transaction") but less than $100,000, RPS will review with Counsel to the Fund the circumstances surrounding the underlying Significant Transaction to determine whether the Significant Transaction was caused by or occurred as a result of a negligent act or omission by RPS. If it is determined that the Dilution is the result of a negligent action or omission by RPS, RPS and outside counsel for the Fund will negotiate settlement. All such Significant Transactions will be reported to the Audit Committee at its annual meeting (unless the settlement fully compensates the Fund for any Dilution). Any Significant Transaction, however, causing Dilution in excess of the lesser of $100,000 or a penny per share will be promptly reported to the Board and resolved at the next scheduled Board Meeting. Settlement for Significant Transactions causing Dilution of $100,000 or more will not be entered into until approved by the Board. The factors to consider in making any determination regarding the settlement of a Significant Transaction would include but not be limited to: i.Procedures and controls adopted by RPS to prevent As Of Processing; ii.Whether such procedures and controls were being followed at the time of the Significant Transaction; iii.The absolute and relative volume of all transactions processed by RPS on the day of the Significant Transaction; iv.The number of Transactions processed by RPS during prior relevant periods, and the net Dilution/Gain as a result of all such Significant Transactions to the Fund and to all other Funds; and v.The prior response of RPS to recommendations made by the Funds regarding improvement to RPS's As Of Processing procedures. c. In determining RPS' liability with respect to a Significant Transaction, an isolated error or omission will normally not be deemed to constitute negligence when it is determined that: RPS had in place "appropriate procedures." the employees responsible for the error or omission had been reasonably trained and were being appropriately monitored; and No evidence or circumstances have been produced to indicate that the individual who committed the error or omission was functioning in bad faith, gross negligence or willful misconduct at the time of the incident. It is understood that RPS is not obligated to have in place separate procedures to prevent each and every conceivable type of error or omission. The term "appropriate procedures" shall mean procedures reasonably designed to prevent and detect errors and omissions. In determining the reasonableness of such procedures, weight will be given to such factors as are appropriate, including the prior occurrence of any similar errors or omissions when such procedures were in place and transfer agent industry standards in place at the time of the occurrence. L. Term and Termination of Agreement 1. This Agreement shall run for a period of one (1) year from the date first written above and will be renewed from year to year thereafter unless terminated by either party as provided hereunder. 2. This Agreement may be terminated by the Funds upon one hundred twenty (120) days' prior written notice to RPS; and by RPS, upon three hundred sixty-five (365) days' prior written notice to the Fund. 3. Upon termination hereof, the Fund shall pay to RPS such compensation as may be due as of the date of such termination, and shall likewise reimburse for out-of-pocket expenses related to its services hereunder. M. Notice Any notice as required by this Agreement shall be sufficiently given (i) when sent to an authorized person of the other party at the address of such party set forth above or at such other address as such party may from time to time specify in writing to the other party; or (ii) as otherwise agreed upon by appropriate officers of the parties hereto. N. Assignment Neither this Agreement nor any rights or obligations hereunder may be assigned either voluntarily or involuntarily, by operation of law or otherwise, by either party without the prior written consent of the other party. O. Amendment/Interpretive Provisions The parties by mutual written agreement may amend this Agreement at any time. In addition, in connection with the operation of this Agreement, RPS and the Fund may agree from time to time on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions are to be signed by all parties and annexed hereto, but no such provision shall contravene any applicable federal or state law or regulation and no such interpretive or additional provision shall be deemed to be an amendment of this Agreement. P. Further Assurances Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof. Q. Maryland Law to Apply This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of Maryland. R. Merger of Agreement This Agreement, including the attached Schedule supersede any prior agreement with respect to the subject hereof, whether oral or written. S. Counterparts This Agreement may be executed by the parties hereto in any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. T. The Parties All references herein to "the Fund" are to each of the Funds listed on Appendix A individually, as if this Agreement were between such individual Fund and RPS. In the case of a series Fund or trust, all references to "the Fund" are to the individual series or portfolio of such Fund or trust, or to such Fund or trust on behalf of the individual series or portfolio, as appropriate. Any reference in this Agreement to "the parties" shall mean RPS and such other individual Fund as to which the matter pertains. The "Fund" also includes any T. Rowe Price Fund that may be established after the date of this Agreement. Any reference in this Agreement to "the parties" shall mean the Funds and RPS. U. Directors, Trustees and Shareholders and Massachusetts Business Trust It is understood and is expressly stipulated that neither the holders of shares in the Fund nor any Directors or Trustees of the Fund shall be personally liable hereunder. With respect to any Fund which is a party to this Agreement and which is organized as a Massachusetts business trust, the term "Fund" means and refers to the trustees from time to time serving under the applicable trust agreement (Declaration of Trust) of such Trust as the same may be amended from time to time. It is expressly agreed that the obligations of any such Trust hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of the Trust, personally, but bind only the trust property of the Trust, as provided in the Declaration of Trust of the Trust. The execution and delivery of this Agreement has been authorized by the Trustees and signed by an authorized officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them, but shall bind only the trust property of the Trust as provided in its Declaration of Trust. V. Captions The captions in the Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf under their seals by and through their duly authorized officers. T. ROWE PRICE RETIREMENT PLAN T. ROWE PRICE FUNDS SERVICES, INC. BY: /s/Charlie Vieth BY: /s/Joseph Carrier Charlie Vieth Joseph Carrier Treasurer DATED: DATED: LHC\Agrmnt\2002.RetirementPlanServices.ServiceAgreement.FINAL.doc APPENDIX A T. ROWE PRICE BALANCED FUND, INC. T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. T. ROWE PRICE CAPITAL APPRECIATION FUND T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. T. ROWE PRICE CORPORATE INCOME FUND, INC. T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC. T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. T. ROWE PRICE DIVIDEND GROWTH FUND, INC. T. ROWE PRICE EQUITY INCOME FUND T. ROWE PRICE FINANCIAL SERVICES FUND, INC. T. ROWE PRICE GNMA FUND T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC. T. ROWE PRICE GROWTH & INCOME FUND, INC. T. ROWE PRICE GROWTH STOCK FUND, INC. T. ROWE PRICE HEALTH SCIENCES FUND, INC. T. ROWE PRICE HIGH YIELD FUND, INC. T. ROWE PRICE INDEX TRUST, INC. T. Rowe Price Equity Index 500 Fund T. Rowe Price Extended Equity Market Index Fund T. Rowe Price Total Equity Market Index Fund T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC. T. Rowe Price Institutional Mid-Cap Equity Growth Fund T. Rowe Price Institutional Large-Cap Value Fund T. Rowe Price Institutional Small-Cap Stock Fund T. Rowe Price Institutional Large-Cap Growth Fund T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC. T. Rowe Price Institutional Foreign Equity Fund T. ROWE PRICE INTERNATIONAL FUNDS, INC. T. Rowe Price International Stock Fund T. Rowe Price International Discovery Fund T. Rowe Price European Stock Fund T. Rowe Price New Asia Fund T. Rowe Price Japan Fund T. Rowe Price Latin America Fund T. Rowe Price Emerging Markets Stock Fund T. Rowe Price Global Stock Fund T. Rowe Price International Growth & Income Fund T. Rowe Price Emerging Europe & Mediterranean Fund T. Rowe Price International Bond Fund T. Rowe Price Emerging Markets Bond Fund T. ROWE PRICE INTERNATIONAL INDEX FUND, INC. T. Rowe Price International Equity Index Fund T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. T. ROWE PRICE MID-CAP GROWTH FUND, INC. T. ROWE PRICE MID-CAP VALUE FUND, INC. T. ROWE PRICE NEW AMERICA GROWTH FUND T. ROWE PRICE NEW ERA FUND, INC. T. ROWE PRICE NEW HORIZONS FUNDS, INC. T. ROWE PRICE NEW INCOME FUND, INC. T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC. T. Rowe Price Personal Strategy Balanced Fund T. Rowe Price Personal Strategy Growth Fund T. Rowe Price Personal Strategy Income Fund T. ROWE PRICE PRIME RESERVE FUND, INC. T. ROWE PRICE REAL ESTATE FUND, INC. T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. T. ROWE PRICE SHORT-TERM BOND FUND, INC. T. ROWE PRICE SMALL-CAP STOCK FUND, INC. T. ROWE PRICE SMALL-CAP VALUE FUND, INC. T. ROWE PRICE SPECTRUM FUND, INC. Spectrum Income Fund Spectrum Growth Fund Spectrum International Fund T. ROWE PRICE SUMMIT FUNDS, INC. T. Rowe Price Summit Cash Reserves Fund T. Rowe Price Summit GNMA Fund T. ROWE PRICE U.S. BOND INDEX FUND, INC. T. ROWE PRICE U.S. TREASURY FUNDS, INC. U.S. Treasury Intermediate Fund U.S. Treasury Long-Term Fund U.S. Treasury Money Fund T. ROWE PRICE VALUE FUND, INC. LHC\Agrmnt\2002RetirementPlanServices.ServiceAgreement.doc EX-99.J OTHER OPININ 8 scsconsent02.txt Consent of Independent Accountants We hereby consent to the incorporation by reference in the Prospectus and Statement of Additional Information constituting parts of this Post-Effective Amendment No. 97 to the registration statement on Form N-1A (the 'Registration Statement") of our report dated January 18, 2002, relating to the financial statements and financial highlights appearing in the December 31, 2001 Annual Report to Shareholders of T. Rowe Price Small-Cap Stock Fund, Inc. which is incorporated by reference into the Registration Statement. We also consent to the references to us under the heading "Financial Highlights" in the Prospectus and under the heading "Independent Accountants" in the Statement of Additional Information. /s/PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Baltimore, Maryland April 15, 2002 EX-99.J OTHER OPININ 9 scsopinion02.txt April 17, 2002 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: T. Rowe Price Small-Cap Stock Fund, Inc. (the "Registrant") File Nos.: 002-12171/811-696 Post-Effective Amendment No. 97 Commissioners: We are counsel to the above-referenced registrant which proposes to file, pursuant to paragraph (b) of Rule 485 (the "Rule"), the above-referenced Post-Effective Amendment (the "Amendment") to its registration statement under the Securities Act of 1933, as amended. Pursuant to paragraph (b)(4) of the Rule, we represent that the Amendment does not contain disclosures which would render it ineligible to become effective pursuant to paragraph (b) of the Rule. Sincerely, /s/Shearman & Sterling Shearman & Sterling EX-99.J OTHER OPININ 10 poa.txt POWER OF ATTORNEY RESOLVED, that the Corporations/Trusts listed on Exhibit I (collectively the "Corporations/Trusts" and individually the "Corporation/Trust") and each of its directors/trustees do hereby constitute and authorize, the individuals listed on Exhibit II with respect to the Corporations/Trusts indicated thereon, 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/Trust 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/Trust, to be offered by the Corporation/Trust, and the registration of the Corporation/Trust 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/Trust on its behalf, and to sign the names of each of such directors/trustees and officers on his behalf as such director/trustee or officer to any (i) Registration Statement on Form N-1A of the Corporation/Trust filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended; (ii) Registration Statement on Form N-1A of the Corporation/Trust 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/Trust) 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 or Master Trust Agreement of the Corporation/Trust. Power of Attorney December 3, 2001 Page 2 EXHIBIT I T. ROWE PRICE BALANCED FUND, INC. T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. T. ROWE PRICE CAPITAL APPRECIATION FUND T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC. T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. T. ROWE PRICE DIVIDEND GROWTH FUND, INC. T. ROWE PRICE EQUITY INCOME FUND T. ROWE PRICE EQUITY SERIES, INC. T. ROWE PRICE FINANCIAL SERVICES FUND, INC. T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC. T. ROWE PRICE GROWTH & INCOME FUND, INC. T. ROWE PRICE GROWTH STOCK FUND, INC. T. ROWE PRICE HEALTH SCIENCES FUND, INC. T. ROWE PRICE INDEX TRUST, INC. T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC. T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. T. ROWE PRICE MID-CAP GROWTH FUND, INC. T. ROWE PRICE MID-CAP VALUE FUND, INC. T. ROWE PRICE NEW AMERICA GROWTH FUND T. ROWE PRICE NEW ERA FUND, INC. T. ROWE PRICE NEW HORIZONS FUND, INC. T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC. T. ROWE PRICE REAL ESTATE FUND, INC. T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. T. ROWE PRICE SMALL-CAP STOCK FUND, INC. T. ROWE PRICE SMALL-CAP VALUE FUND, INC. T. ROWE PRICE SPECTRUM FUND, INC. T. ROWE PRICE TAX-EFFICIENT FUNDS, INC. T. ROWE PRICE VALUE FUND, INC. T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST T. ROWE PRICE CORPORATE INCOME FUND, INC. T. ROWE PRICE FIXED INCOME SERIES, INC. T. ROWE PRICE GNMA FUND T. ROWE PRICE HIGH YIELD FUND, INC. T. ROWE PRICE NEW INCOME FUND, INC. T. ROWE PRICE PRIME RESERVE FUND, INC. T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC. T. ROWE PRICE SHORT-TERM BOND FUND, INC. T. ROWE PRICE STATE TAX-FREE INCOME TRUST T. ROWE PRICE SUMMIT FUNDS, INC. T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC. T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. T. ROWE PRICE TAX-FREE INCOME FUND, INC. (Exhibit Continued) TRPPROD\EDG\Agreements\Power of Attorney\POA.fm Power of Attorney December 3, 2001 Page 3 T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC. T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC. T. ROWE PRICE U.S. BOND INDEX FUND, INC. T. ROWE PRICE U.S. TREASURY FUNDS, INC. T. ROWE PRICE INTERNATIONAL FUNDS, INC. T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC. T. ROWE PRICE INTERNATIONAL SERIES, INC. T. ROWE PRICE INTERNATIONAL INDEX FUND, INC. TRPPROD\EDG\Agreements\Power of Attorney\POA.fm Power of Attorney December 3, 2001 Page 4 EXHIBIT II T. ROWE PRICE BALANCED FUND, INC. T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. T. ROWE PRICE CAPITAL APPRECIATION FUND T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC. T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. T. ROWE PRICE DIVIDEND GROWTH FUND, INC. T. ROWE PRICE EQUITY INCOME FUND T. ROWE PRICE EQUITY SERIES, INC. T. ROWE PRICE FINANCIAL SERVICES FUND, INC. T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC. T. ROWE PRICE GROWTH & INCOME FUND, INC. T. ROWE PRICE GROWTH STOCK FUND, INC. T. ROWE PRICE HEALTH SCIENCES FUND, INC. T. ROWE PRICE INDEX TRUST, INC. T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC. T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. T. ROWE PRICE MID-CAP GROWTH FUND, INC. T. ROWE PRICE MID-CAP VALUE FUND, INC. T. ROWE PRICE NEW AMERICA GROWTH FUND T. ROWE PRICE NEW ERA FUND, INC. T. ROWE PRICE NEW HORIZONS FUND, INC. T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC. T. ROWE PRICE REAL ESTATE FUND, INC. T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. T. ROWE PRICE SMALL-CAP STOCK FUND, INC. T. ROWE PRICE SMALL-CAP VALUE FUND, INC. T. ROWE PRICE SPECTRUM FUND, INC. T. ROWE PRICE TAX-EFFICIENT FUNDS, INC. T. ROWE PRICE VALUE FUND, INC. James S. Riepe Joel H. Goldberg Henry H. Hopkins T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST T. ROWE PRICE CORPORATE INCOME FUND, INC. T. ROWE PRICE FIXED INCOME SERIES, INC. T. ROWE PRICE GNMA FUND T. ROWE PRICE HIGH YIELD FUND, INC. T. ROWE PRICE NEW INCOME FUND, INC. T. ROWE PRICE PRIME RESERVE FUND, INC. T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC. (Exhibit Continued) TRPPROD\EDG\Agreements\Power of Attorney\POA.fm Power of Attorney December 3, 2001 Page 5 T. ROWE PRICE SHORT-TERM BOND FUND, INC. T. ROWE PRICE STATE TAX-FREE INCOME TRUST T. ROWE PRICE SUMMIT FUNDS, INC. T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC. T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. T. ROWE PRICE TAX-FREE INCOME FUND, INC. T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC. T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC. T. ROWE PRICE U.S. BOND INDEX FUND, INC. T. ROWE PRICE U.S. TREASURY FUNDS, INC. William T. Reynolds Joel H. Goldberg Henry H. Hopkins T. ROWE PRICE INTERNATIONAL FUNDS, INC. T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC. T. ROWE PRICE INTERNATIONAL SERIES, INC. T. ROWE PRICE INTERNATIONAL INDEX FUND, INC. M. David Testa Joel H. Goldberg Henry H. Hopkins TRPPROD\EDG\Agreements\Power of Attorney\POA.fm Power of Attorney December 3, 2001 Page 6 IN WITNESS WHEREOF, the above named Corporations/Trusts have caused these presents to be signed and the same attested by its Secretary, each thereunto duly authorized by its Board of Directors/Trustees, and each of the undersigned has hereunto set his hand and seal as of the day set opposite his name. ALL CORPORATIONS/TRUSTS /s/Calvin W. Burnett Director/Trustee December 3, 2001 Calvin W. Burnett /s/Joseph A. Carrier Treasurer (Principal Financial Officer) December 3, 2001 Joseph A. Carrier /s/Anthony W. Deering Director/Trustee December 3, 2001 Anthony W. Deering /s/Donald W. Dick, Jr. Director/Trustee December 3, 2001 Donald W. Dick, Jr. /s/David K. Fagin Director/Trustee December 3, 2001 David K. Fagin /s/F. Pierce Linaweaver Director/Trustee December 3, 2001 F. Pierce Linaweaver /s/Hanne M. Merriman Director/Trustee December 3, 2001 Hanne M. Merriman /s/John G. Schreiber Director/Trustee December 3, 2001 John G. Schreiber /s/Hubert D. Vos Director/Trustee December 3, 2001 Hubert D. Vos /s/Paul M. Wythes Director/Trustee December 3, 2001 Paul M. Wythes (Signatures Continued) TRPPROD\EDG\Agreements\Power of Attorney\POA.fm Power of Attorney December 3, 2001 Page 7 JAMES S. RIEPE, Chairman of the Board (Principal Executive Officer) T. ROWE PRICE SPECTRUM FUND, INC. T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC. JAMES S. RIEPE, Vice President and Director/Trustee T. ROWE PRICE BALANCED FUND, INC. T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. T. ROWE PRICE CAPITAL APPRECIATION FUND T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC. T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. T. ROWE PRICE DIVIDEND GROWTH FUND, INC. T. ROWE PRICE EQUITY INCOME FUND T. ROWE PRICE EQUITY SERIES, INC. T. ROWE PRICE FINANCIAL SERVICES FUND, INC. T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC. T. ROWE PRICE GROWTH & INCOME FUND, INC. T. ROWE PRICE GROWTH STOCK FUND, INC. T. ROWE PRICE HEALTH SCIENCES FUND, INC. T. ROWE PRICE INDEX TRUST, INC. T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. T. ROWE PRICE MID-CAP GROWTH FUND, INC. T. ROWE PRICE MID-CAP VALUE FUND, INC. T. ROWE PRICE NEW AMERICA GROWTH FUND T. ROWE PRICE NEW ERA FUND, INC. T. ROWE PRICE NEW HORIZONS FUND, INC. T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC. T. ROWE PRICE REAL ESTATE FUND, INC. T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. T. ROWE PRICE SMALL-CAP STOCK FUND, INC. T. ROWE PRICE SMALL-CAP VALUE FUND, INC. T. ROWE PRICE TAX-EFFICIENT FUNDS, INC. T. ROWE PRICE VALUE FUND, INC. (Signatures Continued) TRPPROD\EDG\Agreements\Power of Attorney\POA.fm Power of Attorney December 3, 2001 Page 8 JAMES S. RIEPE, Director/Trustee T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST T. ROWE PRICE STATE TAX-FREE INCOME TRUST T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC. T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. T. ROWE PRICE TAX-FREE INCOME FUND, INC. T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC. T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC. JAMES S. RIEPE, Vice President and Director/Trustee T. ROWE PRICE CORPORATE INCOME FUND, INC. T. ROWE PRICE FIXED INCOME SERIES, INC. T. ROWE PRICE GNMA FUND T. ROWE PRICE HIGH YIELD FUND, INC. T. ROWE PRICE NEW INCOME FUND, INC. T. ROWE PRICE PRIME RESERVE FUND, INC. T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC. T. ROWE PRICE SHORT-TERM BOND FUND, INC. T. ROWE PRICE SUMMIT FUNDS, INC. T. ROWE PRICE U.S. BOND INDEX FUND, INC. T. ROWE PRICE U.S. TREASURY FUNDS, INC. /s/James S. Riepe December 3, 2001 James S. Riepe (Signatures Continued) TRPPROD\EDG\Agreements\Power of Attorney\POA.fm Power of Attorney December 3, 2001 Page 9 WILLIAM T. REYNOLDS, Chairman of the Board (Principal Executive Officer) T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST T. ROWE PRICE CORPORATE INCOME FUND, INC. T. ROWE PRICE FIXED INCOME SERIES, INC. T. ROWE PRICE HIGH YIELD FUND, INC. T. ROWE PRICE PRIME RESERVE FUND, INC. T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC. T. ROWE PRICE SHORT-TERM BOND FUND, INC. T. ROWE PRICE STATE TAX-FREE INCOME TRUST T. ROWE PRICE SUMMIT FUNDS, INC. T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC. T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. T. ROWE PRICE TAX-FREE INCOME FUND, INC. T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC. T. ROWE PRICE U.S. BOND INDEX FUND, INC. WILLIAM T. REYNOLDS, Director/Trustee T. ROWE PRICE GNMA FUND T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC. WILLIAM T. REYNOLDS, President and Director T. ROWE PRICE NEW INCOME FUND, INC. T. ROWE PRICE U.S. TREASURY FUNDS, INC. /s/William T. Reynolds December 3, 2001 William T. Reynolds (Signatures Continued) TRPPROD\EDG\Agreements\Power of Attorney\POA.fm Power of Attorney December 3, 2001 Page 10 M. DAVID TESTA, Chairman of the Board T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC. M. DAVID TESTA, Director/Trustee T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC. T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. T. ROWE PRICE DIVIDEND GROWTH FUND, INC. T. ROWE PRICE EQUITY INCOME FUND T. ROWE PRICE FINANCIAL SERVICES FUND, INC. T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC. T. ROWE PRICE GROWTH & INCOME FUND, INC. T. ROWE PRICE GROWTH STOCK FUND, INC. T. ROWE PRICE HEALTH SCIENCES FUND, INC. T. ROWE PRICE INDEX TRUST, INC. T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. T. ROWE PRICE MID-CAP GROWTH FUND, INC. T. ROWE PRICE MID-CAP VALUE FUND, INC. T. ROWE PRICE NEW AMERICA GROWTH FUND T. ROWE PRICE NEW ERA FUND, INC. T. ROWE PRICE NEW HORIZONS FUND, INC. T. ROWE PRICE REAL ESTATE FUND, INC. T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. T. ROWE PRICE SMALL-CAP STOCK FUND, INC. T. ROWE PRICE SMALL-CAP VALUE FUND, INC. T. ROWE PRICE TAX-EFFICIENT FUNDS, INC. T. ROWE PRICE VALUE FUND, INC. M. DAVID TESTA, President and Director T. ROWE PRICE EQUITY SERIES, INC. T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC. M. DAVID TESTA, Vice President and Director/Trustee T. ROWE PRICE BALANCED FUND, INC. T. ROWE PRICE CAPITAL APPRECIATION FUND T. ROWE PRICE SPECTRUM FUND, INC. (Signatures Continued) TRPPROD\EDG\Agreements\Power of Attorney\POA.fm Power of Attorney December 3, 2001 Page 11 M. DAVID TESTA, Director/Trustee T. ROWE PRICE CALFORNIA TAX-FREE INCOME TRUST T. ROWE PRICE CORPORATE INCOME FUND, INC. T. ROWE PRICE FIXED INCOME SERIES, INC. T. ROWE PRICE GNMA FUND T. ROWE PRICE HIGH YIELD FUND, INC. T. ROWE PRICE NEW INCOME FUND, INC. T. ROWE PRICE PRIME RESERVE FUND, INC. T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC. T. ROWE PRICE SHORT-TERM BOND FUND, INC. T. ROWE PRICE STATE TAX-FREE INCOME TRUST T. ROWE PRICE SUMMIT FUNDS, INC. T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC. T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. T. ROWE PRICE TAX-FREE INCOME FUND, INC. T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC. T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC. T. ROWE PRICE U.S. BOND INDEX FUND, INC. T. ROWE PRICE U.S. TREASURY FUNDS, INC. M. DAVID TESTA, Director T. ROWE PRICE INTERNATIONAL INDEX FUND, INC. M. DAVID TESTA, Vice President and Director T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC. T. ROWE PRICE INTERNATIONAL FUNDS, INC. T. ROWE PRICE INTERNATIONAL SERIES, INC. /s/M. David Testa December 3, 2001 M. David Testa (Signatures Continued) TRPPROD\EDG\Agreements\Power of Attorney\POA.fm Power of Attorney December 3, 2001 Page 12 MARTIN G. WADE, Director T. ROWE PRICE INTERNATIONAL INDEX FUND, INC. MARTIN G. WADE, Chairman of the Board (Principal Executive Officer) T. ROWE PRICE INTERNATIONAL FUNDS, INC. T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC. T. ROWE PRICE INTERNATIONAL SERIES, INC. /s/Martin G. Wade December 3, 2001 Martin G. Wade (Signatures Continued) TRPPROD\EDG\Agreements\Power of Attorney\POA.fm Power of Attorney December 3, 2001 Page 13 JAMES A.C. KENNEDY, Director/Trustee T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. T. ROWE PRICE CAPITAL APPRECIATION FUND T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC. T. ROWE PRICE DIVIDEND GROWTH FUND, INC. T. ROWE PRICE EQUITY INCOME FUND T. ROWE PRICE FINANCIAL SERVICES FUND, INC. T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC. T. ROWE PRICE GROWTH & INCOME FUND, INC. T. ROWE PRICE GROWTH STOCK FUND, INC. T. ROWE PRICE INDEX TRUST, INC. T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. T. ROWE PRICE MID-CAP GROWTH FUND, INC. T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC. T. ROWE PRICE REAL ESTATE FUND, INC. T. ROWE PRICE SPECTRUM FUND, INC. T. ROWE PRICE TAX-EFFICIENT FUNDS, INC. T. ROWE PRICE VALUE FUND, INC. JAMES A.C. KENNEDY, Vice President and Director T. ROWE PRICE BALANCED FUND, INC. T. ROWE PRICE MID-CAP VALUE FUND, INC. T. ROWE PRICE NEW ERA FUND, INC. T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC. /s/James A.C. Kennedy December 3, 2001 James A.C. Kennedy (Signatures Continued) TRPPROD\EDG\Agreements\Power of Attorney\POA.fm Power of Attorney December 3, 2001 Page 14 JOHN H. LAPORTE, Director T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. T. ROWE PRICE EQUITY SERIES, INC. T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. T. ROWE PRICE SMALL-CAP STOCK FUND, INC. T. ROWE PRICE SMALL-CAP VALUE FUND, INC. JOHN H. LAPORTE, President and Director/Trustee T. ROWE PRICE NEW HORIZONS FUND, INC. JOHN H. LAPORTE, Vice President and Director/Trustee T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. T. ROWE PRICE HEALTH SCIENCES FUND, INC. T. ROWE PRICE NEW AMERICA GROWTH FUND /s/John H. Laporte December 3, 2001 John H. Laporte (Signatures Continued) TRPPROD\EDG\Agreements\Power of Attorney\POA.fm Power of Attorney December 3, 2001 Page 15 T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. /s/Larry J. Puglia President December 3, 2001 Larry J. Puglia T. ROWE PRICE BALANCED FUND, INC. T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. T. ROWE PRICE INDEX TRUST, INC. /s/Richard T. Whitney President December 3, 2001 Richard T. Whitney T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. /s/William J. Stromberg President December 3, 2001 William J. Stromberg T. ROWE PRICE EQUITY INCOME FUND T. ROWE PRICE VALUE FUND, INC. /s/Brian C. Rogers President December 3, 2001 Brian C. Rogers T. ROWE PRICE MID-CAP VALUE FUND, INC. T. ROWE PRICE SMALL-CAP STOCK FUND, INC. /s/Gregory A. McCrickard President December 3, 2001 Gregory A. McCrickard T. ROWE PRICE NEW ERA FUND, INC. /s/Charles M. Ober President December 3, 2001 Charles M. Ober (Signatures Continued) TRPPROD\EDG\Agreements\Power of Attorney\POA.fm Power of Attorney December 3, 2001 Page 16 T. ROWE PRICE REAL ESTATE FUND, INC. /s/David M. Lee President December 3, 2001 David M. Lee T. ROWE PRICE CAPITAL APPRECIATION FUND /s/Stephen W. Boesel President December 3, 2001 Stephen W. Boesel T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC. T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC. T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. /s/Charles A. Morris President December 3, 2001 Charles A. Morris T. ROWE PRICE GROWTH & INCOME FUND, INC. /s/Robert W. Sharps President December 3, 2001 Robert W. Sharps T. ROWE PRICE GROWTH STOCK FUND, INC. /s/Robert W. Smith President December 3, 2001 Robert W. Smith T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. /s/Robert N. Gensler President December 3, 2001 Robert N. Gensler (Signatures Continued) TRPPROD\EDG\Agreements\Power of Attorney\POA.fm Power of Attorney December 3, 2001 Page 17 T. ROWE PRICE MID-CAP GROWTH FUND, INC. /s/Brian W.H. Berghuis President December 3, 2001 Brian W.H. Berghuis T. ROWE PRICE SMALL-CAP VALUE FUND, INC. /s/Preston G. Athey President December 3, 2001 Preston G. Athey T. ROWE PRICE DIVIDEND GROWTH FUND, INC. /s/Thomas J. Huber President December 3, 2001 Thomas J. Huber T. ROWE PRICE FINANCIAL SERVICES FUND, INC. /s/Anna M. Dopkin President December 3, 2001 Anna M. Dopkin T. ROWE PRICE HEALTH SCIENCES FUND, INC. /s/Kris H. Jenner President December 3, 2001 Kris H. Jenner T. ROWE PRICE NEW AMERICA GROWTH FUND /s/Marc L. Baylin President December 3, 2001 Marc L. Baylin T. ROWE PRICE TAX-EFFICIENT FUNDS, INC. /s/Donald J. Peters President December 3, 2001 Donald J. Peters (Signatures Continued) TRPPROD\EDG\Agreements\Power of Attorney\POA.fm Power of Attorney December 3, 2001 Page 18 T. ROWE PRICE GNMA FUND /s/Connice A. Bavely President December 3, 2001 Connice A. Bavely T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC. /s/Charles B. Hill President December 3, 2001 Charles B. Hill T. ROWE PRICE INTERNATIONAL INDEX FUND, INC. /s/Richard T. Whitney President December 3, 2001 Richard T. Whitney ATTEST: /s/Patricia B. Lippert Patricia B. Lippert, Secretary TRPPROD\EDG\Agreements\Power of Attorney\POA.fm EX-99.P CODE ETH 11 codeofethics02.txt T. ROWE PRICE GROUP, INC. STATEMENT OF POLICY ON SECURITIES TRANSACTIONS BACKGROUND INFORMATION. Legal Requirement. In accordance with the requirements of the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Insider Trading and Securities Fraud Enforcement Act of 1988, and the various United Kingdom laws and regulations, Price Group and the mutual funds ("Price Funds") which its affiliates manage have adopted this Statement of Policy on Securities Transactions ("Statement"). Price Advisers' Fiduciary Position. As investment advisers, the Price Advisers are in a fiduciary position which requires them to act with an eye only to the benefit of their clients, avoiding those situations which might place, or appear to place, the interests of the Price Advisers or their officers, directors and employees in conflict with the interests of clients. Purpose of Statement. The Statement was developed to help guide Price Group's employees and independent directors and the independent directors of the Price Funds in the conduct of their personal investments and to: eliminate the possibility of a transaction occurring that the Securities and Exchange Commission or other regulatory bodies would view as illegal, such as Front Running (see definition below); avoid situations where it might appear that Price Group or the Price Funds or any of their officers, directors, employees, or other personnel had personally benefited at the expense of a client or fund shareholder or taken inappropriate advantage of their fiduciary positions; and prevent, as well as detect, the misuse of material, non-public information. Those subject to the Code, including the independent directors of Price Group and the Price Funds, are urged to consider the reasons for the adoption of this Statement. Price Group's and the Price Funds' reputations could be adversely affected as the result of even a single transaction considered questionable in light of the fiduciary duties of the Price Advisers and the independent directors of the Price Funds. Front Running. Front Running is illegal. It is generally defined as the purchase or sale of a security by an officer, director or employee of an investment adviser or mutual fund in anticipation of and prior to the adviser effecting similar transactions for its clients in order to take advantage of or avoid changes in market prices effected by client transactions. PERSONS SUBJECT TO STATEMENT. The provisions of this Statement apply as described below to the following persons and entities. Each person and entity is classified as either an Access Person or a Non-Access Person as described below. The provisions of this Statement may also apply to an Access Person's or Non-Access Person's spouse, minor children, and certain other relatives, as further described on page 4-4 of this Statement. Access Persons are subject to all provisions of this Statement except certain restrictions on purchases in initial public offerings that apply only to Investment Personnel. Non-Access Persons are subject to the general principles of the Statement and its reporting requirements, but are exempt from prior clearance requirements except for transactions in Price Group stock. The persons and entities covered by this Statement are: Price Group. Price Group, each of its subsidiaries and affiliates, and their retirement plans. Employee Partnerships. Partnerships such as Pratt Street Ventures. Personnel. Each officer, inside director and employee of Price Group and its subsidiaries and affiliates, including T. Rowe Price Investment Services, Inc., the principal underwriter of the Price Funds. Certain Temporary Workers. These workers include: All temporary workers hired on the Price Group payroll ("TRP Temporaries"); All agency temporaries whose assignments at Price Group exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period; All independent or agency-provided consultants whose assignments exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period and whose work is closely related to the ongoing work of Price Group's employees (versus project work that stands apart from ongoing work); and Any contingent worker whose assignment is more than casual in nature or who will be exposed to the kinds of information and situations that would create conflicts on matters covered in the Code. Retired Employees. Retired employees of Price Group who continue to receive investment research information from one or more of the Price Advisers will be subject to this Statement. Independent Directors of Price Group, the Savings Bank and the Price Funds. The independent directors of Price Group include those directors of Price Group who are neither officers nor employees of Price Group or any of its subsidiaries or affiliates. The independent directors of the T. Rowe Price Savings Bank ("Savings Bank") include those directors of the Savings Bank who are neither officers nor employees of Price Group or any of its subsidiaries or affiliates. The independent directors of the Price Funds include those directors of the Price Funds who are not deemed to be "interested persons" of Price Group. Although subject to the general principles of this Statement, including the definition of "beneficial ownership," independent directors are subject only to modified reporting requirements. See p. 4-17. The independent directors of the Savings Bank and the Price Funds are exempt from prior clearance requirements. The independent directors of Price Group are exempt from the prior clearance requirements except for Price Group stock. ACCESS PERSONS. Certain persons and entities are classified as "Access Persons" under the Code. The term "Access Person" means: the Price Advisers; any officer (vice president or above) or director (excluding independent directors) of any of the Price Advisers or the Price Funds; any person associated with Price Group or the Price Funds who, in connection with his or her regular functions or duties, makes, participates in, or obtains or has access to information regarding the purchase or sale of securities by a Price Fund or other advisory client, or whose functions relate to the making of any recommendations with respect to the purchases or sales; or any person in a control relationship to any of the Price Advisers or a Price Fund who obtains or has access to information concerning recommendations made to a Price Fund or other advisory client with regard to the purchase or sale of securities by the Price Fund or advisory client. All Access Persons are notified of their status under the Code. Investment Personnel. An Access Person is further identified as "Investment Personnel" if, in connection with his or her regular functions or duties, he or she "makes or participates in making recommendations regarding the purchase or sale of securities" by a Price Fund or other advisory client. The term "Investment Personnel" includes, but is not limited to: those employees who are authorized to make investment decisions or to recommend securities transactions on behalf of the firm's clients (investment counselors and members of the mutual fund advisory committees); research and credit analysts; and traders who assist in the investment process. All Investment Personnel are deemed Access Persons under the Code. All Investment Personnel are notified of their status under the Code. Investment Personnel are generally prohibited from investing in initial public offerings. See pp. 4-11; 4-13. NON-ACCESS PERSONS. Persons who do not fall within the definition of Access Persons are deemed "Non-Access Persons." If a Non-Access Person is married to an Access Person, then the non- Access Person is deemed to be an Access Person under the beneficial ownership provisions described below. QUESTIONS ABOUT THE STATEMENT. You are urged to seek the advice of the Chairperson of the Ethics Committee (U.S.-based personnel) or the TRP International Compliance Team (International personnel) when you have questions as to the application of this Statement to individual circumstances. TRANSACTIONS SUBJECT TO STATEMENT. Except as provided below, the provisions of this Statement apply to transactions that fall under either one of the following two conditions: First, you are a "beneficial owner" of the security under the Rule 16a-1 of the Securities Exchange Act of 1934 ("Exchange Act"), as defined below. Second, if you control or direct securities trading for another person or entity, those trades are subject to this Statement even if you are not a beneficial owner of the securities. For example, if you have an exercisable trading authorization (e.g., a power of attorney to direct transactions in another person's account) of an unrelated person's or entity's brokerage account, or are directing another person's or entity's trades, those transactions will be subject to this Statement to the same extent your personal trades would be, unless exempted as described below. Definition of Beneficial Owner. A "beneficial owner" is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares in the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security. A person has beneficial ownership in: securities held by members of the person's immediate family sharing the same household, although the presumption of beneficial ownership may be rebutted; a person's interest in securities held by a trust, which may include both trust beneficiaries or trustees with investment control; a person's right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable; a general partner's proportionate interest in the portfolio securities held by a general or limited partnership; certain performance-related fees other than an asset-based fee, received by any broker, dealer, bank, insurance company, investment company, investment adviser, investment manager, trustee or person or entity performing a similar function; and a person's right to dividends that is separated or separable from the underlying securities. Otherwise, right to dividends alone shall not represent beneficial ownership in the securities. A shareholder shall not be deemed to have beneficial ownership in the portfolio securities held by a corporation or similar entity in which the person owns securities if the shareholder is not a controlling shareholder of the entity and does not have or share investment control over the entity's portfolio. Requests for Exemptions. If you have beneficial ownership of a security, any transaction involving that security is presumed to be subject to the relevant requirements of this Statement, unless you have no control over the transaction. Such a situation may arise, for example, if you have delegated investment authority to an independent investment adviser, or your spouse has an independent trading program in which you have no input. Similarly, if your spouse has investment control over, but no beneficial ownership in, an unrelated account, an exemption may be appropriate. If you are involved in an investment account for a family situation, trust, partnership, corporation, etc., which you feel should not be subject to the Statement's relevant prior approval and/or reporting requirements, you should submit a written request for clarification or exemption to either Baltimore Legal/Compliance or the TRP International Compliance Team, as appropriate. Any such request for clarification or exemption should name the account, your interest in the account, the persons or firms responsible for its management, and the basis upon which the exemption is being claimed. Exemptions are not self-executing; any exemption must be granted through Baltimore Legal/Compliance or the TRP International Compliance Team. PRIOR CLEARANCE REQUIREMENTS GENERALLY. As described, certain transactions require prior clearance before execution. Receiving prior clearance does not relieve you from conducting your personal securities transactions in full compliance with the Code, including its prohibition on trading while in possession of material, inside information, and with applicable law, including the prohibition on Front Running (see page 4-1 for definition of Front Running). TRANSACTIONS IN STOCK OF PRICE GROUP. Because Price Group is a public company, ownership of its stock subjects its officers, inside and independent directors, employees and all others subject to the Code to special legal requirements under the federal securities laws. You are responsible for your own compliance with these requirements. In connection with these legal requirements, Price Group has adopted the following rules and procedures: Independent Directors of Price Funds. The independent directors of the Price Funds are prohibited from owning the stock of Price Group. Quarterly Earnings Report. Generally, all Access Persons and Non-Access Persons and the independent directors of Price Group must refrain from initiating transactions in Price Group stock in which they have a beneficial interest from the sixth trading day following the end of the quarter (or such other date as management shall from time to time determine) until the third trading day following the public release of earnings. You will be notified in writing through the Office of the Secretary of Price Group ("Secretary") from time to time as to the controlling dates. Prior Clearance of Price Group Stock Transactions Generally. Access Persons and Non-Access Persons and the independent directors of Price Group are required to obtain clearance prior to effecting any proposed transaction (including gifts and transfers) involving shares of Price Group stock owned beneficially or through the Employee Stock Purchase Plan. A transfer includes a change in ownership name of shares of Price Group stock, including a transfer of the shares into street name to be held in a securities account and any transfers of shares of Price Group stock between securities firms or accounts, including accounts held at the same firm. Prior Clearance Procedures for Price Group Stock. Requests for prior clearance must be in writing on the form entitled "Notification of Proposed Transaction" (available from the Corporate Records Department and on the firm's Intranet under Corporate/Corporate Records) and be submitted to the Secretary, who is responsible for processing and maintaining the records of all such requests. This includes not only market transactions, but also sales of stock purchased either through the Price Group Employee Stock Purchase Plan ("ESPP") or through a brokerage account if shares of Price Group stock are transferred there from the ESPP. Purchases effected through the ESPP are automatically reported to the Secretary. Prohibition Regarding Transactions in Publicly-Traded Price Group Options. Transactions in publicly-traded options on Price Group stock are not permitted. Applicability of 60-Day Rule to Price Group Stock Transactions. Transactions in Price Group stock are subject to the 60-Day Rule except for transactions effected through the ESPP, the exercise of employee stock options granted by Price Group, and shares obtained through an established dividend reinvestment program. The 60-Day Rule does apply to shares transferred out of the ESPP to a securities account; generally, however, an employee remaining in the ESPP may not transfer shares held less than 60 days out of the ESPP. Gifts of Price Group stock, although subject to prior clearance, are also not subject to this Rule. Purchases through payroll deduction of Price Group stock in the ESPP are not considered in determining the applicability of the 60-Day Rule to market transactions in Price Group stock. See p. 4-22. Access Persons and Non-Access Persons and the independent directors of Price Group must obtain prior clearance of any transaction involving Price Group stock from the Office of the Secretary of Price Group. Initial Disclosure of Holdings of Price Group Stock. Each new employee must report to the Secretary any shares of Price Group stock of which he or she has beneficial ownership no later than 10 days after his or her starting date. Dividend Reinvestment Plans for Price Group Stock. Purchases of Price Group stock owned outside of the ESPP and effected through a dividend reinvestment plan need not receive prior clearance if the firm has been previously notified by the employee that he or she will be participating in that plan. Reporting of transactions effected through that plan need only be made quarterly, except in the case of employees who are subject to Section 16 of the Securities Exchange Act of 1934, who must report such transactions at least monthly. Effectiveness of Prior Clearance. Prior clearance of transactions in Price Group stock is effective for five (5) business days from and including the date the clearance is granted, unless (i) advised to the contrary by the Secretary prior to the proposed transaction, or (ii) the person receiving the approval comes into possession of material, non-public information concerning the firm. If the proposed transaction in Price Group stock is not executed within this time period, a new clearance must be obtained before the individual can execute the proposed transaction. Reporting of Disposition of Proposed Transaction. You must use the form returned to you by the Secretary to notify the Secretary of the disposition (whether the proposed transaction was effected or not) of each transaction involving shares of Price Group stock owned directly. The notice must be returned within two business days of the trade's execution, or within seven business days of the date of prior clearance if the trade is not executed. Insider Reporting and Liability. Under current rules, certain officers, directors and 10% stockholders of a publicly traded company ("Insiders") are subject to the requirements of Section 16. Insiders include the directors and certain managing directors of Price Group. SEC Reporting. There are three reporting forms which Insiders are required to file with the SEC to report their purchase, sale and transfer transactions in, and holdings of, Price Group stock. Although the Secretary will provide assistance in complying with these requirements as an accommodation to Insiders, it remains the legal responsibility of each Insider to assure that the applicable reports are filed in a timely manner. Form 3. The initial ownership report by an Insider is required to be filed on Form 3. This report must be filed within ten days after a person becomes an Insider (i.e., is elected as a director or appointed as an executive officer) to report all current holdings of Price Group stock. Following the election or appointment of an Insider, the Secretary will deliver to the Insider a Form 3 for appropriate signatures and will file the form with the SEC. Form 4. Any change in the Insider's ownership of Price Group stock must be reported on a Form 4 unless eligible for deferred reporting on year-end Form 5. The Form 4 is due by the 10th day following the end of the month in which the ownership change occurred. Following receipt of the Notice of Disposition of the proposed transaction, the Secretary will deliver to the Insider a Form 4, as applicable, for appropriate signatures and will file the form with the SEC. Form 5. Any transaction or holding that is exempt from reporting on Form 4, such as small purchases of stock, gifts, etc. may be reported on a deferred basis on Form 5 within 45 days after the end of the calendar year in which the transaction occurred. No Form 5 is necessary if all transactions and holdings were previously reported on Form 4. Liability for Short-Swing Profits. Under the United States securities laws, profit realized by certain officers, as well as directors and 10% stockholders of a company (including Price Group) as a result of a purchase and sale (or sale and purchase) of stock of the company within a period of less than six months must be returned to the firm or its designated payee upon request. Office of Thrift Supervision ("OTS") Reporting. TRPA and Price Group are holding companies of T. Rowe Price Savings Bank, which is regulated by the OTS. OTS regulations require the Directors and senior officers of TRPA and Price Group to file reports regarding their personal holdings of the stock of Price Group and of the stock of any non-affiliated bank, savings bank, bank holding company, or savings and loan holding company. Although the Bank's Compliance Officer will provide assistance in complying with these requirements as an accommodation, it remains the responsibility of each person to ensure that the required reports are filed in a timely manner. PRIOR CLEARANCE REQUIREMENTS (OTHER THAN PRICE GROUP STOCK) FOR ACCESS PERSONS. All Access Persons must obtain prior clearance before directly or indirectly initiating, recommending, or in any way participating in, the purchase or sale of a security in which the Access Person has, or by reason of such transaction may acquire, any beneficial interest or which he or she controls, unless exempted below. Non- Access Persons are not required to obtain prior clearance before engaging in any securities transactions, except for transactions in Price Group stock. Access Persons and Non-Access Persons and the independent directors of Price Group must obtain prior clearance of any transaction involving Price Group stock from the Office of the Secretary of Price Group. Where required, prior clearance must be obtained regardless of whether the transaction is effected through TRP Brokerage (generally available only to U.S. residents) or through an unaffiliated broker/dealer or other entity. Please note that the prior clearance procedures do not check compliance with the 60- Day Rule (p. 4-21); you are responsible for ensuring your compliance with this rule. TRANSACTIONS (OTHER THAN IN PRICE GROUP STOCK) THAT ARE EXEMPT FROM PRIOR CLEARANCE AND REPORTING. The following transactions are exempt from both the prior clearance and reporting requirements: Mutual Funds and Variable Insurance Products. The purchase or redemption of shares of any open-end investment companies, including the Price Funds, and variable insurance products, except that any employee who serves as the president or executive vice president of a Price Fund must report his or her beneficial ownership or control of shares in that Fund to Baltimore Legal/Compliance through electronic mail to Dottie Jones. U.S. Government Obligations. Purchases or sales of direct obligations of the U.S. Government. Certain Commodity Futures Contracts. Purchases or sales of commodity futures contracts for tangible goods (e.g., corn, soybeans, wheat) if the transaction is regulated solely by the United States Commodity Futures Trading Commission ("CFTC"). Futures contracts for financial instruments, however, must receive prior clearance. TRANSACTIONS (OTHER THAN PRICE GROUP STOCK) THAT ARE EXEMPT FROM PRIOR CLEARANCE, BUT MUST BE REPORTED BY BOTH ACCESS PERSONS AND NON-ACCESS PERSONS. Unit Investment Trusts. Purchases or sales of shares in unit investment trusts, including such unit investment trusts as DIAMONDS, SPYDER and Nasdaq-100 Index Tracking Stock ("QQQ"). National Government Obligations (other than U.S.). Purchases or sales of direct obligations of national (non- U.S.) governments. Pro Rata Distributions. Purchases effected by the exercise of rights issued pro rata to all holders of a class of securities or the sale of rights so received. Stock Splits and Similar Acquisitions. The acquisition of additional shares of existing corporate holdings through stock splits, stock dividends, exercise of rights, exchange or conversion. Reporting of such transactions need only be made quarterly. Mandatory Tenders. Purchases and sales of securities pursuant to a mandatory tender offer. Spousal Employee-Sponsored Payroll Deduction Plans. Purchases by an Access Person's spouse pursuant to an employee-sponsored payroll deduction plan (e.g., a 401(k) plan or employee stock purchase plan), provided Baltimore Legal/Compliance (U.S.-based personnel) or the TRP International Compliance Team (International personnel) has been previously notified by the Access Person that the spouse will be participating in the payroll deduction plan. Reporting of such transactions need only be made quarterly. Exercise of Stock Option of Corporate Employer by Spouse. Transactions involving the exercise by an Access Person's spouse of a stock option issued by the corporation employing the spouse. However, a subsequent sale of the stock obtained by means of the exercise must receive prior clearance. Dividend Reinvestment Plans. Purchases effected through an established Dividend Reinvestment Plan ("DRP"). Reporting of these transactions may be made quarterly. An Access Person's purchase of share(s) of the issuer to initiate participation in the DRP or an Access Person's purchase of shares in addition to those purchased with dividends (a "Connected Purchase") and any sale of shares from the DRP must receive prior clearance. Systematic Investment Plans/Savings Schemes. Purchases effected through a systematic investment plan (i.e., a regular savings scheme or savings plan) involving the automatic investment of a set dollar or other currency amount on predetermined dates, provided Baltimore Legal/Compliance (U.S.-based personnel) or the TRP International Compliance Team (International personnel) has been previously notified by the Access Person that he or she will be participating in the plan or scheme. Reporting of Systematic Investment Plan/Savings Scheme transactions need only be made quarterly. An Access Person's purchase of securities of the issuer to initiate participation in the plan and any sale of shares from such a plan must receive prior clearance. Inheritances. The acquisition of securities through inheritance. Gifts. The giving of or receipt of a security as a gift. OTHER TRANSACTION REPORTING REQUIREMENTS. Any transaction that is subject to the prior clearance requirements prior to execution on behalf of an Access Person, including purchases in initial public offerings and private placement transactions, must be reported. Although Non-Access Persons are not required to receive prior clearance for securities transactions (other than Price Group stock), they must report any transaction that would have been required to be prior cleared by an Access Person. PROCEDURES FOR OBTAINING PRIOR CLEARANCE (OTHER THAN PRICE GROUP STOCK) FOR ACCESS PERSONS. Unless described as exempt from prior clearance above or subject to an exemption granted by the Chairperson of the Ethics Committee, Access Persons must receive prior clearance for all securities transactions. This includes transactions in closed-end funds, including Exchange Traded Funds ("ETFs") (e.g., iShares; Cubes), and sector index funds that are closed-end funds. All Access Persons should follow the procedures set forth below, depending upon their location, before engaging in the transactions described. For U.S. - Based Access Persons: Procedures For Obtaining Prior Clearance For Initial Public Offerings ("IPOs"): Non-Investment Personnel. Access Persons who are not Investment Personnel ("Non-Investment Personnel") may purchase securities that are the subject of an IPO only if prior written approval has been obtained from the Chairperson of the Ethics Committee or his or her designee ("Designee"). An IPO is an offering of securities registered under the Securities Act of 1933 when the issuer of the securities, immediately before the registration, was not subject to certain reporting requirements of the Securities Exchange Act of 1934. In considering such a request for approval, the Chairperson or his or her Designee will determine whether the proposed transaction presents a conflict of interest with any of the firm's clients or otherwise violates the Code. The Chairperson or his or her Designee will also determine whether the following conditions have been met: 1. The purchase is made through the Non-Investment Personnel's regular broker; 2. The number of shares to be purchased is commensurate with the normal size and activity of the Non-Investment Personnel's account; and 3. The transaction otherwise meets the requirements of the NASD's rules on free riding and withholding. Non-Investment Personnel will not be permitted to purchase shares in an IPO if any of the firm's clients are prohibited from doing so. Therefore, even after approval has been obtained from the Chairperson of the Ethics Committee or his or her Designee, Non-Investment Personnel must check with the Equity Trading Desk the day the offering is priced before purchasing in the IPO. This prohibition will remain in effect until the firm's clients have had the opportunity to purchase in the secondary market once the underwriting is completed -- commonly referred to as the aftermarket. The 60-Day Rule applies to transactions in securities purchased in an IPO. Investment Personnel. Investment Personnel may not purchase securities in an IPO. Non-Access Persons. Although Non-Access Persons are not required to receive prior clearance before purchasing shares in an IPO, any Non-Access Person who is a registered representative of Investment Services is reminded that NASD rules may restrict his or her ability to buy shares in a "hot issue," which is a new issue that trades at a premium in the secondary market whenever that trading commences. Procedures For Obtaining Prior Clearance For Private Placements. Access Persons may not invest in a private placement of securities, including the purchase of limited partnership interests, unless prior written approval has been obtained from the Chairperson of the Ethics Committee or a Designee. In considering such a request for approval, the Chairperson will determine whether the investment opportunity (private placement) should be reserved for the firm's clients, and whether the opportunity is being offered to the Access Person by virtue of his or her position with the firm. The Chairperson will also secure, if appropriate, the approval of the proposed transaction from the chairperson of the applicable investment steering committee. Continuing Obligation. An Access Person who has received approval to invest in a private placement of securities and who, at a later date, anticipates participating in the firm's investment decision process regarding the purchase or sale of securities of the issuer of that private placement on behalf of any client, must immediately disclose his or her prior investment in the private placement to the Chairperson of the Ethics Committee and to the chairperson of the appropriate investment steering committee. Registered representatives of Investment Services are reminded that NASD rules may restrict investment in a private placement in certain circumstances. Procedures For Obtaining Prior Clearance For All Other Securities Transactions. Requests for prior clearance by Access Persons for all other securities transactions requiring prior clearance should generally be made via iTrade on the firm's intranet to the Equity Trading Department, which will be responsible for processing and maintaining the records of all such requests. If iTrade is not available, requests may be made orally, in writing, or by electronic mail (e-mail address "Personal Trades" in the electronic mail address book). Obtaining clearance by electronic mail if iTrade is not available is strongly encouraged. All requests must include the name of the security, the number of shares or amount of bond involved, and the nature of the transaction, i.e., whether the transaction is a purchase, sale, short sale, or buy to cover. Responses to all requests will be made by iTrade or the Equity Trading Department, documenting the request and its approval/disapproval. Requests will normally be processed on the same day; however, additional time may be required for prior clearance of transactions in non-U.S. securities. Effectiveness of Prior Clearance. Prior clearance of a securities transaction is effective for three (3) business days from and including the date the clearance is granted, regardless of the time of day when clearance is granted. If the proposed securities transaction is not executed within this time, a new clearance must be obtained. In situations where it appears that the trade will not be executed within three business days even though the order was entered in that time period (e.g., certain transactions through Transfer Agents or spousal employee-sponsored payroll deduction plans), please contact Baltimore Legal/Compliance. Reminder. If you are an Access Person and become the beneficial owner of another's securities (e.g., by marriage to the owner of the securities) or begin to direct trading of another's securities, then transactions in those securities become subject to the prior clearance requirements. For International Access Persons: General Procedures For Obtaining Prior Clearance (Other Than Price Group Stock) For Access Persons. Requests for prior clearance may be made by electronic mail or by submitting a written form to the TRP International Compliance Team. The TRP International Compliance Team is responsible for processing and maintaining the records of all such requests. All requests must include the name of the security, the number of shares or amount of bond involved, and the estimated value of the requested transaction. The TRP International Compliance Team will record whether the request was approved or disapproved and the date and time of the approval or disapproval; the reason for any disapproval; the nature of the transaction (i.e., whether the transaction is a purchase, sale, short sale, or buy to cover), and whether the securities are part of a new issue or private placement. Responses to all requests will be confirmed by the TRP International Compliance Team by electronic mail or on a standard written form documenting the request and its approval/disapproval. Requests will normally be processed on the same day they are received; however, additional time may be required to allow checks to be made with overseas offices. Effectiveness of Prior Clearance. Prior clearance of a securities transaction is effective for three (3) business days from and including the date the clearance is granted. If the proposed securities transaction is not executed within this time, a new clearance must be obtained. For example, if approval is granted at 2:00 pm Monday, the trade must be executed by Wednesday. In situations where it appears that the trade will not be executed within three business days even though the order was entered in that time period (e.g., an Individual Savings Account), please contact the TRP International Compliance Team. Procedures for Obtaining Prior Clearance for Initial Public Offerings ("IPOs"): Investment Personnel. Generally Investment Personnel may not purchase shares in an IPO. However, an exemption from the TRP International Compliance Team to permit investment in certain IPOs open to the general public in which allocations are made by the issuer/syndicate on a purely random basis (lottery) or on a pro-rata basis per application ("Pro-Rata Offering") may be available. Non-Investment Personnel. Access Persons other than Investment Personnel ("Non- Investment Personnel") may purchase securities in a Pro-rata Offering if the following four conditions are met: The issue is a Pro-Rata Offering; Residence; No order for the purchase of any such securities has been entered by a Price Adviser on behalf of any client; and The number of shares to be purchased is commensurate with the normal size and activity of the Access Person's account. Non-Investment Personnel may also be granted approval to purchase securities that are the subject of a non-Pro-Rata Offering. In considering such a request for approval, the TRP International Compliance Team will determine whether the proposed transaction presents a conflict of interest with any of the firm's clients or otherwise violates the Code. Approvals will carry the following conditions: 1. The purchase is made through the Non-Investment Personnel's regular broker, bank, or from a syndicate member through a general solicitation or subscription form, if relevant; and 2. The number of shares to be purchased is commensurate with the normal size and activity of the Non-Investment Personnel's account. All Access Persons. Neither Investment Personnel nor Non- Investment Personnel will be permitted to purchase in an IPO if any of the Price Advisers' clients are prohibited from doing so. This prohibition will remain in effect until these clients have had the opportunity to purchase in the secondary market once the underwriting is completed -- commonly referred to as the aftermarket. In addition, the 60-Day Rule applies to transactions in securities purchased in an IPO. Procedures for Obtaining Prior Clearance for Private Placements. Approval for an Access Person to invest in or sell securities through a private placement of securities, including the purchase of limited partnership interests, must be sought from the TRP International Compliance Team in the usual manner. The approval process will include a review by a member of the Investment Team to determine whether the investment opportunity (private placement) should be reserved for the firm's clients and whether the opportunity is being offered to the Access Person by virtue of his or her position with the firm, as well as approval by a member of the Ethics Committee. Continuing Obligation. Any Access Person who has received approval to invest in a private placement of securities and who, at a later date, anticipates participating in the firm's investment decision process regarding the purchase or sale of securities of the issuer of that private placement on behalf of any client, must immediately disclose his or her prior investment in the private placement to the TRP International Compliance Team. REASONS FOR DISALLOWING ANY PROPOSED TRANSACTION. A proposed securities transaction will be disapproved by the Trading Department, either directly or by iTrade, and/or by the Chairperson of the Ethics Committee or by the TRP International Compliance Team (unless it is determined that an exemption is appropriate), if: Pending Client Orders. Orders have been placed by any of the Price Advisers to purchase or sell the security. Purchases and Sales Within Seven (7) Calendar Days. The security has been purchased or sold by any client of a Price Adviser within seven calendar days immediately prior to the date of the proposed transaction. For example, if a client transaction occurs on Monday, an Access Person may not purchase or sell that security until Tuesday of the following week. If all clients have eliminated their holdings in a particular security, the seven-day restriction is not applicable to an Access Person's transactions in that security. Approved Company Rating Changes. A change in the rating of an approved company as reported in the firm's Daily Research News has occurred within seven (7) calendar days immediately prior to the date of the proposed transaction. Accordingly, trading would not be permitted until the eighth (8) calendar day. Securities Subject to Internal Trading Restrictions. The security is limited or restricted by any of the Price Advisers as to purchase or sale by Access Persons. If for any reason an Access Person has a proposed securities transaction disapproved, he or she must not communicate any information about the disapproval to another person and must not cause any other person to enter into such a transaction. Requests for Waivers of Prior Clearance Denials. If an Access Person's request for prior clearance has been denied, he or she may apply to the Chairperson of the Ethics Committee for a waiver. All such requests must be in writing and must fully describe the basis upon which the waiver is being requested. Waivers are not routinely granted. TRANSACTION CONFIRMATIONS AND PERIODIC ACCOUNT STATEMENTS. All Access Persons and Non-Access Persons must request broker-dealers, investment advisers, banks, or other financial institutions executing their transactions to send a duplicate confirmation or contract note with respect to each and every reportable transaction, including Price Group stock, and a copy of all periodic statements for all securities accounts in which the Access Person or Non-Access Person is considered to have beneficial ownership and/or control (see page 4-4 for a discussion of beneficial ownership and control concepts) as follows: U.S.-based personnel should have this information sent to the attention of Compliance, Legal Department, T. Rowe Price, P.O. Box 17218, Baltimore, Maryland 21297-1218. International personnel should have this information sent to the attention of the TRP International Compliance Team, T. Rowe Price International, Inc., 60 Queen Victoria Street, London EC4N 4TZ United Kingdom. NOTIFICATION OF SECURITIES ACCOUNTS. All Access Persons and Non- Access Persons must give notice before opening or trading in a securities account with any broker, dealer, investment adviser, bank, or other financial institution, including TRP Brokerage, as follows: U.S.-based personnel must give notice by e-mail to Legal/Compliance; International personnel must give notice in writing (which may include e-mail) to the TRP International Compliance Team. New Personnel Subject to the Code. A person subject to the Code must give written notice as directed above of any existing securities accounts maintained with any broker, dealer, investment adviser, bank or other financial institution within 10 days of association with the firm. You do not have to report accounts at transfer agents or similar entities if the only securities in those accounts are variable insurance products or mutual funds if these are the only types of securities that can be held or traded in the accounts. If other securities can be held or traded, the accounts must be reported. For example, if you have an account at T. Rowe Price Services, Inc., a transfer agent that holds shares of a Price Fund, that account is not reportable. If, however, you have a brokerage account it must be reported even if the only securities currently held or traded in it are mutual funds. Officers, Directors and Registered Representatives of Investment Services. The NASD requires each associated person of T. Rowe Price Investment Services, Inc. to: Obtain approval from Investment Services (whether the registered person is based in the United States or internationally) -- the request should be in writing, directed to Baltimore Legal/Compliance, and submitted before opening or placing the initial trade in a securities account; and If the securities account is with a broker/dealer, provide the broker/dealer with written notice of his or her association with Investment Services. Annual Statement by Access Persons. Each Access Person must also file with the firm a statement of his or her accounts as of year-end in January of the following year. Reminder. If you become the beneficial owner of another's securities (e.g., by marriage to the owner of the securities) or begin to direct trading of another's securities, then the associated securities accounts become subject to the account reporting requirements. PROCEDURES FOR REPORTING TRANSACTIONS. The following requirements apply both to Access Persons and Non-Access Persons: Report Form. If the executing firm provides a confirmation, contract note or similar statement directly to the firm, you do not need to make a further report. All other transactions must be reported on the form designated "T. Rowe Price Employee's Report of Securities Transactions," which is available on the firm's Intranet under Corporate/Legal. When Reports are Due. You must report a securities transaction within ten (10) days after the trade date or within (10) days after the date on which you first gain knowledge of the transaction (for example, a bequest) if this is later. Reporting of transactions involving a systematic investment plan/savings scheme, in an established dividend reinvestment plan, or the purchase of securities by a spouse pursuant to an employee-sponsored payroll deduction plan, however, may be reported quarterly. The TRP International Compliance Team will send all reports it receives to Baltimore Legal/Compliance on a quarterly basis. Reminder. If you become the beneficial owner of another's securities (e.g., by marriage to the owner of the securities) or begin to direct trading of another's securities, the transactions in these securities become subject to the transaction reporting requirements. TRANSACTION REPORTING REQUIREMENTS FOR THE INDEPENDENT DIRECTORS OF THE PRICE FUNDS, THE INDEPENDENT DIRECTORS OF PRICE GROUP, AND THE INDEPENDENT DIRECTORS OF THE SAVINGS BANK. The independent directors of the Price Funds are subject to the same reporting requirements as Access Persons and Non-Access Persons except that reports need only be filed quarterly. Specifically: (1) a report for each securities transaction must be filed with Baltimore/Legal Compliance no later than ten (10) days after the end of the calendar quarter in which the transaction was effected; and (2) a report must be filed for each quarter, regardless of whether there have been any reportable transactions. Baltimore/Legal Compliance will send the independent directors of the Price Funds a reminder letter and reporting form approximately ten days prior to the end of each calendar quarter. The independent directors of Price Group are not required to report their personal securities transactions (other than transactions in Price Group stock) as long as they do not obtain information about the Price Advisers' investment research, recommendations, or transactions. However, the independent directors of Price Group are reminded that changes to certain information reported by the respective independent director in the Annual Questionnaire for Independent Directors are required to be reported to Baltimore/Corporate Records (e.g., changes in holdings of stock of financial institutions or financial institution holding companies). The independent directors of the Savings Bank are not required to report their personal securities transactions except as they may be specifically requested from time to time to do so by the Savings Bank in accordance with regulatory or examination requirements. MISCELLANEOUS RULES REGARDING PERSONAL SECURITIES TRANSACTIONS. These rules vary in their applicability depending upon whether you are an Access Person. The following rules apply to all Access Persons and Non-Access Persons and, where indicated, to the independent directors of Price Group and the Price Funds. Dealing with Clients. Access Persons, Non-Access Persons and the independent directors of Price Group and the Price Funds may not, directly or indirectly, sell to or purchase from a client any security. Market transactions are not subject to this restriction. This prohibition does not preclude the purchase or redemption of shares of any mutual fund that is a client of any of the Price Advisers and does not apply to transactions in a spousal employer-sponsored payroll deduction plan or spousal employer-sponsored stock option plan. Client Investment Partnerships. Co-Investing. The independent directors of the Price Funds are not permitted to co-invest in client investment partnerships of Price Group or its affiliates, such as Strategic Partners, Threshold, and Recovery. Direct Investment. The independent directors of the Price Funds are not permitted to invest as limited partners in client investment partnerships of Price Group or its affiliates. Investment Clubs. These restrictions vary depending upon the person's status, as follows: Non-Access Persons. A Non-Access Person may form or participate in a stock or investment club without approval of the Chairperson of the Ethics Committee (U.S.-based personnel) or the TRP International Compliance Team (international personnel). Only transactions in Price Group stock are subject to prior clearance requirements. Club transactions must be reported just as the Non-Access Person's individual trades are reported. Access Persons. An Access Person may not form or participate in a stock or investment club unless prior written approval has been obtained from the Chairperson of the Ethics Committee (U.S.-based personnel) or the TRP International Compliance Team (international personnel). All transactions by such a stock or investment club in which an Access Person has beneficial ownership or control are subject to the same prior clearance and reporting requirements applicable to an individual Access Person's trades. If, however, the Access Person has beneficial ownership solely by virtue of his or her spouse's participation in the club and has no investment control or input into decisions regarding the club's securities transactions, he or she may request the waiver of prior clearance requirements of the club's transactions (except for transactions in Price Group stock) from the Chairperson of the Ethics Committee or the TRP International Compliance Team, as appropriate, as part of the approval process. Margin Accounts. While margin accounts are discouraged, you may open and maintain margin accounts for the purchase of securities provided such accounts are with firms with which you maintain a regular securities account relationship. Trading Activity. You are discouraged from engaging in a pattern of securities transactions which either: Is so excessively frequent as to potentially impact your ability to carry out your assigned responsibilities, or Involves securities positions that are disproportionate to your net assets. At the discretion of the Chairperson of the Ethics Committee, written notification of excessive trading may be sent to you and/or the appropriate supervisor if ten or more reportable trades occur in your account(s) in a month, or if circumstances otherwise warrant this action. The following rules apply only to Access Persons: Exempt List Transactions. Although subject to prior clearance, transactions involving securities in certain large issuers or in issuers with high trading volumes, within the parameters set by the Ethics Committee (the "Exempt List"), will be approved under normal circumstances, as follows: Transactions Involving Exempt List Securities. This exemption applies to transactions involving no more than U.S. $20,000 (all amounts are in U.S. dollars) or the nearest round lot (even if the amount of the transaction marginally exceeds $20,000) per security per seven (7) calendar day period in securities of: issuers with market capitalizations of $5 billion or more, or U.S. issuers with an average daily trading volume in excess of 500,000 shares over the preceding 90 calendar days. Note that if the rating on the security as reported in the firm's Daily Research News has been changed to a 1 or a 5 within the seven (7) calendar days immediately prior to the date of the proposed transaction, this exemption is not available. Transactions Involving Options on Exempt List Securities. Access Persons may not purchase uncovered put options or sell uncovered call options unless otherwise permitted under the "Options and Futures" discussion on p. 4-20. Otherwise, in the case of options on an individual security on the Exempt List (if it has not had a prohibited rating change), an Access Person may trade the greater of 5 contracts or sufficient option contracts to control $20,000 in the underlying security; thus an Access Person may trade 5 contracts even if this permits the Access Person to control more than $20,000 in the underlying security. Similarly, the Access Person may trade more than 5 contracts as long as the number of contracts does not permit him or her to control more than $20,000 in the underlying security. Options transactions on the stock of Price Group are prohibited. See p. 4-6. These parameters are subject to change by the Ethics Committee. An Access Person should be aware that if prior clearance is granted for a specific number of shares lower than the number requested, he or she may not be able to receive permission to buy or sell additional shares of the issuer for the next seven (7) calendar day under this exemption. Transactions Involving Exchange-Traded Index Options. Generally, an Access Person may trade the greater of 5 contracts or sufficient contracts to control $20,000 in the underlying securities; thus an Access Person may trade 5 contracts even if this permits the Access Person to control more than $20,000 in the underlying securities. Similarly, the Access Person may trade more than 5 contracts as long as the number of contracts does not permit him or her to control more than $20,000 in the underlying securities. These parameters are subject to change by the Ethics Committee. Please note that an option on a Unit Investment Trust (e.g., QQQ) is not an exchange-traded index option and does not fall under this provision. See the discussion under General Information on Options and Futures below. Client Limit Orders. The Equity Trading Desk or the TRP International Compliance Team, as appropriate, may approve an Access Person's proposed trade even if a limit order has been entered for a client for the same security, if: The Access Person's trade will be entered as a market order; and The client's limit order is 10% or more away from the market at the time of approval of the Access Person's trade. Japanese New Issues. All Access Persons are prohibited from purchasing a security which is the subject of an IPO in Japan. Options and Futures. Please consult the specific section on Exchange-Traded Index Options above for transactions in those options. Before engaging in options and futures transactions, Access Persons should understand the impact that the 60- Day Rule and intervening client transactions may have upon their ability to close out a position with a profit (see page 4-21). General Information on Options and Futures. If a transaction in the underlying instrument does not require prior clearance (e.g., National Government Obligations, Unit Investment Trusts), then an options or futures transaction on the underlying instrument does not require prior clearance. However, all options and futures transactions, except the commodity futures transactions described on page 4-9, must be reported even if a transaction in the underlying instrument would not have to be reported (e.g., U.S. Government Obligations). Transactions in publicly traded options on Price Group stock are not permitted. See p. 4-6. Options and Futures on Securities and Indices Not Held by Clients of the Price Advisers. There are no specific restrictions with respect to the purchase, sale or writing of put or call options or any other option or futures activity, such as multiple writings, spreads and straddles, on a security (and options or futures on such security) or index that is not held by any of the Price Advisers' clients. Options on Securities Held by Clients of the Price Advisers. With respect to options on securities of companies which are held by any of Price Advisers' clients, it is the firm's policy that an Access Person should not profit from a price decline of a security owned by a client (other than an Index account). Therefore, an Access Person may: (i) purchase call options and sell covered call options and (ii) purchase covered put options and sell put options. An Access Person may not purchase uncovered put options or sell uncovered call options, even if the issuer of the underlying securities is included on the Exempt List, unless purchased in connection with other options on the same security as part of a straddle, combination or spread strategy which is designed to result in a profit to the Access Person if the underlying security rises in or does not change in value. The purchase, sale and exercise of options are subject to the same restrictions as those set forth with respect to securities, i.e., the option should be treated as if it were the common stock itself. Other Options and Futures Held by Clients of the Price Advisers. Any other option or futures transaction with respect to domestic or foreign securities held by any of the Price Advisers' clients will be approved or disapproved on a case-by-case basis after due consideration is given as to whether the proposed transaction or series of transactions might appear to or actually create a conflict with the interests of any of the Price Advisers' clients. Such transactions include transactions in futures and options on futures involving financial instruments regulated solely by the CFTC. Closing or Exercising Option Positions. A transaction initiated by an Access Person to exercise an option or to close an option transaction must also receive prior clearance. If an intervening client transaction in the underlying security has occurred since the position was opened, the Access Person may not receive prior clearance to initiate a transaction to exercise the option or to close out the position, as applicable. Short Sales. Short sales by Access Persons are subject to prior clearance unless the security itself does not otherwise require prior clearance. In addition, Access Persons may not sell any security short which is owned by any client of one of the Price Advisers unless a transaction in that security would not require prior clearance. All short sales are subject to the 60-Day Rule described below. The 60-Day Rule. Access Persons are prohibited from profiting from the purchase and sale or sale and purchase of the same (or equivalent) securities within 60 calendar days. An "equivalent" security means any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege at a price related to the subject security, or similar securities with a value derived from the value of the subject security. Thus, for example, the rule prohibits options transactions on or short sales of a security within 60 days of its purchase. In addition, the rule applies regardless of the Access Person's other holdings of the same security or whether the Access Person has split his or her holdings into tax lots. For example, if an Access Person buys 100 shares of XYZ stock on March 1, 1998 and another 100 shares of XYZ stock on February 28, 2002, he or she may not sell any shares of XYZ stock at a profit for 60 days following February 28, 2002. The 60-Day Rule "clock" restarts each time the Access Person trades in that security. Exemptions from the 60-Day Rule. The 60-Day Rule does not apply to: any transaction by a Non-Access Person except for transactions in Price Group stock not exempted below; any transaction exempt from prior clearance (e.g., exercise of corporate stock option by Access Person spouse, systematic investment plan; see p. 4-9); any transaction in a security in which either the acquisition or the sale of that security did not require prior clearance (e.g., if an Access Person inherits a security, a transaction that did not require prior clearance, then he or she may sell the security inherited at a profit within 60 calendar days of its acquisition); the purchase and sale or sale and purchase of exchange- traded index options; any transaction in Price Group stock effected through the ESPP (note that the 60-Day Rule does apply to shares transferred out of the ESPP to a securities account; generally, however, an employee remaining in the ESPP may not transfer shares held less than 60 days out of the ESPP); and the exercise of "company-granted" Price Group stock options and the subsequent sale of the derivative shares. Prior clearance procedures do not check compliance with the 60-Day Rule when considering a trading request. Access Persons are responsible for checking their compliance with this rule before entering a trade. Access Persons may request a waiver from the 60-Day Rule. Such requests should be directed in writing to the Chairperson of the Ethics Committee. These waivers are not routinely granted. Investments in Non-Listed Securities Firms. Access Persons may not purchase or sell the shares of a broker/dealer, underwriter or federally registered investment adviser unless that entity is traded on an exchange or listed as a Nasdaq stock or permission is given under the private placement procedures (see pp. 4-11; 4-14). OWNERSHIP REPORTING REQUIREMENTS - ONE-HALF OF ONE PERCENT OWNERSHIP. If an employee or an independent director of Price Group or an independent director of the Price Funds owns more than 1/2 of 1% of the total outstanding shares of a public or private company, he or she must immediately report in writing such fact to Baltimore Legal/Compliance, providing the name of the company and the total number of such company's shares beneficially owned. The independent directors of the Savings Bank are not required to make such reports, except as they may be specifically requested from time to time to do so by the Savings Bank in accordance with regulatory or examination requirements. GAMBLING RELATED TO THE SECURITIES MARKETS. All persons subject to the Code are prohibited from wagering, betting or gambling related to individual securities, securities indices or other similar financial indices or instruments. This prohibition applies to wagers placed through casinos, betting parlors or internet gambling sites and is applicable regardless of where the activity is initiated (e.g., home or firm computer or telephone). This specific prohibition does not restrict the purchase or sale of securities through a securities account reporting to Baltimore Legal/Compliance or the TRP International Compliance Team, even if these transactions are effected with a speculative investment objective. DISCLOSURE OF PERSONAL SECURITIES HOLDINGS BY ACCESS PERSONS. Upon commencement of employment, appointment or promotion (no later than 10 days after the starting date), each Access Person is required by United States securities laws to disclose in writing all current securities holdings in which he or she is considered to have beneficial ownership and control ("Securities Holdings Report") (see page 4-4 for definition of the term Beneficial Owner) and provide or reconfirm the information regarding all of his or her securities accounts. The form to provide the Securities Holding Report will be provided upon commencement of employment, appointment or promotion and should be submitted to Baltimore Legal/Compliance (U.S.-based personnel) or the TRP International Compliance Team (International personnel). The form on which to report securities accounts can be found on the firm's Intranet under Corporate/Legal. All Access Persons are also required to file a Personal Securities Report, consisting of a Statement of Personal Securities Holdings and a Securities Account Verification Form Report, on an annual basis. The reports must be as of year end and be filed with the firm in January of the following year. CONFIDENTIALITY OF RECORDS. Price Group makes every effort to protect the privacy of all persons and entities in connection with their Securities Holdings Reports, Reports of Securities Transactions, and Reports of Securities Accounts. SANCTIONS. Strict compliance with the provisions of this Statement is considered a basic provision of employment or other association with Price Group and the Price Funds. The Ethics Committee, Baltimore Legal/Compliance, and the TRP International Compliance Team are primarily responsible for administering this Statement. In fulfilling this function, the Ethics Committee will institute such procedures as it deems reasonably necessary to monitor each person's and entity's compliance with this Statement and to otherwise prevent and detect violations. Violations by Access Persons, Non-Access Persons and Directors of Price Group. Upon discovering a material violation of this Statement by any person or entity other than an independent director of a Price Fund, the Ethics Committee will impose such sanctions as it deems appropriate and as are approved by the Management Committee or the Board of Directors including, inter alia, a letter of censure or suspension, a fine, a suspension of trading privileges or termination of employment and/or officership of the violator. In addition, the violator may be required to surrender to Price Group, or to the party or parties it may designate, any profit realized from any transaction that is in violation of this Statement. All material violations of this Statement shall be reported to the Board of Directors of Price Group and to the Board of Directors of any Price Fund with respect to whose securities such violations may have been involved. Violations by Independent Directors of Price Funds. Upon discovering a material violation of this Statement by an independent director of a Price Fund, the Ethics Committee shall report such violation to the Board on which the director serves. The Price Fund Boards will impose such sanctions as they deem appropriate. -----END PRIVACY-ENHANCED MESSAGE-----