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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<R>
<R>
<R>
By:Edward C. Bernard
Chairman of the Board
</R>
Signature
Title
Date
/s/Edward C. Bernard
Edward C. Bernard
Chairman of the Board
(Chief Executive Officer)
August 25, 2006
/s/Joseph A. Carrier
Joseph A. Carrier<
font style="font-size:10.0pt;" face="Berkeley Book" color="Black">
Treasurer (Chief
Financial Officer)
August 25, 2006
*
Jeremiah E. Casey
Director
August 25, 2006
*
Anthony W. Deering
Director
August 25, 2006
*
Donald W. Dick, Jr.
Director
August 25, 2006
*
David K. Fagin
Director
August 25, 2006
*
Karen N. Horn
Director
August 25, 2006
/s/Mary J. Miller
Mary J. Miller
Director
August 25, 2006
*
Theo C. Rodgers
Director
August 25, 2006
*
John G. Schreiber
Director
August 25, 2006
*/s/Henry H. Hopkins
Henry H. Hopkins
Vice President and
AttorneyInFact
August 25, 2006
<R>
The Preferred Group of Mutual Funds
411 Hamilton Boulevard, Suite 1200
Peoria, IL 61602
100 East Pratt Street
Baltimore, MD 21202
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ALL CORPORATIONS/TRUSTS | ||
---|---|---|
/s/Edward C. Bernard Edward C. Bernard | Chairman of the Board (Principal Executive Officer) Director/Trustee | July 19, 2006 |
/s/Joseph A. Carrier Joseph A. Carrier | Treasurer (Principal Financial Officer) | July 19, 2006 |
/s/Jeremiah E. Casey Jeremiah E. Casey | Director/Trustee | July 19, 2006 |
/s/Anthony W. Deering Anthony W. Deering | Director/Trustee | July 19, 2006 |
/s/Donald W. Dick, Jr. Donald W. Dick, Jr. | Director/Trustee | July 19, 2006 |
/s/David K. Fagin David K. Fagin | Director/Trustee | July 19, 2006 |
/s/Karen N. Horn Karen N. Horn | Director/Trustee | July 19, 2006 |
/s/Theo C. Rodgers Theo C. Rodgers | Director/Trustee | July 19, 2006 |
/s/John G. Schreiber John G. Schreiber | Director/Trustee | July 19, 2006 |
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/s/Brian C. Rogers Brian C. Rogers | Director/Trustee | July 19, 2006 |
/s/John H. Laporte John H. Laporte | July 19, 2006 |
/s/Mary J. Miller Mary J. Miller | July 19, 2006 |
To any Fund: | c/o T. Rowe Price Associates, Inc. 100 East Pratt Street Baltimore, Maryland 21202 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 |
Signature attested to: | Executed on Behalf of each Fund: |
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/s/Suzanne E. Fraunhoffer By: Name: Suzanne E. Fraunhoffer Title: Legal Assistant | /s/Carmen Deyesu By: Name: Carmen Deyesu Title: Treasurer for each of the foregoing |
Signature attested to: | State Street Bank and Trust Company |
---|---|
/s/Glenn Ciotti By: Name: Glenn Ciotti Title: VP & Assoc. Counsel | /s/Ronald E. Logue By: Name: Ronald E. Logue Title: Executive Vice President |
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Country | Subcustodian | Central Depository |
---|---|---|
United Kingdom | State Street Bank and Trust Company | None; The Bank of England The Central Gilts Office (CGO); The Central Moneymarkets Office (CMO) |
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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. Services 3 2. Agreements with Intermediaries 3 3. Anti-Money Laundering Program 4 Article C Fees and Expenses 4 Article D Representations and Warranties of the Price Services 4 Article E Representations and Warranties of the Fund 5 Article F Standard of Care/Indemnification 6 Article G Dual Interests 8 Article H Documentation 8 Article I References to Price Services 10 Article J Compliance with Governmental Rules and Regulations 10 Article K Ownership of Software and Related Material 11 Article L Quality Service Standards 11 Article M As of Transactions 11 Article N Term and Termination of Agreement 15 Article O Notice 15 Article P Assignment 16 Article Q Amendment/Interpretive Provisions 16 Article R Further Assurances 16 Article S Maryland Law to Apply 16 Article T Merger of Agreement 16 Article U Counterparts 17 Article V The Parties 17 Article W Directors, Trustees, Shareholders and Massachusetts Business Trust 17 Article X Captions 18 SCHEDULE 1 APPENDIX A
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the first day of January, 2006, 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 taxsheltered retirement plans including, but not limited to, individual retirement accounts, SepIRA's, SIMPLE plans, deferred compensation plans, 403(b) plans, and profit sharing, thrift, and money purchase pension plans for self-employed individuals, individual 401(k)s and professional partnerships and corporations (collectively referred to as "Retirement Plans") and Price Services has the capability of providing services, on behalf of the Funds, for the accounts of shareholders ("Participants") participating in these Retirement Plans ("Retirement Accounts"); and
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.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:
A. Terms of AppointmentSubject 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 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") and provide services to shareholders of the Fund ("Shareholders") and beneficial Shareholders as agreed to 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 ServicesPrice Services may also enter into agreements on behalf of the Fund with Intermediaries who hold shares in omnibus accounts in Funds that assess redemption fees. Pursuant to these Agreements, the Intermediary agrees to assess the fee in accordance with the Fund's prospectus at the time of the redemption and remit such fees to the Fund on a monthly basis or such other mutually agreed upon time.
In addition, the Funds have instituted a program whereby they may, in their discretion, pay an Intermediary or a Plan a fee to compensate the third party for certain expenses incurred as a result of providing administrative services to underlying shareholders of the Funds ("Administrative Fee Payments"). Each Fund authorizes Price Services to enter into, on its behalf, agreements with such Intermediaries or Plans for payment of such Administrative Fee Payments in consideration of such Plan or Intermediary's performance of services pursuant to the Fund's Administrative Fee Payment Program. Any payments owed under these Administrative Fee Agreements shall be the obligation of the applicable Fund, not Price Services.
Price Services is authorized to take, on behalf of the Funds, any action permitted by law and in accordance with the Fund's AML Program in carrying out its responsibilities under the Fund's AML Program, including rejecting purchases, freezing Shareholder accounts, restricting certain services, or closing Shareholder accounts if (a) suspicious activity is detected, (b) it is unable to verify the identity of a Shareholder, or (c) a Shareholder matches a government list of known or suspected suspicious persons.
C. Fees and Expenses.For the services performed on Schedule 1 of this Agreement, the Funds shall pay such fees and expenses as mutually agreed upon by the parties.
D. Representations and Warranties of Price ServicesPrice Services represents and warrants to the Fund that:
The Fund represents and warrants to Price Services that:
Notwithstanding anything to the contrary in this Agreement:
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.
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. DocumentationAs requested by Price Services, the Fund shall promptly furnish to Price Services the following:
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:
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 ServicesEach 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 RegulationsExcept 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 '40 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 and cooperating with respect to examinations and requests from such governmental authorities.
K. Ownership of Software and Related MaterialAll 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 StandardsPrice 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 TransactionsFor 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. All As Of Processing may only be performed in accordance with the requirements of Rule 22c-1 of the '40 Act. Price Services is responsible for monitoring As Of Transactions procedures that set forth the circumstances under which As Of Transactions are permitted. 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.
Price Services shall:
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 AgreementAny 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. AssignmentNeither 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 ProvisionsThe 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 AssurancesEach party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.
S. Maryland Law to ApplyThis Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of Maryland.
T. Merger of AgreementThis Agreement, including the attached Appendices and Schedules supersedes any prior agreement with respect to the subject hereof, whether oral or written.
U. CounterpartsThis 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 PartiesAll 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 TrustIt 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. CaptionsThe 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 D. O'Melia BY: /s/Joseph A. Carrier DATED: March 17, 2006 DATED: March 16, 2006
SCHEDULE 1
Price Services agrees that it will perform services on behalf of the Funds in accordance with procedures developed and maintained by Price Services, all applicable laws and the Fund's then-current prospectus. Such services include, but are not limited to, the following:
- Establishing Shareholder Accounts - - Processing Purchase and Redemption Orders - - Receiving and Disbursing Settlement Proceeds - - Assessing and Remitting Redemption Fees - - Processing Checkwriting Redemptions - - Processing Exchange Orders - - Processing Transfer of Ownership Orders - - Processing Maintenance Requests on Shareholder Accounts - - Processing Adjustments in Shareholder Accounts - - Handling Returned Checks, ACH Debits and Uncollected Funds - - Processing Dividends, Distributions and Other Fund Corporate Actions for Shareholder Accounts - - Preparing and Filing Shareholder Tax Information - - Monitoring and Enforcing the Funds Excessive Trading Policy - - Performing Lost Shareholder Identification and Searches - - Reviewing, Reporting and Remitting Abandoned Property - - Responding to Shareholder Correspondence - - Reporting Lost or Stolen Securities - - Maintaining Telephone, VRU and Computer Services to Service Shareholder Accounts - - Performing Shareholder Services for High Net Worth Shareholders - - Collecting and Remitting Shareholder/Participant Fees - - Distributing and Tabulating Proxies - - Calculating and Paying Administrative Fee Payments - - Preparing and Delivering Confirmations, Statements and Tax Forms to Shareholders and Participants - - Delivering Prospectuses, Shareholder Reports and Other Required Mailings to Shareholders - - Maintaining Books and Records for the Fund - - Recording Authorized Issued and Outstanding Shares - - Coordinating with Independent Public Accountants for Reviews and Audits - - Maintaining and Providing Information Necessary for the Completion of Form NSAR & N-CSR - - Reporting Blue Sky Information to the Fund - - Furnishing Other Information to the Fund - - Performing Functions for Compliance with the Funds Anti-Money Laundering Program - - Performing Bank Reconciliation Process - - Performing Such Other Services as Mutually Agreed Upon by Both Parties
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 Blue Chip Growth Fund--R 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 Appreciation Fund--Advisor Class T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. T. Rowe Price Capital Opportunity Fund--Advisor Class T. Rowe Price Capital Opportunity Fund--R Class T. ROWE PRICE CORPORATE INCOME FUND, INC. T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC. T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC. T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. T. ROWE PRICE DIVIDEND GROWTH FUND, INC. T. Rowe Price Dividend Growth Fund--Advisor Class T. ROWE PRICE EQUITY INCOME FUND T. Rowe Price Equity Income Fund--Advisor Class T. Rowe Price Equity Income Fund--R Class T. ROWE PRICE EQUITY SERIES, INC. T. Rowe Price Blue Chip Growth Portfolio T. Rowe Price Blue Chip Growth Portfolio-II T. Rowe Price Equity Income Portfolio T. Rowe Price Equity Income Portfolio-II T. Rowe Price Equity Index 500 Portfolio T. Rowe Price Health Sciences Portfolio T. Rowe Price Health Sciences Portfolio-II T. Rowe Price Mid-Cap Growth Portfolio T. Rowe Price Mid-Cap Growth Portfolio-II 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 Limited-Term Bond Portfolio-II 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 Growth Stock Fund--R 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 INFLATION PROTECTED BOND FUND, INC. T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC. T. Rowe Price Institutional Large-Cap Core Growth Fund T. Rowe Price Institutional Large-Cap Growth Fund T. Rowe Price Institutional Large-Cap Value Fund T. Rowe Price Institutional Mid-Cap Equity Growth Fund T. Rowe Price Institutional Small-Cap Stock Fund T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC. T. Rowe Price Institutional Core Plus Fund T. Rowe Price Institutional High Yield Fund T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC. T. Rowe Price Institutional Emerging Markets Equity Fund T. Rowe Price Institutional Foreign Equity Fund T. ROWE PRICE INTERNATIONAL FUNDS, INC. T. Rowe Price Emerging Europe & Mediterranean Fund T. Rowe Price Emerging Markets Bond Fund T. Rowe Price Emerging Markets Stock Fund T. Rowe Price European Stock Fund T. Rowe Price Global Stock Fund T. Rowe Price International Bond Fund T. Rowe Price International Bond Fund--Advisor Class T. Rowe Price International Discovery Fund T. Rowe Price International Growth & Income Fund T. Rowe Price International Growth & Income Fund--Advisor Class T. Rowe Price International Growth & Income Fund--R Class T. Rowe Price International Stock Fund T. Rowe Price International Stock Fund--Advisor Class T. Rowe Price International Stock Fund--R Class T. Rowe Price Japan Fund T. Rowe Price Latin America Fund T. Rowe Price New Asia 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 Growth Fund--Advisor Class T. Rowe Price Mid-Cap Growth Fund--R Class T. ROWE PRICE MID-CAP VALUE FUND, INC. T. Rowe Price Mid-Cap Value Fund--Advisor Class T. Rowe Price Mid-Cap Value Fund--R Class T. ROWE PRICE NEW AMERICA GROWTH FUND T. Rowe Price New America Growth Fund--Advisor Class T. ROWE PRICE NEW ERA FUND, INC. T. ROWE PRICE NEW HORIZONS FUND, INC. T. ROWE PRICE NEW INCOME FUND, INC. T. Rowe Price New Income Fund--Advisor Class T. Rowe Price New Income Fund--R Class 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 Real Estate Fund --Advisor Class T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC. T. Rowe Price Government Reserve Investment Fund T. Rowe Price Reserve Investment Fund T. ROWE PRICE RETIREMENT FUNDS, INC. T. Rowe Price Retirement 2005 Fund T. Rowe Price Retirement 2010 Fund T. Rowe Price Retirement 2010 Fund--Advisor Class T. Rowe Price Retirement 2010 Fund--R Class T. Rowe Price Retirement 2015 Fund T. Rowe Price Retirement 2020 Fund T. Rowe Price Retirement 2020 Fund--Advisor Class T. Rowe Price Retirement 2020 Fund--R Class T. Rowe Price Retirement 2025 Fund T. Rowe Price Retirement 2030 Fund T. Rowe Price Retirement 2030 Fund--Advisor Class T. Rowe Price Retirement 2030 Fund--R Class T. Rowe Price Retirement 2035 Fund T. Rowe Price Retirement 2040 Fund T. Rowe Price Retirement 2040 Fund--Advisor Class T. Rowe Price Retirement 2040 Fund--R Class T. Rowe Price Retirement 2045 Fund T. Rowe Price Retirement Income Fund T. Rowe Price Retirement Income Fund--Advisor Class T. Rowe Price Retirement Income Fund--R Class 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 Short-Term Bond 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 T. ROWE PRICE SPECTRUM FUND, INC. Spectrum Growth Fund Spectrum Income Fund Spectrum International Fund T. ROWE PRICE STATE TAX-FREE INCOME TRUST Florida Intermediate Tax-Free Fund Georgia Tax-Free Bond Fund Maryland Short-Term TaxFree Bond Fund Maryland Tax-Free Bond Fund Maryland Tax-Free Money Fund New Jersey Tax-Free Bond Fund New York Tax-Free Bond Fund New York Tax-Free Money Fund Virginia Tax-Free Bond Fund T. ROWE PRICE SUMMIT FUNDS, INC. T. Rowe Price Summit Cash Reserves Fund T. Rowe Price Summit GNMA Fund T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC. T. Rowe Price Summit Municipal Income Fund T. Rowe Price Summit Municipal Intermediate Fund T. Rowe Price Summit Municipal Money Market Fund T. ROWE PRICE TAX-EFFICIENT FUNDS, INC. T. Rowe Price Tax-Efficient Balanced Fund T. Rowe Price Tax-Efficient Growth Fund T. Rowe Price Tax-Efficient Multi-Cap Growth Fund T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. T. ROWE PRICE TAX-FREE INCOME FUND, INC. T. Rowe Price Tax-Free Income Fund--Advisor Class 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
AMENDMENT NO. 1
TRANSFER AGENCY AND SERVICE AGREEMENT
Between
T. ROWE PRICE SERVICES, INC.
And
THE T. ROWE PRICE FUNDS
The Transfer Agency and Service Agreement of January 1, 2006, between T. Rowe Price Services, Inc., and each of the Parties listed on Appendix A thereto is hereby amended, as of February 7, 2006 by adding thereto T. Rowe Price International Funds, Inc., on behalf of T.Rowe Price Global Stock Fund--Advisor Class.
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 Blue Chip Growth Fund--R 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 Appreciation Fund--Advisor Class T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. T. Rowe Price Capital Opportunity Fund--Advisor Class T. Rowe Price Capital Opportunity Fund--R Class T. ROWE PRICE CORPORATE INCOME FUND, INC. T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC. T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC. T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. T. ROWE PRICE DIVIDEND GROWTH FUND, INC. T. Rowe Price Dividend Growth Fund--Advisor Class T. ROWE PRICE EQUITY INCOME FUND T. Rowe Price Equity Income Fund--Advisor Class T. Rowe Price Equity Income Fund--R Class T. ROWE PRICE EQUITY SERIES, INC. T. Rowe Price Blue Chip Growth Portfolio T. Rowe Price Blue Chip Growth Portfolio-II T. Rowe Price Equity Income Portfolio T. Rowe Price Equity Income Portfolio-II T. Rowe Price Equity Index 500 Portfolio T. Rowe Price Health Sciences Portfolio T. Rowe Price Health Sciences Portfolio-II T. Rowe Price Mid-Cap Growth Portfolio T. Rowe Price Mid-Cap Growth Portfolio-II 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 Limited-Term Bond Portfolio-II 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 Growth Stock Fund--R 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 INFLATION PROTECTED BOND FUND, INC. T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC. T. Rowe Price Institutional Large-Cap Core Growth Fund T. Rowe Price Institutional Large-Cap Growth Fund T. Rowe Price Institutional Large-Cap Value Fund T. Rowe Price Institutional Mid-Cap Equity Growth Fund T. Rowe Price Institutional Small-Cap Stock Fund T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC. T. Rowe Price Institutional Core Plus Fund T. Rowe Price Institutional High Yield Fund T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC. T. Rowe Price Institutional Emerging Markets Equity Fund T. Rowe Price Institutional Foreign Equity Fund T. ROWE PRICE INTERNATIONAL FUNDS, INC. T. Rowe Price Emerging Europe & Mediterranean Fund T. Rowe Price Emerging Markets Bond Fund T. Rowe Price Emerging Markets Stock Fund T. Rowe Price European Stock Fund T. Rowe Price Global Stock Fund T. Rowe Price Global Stock Fund--Advisor Class T. Rowe Price International Bond Fund T. Rowe Price International Bond Fund--Advisor Class T. Rowe Price International Discovery Fund T. Rowe Price International Growth & Income Fund T. Rowe Price International Growth & Income Fund--Advisor Class T. Rowe Price International Growth & Income Fund--R Class T. Rowe Price International Stock Fund T. Rowe Price International Stock Fund--Advisor Class T. Rowe Price International Stock Fund--R Class T. Rowe Price Japan Fund T. Rowe Price Latin America Fund T. Rowe Price New Asia 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 Growth Fund--Advisor Class T. Rowe Price Mid-Cap Growth Fund--R Class T. ROWE PRICE MID-CAP VALUE FUND, INC. T. Rowe Price Mid-Cap Value Fund--Advisor Class T. Rowe Price Mid-Cap Value Fund--R Class T. ROWE PRICE NEW AMERICA GROWTH FUND T. Rowe Price New America Growth Fund--Advisor Class T. ROWE PRICE NEW ERA FUND, INC. T. ROWE PRICE NEW HORIZONS FUND, INC. T. ROWE PRICE NEW INCOME FUND, INC. T. Rowe Price New Income Fund--Advisor Class T. Rowe Price New Income Fund--R Class 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 Real Estate Fund--Advisor Class T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC. T. Rowe Price Government Reserve Investment Fund T. Rowe Price Reserve Investment Fund T. ROWE PRICE RETIREMENT FUNDS, INC. T. Rowe Price Retirement 2005 Fund T. Rowe Price Retirement 2010 Fund T. Rowe Price Retirement 2010 Fund--Advisor Class T. Rowe Price Retirement 2010 Fund--R Class T. Rowe Price Retirement 2015 Fund T. Rowe Price Retirement 2020 Fund T. Rowe Price Retirement 2020 Fund--Advisor Class T. Rowe Price Retirement 2020 Fund--R Class T. Rowe Price Retirement 2025 Fund T. Rowe Price Retirement 2030 Fund T. Rowe Price Retirement 2030 Fund--Advisor Class T. Rowe Price Retirement 2030 Fund--R Class T. Rowe Price Retirement 2035 Fund T. Rowe Price Retirement 2040 Fund T. Rowe Price Retirement 2040 Fund--Advisor Class T. Rowe Price Retirement 2040 Fund--R Class T. Rowe Price Retirement 2045 Fund T. Rowe Price Retirement Income Fund T. Rowe Price Retirement Income Fund--Advisor Class T. Rowe Price Retirement Income Fund--R Class 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 Short-Term Bond 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 T. ROWE PRICE SPECTRUM FUND, INC. Spectrum Growth Fund Spectrum Income Fund Spectrum International Fund T. ROWE PRICE STATE TAX-FREE INCOME TRUST Florida Intermediate Tax-Free Fund Georgia Tax-Free Bond Fund Maryland Short-Term TaxFree Bond Fund Maryland Tax-Free Bond Fund Maryland Tax-Free Money Fund New Jersey Tax-Free Bond Fund New York Tax-Free Bond Fund New York Tax-Free Money Fund Virginia Tax-Free Bond Fund T. ROWE PRICE SUMMIT FUNDS, INC. T. Rowe Price Summit Cash Reserves Fund T. Rowe Price Summit GNMA Fund T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC. T. Rowe Price Summit Municipal Income Fund T. Rowe Price Summit Municipal Intermediate Fund T. Rowe Price Summit Municipal Money Market Fund T. ROWE PRICE TAX-EFFICIENT FUNDS, INC. T. Rowe Price Tax-Efficient Balanced Fund T. Rowe Price Tax-Efficient Growth Fund T. Rowe Price Tax-Efficient Multi-Cap Growth Fund T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. T. ROWE PRICE TAX-FREE INCOME FUND, INC. T. Rowe Price Tax-Free Income Fund--Advisor Class 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
Attest: /s/ Patricia B. Lippert /s/ Joseph A. Carrier Patricia B. Lippert By: Joseph A. Carrier Secretary Treasurer Attest: T. ROWE PRICE SERVICES, INC. /s/ Barbara A. Van Horn /s/ Henry H. Hopkins Barbara A. Van Horn By: Henry H. Hopkins Secretary Vice President
AMENDMENT NO. 2
TRANSFER AGENCY AND SERVICE AGREEMENT
Between
T. ROWE PRICE SERVICES, INC.
And
THE T. ROWE PRICE FUNDS
The Transfer Agency and Service Agreement of January 1, 2006, between T. Rowe Price Services, Inc., and each of the Parties listed on Appendix A thereto is hereby amended, as of February 7, 2006 and April 19, 2006, by adding thereto T. Rowe Price Institutional International Funds, Inc., on behalf of T.Rowe Price Institutional Global Equity Fund.
T. ROWE PRICE BALANCED FUND, INC. T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. T. Rowe Price Blue Chip Growth Fund--Advisor Class T. Rowe Price Blue Chip Growth Fund--R 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 Appreciation Fund--Advisor Class T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. T. Rowe Price Capital Opportunity Fund--Advisor Class T. Rowe Price Capital Opportunity Fund--R Class T. ROWE PRICE CORPORATE INCOME FUND, INC. T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC. T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC. T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. T. ROWE PRICE DIVIDEND GROWTH FUND, INC. T. Rowe Price Dividend Growth Fund--Advisor Class T. ROWE PRICE EQUITY INCOME FUND T. Rowe Price Equity Income Fund--Advisor Class T. Rowe Price Equity Income Fund--R Class T. ROWE PRICE EQUITY SERIES, INC. T. Rowe Price Blue Chip Growth Portfolio T. Rowe Price Blue Chip Growth Portfolio-II T. Rowe Price Equity Income Portfolio T. Rowe Price Equity Income Portfolio-II T. Rowe Price Equity Index 500 Portfolio T. Rowe Price Health Sciences Portfolio T. Rowe Price Health Sciences Portfolio-II T. Rowe Price Mid-Cap Growth Portfolio T. Rowe Price Mid-Cap Growth Portfolio-II 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 Limited-Term Bond Portfolio-II 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 Growth Stock Fund--R 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 INFLATION PROTECTED BOND FUND, INC. T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC. T. Rowe Price Institutional Large-Cap Core Growth Fund T. Rowe Price Institutional Large-Cap Growth Fund T. Rowe Price Institutional Large-Cap Value Fund T. Rowe Price Institutional Mid-Cap Equity Growth Fund T. Rowe Price Institutional Small-Cap Stock Fund T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC. T. Rowe Price Institutional Core Plus Fund T. Rowe Price Institutional High Yield Fund T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC. T. Rowe Price Institutional Emerging Markets Equity Fund T. Rowe Price Institutional Foreign Equity Fund T. Rowe Price Institutional Global Equity Fund T. ROWE PRICE INTERNATIONAL FUNDS, INC. T. Rowe Price Emerging Europe & Mediterranean Fund T. Rowe Price Emerging Markets Bond Fund T. Rowe Price Emerging Markets Stock Fund T. Rowe Price European Stock Fund T. Rowe Price Global Stock Fund T. Rowe Price Global Stock Fund--Advisor Class T. Rowe Price International Bond Fund T. Rowe Price International Bond Fund--Advisor Class T. Rowe Price International Discovery Fund T. Rowe Price International Growth & Income Fund T. Rowe Price International Growth & Income Fund--Advisor Class T. Rowe Price International Growth & Income Fund--R Class T. Rowe Price International Stock Fund T. Rowe Price International Stock Fund--Advisor Class T. Rowe Price International Stock Fund--R Class T. Rowe Price Japan Fund T. Rowe Price Latin America Fund T. Rowe Price New Asia 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 Growth Fund--Advisor Class T. Rowe Price Mid-Cap Growth Fund--R Class T. ROWE PRICE MID-CAP VALUE FUND, INC. T. Rowe Price Mid-Cap Value Fund--Advisor Class T. Rowe Price Mid-Cap Value Fund--R Class T. ROWE PRICE NEW AMERICA GROWTH FUND T. Rowe Price New America Growth Fund--Advisor Class T. ROWE PRICE NEW ERA FUND, INC. T. ROWE PRICE NEW HORIZONS FUND, INC. T. ROWE PRICE NEW INCOME FUND, INC. T. Rowe Price New Income Fund--Advisor Class T. Rowe Price New Income Fund--R Class 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 Real Estate Fund--Advisor Class T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC. T. Rowe Price Government Reserve Investment Fund T. Rowe Price Reserve Investment Fund T. ROWE PRICE RETIREMENT FUNDS, INC. T. Rowe Price Retirement 2005 Fund T. Rowe Price Retirement 2010 Fund T. Rowe Price Retirement 2010 Fund--Advisor Class T. Rowe Price Retirement 2010 Fund--R Class T. Rowe Price Retirement 2015 Fund T. Rowe Price Retirement 2020 Fund T. Rowe Price Retirement 2020 Fund--Advisor Class T. Rowe Price Retirement 2020 Fund--R Class T. Rowe Price Retirement 2025 Fund T. Rowe Price Retirement 2030 Fund T. Rowe Price Retirement 2030 Fund--Advisor Class T. Rowe Price Retirement 2030 Fund--R Class T. Rowe Price Retirement 2035 Fund T. Rowe Price Retirement 2040 Fund T. Rowe Price Retirement 2040 Fund--Advisor Class T. Rowe Price Retirement 2040 Fund--R Class T. Rowe Price Retirement 2045 Fund T. Rowe Price Retirement Income Fund T. Rowe Price Retirement Income Fund--Advisor Class T. Rowe Price Retirement Income Fund--R Class 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 Short-Term Bond 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 T. ROWE PRICE SPECTRUM FUND, INC. Spectrum Growth Fund Spectrum Income Fund Spectrum International Fund T. ROWE PRICE STATE TAX-FREE INCOME TRUST Florida Intermediate Tax-Free Fund Georgia Tax-Free Bond Fund Maryland Short-Term TaxFree Bond Fund Maryland Tax-Free Bond Fund Maryland Tax-Free Money Fund New Jersey Tax-Free Bond Fund New York Tax-Free Bond Fund New York Tax-Free Money Fund Virginia Tax-Free Bond Fund T. ROWE PRICE SUMMIT FUNDS, INC. T. Rowe Price Summit Cash Reserves Fund T. Rowe Price Summit GNMA Fund T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC. T. Rowe Price Summit Municipal Income Fund T. Rowe Price Summit Municipal Intermediate Fund T. Rowe Price Summit Municipal Money Market Fund T. ROWE PRICE TAX-EFFICIENT FUNDS, INC. T. Rowe Price Tax-Efficient Balanced Fund T. Rowe Price Tax-Efficient Growth Fund T. Rowe Price Tax-Efficient Multi-Cap Growth Fund T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. T. ROWE PRICE TAX-FREE INCOME FUND, INC. T. Rowe Price Tax-Free Income Fund--Advisor Class 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
Attest: /s/ Patricia B. Lippert /s/ Joseph A. Carrier Patricia B. Lippert By: Joseph A. Carrier Secretary Treasurer Attest: T. ROWE PRICE SERVICES, INC. /s/ Barbara A. Van Horn /s/ Henry H. Hopkins Barbara A. Van Horn By: Henry H. Hopkins Secretary Vice President
AGREEMENT
between
T. ROWE PRICE ASSOCIATES, INC.
and
THE T. ROWE PRICE FUNDS
for
FUND ACCOUNTING SERVICES
TABLE OF CONTENTSPage
Article A Terms of Appointment/Duties of Price Associates 1 Article B Fees and Expenses 3 Article C Representations and Warranties of Price Associates 3 Article D Representations and Warranties of the Fund 4 Article E Ownership of Software and Related Material 4 Article F Quality Service Standards 4 Article G Standard of Care/Indemnification 4 Article H Dual Interests 7 Article I Documentation 7 Article J Recordkeeping/Confidentiality 7 Article K Compliance with Governmental Rules and Regulations 8 Article L Term and Termination of Agreement 8 Article M Notice 8 Article N Assignment 8 Article O Amendment/Interpretive Provisions 9 Article P Further Assurances 9 Article Q Maryland Law to Apply 9 Article R Merger of Agreement 9 Article S Counterparts 9 Article T The Parties 10 Article U Directors, Trustee and Shareholders and Massachusetts Business Trust 10 Article V Captions 11 i
AGREEMENT made as of thefirstday of January, 2006, by and between T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office and place of business at 100East 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/Trustees of the Fund (the "Board") 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 AssociatesSubject 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:
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;
For the accounting services performed hereunder, the Fund shall pay the fees and expenses as mutually agreed upon by both parties.
C. Representations and Warrantees of Price AssociatesPrice Associates represents and warrants to the Fund that:
The Fund represents and warrants to Price Associates that:
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 StandardsPrice 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/IndemnificationNotwithstanding anything to the contrary in this Agreement:
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.
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. DocumentationAs 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/ConfidentialityExcept 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 AgreementAny 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. AssignmentNeither 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 ProvisionsThe 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 AssurancesEach party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.
Q. Maryland Law to ApplyThis Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of Maryland.
R. Merger of AgreementThis Agreement, including the attached Appendix and Schedule supersedes any prior agreement with respect to the subject hereof, whether oral or written.
S. CounterpartsThis 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 PartiesAll references herein to "the Fund" are to each of the Funds listed on Appendix A individually or any class thereof, 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 TrustIt 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. CaptionsThe 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/Henry H. Hopkins BY:/s/Joseph A. Carrier DATED: March 16, 2006 DATED: March 16, 2006
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 Blue Chip Growth Fund--R 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 Appreciation Fund--Advisor Class T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. T. Rowe Price Capital Opportunity Fund--Advisor Class T. Rowe Price Capital Opportunity Fund--R Class T. ROWE PRICE CORPORATE INCOME FUND, INC. T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC. T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC. T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. T. ROWE PRICE DIVIDEND GROWTH FUND, INC. T. Rowe Price Dividend Growth Fund--Advisor Class T. ROWE PRICE EQUITY INCOME FUND T. Rowe Price Equity Income Fund--Advisor Class T. Rowe Price Equity Income Fund--R Class T. ROWE PRICE EQUITY SERIES, INC. T. Rowe Price Blue Chip Growth Portfolio T. Rowe Price Blue Chip Growth Portfolio-II T. Rowe Price Equity Income Portfolio T. Rowe Price Equity Income Portfolio-II T. Rowe Price Equity Index 500 Portfolio T. Rowe Price Health Sciences Portfolio T. Rowe Price Health Sciences Portfolio-II T. Rowe Price Mid-Cap Growth Portfolio T. Rowe Price Mid-Cap Growth Portfolio-II 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 Limited-Term Bond Portfolio-II 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 Growth Stock Fund--R 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 INFLATION PROTECTED BOND FUND, INC. T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC. T. Rowe Price Institutional Large-Cap Core Growth Fund T. Rowe Price Institutional Large-Cap Growth Fund T. Rowe Price Institutional Large-Cap Value Fund T. Rowe Price Institutional Mid-Cap Equity Growth Fund T. Rowe Price Institutional Small-Cap Stock Fund T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC. T. Rowe Price Institutional Core Plus Fund T. Rowe Price Institutional High Yield Fund T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC. T. Rowe Price Institutional Emerging Markets Equity Fund T. Rowe Price Institutional Foreign Equity Fund T. ROWE PRICE INTERNATIONAL FUNDS, INC. T. Rowe Price Emerging Europe & Mediterranean Fund T. Rowe Price Emerging Markets Bond Fund T. Rowe Price Emerging Markets Stock Fund T. Rowe Price European Stock Fund T. Rowe Price Global Stock Fund T. Rowe Price International Bond Fund T. Rowe Price International Bond Fund--Advisor Class T. Rowe Price International Discovery Fund T. Rowe Price International Growth & Income Fund T. Rowe Price International Growth & Income Fund--Advisor Class T. Rowe Price International Growth & Income Fund--R Class T. Rowe Price International Stock Fund T. Rowe Price International Stock Fund--Advisor Class T. Rowe Price International Stock Fund--R Class T. Rowe Price Japan Fund T. Rowe Price Latin America Fund T. Rowe Price New Asia 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 Growth Fund--Advisor Class T. Rowe Price Mid-Cap Growth Fund--R Class T. ROWE PRICE MID-CAP VALUE FUND, INC. T. Rowe Price Mid-Cap Value Fund--Advisor Class T. Rowe Price Mid-Cap Value Fund--R Class T. ROWE PRICE NEW AMERICA GROWTH FUND T. Rowe Price New America Growth Fund--Advisor Class T. ROWE PRICE NEW ERA FUND, INC. T. ROWE PRICE NEW HORIZONS FUND, INC. T. ROWE PRICE NEW INCOME FUND, INC. T. Rowe Price New Income Fund--Advisor Class T. Rowe Price New Income Fund--R Class 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 Real Estate Fund --Advisor Class T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC. T. Rowe Price Government Reserve Investment Fund T. Rowe Price Reserve Investment Fund T. ROWE PRICE RETIREMENT FUNDS, INC. T. Rowe Price Retirement 2005 Fund T. Rowe Price Retirement 2010 Fund T. Rowe Price Retirement 2010 Fund--Advisor Class T. Rowe Price Retirement 2010 Fund--R Class T. Rowe Price Retirement 2015 Fund T. Rowe Price Retirement 2020 Fund T. Rowe Price Retirement 2020 Fund--Advisor Class T. Rowe Price Retirement 2020 Fund--R Class T. Rowe Price Retirement 2025 Fund T. Rowe Price Retirement 2030 Fund T. Rowe Price Retirement 2030 Fund--Advisor Class T. Rowe Price Retirement 2030 Fund--R Class T. Rowe Price Retirement 2035 Fund T. Rowe Price Retirement 2040 Fund T. Rowe Price Retirement 2040 Fund--Advisor Class T. Rowe Price Retirement 2040 Fund--R Class T. Rowe Price Retirement 2045 Fund T. Rowe Price Retirement Income Fund T. Rowe Price Retirement Income Fund--Advisor Class T. Rowe Price Retirement Income Fund--R Class 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 Short-Term Bond 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 T. ROWE PRICE SPECTRUM FUND, INC. Spectrum Growth Fund Spectrum Income Fund Spectrum International Fund T. ROWE PRICE STATE TAX-FREE INCOME TRUST Florida Intermediate Tax-Free Fund Georgia Tax-Free Bond Fund Maryland Short-Term TaxFree Bond Fund Maryland Tax-Free Bond Fund Maryland Tax-Free Money Fund New Jersey Tax-Free Bond Fund New York Tax-Free Bond Fund New York Tax-Free Money Fund Virginia Tax-Free Bond Fund T. ROWE PRICE SUMMIT FUNDS, INC. T. Rowe Price Summit Cash Reserves Fund T. Rowe Price Summit GNMA Fund T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC. T. Rowe Price Summit Municipal Income Fund T. Rowe Price Summit Municipal Intermediate Fund T. Rowe Price Summit Municipal Money Market Fund T. ROWE PRICE TAX-EFFICIENT FUNDS, INC. T. Rowe Price Tax-Efficient Balanced Fund T. Rowe Price Tax-Efficient Growth Fund T. Rowe Price Tax-Efficient Multi-Cap Growth Fund T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. T. ROWE PRICE TAX-FREE INCOME FUND, INC. T. Rowe Price Tax-Free Income Fund--Advisor Class 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
AMENDMENT NO. 1
AGREEMENT
between
T. ROWE PRICE ASSOCIATES, INC.
and
THE T. ROWE PRICE FUNDS
for
FUND ACCOUNTING SERVICES
The Agreement for Fund Accounting Services of January 1, 2006, between T. Rowe Price Associates, Inc. and each of the Parties listed on Appendix A thereto is hereby amended, as of February 7, 2006, by adding thereto T.Rowe Price International Funds, Inc., on behalf of T.Rowe Price Global Stock Fund--Advisor Class.
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 Blue Chip Growth Fund--R 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 Appreciation Fund--Advisor Class T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. T. Rowe Price Capital Opportunity Fund--Advisor Class T. Rowe Price Capital Opportunity Fund--R Class T. ROWE PRICE CORPORATE INCOME FUND, INC. T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC. T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC. T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. T. ROWE PRICE DIVIDEND GROWTH FUND, INC. T. Rowe Price Dividend Growth Fund--Advisor Class T. ROWE PRICE EQUITY INCOME FUND T. Rowe Price Equity Income Fund--Advisor Class T. Rowe Price Equity Income Fund--R Class T. ROWE PRICE EQUITY SERIES, INC. T. Rowe Price Blue Chip Growth Portfolio T. Rowe Price Blue Chip Growth Portfolio-II T. Rowe Price Equity Income Portfolio T. Rowe Price Equity Income Portfolio-II T. Rowe Price Equity Index 500 Portfolio T. Rowe Price Health Sciences Portfolio T. Rowe Price Health Sciences Portfolio-II T. Rowe Price Mid-Cap Growth Portfolio T. Rowe Price Mid-Cap Growth Portfolio-II 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 Limited-Term Bond Portfolio-II 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 Growth Stock Fund--R 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 INFLATION PROTECTED BOND FUND, INC. T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC. T. Rowe Price Institutional Large-Cap Core Growth Fund T. Rowe Price Institutional Large-Cap Growth Fund T. Rowe Price Institutional Large-Cap Value Fund T. Rowe Price Institutional Mid-Cap Equity Growth Fund T. Rowe Price Institutional Small-Cap Stock Fund T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC. T. Rowe Price Institutional Core Plus Fund T. Rowe Price Institutional High Yield Fund T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC. T. Rowe Price Institutional Emerging Markets Equity Fund T. Rowe Price Institutional Foreign Equity Fund T. ROWE PRICE INTERNATIONAL FUNDS, INC. T. Rowe Price Emerging Europe & Mediterranean Fund T. Rowe Price Emerging Markets Bond Fund T. Rowe Price Emerging Markets Stock Fund T. Rowe Price European Stock Fund T. Rowe Price Global Stock Fund T. Rowe Price Global Stock Fund--Advisor Class T. Rowe Price International Bond Fund T. Rowe Price International Bond Fund--Advisor Class T. Rowe Price International Discovery Fund T. Rowe Price International Growth & Income Fund T. Rowe Price International Growth & Income Fund--Advisor Class T. Rowe Price International Growth & Income Fund--R Class T. Rowe Price International Stock Fund T. Rowe Price International Stock Fund--Advisor Class T. Rowe Price International Stock Fund--R Class T. Rowe Price Japan Fund T. Rowe Price Latin America Fund T. Rowe Price New Asia 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 Growth Fund--Advisor Class T. Rowe Price Mid-Cap Growth Fund--R Class T. ROWE PRICE MID-CAP VALUE FUND, INC. T. Rowe Price Mid-Cap Value Fund--Advisor Class T. Rowe Price Mid-Cap Value Fund--R Class T. ROWE PRICE NEW AMERICA GROWTH FUND T. Rowe Price New America Growth Fund--Advisor Class T. ROWE PRICE NEW ERA FUND, INC. T. ROWE PRICE NEW HORIZONS FUND, INC. T. ROWE PRICE NEW INCOME FUND, INC. T. Rowe Price New Income Fund--Advisor Class T. Rowe Price New Income Fund--R Class 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 Real Estate Fund--Advisor Class T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC. T. Rowe Price Government Reserve Investment Fund T. Rowe Price Reserve Investment Fund T. ROWE PRICE RETIREMENT FUNDS, INC. T. Rowe Price Retirement 2005 Fund T. Rowe Price Retirement 2010 Fund T. Rowe Price Retirement 2010 Fund--Advisor Class T. Rowe Price Retirement 2010 Fund--R Class T. Rowe Price Retirement 2015 Fund T. Rowe Price Retirement 2020 Fund T. Rowe Price Retirement 2020 Fund--Advisor Class T. Rowe Price Retirement 2020 Fund--R Class T. Rowe Price Retirement 2025 Fund T. Rowe Price Retirement 2030 Fund T. Rowe Price Retirement 2030 Fund--Advisor Class T. Rowe Price Retirement 2030 Fund--R Class T. Rowe Price Retirement 2035 Fund T. Rowe Price Retirement 2040 Fund T. Rowe Price Retirement 2040 Fund--Advisor Class T. Rowe Price Retirement 2040 Fund--R Class T. Rowe Price Retirement 2045 Fund T. Rowe Price Retirement Income Fund T. Rowe Price Retirement Income Fund--Advisor Class T. Rowe Price Retirement Income Fund--R Class 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 Short-Term Bond 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 T. ROWE PRICE SPECTRUM FUND, INC. Spectrum Growth Fund Spectrum Income Fund Spectrum International Fund T. ROWE PRICE STATE TAX-FREE INCOME TRUST Florida Intermediate Tax-Free Fund Georgia Tax-Free Bond Fund Maryland Short-Term TaxFree Bond Fund Maryland Tax-Free Bond Fund Maryland Tax-Free Money Fund New Jersey Tax-Free Bond Fund New York Tax-Free Bond Fund New York Tax-Free Money Fund Virginia Tax-Free Bond Fund T. ROWE PRICE SUMMIT FUNDS, INC. T. Rowe Price Summit Cash Reserves Fund T. Rowe Price Summit GNMA Fund T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC. T. Rowe Price Summit Municipal Income Fund T. Rowe Price Summit Municipal Intermediate Fund T. Rowe Price Summit Municipal Money Market Fund T. ROWE PRICE TAX-EFFICIENT FUNDS, INC. T. Rowe Price Tax-Efficient Balanced Fund T. Rowe Price Tax-Efficient Growth Fund T. Rowe Price Tax-Efficient Multi-Cap Growth Fund T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. T. ROWE PRICE TAX-FREE INCOME FUND, INC. T. Rowe Price Tax-Free Income Fund--Advisor Class 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
Attest: /s/Patricia B. Lippert /s/Joseph A. Carrier Patricia B. Lippert By: Joseph A. Carrier Secretary Treasurer Attest: T. ROWE PRICE ASSOCIATES, INC. /s/Barbara A. Van Horn /s/Henry H. Hopkins Barbara A. Van Horn By: Henry H. Hopkins Secretary Vice President
AMENDMENT NO. 2
AGREEMENT
between
T. ROWE PRICE ASSOCIATES, INC.
and
THE T. ROWE PRICE FUNDS
for
FUND ACCOUNTING SERVICES
The Agreement for Fund Accounting Services of January 1, 2006, between T. Rowe Price Associates, Inc. and each of the Parties listed on Appendix A thereto is hereby amended, as of February 7, 2006 and April 19, 2006, by adding thereto T.Rowe Price Institutional International Funds, Inc., on behalf of T.Rowe Price Institutional Global Equity Fund.
T. ROWE PRICE BALANCED FUND, INC. T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. T. Rowe Price Blue Chip Growth Fund--Advisor Class T. Rowe Price Blue Chip Growth Fund--R 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 Appreciation Fund--Advisor Class T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. T. Rowe Price Capital Opportunity Fund--Advisor Class T. Rowe Price Capital Opportunity Fund--R Class T. ROWE PRICE CORPORATE INCOME FUND, INC. T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC. T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC. T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. T. ROWE PRICE DIVIDEND GROWTH FUND, INC. T. Rowe Price Dividend Growth Fund--Advisor Class T. ROWE PRICE EQUITY INCOME FUND T. Rowe Price Equity Income Fund--Advisor Class T. Rowe Price Equity Income Fund--R Class T. ROWE PRICE EQUITY SERIES, INC. T. Rowe Price Blue Chip Growth Portfolio T. Rowe Price Blue Chip Growth Portfolio-II T. Rowe Price Equity Income Portfolio T. Rowe Price Equity Income Portfolio-II T. Rowe Price Equity Index 500 Portfolio T. Rowe Price Health Sciences Portfolio T. Rowe Price Health Sciences Portfolio-II T. Rowe Price Mid-Cap Growth Portfolio T. Rowe Price Mid-Cap Growth Portfolio-II 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 Limited-Term Bond Portfolio-II 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 Growth Stock Fund--R 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 INFLATION PROTECTED BOND FUND, INC. T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC. T. Rowe Price Institutional Large-Cap Core Growth Fund T. Rowe Price Institutional Large-Cap Growth Fund T. Rowe Price Institutional Large-Cap Value Fund T. Rowe Price Institutional Mid-Cap Equity Growth Fund T. Rowe Price Institutional Small-Cap Stock Fund T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC. T. Rowe Price Institutional Core Plus Fund T. Rowe Price Institutional High Yield Fund T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC. T. Rowe Price Institutional Emerging Markets Equity Fund T. Rowe Price Institutional Foreign Equity Fund T. Rowe Price Institutional Global Equity Fund T. ROWE PRICE INTERNATIONAL FUNDS, INC. T. Rowe Price Emerging Europe & Mediterranean Fund T. Rowe Price Emerging Markets Bond Fund T. Rowe Price Emerging Markets Stock Fund T. Rowe Price European Stock Fund T. Rowe Price Global Stock Fund T. Rowe Price Global Stock Fund--Advisor Class T. Rowe Price International Bond Fund T. Rowe Price International Bond Fund--Advisor Class T. Rowe Price International Discovery Fund T. Rowe Price International Growth & Income Fund T. Rowe Price International Growth & Income Fund--Advisor Class T. Rowe Price International Growth & Income Fund--R Class T. Rowe Price International Stock Fund T. Rowe Price International Stock Fund--Advisor Class T. Rowe Price International Stock Fund--R Class T. Rowe Price Japan Fund T. Rowe Price Latin America Fund T. Rowe Price New Asia 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 Growth Fund--Advisor Class T. Rowe Price Mid-Cap Growth Fund--R Class T. ROWE PRICE MID-CAP VALUE FUND, INC. T. Rowe Price Mid-Cap Value Fund--Advisor Class T. Rowe Price Mid-Cap Value Fund--R Class T. ROWE PRICE NEW AMERICA GROWTH FUND T. Rowe Price New America Growth Fund--Advisor Class T. ROWE PRICE NEW ERA FUND, INC. T. ROWE PRICE NEW HORIZONS FUND, INC. T. ROWE PRICE NEW INCOME FUND, INC. T. Rowe Price New Income Fund--Advisor Class T. Rowe Price New Income Fund--R Class 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 Real Estate Fund--Advisor Class T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC. T. Rowe Price Government Reserve Investment Fund T. Rowe Price Reserve Investment Fund T. ROWE PRICE RETIREMENT FUNDS, INC. T. Rowe Price Retirement 2005 Fund T. Rowe Price Retirement 2010 Fund T. Rowe Price Retirement 2010 Fund--Advisor Class T. Rowe Price Retirement 2010 Fund--R Class T. Rowe Price Retirement 2015 Fund T. Rowe Price Retirement 2020 Fund T. Rowe Price Retirement 2020 Fund--Advisor Class T. Rowe Price Retirement 2020 Fund--R Class T. Rowe Price Retirement 2025 Fund T. Rowe Price Retirement 2030 Fund T. Rowe Price Retirement 2030 Fund--Advisor Class T. Rowe Price Retirement 2030 Fund--R Class T. Rowe Price Retirement 2035 Fund T. Rowe Price Retirement 2040 Fund T. Rowe Price Retirement 2040 Fund--Advisor Class T. Rowe Price Retirement 2040 Fund--R Class T. Rowe Price Retirement 2045 Fund T. Rowe Price Retirement Income Fund T. Rowe Price Retirement Income Fund--Advisor Class T. Rowe Price Retirement Income Fund--R Class 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 Short-Term Bond 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 T. ROWE PRICE SPECTRUM FUND, INC. Spectrum Growth Fund Spectrum Income Fund Spectrum International Fund T. ROWE PRICE STATE TAX-FREE INCOME TRUST Florida Intermediate Tax-Free Fund Georgia Tax-Free Bond Fund Maryland Short-Term TaxFree Bond Fund Maryland Tax-Free Bond Fund Maryland Tax-Free Money Fund New Jersey Tax-Free Bond Fund New York Tax-Free Bond Fund New York Tax-Free Money Fund Virginia Tax-Free Bond Fund T. ROWE PRICE SUMMIT FUNDS, INC. T. Rowe Price Summit Cash Reserves Fund T. Rowe Price Summit GNMA Fund T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC. T. Rowe Price Summit Municipal Income Fund T. Rowe Price Summit Municipal Intermediate Fund T. Rowe Price Summit Municipal Money Market Fund T. ROWE PRICE TAX-EFFICIENT FUNDS, INC. T. Rowe Price Tax-Efficient Balanced Fund T. Rowe Price Tax-Efficient Growth Fund T. Rowe Price Tax-Efficient Multi-Cap Growth Fund T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. T. ROWE PRICE TAX-FREE INCOME FUND, INC. T. Rowe Price Tax-Free Income Fund--Advisor Class 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
Attest: /s/Patricia B. Lippert /s/Joseph A. Carrier Patricia B. Lippert By: Joseph A. Carrier Secretary Treasurer Attest: T. ROWE PRICE ASSOCIATES, INC. /s/Barbara A. Van Horn /s/Henry H. Hopkins Barbara A. Van Horn By: Henry H. Hopkins Secretary Vice President
AGREEMENT
between
T. ROWE PRICE RETIREMENT PLAN SERVICES, INC.
and
T. ROWE PRICE FUNDS
TABLE OF CONTENTSPage
Article A Terms of Appointment 2 Article B Duties of RPS 2 Article C Fees and Expenses 2 Article D Representations and Warranties of RPS 2 Article E Representations and Warranties of the Fund 3 Article F Standard of Care/Indemnification 3 Article G Dual Interests 6 Article H Documentation 6 Article I Recordkeeping/Confidentiality 8 Article J Ownership of Software and Related Material 8 Article K As Of Transactions 8 1. Reporting 9 2. Liability 10 Article L Term and Termination of Agreement 12 Article M Notice 12 Article N Assignment 12 Article O Amendment/Interpretive Provisions 13 Article P Further Assurances 13 Article Q Maryland Law to Apply 13 Article R Merger of Agreement 13 Article S Counterparts 13 Article T The Parties 13 Article U Directors, Trustees and Shareholders and Massachusetts Business Trust 14 Article V Captions 14 SCHEDULE 1 APPENDIX A
AGREEMENT, made as of the first day of January, 2006, 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 longterm interest of the Funds;
WHEREAS, RPS has the capability of providing 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, the Fund desires to contract with RPS to provide the functions and services described herein in connection with the Retirement Plans and Retirement Accounts; and
WHEREAS, RPS may subcontract or jointly contract with other parties on behalf of the Funds to perform certain of the functions described herein.
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:
A. Terms of AppointmentSubject 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 Plans and Retirement Accounts as agreed upon by the parties.
B. Duties of RPSRPS agrees that it will perform the services set forth on Schedule 1 of this Agreement in accordance with all rules and regulations, the Fund's then-current prospectus, and policies and procedures adopted by RPS.
C. Fees and ExpensesFor the services performed on Schedule 1 of this Agreement, the Fund shall pay the fees and expenses as mutually agreed upon by both parties.
D. Representations and Warranties of RPSRPS represents and warrants to the Fund that:
The Fund represents and warrants to RPS that:
Notwithstanding anything to the contrary in this Agreement:
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.
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. DocumentationThe 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.
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 TransactionsFor 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. All As Of Processing may only be performed in accordance with the requirements of Rule 22c-1 of the '40 Act. RPS is responsible for monitoring As Of Transactions procedures that set forth the circumstances under which As Of Transactions are permitted. 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.
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. AssignmentNeither 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 ProvisionsThe 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 in their joint opinion may 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 AssurancesEach party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.
Q. Maryland Law to ApplyThis Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of Maryland.
R. Merger of AgreementThis Agreement, including the attached Schedule supersede any prior agreement with respect to the subject hereof, whether oral or written.
S. CounterpartsThis 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 PartiesAll 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. The "Fund" also includes any T. Rowe Price Fund which may be established after the date of this Agreement. Any reference in this Agreement to "the parties" shall mean RPS and such other individual Fund as to which the matter pertains.
U. Directors, Trustees and Shareholders and Massachusetts Business TrustIt 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. CaptionsThe 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/Charles E. Vieth BY:/s/Joseph A. Carrier DATED: March 22, 2006 DATED: March 16, 2006
SCHEDULE 1RPS agrees that it will perform services on behalf of the Funds in accordance with procedures developed and maintained by RPS, all applicable laws and the Funds then-current prospectus. Such services include, but are not limited to, the following:
- Establishing Participant Accounts - - Processing Purchase and Redemption Orders - - Receiving and Disbursing Settlement Proceeds - - Assessing and Remitting Redemption Fees - - Processing Exchange Orders - - Processing Maintenance Requests in Participant Accounts - - Processing Adjustments in Participant Accounts - - Handling Returned Checks and ACH Debits - - Processing Dividends, Distributions and Other Fund Corporate Actions Affecting Participant Accounts - - Preparing and Filing Participant Tax Information - - Monitoring and Enforcing the Funds Excessive Trading Policy - - Complying with Procedures for Federal Tax Withholding - - Responding to Correspondence relating to Participant Accounts - - Maintaining Telephone, VRU and Computer Services to Service Participant Accounts - - Distributing and Tabulating Fund Proxies - - Preparing and Delivering Confirmations, Statements and Tax Forms to Participants - - Delivering Prospectuses, Shareholder Reports and Other Required Mailings to Participants/Plans in the Fund, as required - - Coordinating with Independent Public Accountants for Reviews and Audits - - Maintaining Books and Records for the Funds - - Maintaining and Providing Information Necessary for the Completion of Form NSAR & N-CSR - - Furnishing Information to the Fund - - Performing Bank Reconciliation Process - - Performing such Other Services as Mutually Agreed Upon by Both Parties
APPENDIX A
T. ROWE PRICE BALANCED FUND, INC. T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. T. Rowe Price Blue Chip Growth Fund--R Class T. ROWE PRICE CAPITAL APPRECIATION FUND T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. T. Rowe Price Capital Opportunity Fund--R Class T. ROWE PRICE CORPORATE INCOME FUND, INC. T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC. T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC. T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. T. ROWE PRICE DIVIDEND GROWTH FUND, INC. T. ROWE PRICE EQUITY INCOME FUND T. Rowe Price Equity Income Fund--R Class T. ROWE PRICE FINANCIAL SERVICES FUND, INC. T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC. T. ROWE PRICE GNMA FUND T. ROWE PRICE GROWTH & INCOME FUND, INC. T. ROWE PRICE GROWTH STOCK FUND, INC. T. Rowe Price Growth Stock Fund--R Class T. ROWE PRICE HEALTH SCIENCES FUND, INC. T. ROWE PRICE HIGH YIELD FUND, INC. T. ROWE PRICE INDEX TRUST, INC. T. Rowe Price Equity Index 500 Fund T. Rowe Price Extended Equity Market Index Fund T. Rowe Price Total Equity Market Index Fund T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC. T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC. T. Rowe Price Institutional Large-Cap Core Growth Fund T. Rowe Price Institutional Large-Cap Growth Fund T. Rowe Price Institutional Large-Cap Value Fund T. Rowe Price Institutional Mid-Cap Equity Growth Fund T. Rowe Price Institutional Small-Cap Stock Fund T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC. T. Rowe Price Institutional Core Plus Fund T. Rowe Price Institutional High Yield Fund T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC. T. Rowe Price Institutional Emerging Markets Equity Fund T. Rowe Price Institutional Foreign Equity Fund T. ROWE PRICE INTERNATIONAL FUNDS, INC. T. Rowe Price Emerging Europe & Mediterranean Fund T. Rowe Price Emerging Markets Bond Fund T. Rowe Price Emerging Markets Stock Fund T. Rowe Price European Stock Fund T. Rowe Price Global Stock Fund T. Rowe Price International Bond Fund T. Rowe Price International Discovery Fund T. Rowe Price International Growth & Income Fund T. Rowe Price International Growth & Income Fund--R Class T. Rowe Price International Stock Fund T. Rowe Price International Stock Fund--R Class T. Rowe Price Japan Fund T. Rowe Price Latin America Fund T. Rowe Price New Asia 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 Growth Fund--R Class T. ROWE PRICE MID-CAP VALUE FUND, INC. T. Rowe Price Mid-Cap Value Fund--R Class T. ROWE PRICE NEW AMERICA GROWTH FUND T. ROWE PRICE NEW ERA FUND, INC. T. ROWE PRICE NEW HORIZONS FUND, INC. T. ROWE PRICE NEW INCOME FUND, INC. T. Rowe Price New Income Fund--R Class 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 RETIREMENT FUNDS, INC. T. Rowe Price Retirement 2005 Fund T. Rowe Price Retirement 2010 Fund T. Rowe Price Retirement 2010 Fund--R Class T. Rowe Price Retirement 2015 Fund T. Rowe Price Retirement 2020 Fund T. Rowe Price Retirement 2020 Fund--R Class T. Rowe Price Retirement 2025 Fund T. Rowe Price Retirement 2030 Fund T. Rowe Price Retirement 2030 Fund--R Class T. Rowe Price Retirement 2035 Fund T. Rowe Price Retirement 2040 Fund T. Rowe Price Retirement 2040 Fund--R Class T. Rowe Price Retirement 2045 Fund T. Rowe Price Retirement Income Fund T. Rowe Price Retirement Income Fund--R Class 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 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.
AMENDMENT NO. 1
AGREEMENT
Between
T. ROWE PRICE RETIREMENT PLAN SERVICES, INC.
and
EACH OF THE PARTIES INDICATED ON APPENDIX A
The Retirement Plan Services Contract of January 1, 2006, between T. Rowe Price Retirement Plan Services, Inc. and each of the Parties listed on Appendix A thereto is hereby amended, as of April 19, 2006, by adding thereto T.Rowe Price Institutional International Funds, Inc., on behalf of T. Rowe Price Institutional Global Equity Fund.
T. ROWE PRICE BALANCED FUND, INC. T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. T. Rowe Price Blue Chip Growth Fund--R Class T. ROWE PRICE CAPITAL APPRECIATION FUND T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. T. Rowe Price Capital Opportunity Fund--R Class T. ROWE PRICE CORPORATE INCOME FUND, INC. T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC. T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC. T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. T. ROWE PRICE DIVIDEND GROWTH FUND, INC. T. ROWE PRICE EQUITY INCOME FUND T. Rowe Price Equity Income Fund--R Class T. ROWE PRICE FINANCIAL SERVICES FUND, INC. T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC. T. ROWE PRICE GNMA FUND T. ROWE PRICE GROWTH & INCOME FUND, INC. T. ROWE PRICE GROWTH STOCK FUND, INC. T. Rowe Price Growth Stock Fund--R Class T. ROWE PRICE HEALTH SCIENCES FUND, INC. T. ROWE PRICE HIGH YIELD FUND, INC. T. ROWE PRICE INDEX TRUST, INC. T. Rowe Price Equity Index 500 Fund T. Rowe Price Extended Equity Market Index Fund T. Rowe Price Total Equity Market Index Fund T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC. T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC. T. Rowe Price Institutional Large-Cap Core Growth Fund T. Rowe Price Institutional Large-Cap Growth Fund T. Rowe Price Institutional Large-Cap Value Fund T. Rowe Price Institutional Mid-Cap Equity Growth Fund T. Rowe Price Institutional Small-Cap Stock Fund T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC. T. Rowe Price Institutional Core Plus Fund T. Rowe Price Institutional High Yield Fund T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC. T. Rowe Price Institutional Emerging Markets Equity Fund T. Rowe Price Institutional Foreign Equity Fund T. Rowe Price Institutional Global Equity Fund T. ROWE PRICE INTERNATIONAL FUNDS, INC. T. Rowe Price Emerging Europe & Mediterranean Fund T. Rowe Price Emerging Markets Bond Fund T. Rowe Price Emerging Markets Stock Fund T. Rowe Price European Stock Fund T. Rowe Price Global Stock Fund T. Rowe Price International Bond Fund T. Rowe Price International Discovery Fund T. Rowe Price International Growth & Income Fund T. Rowe Price International Growth & Income Fund--R Class T. Rowe Price International Stock Fund T. Rowe Price International Stock Fund--R Class T. Rowe Price Japan Fund T. Rowe Price Latin America Fund T. Rowe Price New Asia 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 Growth Fund--R Class T. ROWE PRICE MID-CAP VALUE FUND, INC. T. Rowe Price Mid-Cap Value Fund--R Class T. ROWE PRICE NEW AMERICA GROWTH FUND T. ROWE PRICE NEW ERA FUND, INC. T. ROWE PRICE NEW HORIZONS FUND, INC. T. ROWE PRICE NEW INCOME FUND, INC. T. Rowe Price New Income Fund--R Class 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 RETIREMENT FUNDS, INC. T. Rowe Price Retirement 2005 Fund T. Rowe Price Retirement 2010 Fund T. Rowe Price Retirement 2010 Fund--R Class T. Rowe Price Retirement 2015 Fund T. Rowe Price Retirement 2020 Fund T. Rowe Price Retirement 2020 Fund--R Class T. Rowe Price Retirement 2025 Fund T. Rowe Price Retirement 2030 Fund T. Rowe Price Retirement 2030 Fund--R Class T. Rowe Price Retirement 2035 Fund T. Rowe Price Retirement 2040 Fund T. Rowe Price Retirement 2040 Fund--R Class T. Rowe Price Retirement 2045 Fund T. Rowe Price Retirement Income Fund T. Rowe Price Retirement Income Fund--R Class 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 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.
Attest: /s/Patricia B. Lippert /s/Joseph A. Carrier Patricia B. Lippert By: Joseph A. Carrier Secretary Treasurer Attest: T. ROWE PRICE RETIREMENT PLAN SERVICES, INC. /s/Barbara A. Van Horn /s/Henry H. Hopkins Barbara A. Van Horn By: Henry H. Hopkins Secretary Vice President