0000949820-13-000017.txt : 20130927 0000949820-13-000017.hdr.sgml : 20130927 20130927075318 ACCESSION NUMBER: 0000949820-13-000017 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 21 FILED AS OF DATE: 20130927 DATE AS OF CHANGE: 20130927 EFFECTIVENESS DATE: 20131001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price New Income Fund, Inc. CENTRAL INDEX KEY: 0000080249 IRS NUMBER: 520980581 STATE OF INCORPORATION: MD FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 002-48848 FILM NUMBER: 131117964 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE NEW INCOME FUND INC DATE OF NAME CHANGE: 19940727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price New Income Fund, Inc. CENTRAL INDEX KEY: 0000080249 IRS NUMBER: 520980581 STATE OF INCORPORATION: MD FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-02396 FILM NUMBER: 131117965 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE NEW INCOME FUND INC DATE OF NAME CHANGE: 19940727 0000080249 S000002136 T. Rowe Price New Income Fund, Inc. C000005529 T. Rowe Price New Income Fund, Inc. PRCIX C000005530 T. Rowe Price New Income Fund-Advisor Class PANIX C000005531 T. Rowe Price New Income Fund-R Class RRNIX 485BPOS 1 NIF485b.htm Untitled Document

Registration Nos. 002-48848/811-2396

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933   /X/

      

 Post-Effective Amendment No. 68     /X/

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/

 Amendment No. 43      /X/

T. ROWE PRICE NEW INCOME FUND, INC.

Exact Name of Registrant as Specified in Charter

100 East Pratt Street, Baltimore, Maryland 21202
Address of Principal Executive Offices

410-345-2000
Registrant’s Telephone Number, Including Area Code

David Oestreicher

100 East Pratt Street, Baltimore, Maryland 21202
Name and Address of Agent for Service

Approximate Date of Proposed Public Offering October 1, 2013

 It is proposed that this filing will become effective (check appropriate box):

// Immediately upon filing pursuant to paragraph (b)

/X/ On October 1, 2013 pursuant to paragraph (b)

// 60 days after filing pursuant to paragraph (a)(1)

// On (date) pursuant to paragraph (a)(1)

// 75 days after filing pursuant to paragraph (a)(2)

// On (date) pursuant to paragraph (a)(2) of Rule 485

 If appropriate, check the following box:

// This post-effective amendment designates a new effective date for a previously filed post-effective amendment.


  

 

PROSPECTUS

 

PRCIX

 

October 1, 2013

 
  

T. Rowe Price

New Income Fund

A bond fund seeking the highest level of income consistent with the preservation of capital over time by investing primarily in marketable debt securities.

The Securities and Exchange Commission (SEC) has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.


Table of Contents

    

1

Summary

 

Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the Federal Deposit Insurance Corporation, Federal Reserve, or any other government agency, and are subject to investment risks, including possible loss of the principal amount invested.

 

New Income Fund 1

2

Information About Accounts
in T. Rowe Price Funds

 

Pricing Shares and Receiving Sale Proceeds 7

Useful Information on Distributions and Taxes 12

Transaction Procedures and Special Requirements 18

Account Service Fee 22

3

More About the Fund

 

Organization and Management 24

More Information About the Fund and Its Investment Risks 26

Investment Policies and Practices 31

Disclosure of Fund Portfolio Information 45

Financial Highlights 46

4

Investing With T. Rowe Price

 

Account Requirements and Transaction Information 48

Opening a New Account 49

Purchasing Additional Shares 52

Exchanging and Redeeming Shares 53

Rights Reserved by the Funds 55

Information About Your Services 56

T. Rowe Price Brokerage 58

Investment Information 59

T. Rowe Price Privacy Policy 61


SUMMARY

Investment Objective

The fund seeks the highest level of income consistent with the preservation of capital over time by investing primarily in marketable debt securities.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.

Fees and Expenses of the Fund

  

Shareholder fees (fees paid directly from your investment)

Maximum sales charge (load) imposed on
purchases

NONE

  

Maximum deferred sales charge (load)

NONE

  

Redemption fee

NONE

  

Maximum account fee

$20a

Annual fund operating expenses
(expenses that you pay each year as a
percentage of the value of your investment)

Management fees

0.45%

  

Distribution and service (12b-1) fees

0.00%

  

Other expenses

0.15%

  

Acquired fund fees and expenses

0.02%

  

Total annual fund operating expenses

0.62%b

  

Fee waiver/expense reimbursement

(0.02)%c

  

Total annual fund operating expenses after fee waiver/expense reimbursement

0.60%b

a Subject to certain exceptions, accounts with a balance of less than $10,000 are charged an annual $20 fee.

b The figures shown in the fee table do not match the “Ratio of expenses to average net assets” shown in the Financial Highlights table, as that figure does not include acquired fund fees and expenses and excludes expenses permanently waived as a result of investments in other T. Rowe Price mutual funds.

c T. Rowe Price Associates, Inc. is required to permanently waive a portion of its management fee charged to the fund in an amount sufficient to fully offset any acquired fund fees and expenses related to investments in other T. Rowe Price mutual funds. The amount of the waiver will vary each fiscal year in proportion to the amount invested in other T. Rowe Price mutual funds. The T. Rowe Price funds would be required to seek regulatory approval in order to terminate this arrangement.

Example This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same.


  

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2

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

    

1 year

3 years

5 years

10 years

$61

$192

$335

$750

Portfolio Turnover The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 130.9% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies In seeking income and capital preservation, the fund pursues a total return strategy. Active management of the portfolio can result in bonds being sold at gains or losses. However, over the long term, the fund seeks to achieve its objective by investing primarily in income-producing securities that possess what the fund believes are favorable total return (income plus increases in principal value) characteristics.

The fund will invest at least 80% of its total assets in income-producing securities, which may include, but are not limited to, U.S. government and agency obligations, mortgage- and asset-backed securities, corporate bonds, foreign bonds, collateralized mortgage obligations, Treasury inflation protected securities, and others, including, on occasion, equities.

Eighty percent (80%) of the debt securities purchased by the fund will be rated investment grade (AAA, AA, A, BBB, or an equivalent rating) by each of the major credit rating agencies (Standard & Poor’s, Moody’s, and Fitch) that have assigned a rating to the security or, if unrated, deemed to be of investment-grade quality by T. Rowe Price. Up to 15% of the fund’s total assets may be invested in “split-rated securities,” which are securities that have been rated investment-grade by at least one rating agency but below investment-grade by another rating agency. The fund may invest up to 20% of its total assets in non-U.S. dollar-denominated foreign debt securities and take currency positions to hedge this exposure as well as to capture appreciation from favorable currency changes. In addition, the fund may invest up to 5% of its total assets in securities that have received below investment-grade ratings from each of the rating agencies that have assigned ratings to the securities or, if unrated, deemed to be below investment-grade quality by T. Rowe Price.

The fund has considerable flexibility in seeking high income. There are no maturity restrictions, so the fund can purchase longer-term bonds, which tend to have higher yields than shorter-term bonds. However, the portfolio’s weighted average maturity is expected to be between four and 15 years. In addition, when there is a large yield


  

Summary

3

difference between the various quality levels, the fund may move down the credit scale and purchase lower-rated bonds with higher yields. When the difference is small or the outlook warrants, the fund may concentrate investments in higher-rated issues.

While most assets will typically be invested in bonds, the fund also uses interest rate futures and forward currency exchange contracts in keeping with the fund’s objectives. Interest rate futures would typically be used to manage the fund’s exposure to interest rate changes or to adjust portfolio duration. Forward currency exchange contracts would be used to gain exposure to certain currencies expected to increase or decrease in value relative to other currencies or to protect the fund’s foreign bond holdings from adverse currency movements relative to the U.S. dollar.

The fund may sell holdings for a variety of reasons, such as to adjust the portfolio’s average maturity, duration, or credit quality or to shift assets into and out of higher-yielding or lower-yielding securities or different sectors.

Principal Risks As with any mutual fund, there is no guarantee that the fund will achieve its objective. The fund’s share price fluctuates, which means you could lose money by investing in the fund. The principal risks of investing in this fund are summarized as follows:

Active management risk The fund is subject to the risk that the investment adviser’s judgments about the attractiveness, value, or potential appreciation of the fund’s investments may prove to be incorrect. If the securities selected and strategies employed by the fund fail to produce the intended results, the fund could underperform other funds with similar objectives and investment strategies.

Market risk This is the risk that the value of securities owned by the fund may go up or down, sometimes rapidly or unexpectedly, due to factors affecting securities markets generally or particular industries.

Interest rate risk This is the risk that a rise in interest rates will cause the price of a fixed rate debt security to fall. Generally, securities with longer maturities and funds with longer weighted average maturities carry greater interest rate risk.

Credit risk This is the risk that an issuer of a debt security could suffer an adverse change in financial condition that results in a payment default, security downgrade, or inability to meet a financial obligation. Junk bonds carry a higher risk of default and should be considered speculative. The fund’s exposure to credit risk is increased to the extent it invests in securities that are rated noninvestment-grade.

Prepayment risk and extension risk Prepayment risk is the risk that the principal on mortgage-backed securities, other asset-backed securities or any debt security with an embedded call option may be prepaid at any time, which could reduce yield and market value. The rate of prepayments tends to increase as interest rates fall, which could cause the average maturity of the portfolio to shorten. Extension risk may


  

T. Rowe Price

4

result from a rise in interest rates, which tends to make mortgage-backed securities, asset-backed securities, and other callable debt securities more volatile.

Liquidity risk This is the risk that the fund may not be able to sell a holding in a timely manner at a desired price.

Foreign investing risk This is the risk that the fund’s investments in foreign securities may be adversely affected by political, social, and economic conditions overseas, reduced liquidity, or decreases in foreign currency values relative to the U.S. dollar.

Currency risk Because the fund may invest in securities issued in foreign currencies, the fund is subject to the risk that it could experience losses based solely on the weakness of foreign currencies versus the U.S. dollar and changes in the exchange rates between such currencies and the U.S. dollar. Any attempts at currency hedging may not be successful and could cause the fund to lose money.

Derivatives risk To the extent the fund uses interest rate futures and forward currency exchange contracts, it is exposed to additional volatility in comparison to investing directly in bonds and other debt securities. These instruments can be illiquid and difficult to value, may involve leverage so that small changes produce disproportionate losses for the fund, and instruments not traded on an exchange are subject to the risk that a counterparty to the transaction will fail to meet its obligations under the derivatives contract. The fund’s principal use of derivatives involves the risk that anticipated interest rate movements and changes in currency values and currency exchange rates will not be accurately predicted, which could significantly harm the fund’s performance.

Performance The bar chart showing calendar year returns and the average annual total returns table indicate risk by illustrating how much returns can differ from one year to the next and how fund performance compares with that of a comparable market index. The fund’s past performance (before and after taxes) is not necessarily an indication of future performance.

The fund can also experience short-term performance swings, as shown by the best and worst calendar quarter returns during the years depicted.


  

Summary

5

The fund’s return for the six months ended 6/30/13 was -2.91%.

In addition, the average annual total returns table shows hypothetical after-tax returns to suggest how taxes paid by a shareholder may influence returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as a 401(k) account or individual retirement account.

             

Average Annual Total Returns

          

 

 

 

Periods ended

 

 

  

December 31, 2012

 

 

  

1 Year 

  

5 Years 

  

10 Years 

  

 

 

New Income Fund

         

 

 

 

Returns before taxes

5.86 

%

 

6.55 

%

 

5.62 

%

 

 

 

 

Returns after taxes on distributions

4.51 

 

 

4.90 

 

 

4.19 

 

 

 

 

 

Returns after taxes on distributions

 

 

 

 

 

 

 

 

 

 

 

 

and sale of fund shares

3.90 

 

 

4.65 

 

 

4.05 

 

 

 

 

Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)

4.21 

 

 

5.95 

 

 

5.18 

 

 

 

 

Lipper Intermediate Investment Grade Debt Funds

6.87 

 

 

5.91 

 

 

4.97 

 

 

 

Updated performance information is available through troweprice.com or may be obtained by calling 1-800-225-5132.

Management

Investment Adviser T. Rowe Price Associates, Inc. (T. Rowe Price)


  

T. Rowe Price

6

    

Portfolio Manager

Title

Managed Fund Since

Joined Investment
Adviser

Daniel O. Shackelford

Chairman of Investment

Advisory Committee

2002

1999

Purchase and Sale of Fund Shares

The fund’s investment minimums generally are as follows (if you hold shares through a financial intermediary, the intermediary may impose different investment minimums):

   

Type of Account

Minimum
initial purchase

Minimum subsequent
purchase

Individual retirement accounts, small business retirement plan accounts, and Uniform Gifts to Minors Act or Uniform Transfers to Minors Act accounts

$1,000

$100

   

All other accounts

  2,500

   100

You may purchase, redeem, or exchange shares of the fund on any day the New York Stock Exchange is open for business by accessing your account online at troweprice.com, by calling 1-800-225-5132, or by written request. If you hold shares through a financial intermediary, you must purchase, redeem, and exchange shares through your intermediary.

Tax Information

The fund declares dividends daily and pays them on the first business day of each month. Any capital gains are declared and paid annually, usually in December. Distributions by the fund, whether or not you reinvest these amounts in additional fund shares, may be taxed as ordinary income or capital gains unless you invest through a tax-deferred account. A redemption or exchange of fund shares may be taxable.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.


   

Information About Accounts in T. Rowe Price Funds

 

2

 
  

As a T. Rowe Price shareholder, you will want to know about the following policies and procedures that apply to the T. Rowe Price family of funds.

PRICING SHARES AND RECEIVING SALE PROCEEDS

How and When Shares Are Priced

The share price, also called the “net asset value,” for the funds is calculated at the close of the New York Stock Exchange (normally 4 p.m. ET) each day that the exchange is open for business. To calculate the net asset value, the fund’s assets are valued and totaled; liabilities are subtracted; and the balance, called net assets, is divided by the number of shares outstanding. Market values are used to price portfolio holdings for which market quotations are readily available. Market values represent the prices at which securities actually trade or evaluations based on the judgment of the fund’s pricing services. If a market value for a security is not available or normal valuation procedures are deemed to be inappropriate, the fund will make a good faith effort to assign a fair value to the security by taking into account various factors that have been approved by the fund’s Board of Directors/Trustees. This value may differ from the value the fund receives upon sale of the securities. Amortized cost is used to price securities held by money funds and certain other debt securities held by a fund. Investments in other mutual funds are valued at the closing net asset value per share of the mutual fund on the day of valuation.

Non-U.S. equity securities are valued on the basis of their most recent closing market prices at 4 p.m. ET except under the circumstances described below. Most foreign markets close before 4 p.m. ET. For example, the most recent closing prices for securities traded in certain Asian markets may be as much as 15 hours old at 4 p.m. ET. If a fund determines that developments between the close of a foreign market and the close of the New York Stock Exchange will, in its judgment, materially affect the value of some or all of the fund’s securities, the fund will adjust the previous closing prices to reflect what it believes to be the fair value of the securities as of 4 p.m. ET. In deciding whether to make these adjustments, the fund reviews a variety of factors, including developments in foreign markets, the performance of U.S. securities markets, and the performance of instruments trading in U.S. markets that represent foreign securities and baskets of foreign securities. The fund may also fair value certain securities or a group of securities in other situations—for example, when a particular foreign market is closed but the fund is open. The fund uses outside pricing services to provide it with closing market prices and information used for adjusting those prices and to value most fixed income securities. The fund cannot predict how often it will use closing prices and how often


  

T. Rowe Price

8

it will adjust those prices. As a means of evaluating its fair value process, the fund routinely compares closing market prices, the next day’s opening prices in the same markets, and adjusted prices. The fund also evaluates a variety of factors when assigning fair values to private placements and other restricted securities. Other mutual funds may adjust the prices of their securities by different amounts or assign different fair values than the fair value that the fund assigns to the same security.

The various ways you can buy, sell, and exchange shares are explained at the end of this prospectus and on the New Account form. These procedures may differ for institutional and employer-sponsored retirement accounts or if you hold your account through an intermediary.

How Your Purchase, Sale, or Exchange Price Is Determined

If your request is received by T. Rowe Price in correct form by the close of the New York Stock Exchange (normally 4 p.m. ET), your transaction will be priced at that business day’s net asset value. If your request is received by T. Rowe Price after the close of the New York Stock Exchange, your transaction will be priced at the next business day’s net asset value.

The funds generally do not accept orders that request a particular day or price for a transaction or any other special conditions.

Fund shares may be purchased through various third-party intermediaries, including banks, brokers, and investment advisers. Where authorized by a fund, orders will be priced at the net asset value next computed after receipt by the intermediary. Contact your intermediary for trade deadlines and the applicable policies for purchasing, selling, or exchanging your shares, as well as initial and subsequent investment minimums. The intermediary may charge a fee for its services.

When authorized by the fund, certain financial institutions or retirement plans purchasing fund shares on behalf of customers or plan participants through T. Rowe Price Financial Institution Services or T. Rowe Price Retirement Plan Services may place a purchase order unaccompanied by payment. Payment for these shares must be received by the time designated by the fund (not to exceed the period established for settlement under applicable regulations). If payment is not received by this time, the order may be canceled. The financial institution or retirement plan is responsible for any costs or losses incurred by the fund or T. Rowe Price if payment is delayed or not received.

Note: The time at which transactions and shares are priced and the time until which orders are accepted may be changed in case of an emergency or if the New York Stock Exchange closes at a time other than 4 p.m. ET. In the event of an emergency closing, a fund’s shareholders will receive the next share price calculated by the fund. There may be times when you are unable to contact us by telephone or access your account online due to extreme market activity, the unavailability of the T. Rowe Price website, or other circumstances. Should this occur, your order must still be placed


  

Information About Accounts in T. Rowe Price Funds

9

and accepted by T. Rowe Price prior to the time the New York Stock Exchange closes to be priced at that business day’s net asset value. Under certain conditions, a money fund may accept and process purchase and redemption orders beyond the close of the New York Stock Exchange on days that the New York Stock Exchange closes early and does not reopen, and may accept orders on a business day that the New York Stock Exchange is unexpectedly closed.

How You Can Receive the Proceeds From a Sale

When filling out the New Account form, you may wish to give yourself the widest range of options for receiving proceeds from a sale.

If your request is received in correct form by T. Rowe Price on a business day prior to the close of the New York Stock Exchange, proceeds are usually sent on the next business day. Proceeds can be mailed to you by check or sent electronically to your bank account by Automated Clearing House transfer or bank wire. Automated Clearing House is an automated method of initiating payments from, and receiving payments in, your financial institution account. Proceeds sent by Automated Clearing House transfer are usually credited to your account the second business day after the sale and there are typically no fees associated with such payments. Proceeds sent by bank wire are usually credited to your account the next business day after the sale, although your financial institution may charge an incoming wire fee.

Exception Under certain circumstances, and when deemed to be in a fund’s best interest, your proceeds may not be sent for up to seven calendar days after we receive your redemption request. Under certain limited circumstances, the Board of Directors/Trustees of a money fund may elect to suspend redemptions and postpone payment of redemption proceeds in order to facilitate an orderly liquidation of the money fund.

If for some reason we cannot accept your request to sell shares, we will contact you.

Contingent Redemption Fee

Short-term trading can disrupt a fund’s investment program and create additional costs for long-term shareholders. For these reasons, certain T. Rowe Price funds, listed in the following table, assess a fee on redemptions (including exchanges out of a fund), which reduces the proceeds from such redemptions by the amounts indicated:

   

T. Rowe Price Funds With Redemption Fees

Fund

Redemption fee

Holding period

Africa & Middle East

2%

90 days or less

Diversified Small-Cap Growth

1%

90 days or less

Emerging Europe

2%

90 days or less

Emerging Markets Bond

2%

90 days or less


  

T. Rowe Price

10

   

T. Rowe Price Funds With Redemption Fees

Fund

Redemption fee

Holding period

Emerging Markets Corporate Bond

2%

90 days or less

Emerging Markets Local Currency Bond

2%

90 days or less

Emerging Markets Stock

2%

90 days or less

Equity Index 500

0.5%

90 days or less

European Stock

2%

90 days or less

Extended Equity Market Index

0.5%

90 days or less

Floating Rate

2%

90 days or less

Global Infrastructure

2%

90 days or less

Global Large-Cap Stock

2%

90 days or less

Global Real Estate

2%

90 days or less

Global Stock

2%

90 days or less

High Yield

2%

90 days or less

International Bond

2%

90 days or less

International Discovery

2%

90 days or less

International Equity Index

2%

90 days or less

International Growth & Income

2%

90 days or less

International Stock

2%

90 days or less

Japan

2%

90 days or less

Latin America

2%

90 days or less

New Asia

2%

90 days or less

Overseas Stock

2%

90 days or less

Real Assets

2%

90 days or less

Real Estate

1%

90 days or less

Small-Cap Value

1%

90 days or less

Spectrum International

2%

90 days or less

Tax-Efficient Equity

1%

less than 365 days

Tax-Free High Yield

2%

90 days or less

Total Equity Market Index

0.5%

90 days or less

U.S. Bond Enhanced Index

0.5%

90 days or less

Redemption fees are paid to a fund to deter short-term trading, offset costs, and protect the fund’s long-term shareholders. Subject to the exceptions described on the following pages, all persons holding shares of a T. Rowe Price fund that imposes a redemption fee are subject to the fee, whether the person is holding shares directly with a T. Rowe Price fund; through a retirement plan for which T. Rowe Price serves as recordkeeper; or indirectly through an intermediary (such as a broker, bank, or


  

Information About Accounts in T. Rowe Price Funds

11

investment adviser), recordkeeper for retirement plan participants, or other third party.

Computation of Holding Period

When an investor sells shares of a fund that assesses a redemption fee, T. Rowe Price will use the “first-in, first-out” method to determine the holding period for the shares sold. Under this method, the date of redemption or exchange will be compared with the earliest purchase date of shares held in the account. The day after the date of your purchase is considered Day 1 for purposes of computing the holding period. For a fund with a 365-day holding period, a redemption fee will be charged on shares sold before the end of the required holding period. For funds with a 90-day holding period, a redemption fee will be charged on shares sold on or before the end of the required holding period. For example, if you redeem your shares on or before the 90th day from the date of purchase, you will be assessed the redemption fee. If you purchase shares through an intermediary, consult your intermediary to determine how the holding period will be applied.

Transactions Not Subject to Redemption Fees

The T. Rowe Price funds will not assess a redemption fee with respect to certain transactions. As of the date of this prospectus, the following shares of T. Rowe Price funds will not be subject to redemption fees:

· Shares redeemed through an automated, systematic withdrawal plan;

· Shares redeemed through or used to establish certain rebalancing, asset allocation, wrap, and advisory programs, as well as non-T. Rowe Price fund-of-funds products, if approved in writing by T. Rowe Price;

· Shares purchased through the reinvestment of dividends or capital gain distributions;*

· Shares converted from one share class to another share class of the same fund;*

· Shares redeemed automatically by a fund to pay fund fees or shareholder account fees (e.g., for failure to meet account minimums);

· Shares purchased by rollover or changes of account registration within the same fund;*

· Shares redeemed to return an excess contribution from a retirement account;

· Shares of T. Rowe Price funds purchased by another T. Rowe Price fund and shares purchased by discretionary accounts managed by T. Rowe Price or one of its affiliates (please note that other shareholders of the investing T. Rowe Price fund are still subject to the policy);

· Shares that are redeemed in-kind;

· Shares transferred to T. Rowe Price or a third-party intermediary acting as a service provider when the age of the shares cannot be determined systematically;* and

· Shares redeemed in retirement plans or other products that restrict trading to no more frequently than once per quarter, if approved in writing by T. Rowe Price.

* Subsequent exchanges of these shares into funds that assess redemption fees will subject such shares to the fee.


  

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12

Redemption Fees on Shares Held in Retirement Plans

If shares are held in a retirement plan, redemption fees generally will be assessed on shares redeemed by exchange only if they were originally purchased by exchange. However, redemption fees may apply to transactions other than exchanges depending on how shares of the plan are held at T. Rowe Price or how the fees are applied by your plan’s recordkeeper. To determine which of your transactions are subject to redemption fees, you should contact T. Rowe Price or your plan recordkeeper.

Omnibus Accounts

If your shares are held through an intermediary in an omnibus account, T. Rowe Price relies on the intermediary to assess the redemption fee on underlying shareholder accounts. T. Rowe Price seeks to identify intermediaries establishing omnibus accounts and to enter into agreements requiring the intermediary to assess the redemption fees. There are no assurances that T. Rowe Price will be successful in identifying all intermediaries or that the intermediaries will properly assess the fees.

Certain intermediaries may not apply the exemptions previously listed to the redemption fee policy; all redemptions by persons trading through such intermediaries may be subject to the fee. Certain intermediaries may exempt transactions not listed from redemption fees, if approved by T. Rowe Price. Persons redeeming shares through an intermediary should check with their respective intermediary to determine which transactions are subject to the fees.

USEFUL INFORMATION ON DISTRIBUTIONS AND TAXES

Each fund intends to qualify to be treated each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. In order to qualify, a fund must satisfy certain income, diversification, and distribution requirements. A regulated investment company is not subject to U.S. federal income tax at the portfolio level on income and gains from investments that are distributed to shareholders. However, if a fund were to fail to qualify as a regulated investment company and was ineligible to or otherwise did not cure such failure, the result would be fund-level taxation and, consequently, a reduction in income available for distribution to the fund’s shareholders.

To the extent possible, all net investment income and realized capital gains are distributed to shareholders.

Dividends and Other Distributions

Dividend and capital gain distributions are reinvested in additional fund shares in your account unless you select another option. Reinvesting distributions results in compounding, which allows you to receive dividends and capital gain distributions on an increasing number of shares.


  

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Distributions not reinvested are paid by check or transmitted to your bank account via Automated Clearing House. If the U.S. Postal Service cannot deliver your check, or if your check remains uncashed for six months, the fund reserves the right to reinvest your distribution check in your account at the net asset value on the day of the reinvestment and to reinvest all subsequent distributions in shares of the fund. Interest will not accrue on amounts represented by uncashed distributions or redemption checks.

The following table provides details on dividend payments:

  

Dividend Payment Schedule

 

Fund

Dividends

Money funds

· Purchases received by T. Rowe Price by noon ET via wire begin to earn dividends on that day. Other shares normally begin to earn dividends on the business day after payment is received by T. Rowe Price.

· Declared daily and paid on the first business day of each month.

Bond funds

· Shares normally begin to earn dividends on the business day after payment is received by T. Rowe Price.

· Declared daily and paid on the first business day of each month.

These stock funds only:

· Balanced

· Dividend Growth

· Equity Income

· Equity Index 500

· Global Real Estate

· Growth & Income

· Personal Strategy Balanced

· Personal Strategy Income

· Real Estate

· Declared and paid quarterly, if any, in March, June, September, and December.

· Must be a shareholder on the dividend record date.

Other stock funds

· Declared and paid annually, if any, generally in December.

· Must be a shareholder on the dividend record date.

Retirement and Spectrum Funds:

 

· Retirement Income and
Spectrum Income

· Shares normally begin to earn dividends on the business day after payment is received by T. Rowe Price.

· Declared daily and paid on the first business day of each month.

· All others

· Declared and paid annually, if any, generally in December.

· Must be a shareholder on the dividend record date.

Bond and money fund shares earn dividends through the date of redemption (except for wire redemptions from money funds prior to noon ET, which earn dividends through the calendar day prior to the date of redemption). Shares redeemed on a Friday or prior to a holiday will continue to earn dividends until the next business


  

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day. Generally, if you redeem all of your bond or money fund shares at any time during the month, you will also receive all dividends earned through the date of redemption in the same check. When you redeem only a portion of your bond or money fund shares, all dividends accrued on those shares will be reinvested, or paid in cash, on the next dividend payment date. The funds do not pay dividends in fractional cents. Any dividend amount earned for a particular day on all shares held that is one-half of one cent or greater (for example, $0.016) will be rounded up to the next whole cent ($0.02), and any amount that is less than one-half of one cent (for example, $0.014) will be rounded down to the nearest whole cent ($0.01). Please note that if the dividend payable on all shares held is less than one-half of one cent for a particular day, no dividend will be earned for that day.

If you purchase and sell your shares through an intermediary, consult your intermediary to determine when your shares begin and stop accruing dividends; the information previously described may vary.

Capital Gain Payments

A capital gain or loss is the difference between the purchase and sale price of a security. If a fund has net capital gains for the year (after subtracting any capital losses), they are usually declared and paid in December to shareholders of record on a specified date that month. If a second distribution is necessary, it is paid the following year.

Capital gain payments are not expected from money funds, which are managed to maintain a constant share price.

Tax Information

In most cases, you will be provided information for your tax filing needs no later than mid-February.

If you invest in the fund through a tax-deferred account, such as an individual retirement account, you will not be subject to tax on dividends and distributions from the fund or the sale of fund shares if those amounts remain in the tax-deferred account. You may receive a Form 1099-R or other Internal Revenue Service forms, as applicable, if any portion of the account is distributed to you.

If you invest in the fund through a taxable account, you generally will be subject to tax when:

· You sell fund shares, including an exchange from one fund to another.

· The fund makes dividend or capital gain distributions.

Additional information about the taxation of dividends for certain T. Rowe Price funds is listed below:

 

Tax-Free and Municipal Funds

· Regular monthly dividends (including those from the state-specific tax-free funds) are expected to be exempt from federal income taxes.


  

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Tax-Free and Municipal Funds

· Exemption is not guaranteed, since the fund has the right under certain conditions to invest in nonexempt securities.

· A fund may hold Build America Bonds or other qualified tax credit bonds. Investments in these bonds will result in taxable interest income, although the federal income tax on such interest income may be fully or partially offset by the specified tax credits that are available to the bondholders. A fund may elect to pass through to the shareholders taxable interest income and any corresponding tax credits. Any available tax credits—which are also included in federal taxable income—generally can be used to offset federal regular income tax and alternative minimum tax, but those tax credits generally are not refundable.

· Tax-exempt dividends paid to Social Security recipients may increase the portion of benefits that is subject to tax.

· For state-specific funds, the monthly dividends you receive are expected to be exempt from state and local income tax of that particular state. For other funds, a small portion of your income dividend may be exempt from state and local income taxes.

· If a fund invests in certain “private activity” bonds that are not exempt from the alternative minimum tax, shareholders who are subject to the alternative minimum tax must include income generated by those bonds in their alternative minimum tax calculation. Private activity bonds issued in 2009 and 2010, and refunding bonds issued in 2009 and 2010 to refund private activity bonds that were issued from the beginning of 2004 to the end of 2008, are exempt from the alternative minimum tax. The portion of a fund’s income dividend that should be included in your alternative minimum tax calculation, if any, will be reported to you in January on Form 1099-DIV.

For individual shareholders, a portion of ordinary dividends representing “qualified dividend income” received by the fund may be subject to tax at the lower rates applicable to long-term capital gains rather than ordinary income. You may report it as “qualified dividend income” in computing your taxes, provided you have held the fund shares on which the dividend was paid for more than 60 days during the
121-day period beginning 60 days before the ex-dividend date. Ordinary dividends that do not qualify for this lower rate are generally taxable at the investor’s marginal income tax rate. This includes the portion of ordinary dividends derived from interest, short-term capital gains, distributions from nonqualified foreign corporations, and dividends received by the fund from stocks that were on loan. Little, if any, of the ordinary dividends paid by the Global Real Estate Fund, Real Estate Fund, or the bond and money funds is expected to qualify for this lower rate.

For corporate shareholders, a portion of ordinary dividends may be eligible for the 70% deduction for dividends received by corporations to the extent the fund’s income consists of dividends paid by U.S. corporations. Little, if any, of the ordinary dividends paid by the international stock funds or the bond and money funds is expected to qualify for this deduction.

Beginning in 2013, a 3.8% net investment income tax is imposed on net investment income, including interest, dividends, and capital gains, of U.S. individuals with income exceeding $200,000 (or $250,000 if married filing jointly) and of estates and trusts.


  

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Taxes on Fund Redemptions

When you sell shares in any fund, you may realize a gain or loss. An exchange from one fund to another in a taxable account is also a sale for tax purposes.

T. Rowe Price will make available to you Form 1099-B, if applicable, no later than mid-February, indicating the date and amount of each sale you made in the fund during the prior year. This information will also be reported to the Internal Revenue Service. For most new accounts or those opened by exchange in 1984 or later, we will provide you with the gain or loss on the shares you sold during the year based on the average cost single category method. You may calculate the cost basis using other methods acceptable to the Internal Revenue Service, such as specific identification.

If you hold your fund through an intermediary, the intermediary is responsible for providing you with any necessary tax forms. You should contact your intermediary for the tax information that will be sent to you and reported to the Internal Revenue Service.

For mutual fund shares acquired after 2011, new tax regulations require us to
report the cost basis information to you and the Internal Revenue Service on
Form 1099-B using a cost basis method selected by you or, in the absence of such selected method, our default method if you acquire your shares directly from us. Our default method is average cost. If you acquire your fund shares through an intermediary after 2011, you should check with your intermediary regarding the applicable cost basis method. You should, however, note that the cost basis information reported to you may not always be the same as what you should report on your tax return because the rules applicable to the determination of cost basis on Form 1099-B may be different from the rules applicable to the determination of cost basis for reporting on your tax return. Therefore, you should save your transaction records to make sure the information reported on your tax return is accurate. To help you maintain accurate records, T. Rowe Price will make available to you a confirmation promptly following each transaction you make (except for systematic purchases and systematic redemptions) and a year-end statement detailing all of your transactions in each fund account during the year. If you hold your fund through an intermediary, the intermediary is responsible for providing you with transaction confirmations and statements.

Taxes on Fund Distributions

T. Rowe Price (or your intermediary) will make available to you, as applicable, no later than mid-February, a Form 1099-DIV, or other Internal Revenue Service forms, as required, indicating the tax status of any income dividends, dividends exempt from federal income taxes, and capital gain distributions made to you. This information will be reported to the Internal Revenue Service. Taxable distributions are generally taxable to you in the year in which they are paid. Your bond or money fund dividends for each calendar year will include dividends accrued up to the first


  

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business day of the next calendar year. You will be sent any additional information you need to determine your taxes on fund distributions, such as the portion of your dividends, if any, that may be exempt from state and local income taxes. Dividends from tax-free funds are generally expected to be tax-exempt.

The tax treatment of a capital gain distribution is determined by how long the fund held the portfolio securities, not how long you held the shares in the fund. Short-term (one year or less) capital gain distributions are taxable at the same rate as ordinary income, and gains on securities held for more than one year are taxed at the lower rates applicable to long-term capital gains. If you realized a loss on the sale or exchange of fund shares that you held for six months or less, your short-term capital loss must be reclassified as a long-term capital loss to the extent of any long-term capital gain distributions received during the period you held the shares. For funds investing in foreign securities, distributions resulting from the sale of certain foreign currencies, currency contracts, and the foreign currency portion of gains on debt securities are taxed as ordinary income. Net foreign currency losses may cause monthly or quarterly dividends to be reclassified as returns of capital.

If the fund qualifies and elects to pass through nonrefundable foreign income taxes paid to foreign governments during the year, your portion of such taxes will be reported to you as taxable income. However, you may be able to claim an offsetting credit or deduction on your tax return for those amounts. There can be no assurance that a fund will meet the requirements to pass through foreign income taxes paid.

Taxable distributions are subject to tax whether reinvested in additional shares or received in cash.

If a fund holds Build America Bonds or other qualified tax credit bonds and elects to pass through the corresponding interest income and any available tax credits, you will need to report both the interest income and any such tax credits as taxable income. You may be able to claim the tax credits on your federal tax return as an offset to your income tax (including alternative minimum tax) liability, but the tax credits generally are not refundable. There is no assurance, however, that a fund will elect to pass through the income and credits.

The following table provides additional details on distributions for certain funds:

 

Taxes on Fund Distributions

Tax-Free and Municipal Funds

· Gains realized on the sale of market discount bonds with maturities beyond one year may be treated as ordinary income and cannot be offset by other capital losses.

· Payments received or gains realized on certain derivative transactions may result in taxable ordinary income or capital gains.

· To the extent the fund makes such investments, the likelihood of a taxable distribution will be increased.


  

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Taxes on Fund Distributions

Inflation Protected Bond Fund

· Inflation adjustments on Treasury inflation-protected securities that exceed deflation adjustments for the year will be distributed as a short-term capital gain resulting in ordinary income.

· In computing the distribution amount, the fund cannot reduce inflation adjustments by short- or long-term capital losses from the sales of securities.

· Net deflation adjustments for a year may result in all or a portion of dividends paid earlier in the year being treated as a return of capital. 

Retirement and Spectrum Funds

· Distributions by the underlying funds and changes in asset allocations may result in taxable distributions of ordinary income or capital gains.

Tax Consequences of Hedging

Entering into certain transactions involving options, futures, swaps, and forward currency exchange contracts may result in the application of the mark-to-market and straddle provisions of the Internal Revenue Code. These provisions could result in a fund being required to distribute gains on such transactions even though it did not close the contracts during the year or receive cash to pay such distributions. The fund may not be able to reduce its distributions for losses on such transactions to the extent of unrealized gains in offsetting positions.

Tax Effect of Buying Shares Before an Income Dividend or Capital Gain Distribution

If you buy shares shortly before or on the record date—the date that establishes you as the person to receive the upcoming distribution—you may receive a portion of the money you just invested in the form of a taxable distribution. Therefore, you may wish to find out a fund’s record date before investing. In addition, a fund’s share price may, at any time, reflect undistributed capital gains or income and unrealized appreciation, which may result in future taxable distributions. Such distributions can occur even in a year when the fund has a negative return.

TRANSACTION PROCEDURES AND SPECIAL REQUIREMENTS

Following these procedures helps assure timely and accurate transactions.

Purchase Conditions

Nonpayment If you pay with a check or Automated Clearing House transfer that does not clear or if your payment is not received in a timely manner, your purchase may be canceled. You will be responsible for any losses or expenses incurred by the fund or transfer agent, and the fund can redeem shares you own in this or another identically registered T. Rowe Price account as reimbursement. The funds and their agents have the right to reject or cancel any purchase, exchange, or redemption due to nonpayment.


  

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U.S. Dollars All purchases must be paid for in U.S. dollars; checks must be drawn on U.S. banks.

Sale (Redemption) Conditions

Holds on Immediate Redemptions: 10-Day Hold If you sell shares that you just purchased and paid for by check or Automated Clearing House transfer, the fund will process your redemption but generally will delay sending you the proceeds for up to 10 calendar days to allow the check or transfer to clear. If, during the clearing period, we receive a check drawn against your newly purchased shares, it will be returned marked “uncollected.” (The 10-day hold does not apply to purchases paid for by bank wire or automatic purchases through your paycheck.)

Telephone and Online Account Transactions You may access your account and conduct transactions using the telephone or the T. Rowe Price website. The T. Rowe Price funds and their agents use reasonable procedures to verify the identity of the shareholder. If these procedures are followed, the funds and their agents are not liable for any losses that may occur from acting on unauthorized instructions. A confirmation is sent promptly after a transaction. Please review it carefully and contact T. Rowe Price immediately about any transaction you believe to be unauthorized. Telephone conversations are recorded.

Large Redemptions Large redemptions can adversely affect a portfolio manager’s ability to implement a fund’s investment strategy by causing the premature sale of securities. Therefore, the fund reserves the right (without prior notice) to pay all or part of redemption proceeds with securities from the fund’s portfolio rather than in cash (“redemption in-kind”). If this occurs, the securities will be selected by the fund in its absolute discretion, and the redeeming shareholder or account will be responsible for disposing of the securities and bearing any associated costs.

Excessive and Short-Term Trading Policy

Excessive transactions and short-term trading can be harmful to fund shareholders in various ways, such as disrupting a fund’s portfolio management strategies, increasing a fund’s trading costs, and negatively affecting its performance. Short-term traders in funds that invest in foreign securities may seek to take advantage of developments overseas that could lead to an anticipated difference between the price of the funds’ shares and price movements in foreign markets. While there is no assurance that T. Rowe Price can prevent all excessive and short-term trading, the Boards of Directors/Trustees of the T. Rowe Price funds have adopted the following trading limits that are designed to deter such activity and protect the funds’ shareholders. The funds may revise their trading limits and procedures at any time as the Boards of Directors/Trustees deem necessary or appropriate to better detect short-term trading that may adversely affect the funds, to comply with applicable regulatory requirements, or to impose additional or alternative restrictions.

Subject to certain exceptions, each T. Rowe Price fund restricts a shareholder’s purchases (including through exchanges) into a fund account for a period of


  

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30 calendar days after the shareholder has redeemed or exchanged out of that same fund account (the “30-Day Purchase Block”). The calendar day after the date of redemption is considered Day 1 for purposes of computing the period before another purchase may be made.

General Exceptions As of the date of this prospectus, the following types of transactions generally are not subject to the 30-Day Purchase Block:

· Shares purchased or redeemed in money funds and ultra short-term bond funds;

· Shares purchased or redeemed through a systematic purchase or withdrawal plan;

· Checkwriting redemptions from bond and money funds;

· Shares purchased through the reinvestment of dividends or capital gain distributions;

· Shares redeemed automatically by a fund to pay fund fees or shareholder account fees;

· Transfers and changes of account registration within the same fund;

· Shares purchased by asset transfer or direct rollover;

· Shares purchased or redeemed through IRA conversions and recharacterizations;

· Shares redeemed to return an excess contribution from a retirement account;

· Transactions in Section 529 college savings plans;

· Shares converted from one share class to another share class in the same fund; and

· Shares of T. Rowe Price funds that are purchased by another T. Rowe Price fund, including shares purchased by T. Rowe Price fund-of-funds products, and shares purchased by discretionary accounts managed by T. Rowe Price or one of its affiliates (please note that shareholders of the investing T. Rowe Price fund are still subject to the policy).

Transactions in certain rebalancing, asset allocation, wrap programs, and other advisory programs, as well as non-T. Rowe Price fund-of-funds products, may also be exempt from the 30-Day Purchase Block, subject to prior written approval by T. Rowe Price.

In addition to restricting transactions in accordance with the 30-Day Purchase Block, T. Rowe Price may, in its discretion, reject (or instruct an intermediary to reject) any purchase or exchange into a fund from a person (which includes individuals and entities) whose trading activity could disrupt the management of the fund or dilute the value of the fund’s shares, including trading by persons acting collectively (e.g., following the advice of a newsletter). Such persons may be barred, without prior notice, from further purchases of T. Rowe Price funds for a period longer than 30 calendar days or permanently.

Intermediary Accounts If you invest in T. Rowe Price funds through an intermediary, you should review the intermediary’s materials carefully or consult with the intermediary directly to determine the trading policy that will apply to your trades in the funds as well as any other rules or conditions on transactions that may apply. If


  

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T. Rowe Price is unable to identify a transaction placed through an intermediary as exempt from the excessive trading policy, the 30-Day Purchase Block may apply.

Intermediaries may maintain their underlying accounts directly with the fund, although they often establish an omnibus account (one account with the fund that represents multiple underlying shareholder accounts) on behalf of their customers. When intermediaries establish omnibus accounts in the T. Rowe Price funds, T. Rowe Price is not able to monitor the trading activity of the underlying shareholders. However, T. Rowe Price monitors aggregate trading activity at the intermediary (omnibus account) level in an attempt to identify activity that indicates potential excessive or short-term trading. If it detects suspicious trading activity, T. Rowe Price contacts the intermediary and may request personal identifying information and transaction histories for some or all underlying shareholders (including plan participants, if applicable). If T. Rowe Price believes that excessive or short-term trading has occurred, it will instruct the intermediary to impose restrictions to discourage such practices and take appropriate action with respect to the underlying shareholder, including restricting purchases for 30 calendar days or longer. There is no assurance that T. Rowe Price will be able to properly enforce its excessive trading policies for omnibus accounts. Because T. Rowe Price generally relies on intermediaries to provide information and impose restrictions for omnibus accounts, its ability to monitor and deter excessive trading will be dependent upon the intermediaries’ timely performance of their responsibilities.

T. Rowe Price may allow an intermediary or other third party to maintain restrictions on trading in the T. Rowe Price funds that differ from the 30-Day Purchase Block. An alternative excessive trading policy would be acceptable to T. Rowe Price if it believes that the policy would provide sufficient protection to the T. Rowe Price funds and their shareholders that is consistent with the excessive trading policy adopted by the funds’ Boards of Directors/Trustees.

Retirement Plan Accounts If shares are held in a retirement plan, generally the
30-Day Purchase Block applies only to shares redeemed by a participant-directed exchange to another fund. However, the 30-Day Purchase Block may apply to transactions other than exchanges depending on how shares of the plan are held at T. Rowe Price or the excessive trading policy applied by your plan’s recordkeeper. An alternative excessive trading policy may apply to the T. Rowe Price funds where a retirement plan has its own policy deemed acceptable to T. Rowe Price. You should contact T. Rowe Price or your plan recordkeeper to determine which of your transactions are subject to the funds’ 30-Day Purchase Block or an alternative policy.

There is no guarantee that T. Rowe Price will be able to identify or prevent all excessive or short-term trades or trading practices.

Keeping Your Account Open

Due to the relatively high cost to a fund of maintaining small accounts, we ask you to maintain an account balance of at least $1,000 ($10,000 for Summit Funds). If, for


  

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any reason, your balance is below this amount for three months or longer, we have the right to redeem your account at the then-current net asset value after giving you 60 days to increase your balance. This could result in a taxable gain.

Signature Guarantees

A Medallion signature guarantee is designed to protect you and the T. Rowe Price funds from fraud by verifying your signature.

You may need to have your signature guaranteed in certain situations, such as:

· Written requests: (1) to redeem over $100,000 or (2) to wire redemption proceeds when prior bank account authorization is not on file.

· Remitting redemption proceeds to any person, address, or bank account not on file.

· Transferring redemption proceeds to a T. Rowe Price fund account with a different registration (name or ownership) from yours.

· Establishing certain services after the account is opened.

The signature guarantee must be obtained from a financial institution that is a participant in a Medallion signature guarantee program. You can obtain a Medallion signature guarantee from most banks, savings institutions, broker-dealers, and other guarantors acceptable to T. Rowe Price. When obtaining a Medallion signature guarantee, please discuss with the guarantor the dollar amount of your proposed transaction. It is important that the level of coverage provided by the guarantor’s stamp covers the dollar amount of the transaction or it may be rejected. We cannot accept guarantees from notaries public or organizations that do not provide reimbursement in the case of fraud.

ACCOUNT SERVICE FEE

In an effort to help offset the disproportionately high costs incurred by the funds in connection with servicing lower-balance accounts, an annual $20 account service fee (paid to T. Rowe Price Services, Inc., or one of its affiliates) is charged to certain fund accounts with a balance below $10,000. The determination of whether a fund account is subject to the account service fee is based on account balances and services selected for accounts as of the last business day of August. The fee will be charged to an account with a balance below $10,000 for any reason, including market fluctuation and recent redemptions. The fee, which is automatically deducted from an account by redeeming fund shares, is typically charged to accounts in early September each calendar year.

The account service fee generally does not apply to fund accounts that are held through an intermediary, participant accounts in employer-sponsored retirement plans for which T. Rowe Price Retirement Plan Services provides recordkeeping


  

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services, or money funds that are used as a T. Rowe Price Brokerage sweep account. Regardless of a particular fund account’s balance on the last business day of August, the account service fee is automatically waived for accounts that satisfy any of the following conditions:

· Any accounts for which the shareholder has elected to receive electronic delivery of all of the following: account statements, transaction confirmations, and prospectuses and shareholder reports;

· Any accounts of a shareholder with at least $50,000 in total assets with T. Rowe Price (for this purpose, total assets includes investments in T. Rowe Price mutual funds, except for those held through a retirement plan for which T. Rowe Price Retirement Plan Services provides recordkeeping services; T. Rowe Price Brokerage; and T. Rowe Price variable annuities); or

· Any accounts of a shareholder who is a T. Rowe Price Preferred Services, Personal Services, or Enhanced Personal Services client (enrollment in these programs generally requires T. Rowe Price assets of at least $100,000—visit troweprice.com or call 1-800-537-1098 for more information).

T. Rowe Price reserves the right to authorize additional waivers for other types of accounts or to modify the conditions for assessment of the account service fee. Fund shares held in a T. Rowe Price individual retirement account, Education Savings Account, or small business retirement plan account (including certain 403(b) plan accounts) are subject to the account service fee and may be subject to additional administrative fees when distributing all fund shares from such accounts.


   

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ORGANIZATION AND MANAGEMENT

How is the fund organized?

The fund was incorporated in Maryland in 1973 and is an “open-end management investment company” or mutual fund. Mutual funds pool money received from shareholders and invest it to try to achieve specified objectives.

Shareholders have benefitted from T. Rowe Price’s investment management experience since 1937.

What is meant by “shares”?

As with all mutual funds, investors purchase shares when they put money in a fund. These shares are part of a fund’s authorized capital stock, but share certificates are not issued.

Each share and fractional share entitles the shareholder to:

· Receive a proportional interest in income and capital gain distributions.

· Cast one vote per share on certain fund matters, including the election of fund directors/trustees, changes in fundamental policies, or approval of changes in the fund’s management contract.

Do T. Rowe Price funds have annual shareholder meetings?

The funds are not required to hold annual meetings and, to avoid unnecessary costs to fund shareholders, do not do so except when certain matters, such as a change in fundamental policies, must be decided. In addition, shareholders representing at least 10% of all eligible votes may call a special meeting for the purpose of voting on the removal of any fund director or trustee. If a meeting is held and you cannot attend, you can vote by proxy. Before the meeting, the fund will send or make available to you proxy materials that explain the issues to be decided and include instructions on voting by mail or telephone or on the Internet.

Who runs the fund?

General Oversight

The fund is governed by a Board of Directors that meets regularly to review fund investments, performance, expenses, and other business affairs. The Board elects the fund’s officers. At least 75% of Board members are independent of T. Rowe Price and its affiliates (the “Firm”).

All decisions regarding the purchase and sale of fund investments are made by T. Rowe Price–specifically by the fund’s portfolio manager.


  

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Investment Adviser

T. Rowe Price is the fund’s investment adviser and oversees the selection of the fund’s investments and management of the fund’s portfolio. T. Rowe Price is a SEC-registered investment adviser that provides investment management services to individual and institutional investors, and sponsors and serves as adviser and sub-adviser to registered investment companies, institutional separate accounts, and common trust funds. The address for T. Rowe Price is 100 East Pratt Street, Baltimore, Maryland 21202. As of June 30, 2013, the Firm had approximately $614 billion in assets under management and provided investment management for more than 10 million individual and institutional investor accounts.

Portfolio Management

T. Rowe Price has established an Investment Advisory Committee with respect to the fund. The committee chairman has day-to-day responsibility for managing the fund’s portfolio and works with the committee in developing and executing the fund’s investment program. The members of the committee are as follows: Daniel O. Shackelford, Chairman, Steve Boothe, Brian J. Brennan, Christopher P. Brown, Geoffrey M. Hardin, Steven C. Huber, Alan D. Levenson, Andrew C. McCormick, Vernon A. Reid, Jr., David A. Tiberii, and Edward A. Wiese. The following information provides the year that the chairman first joined the Firm and the chairman’s specific business experience during the past five years (although the chairman may have had portfolio management responsibilities for a longer period). Mr. Shackelford became chairman of the committee in 2002. He joined the Firm in 1999 and his investment experience dates from 1981. He has served as a portfolio manager with the Firm throughout the past five years. The Statement of Additional Information provides additional information about the portfolio manager’s compensation, other accounts managed by the portfolio manager, and the portfolio manager’s ownership of fund shares.

The Management Fee

This fee has two parts–an “individual fund fee,” which reflects a fund’s particular characteristics, and a “group fee.” The group fee, which is designed to reflect the benefits of the shared resources of the T. Rowe Price investment management complex, is calculated daily based on the combined net assets of all T. Rowe Price funds (except the Spectrum Funds, Retirement Funds, TRP Reserve Investment Funds, and any index or private label mutual funds). The group fee schedule (in the following table) is graduated, declining as the asset total rises, so shareholders benefit from the overall growth in mutual fund assets.


  

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Group Fee Schedule

  

  0.334%*

First $50 billion

0.305%

Next $30 billion

0.300%

Next $40 billion

0.295%

Next $40 billion

0.290%

Next $60 billion

0.285%

Next $80 billion

0.280%

Next $100 billion

0.275%

Thereafter

* Represents a blended group fee rate containing various breakpoints.

The fund’s group fee is determined by applying the group fee rate to the fund’s average daily net assets. On May 31, 2013, the annual group fee rate was 0.30%. The individual fund fee, also applied to the fund’s average daily net assets, is 0.15%.

The expenses shown in the fee table in Section 1 are generally based on a fund’s prior fiscal year. In periods of market volatility, assets may decline significantly, causing total annual fund operating expenses to become higher than the numbers shown in the fee table.

A discussion about the factors considered by the Board and its conclusions in approving the fund’s investment management contract with T. Rowe Price appears in the fund’s annual report to shareholders for the period ended May 31.

Fund Operations and Shareholder Services

T. Rowe Price provides accounting services to the T. Rowe Price funds. T. Rowe Price Services, Inc. acts as the transfer and dividend disbursing agent and provides shareholder and administrative services to the funds. T. Rowe Price Retirement Plan Services, Inc. provides recordkeeping, sub-transfer agency, and administrative services for certain types of retirement plans investing in the funds. These companies receive compensation from the funds for their services. The funds may also pay third-party intermediaries for performing shareholder and administrative services for underlying shareholders in omnibus accounts. The fund also serves as an underlying fund in which certain fund-of-funds products, the T. Rowe Price Spectrum and/or Retirement Funds, invest. Subject to approval by the fund’s Board, the fund bears a proportional share of the operating expenses of the fund-of-funds products. All of the fees discussed above are included in the fees and expenses table under “Other expenses” and in the fund’s financial statements.

MORE INFORMATION ABOUT THE FUND AND ITS INVESTMENT RISKS

Consider your investment goals, your time horizon for achieving them, and your tolerance for risk. The fund may be appropriate for you if you seek an attractive level of income and are willing to accept the risk of a declining share price when interest


  

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rates rise. Steadily reinvesting the fund’s income is a conservative strategy for building capital over time. If you are investing primarily for safety and liquidity, you should consider a money fund.

The fund should offer higher yields than money and short-term bond funds and generally less volatility than longer-term bond funds. In addition, the portfolio is widely diversified among a broad range of fixed income securities, thus reducing the effect of a single bond’s price fluctuations on the fund’s share price or total return.

In addition to investing in a wide array of bonds and other debt instruments, the fund also uses interest rate futures and forward currency exchange contracts as part of its principal investment strategies. Interest rate futures are typically used to manage the fund’s duration and overall interest rate exposure, but may also be used as a tool to help manage significant cash flows into and out of the fund. Forward currency exchange contracts are used to protect the fund’s non-U.S. dollar-denominated holdings from adverse currency movements by hedging the fund’s foreign currency exposure back to the U.S. dollar, as well as to gain exposure to a currency believed to be appreciating in value versus other currencies.

The fund’s yield will vary. A fund’s yield is the annualized dividends earned for a given period (typically 30 days for bond funds), divided by the share price at the end of the period. A fund’s total return includes distributions from income and capital gains and the change in share price for a given period.

Credit quality refers to a bond issuer’s expected ability to make all required interest and principal payments on time. Because highly-rated issuers represent less risk, they can borrow at lower interest rates than less-creditworthy issuers. Therefore, a fund investing in high-quality securities should have a lower yield than an otherwise comparable fund investing in lower-quality securities.

Every bond has a stated maturity date when the issuer must repay the bond’s entire principal value to the investor. However, many bonds are “callable,” meaning their principal can be repaid before the stated maturity date. Bonds are most likely to be called when interest rates are falling because the issuer can refinance at a lower rate, just as a homeowner refinances a mortgage when interest rates fall. In that environment, a bond’s “effective maturity” is usually its nearest call date. For example, the rate at which homeowners pay down their mortgage principal determines the effective maturity of mortgage-backed bonds.

Mortgage-backed securities differ from other high-quality bonds in one major respect. Non-mortgage bonds generally repay principal (face value of the bond) when their maturity date is reached, but most mortgage-backed securities repay principal continually as homeowners make mortgage payments. Homeowners have the option of paying either part or all of the loan balance before maturity, perhaps to refinance or buy a new home. As a result, the effective maturity of a mortgage-backed security is virtually always shorter than its stated maturity. For example, a newly issued pass-through certificate backed by 30-year, fixed rate mortgages will generally have a far


  

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shorter life than 30 years - probably 12 years or less. Therefore, it will usually be about as volatile as a 10-year Treasury bond. It is possible to estimate the average life of an entire mortgage pool backing a particular security with some accuracy, but not with certainty.

A bond fund has no real maturity, but it does have a weighted average maturity and a weighted average effective maturity. Each of these numbers is an average of the stated or effective maturities of the underlying bonds, with each bond’s maturity “weighted” by the percentage of fund assets it represents. (The fund’s average effective maturity is calculated by reference to the nearest mortgage prepayment dates, call dates, or coupon reset dates of the underlying holdings.) Some funds utilize effective maturities rather than stated maturities when managing a fund to a certain average maturity, which provides additional flexibility in portfolio management.

Duration is a calculation that seeks to measure the price sensitivity of a bond or a bond fund to changes in interest rates. It is expressed in years, like maturity, but it is a better indicator of price sensitivity than maturity because it takes into account the time value of cash flows generated over the bond’s life. Future interest and principal payments are discounted to reflect their present value and then multiplied by the number of years they will be received to produce a value expressed in years–the duration. “Effective” duration takes into account call features and sinking fund payments that may shorten a bond’s life.

Since duration can be computed for bond funds, you can estimate the effect of interest rate fluctuations on share prices by multiplying fund duration by an expected change in interest rates. For example, the price of a bond fund with a duration of five years would be expected to fall approximately 5% if rates rose by one percentage point. A bond fund with a longer duration will generally be more sensitive to changes in interest rates than a bond fund with a shorter duration. (A bond fund’s duration is shown in its shareholder report.)

As with any mutual fund, there is no guarantee the fund will achieve its objective. The fund’s share price fluctuates, which means you could lose money when you sell your shares of the fund. The income level of the fund will change with market conditions and interest rate levels.

Some particular risks affecting the fund include the following:

Market risk The market price of securities owned by the fund may go up or down, sometimes rapidly or unpredictably. Securities may decline in value due to factors affecting securities markets generally or particular industries represented in the securities markets. The value of a security may decline due to general market conditions which are not specifically related to a particular issuer, such as real or perceived adverse economic conditions, changes in the general outlook for an issuer’s financial condition, changes in interest or currency rates or adverse investor sentiment generally. The value of a security may also decline due to factors which


  

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affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry.

Interest rate risk This is the risk that interest rates will increase, causing a decline in bond prices. (Bond prices and interest rates usually move in opposite directions.) Prices fall because the bonds and notes in the fund’s portfolio become less attractive to other investors when securities with higher yields become available. Generally, securities with longer maturities and funds with longer weighted average maturities have greater interest rate risk. As a result, in a rising interest rate environment, the net asset value of a fund with a longer weighted average maturity typically decreases at a faster rate than the net asset value of a fund with a shorter weighted average maturity. Because the fund may invest in debt securities of any maturity, it carries more interest rate risk than a fund that invests in shorter-term securities.

Credit risk This is the risk that an issuer of a debt security held by the fund will default (fail to make scheduled payments), potentially reducing the fund’s income and share price. This risk is increased when a portfolio security is downgraded or the perceived creditworthiness of an issuer or counterparty deteriorates.

Liquidity risk This is the risk that a fund may not be able to sell a holding in a timely manner at a desired price. Sectors of the bond market can experience sudden downturns in trading activity. During periods of reduced market liquidity, the spread between the price at which a security can be bought and the price at which it can be sold can widen, and the fund may not be able to sell a holding readily at a price that reflects what the fund believes it should be worth. Less liquid securities can also become more difficult to value.

Foreign investing risk To the extent a fund holds foreign securities, it will be subject to special risks, whether the securities are denominated in U.S. dollars or foreign currencies. These risks include potentially adverse political and economic conditions overseas, greater volatility, lower liquidity, and the possibility that foreign currencies will decline against the dollar, lowering the value of securities denominated in those currencies and possibly a fund’s share price.

Prepayment risk This is the risk that a fund investing in mortgage-backed securities, certain asset-backed securities, and other debt securities that have embedded call options can be hurt when interest rates fall because borrowers tend to refinance and prepay principal. Receiving increasing prepayments in a falling interest rate environment causes the average maturity of the portfolio to shorten, reducing its potential for price gains. It also requires the fund to reinvest proceeds at lower interest rates, which reduces the fund’s total return and yield, and could result in a loss if bond prices fall below the level that the fund paid for them.

Extension risk This is the risk that a rise in interest rates or lack of refinancing opportunities can cause a fund’s average maturity to lengthen unexpectedly due to a drop in expected prepayments of mortgage-backed securities, asset-backed securities,


  

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and callable debt securities. This would increase a fund’s sensitivity to rising rates and its potential for price declines.

Derivatives risk The fund’s use of interest rate futures and forward currency exchange contracts exposes the fund to additional volatility in comparison to investing directly in bonds and other debt instruments. These instruments can experience reduced liquidity and become difficult to value, and any of these instruments not traded on an exchange are subject to the risk that a counterparty to the transaction will fail to meet its obligations under the derivatives contract. The use of these instruments involves the risks that anticipated interest rate movements and changes in currency movements will not be accurately predicted.

Efforts to reduce risk Consistent with the fund’s objective, the portfolio manager uses various tools to try to reduce risk and increase total return, including:

· Attempting to reduce the impact of a single holding or sector on the fund’s net asset value.

· Thorough credit research by our own analysts.

· Adjusting fund duration to try to reduce the drop in the fund’s price when interest rates rise or to benefit from the rise in price when rates fall.

In addition to the fund’s normal investments, the fund may employ other strategies that are not considered part of its principal investment strategies. Such investments may include other securities and, to a limited extent, other types of derivatives than those described in the fund’s principal strategies.

A derivative involves risks different from, and possibly greater than, the risks associated with investing directly in the assets on which the derivative is based. Derivatives can be highly volatile, illiquid, and difficult to value, and changes in the value of a derivative may not properly correlate with changes in the value of the underlying asset, reference rate, or index. A fund could be exposed to significant losses if it is unable to close a derivatives position due to the lack of a liquid secondary trading market. Derivatives involve the risk that a counterparty to the derivatives agreement will fail to make required payments or comply with the terms of the agreement. There is also the possibility that limitations or trading restrictions may be imposed by an exchange or government regulation, which could adversely impact the value and liquidity of a derivatives contract subject to such regulation.

Recent legislation calls for a new regulatory framework for the derivatives markets. The full extent and impact of new regulations are not certain at this time. New regulations have made the use of derivatives by funds more costly, may limit the availability of certain types of derivatives, and may otherwise adversely affect the value or performance of derivatives used by funds.

The Statement of Additional Information contains more detailed information about the fund and its investments, operations, and expenses.


  

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INVESTMENT POLICIES AND PRACTICES

This section takes a detailed look at some of the types of fund securities and the various kinds of investment practices that may be used in day-to-day portfolio management. Fund investments are subject to further restrictions and risks described in the Statement of Additional Information.

Shareholder approval is required to substantively change fund objectives. Shareholder approval is also required to change certain investment restrictions noted in the following section as “fundamental policies.” Portfolio managers also follow certain “operating policies” that can be changed without shareholder approval.

Fund holdings of certain kinds of investments cannot exceed maximum percentages of total assets, which are set forth in this prospectus. For instance, fund investments in certain derivatives are limited to 10% of total assets. While these restrictions provide a useful level of detail about fund investments, investors should not view them as an accurate gauge of the potential risk of such investments. For example, in a given period, a 5% investment in derivatives could have significantly more of an impact on a fund’s share price than its weighting in the portfolio. The net effect of a particular investment depends on its volatility and the size of its overall return in relation to the performance of all other fund investments.

Certain investment restrictions, such as a required minimum or maximum investment in a particular type of security, are measured at the time a fund purchases a security. The status, market value, maturity, credit quality, or other characteristics of a fund’s securities may change after they are purchased, and this may cause the amount of a fund’s assets invested in such securities to exceed the stated maximum restriction or fall below the stated minimum restriction. If any of these changes occur, it would not be considered a violation of the investment restriction and will not require the sale of an investment if it was proper at the time it was made (this exception does not apply to a fund’s borrowing policy). However, purchases by a fund during the time it is above or below the stated percentage restriction would be made in compliance with applicable restrictions.

Changes in fund holdings, fund performance, and the contribution of various investments to fund performance are discussed in the shareholder reports.

Portfolio managers have considerable discretion in choosing investment strategies and selecting securities they believe will help achieve fund objectives.

Types of Portfolio Securities

In seeking to meet its investment objective, fund investments may be made in any type of security or instrument (including certain potentially high-risk derivatives described in this section) whose investment characteristics are consistent with its investment program. The following pages describe various types of fund holdings and investment management practices.


  

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Diversification As a fundamental policy, the fund will not purchase a security if, as a result, with respect to 75% of its total assets, more than 5% of the fund’s total assets would be invested in securities of a single issuer or more than 10% of the outstanding voting securities of the issuer would be held by the fund. These limitations do not apply to fund purchases of securities issued or guaranteed by the U.S. government, its agencies, or instrumentalities.

Bonds

A bond is an interest-bearing security. The issuer has a contractual obligation to pay interest at a stated rate on specific dates and to repay principal (the bond’s face value) on a specified date. An issuer may have the right to redeem or “call” a bond before maturity, and the investor may have to reinvest the proceeds at lower market rates. Bonds can be issued by U.S. and foreign governments, states, and municipalities, as well as a wide variety of companies.

A bond’s annual interest income, set by its coupon rate, is usually fixed for the life of the bond. Its yield (income as a percent of current price) will fluctuate to reflect changes in interest rate levels. A bond’s price usually rises when interest rates fall and vice versa, so its yield stays consistent with current market conditions.

Conventional fixed rate bonds offer a coupon rate for a fixed maturity with no adjustment for inflation. Real rate of return bonds also offer a fixed coupon but include ongoing inflation adjustments for the life of the bond.

Bonds may be unsecured (backed by the issuer’s general creditworthiness only) or secured (also backed by specified collateral). Bonds include asset- and mortgage-backed securities.

Certain bonds have interest rates that are adjusted periodically. These interest rate adjustments tend to minimize fluctuations in the bonds’ principal values. The maturity of those securities may be shortened under certain specified conditions.

Municipal Securities

The fund may invest in municipal notes and bonds, which are interest-bearing securities issued by state and local governments and governmental authorities to pay for public projects and services. The issuer of a municipal security has a contractual obligation to pay interest at a stated rate and to repay principal (the bond’s face value) on a specified date. An issuer may have the right to redeem or “call” a bond before maturity, which could require reinvestment of the proceeds at lower rates. The fund may purchase insured municipal bonds, which provide a guarantee that the bond’s interest and principal will be paid when due if the issuing entity defaults. Municipal bond insurance does not guarantee the price of the bond.

Income received from most municipal securities is exempt from federal income taxes. As a result, the yield on a municipal bond is typically lower than the yield on a taxable bond of similar quality and maturity. Like a taxable bond, a municipal bond’s


  

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price usually rises when interest rates fall and vice versa so its yield stays consistent with current market conditions.

Bond investments may include Build America Bonds issued by state and local governments to finance capital expenditures for which they otherwise could issue tax-exempt governmental bonds. Unlike most other municipal obligations, interest received on Build America Bonds is taxable to the bondholder. These include bonds on which the issuer may receive an interest payment subsidy directly from the U.S. Treasury, known as direct pay Build America Bonds, and bonds on which the investor may receive a tax credit, known as tax credit Build America Bonds.

Common and Preferred Stocks

Stocks represent shares of ownership in a company. Generally, preferred stock has a specified dividend and ranks after bonds and before common stocks in its claim on income for dividend payments and on assets should the company be liquidated. After other claims are satisfied, common stockholders participate in company profits on a pro-rata basis; profits may be paid out in dividends or reinvested in the company to help it grow. Increases and decreases in earnings are usually reflected in a company’s stock price, so common stocks generally have the greatest appreciation and depreciation potential of all corporate securities. Unlike common stock, preferred stock does not ordinarily carry voting rights. While most preferred stocks pay a dividend, a fund may decide to purchase preferred stock where the issuer has omitted, or is in danger of omitting, payment of its dividend.

Convertible Securities and Warrants

Investments may be made in debt or preferred equity securities that are convertible into, or exchangeable for, equity securities at specified times in the future and according to a certain exchange ratio. Convertible bonds are typically callable by the issuer, which could in effect force conversion before the holder would otherwise choose. Traditionally, convertible securities have paid dividends or interest at rates higher than common stocks but lower than nonconvertible securities. They generally participate in the appreciation or depreciation of the underlying stock into which they are convertible, but to a lesser degree than common stock. Some convertible securities combine higher or lower current income with options and other features. Warrants are options to buy, directly from the issuer, a stated number of shares of common stock at a specified price anytime during the life of the warrants (generally, two or more years). Warrants can be highly volatile, have no voting rights, and pay no dividends.

Operating policy The fund may invest up to 20% of total assets in preferred stocks and securities that are convertible into, or which carry warrants for, common stocks or other equity securities. Under normal conditions, the fund does not expect to directly purchase common stocks. However, the fund may occasionally hold shares of common stock that were received through a reorganization, restructuring, exercise, exchange, conversion, or similar action.


  

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Foreign Securities

Investments may be made in foreign securities. These include nondollar-denominated securities traded outside of the U.S. and dollar-denominated securities of foreign issuers traded in the U.S. (such as Yankee bonds). Investing in foreign securities involves special risks that can increase the potential for losses. These include: exposure to potentially adverse local, political, social, and economic developments such as war, political instability, hyperinflation, currency devaluations, and overdependence on particular industries; government interference in markets such as nationalization and exchange controls, expropriation of assets, or imposition of punitive taxes; potentially lower liquidity and higher volatility; possible problems arising from accounting, disclosure, settlement, and regulatory practices and legal rights that differ from U.S. standards; and the chance that fluctuations in foreign exchange rates will decrease the investment’s value (favorable changes can increase its value). These risks are heightened for a fund’s investments in emerging markets.

Operating policy There is no limit on fund investments in U.S. dollar-denominated debt securities issued by foreign issuers, foreign branches of U.S. banks, and U.S. branches of foreign banks. The fund may also invest up to 20% of total assets (excluding reserves) in non-U.S. dollar-denominated foreign debt securities. Subject to the overall limit on fund investments in foreign debt securities, there is no limit on the amount of foreign investments that may be made in emerging markets.

Mortgage-Backed Securities

A fund may invest in a variety of mortgage-backed securities. Mortgage lenders pool individual home mortgages with similar characteristics to back a certificate or bond, which is sold to investors such as the fund. Interest and principal payments generated by the underlying mortgages are passed through to the investors. The “big three” issuers are the Government National Mortgage Association, the Federal National Mortgage Association, and the Federal Home Loan Mortgage Corporation. Government National Mortgage Association certificates are backed by the full faith and credit of the U.S. government, while others, such as the Federal National Mortgage Association and Federal Home Loan Mortgage Corporation certificates, are only supported by the ability to borrow from the U.S. Treasury or by the credit of the agency. (Since September 2008, the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation have operated under conservatorship of the Federal Housing Finance Agency, an independent federal agency.) Private mortgage bankers and other institutions also issue mortgage-backed securities.

Mortgage-backed securities are subject to scheduled and unscheduled principal payments as homeowners pay down or prepay their mortgages. As these payments are received, they must be reinvested when interest rates may be higher or lower than on the original mortgage security. Therefore, these securities are not an effective means of locking in long-term interest rates. In addition, when interest rates fall, the rate of mortgage prepayments tends to increase. These refinanced mortgages are paid off at face value or “par,” causing a loss for any investor who may have purchased the


  

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security at a price above par. In such an environment, this risk limits the potential price appreciation of these securities and can negatively affect a fund’s net asset value. When interest rates rise, the prices of mortgage-backed securities can be expected to decline. In addition, when interest rates rise and prepayments slow, the effective duration of mortgage-backed securities extends, resulting in increased price volatility.

Operating policy There is no limit on fund investments in mortgage-backed securities.

Other types of mortgage-backed securities in which the fund may invest include:

Collateralized Mortgage Obligations Collateralized mortgage obligations are debt securities that are fully collateralized by a portfolio of mortgages or mortgage-backed securities including Government National Mortgage Association, Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, and non-agency-backed mortgages. All interest and principal payments from the underlying mortgages are passed through to the collateralized mortgage obligations in such a way as to create different classes with varying risk characteristics, payment structures, and maturity dates. Collateralized mortgage obligation classes may pay fixed or variable rates of interest, and certain classes have priority over others with respect to the receipt of prepayments and allocation of defaults.

Stripped Mortgage Securities Stripped mortgage securities are created by separating the interest and principal payments generated by a pool of mortgage-backed securities or a collateralized mortgage obligation to create additional classes of securities. Generally, one class receives interest-only payments and another receives principal-only payments. Unlike other mortgage-backed securities and principal-only strips, the value of interest-only strips tends to move in the same direction as interest rates. A fund can use interest-only strips as a hedge against falling prepayment rates (when interest rates are rising) and/or in an unfavorable market environment. Principal-only strips can be used as a hedge against rising prepayment rates (when interest rates are falling) and/or in a favorable market environment. Interest-only strips and principal-only strips are acutely sensitive to interest rate changes and to the rate of principal prepayments.

A rapid or unexpected increase in prepayments can severely depress the price of interest-only strips, while a rapid or unexpected decrease in prepayments could have the same effect on principal-only strips. Of course, under the opposite conditions these securities may appreciate in value. These securities can be very volatile in price and may have less liquidity than most other mortgage-backed securities. Certain non-stripped collateralized mortgage obligation classes may also exhibit these qualities, especially those that pay variable rates of interest that adjust inversely with, and more rapidly than, short-term interest rates. In addition, if interest rates rise rapidly and prepayment rates slow more than expected, certain collateralized mortgage obligation classes, in addition to losing value, can exhibit characteristics of long-term securities and become more volatile. There is no guarantee that a fund’s investments in


  

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collateralized mortgage obligations, interest-only strips, or principal-only strips will be successful, and a fund’s total return could be adversely affected as a result.

Operating policy Fund investments in stripped mortgage securities are limited to 10% of total assets.

Commercial Mortgage-Backed Securities Commercial mortgage-backed securities are securities created from a pool of commercial mortgage loans, such as loans for hotels, shopping centers, office buildings, and apartment buildings. Interest and principal payments from the loans are passed on to the investor according to a schedule of payments. Credit quality depends primarily on the quality of the loans themselves and on the structure of the particular deal. Generally, deals are structured with senior and subordinate classes. The degree of subordination is determined by the rating agencies who rate the individual classes of the structure. Commercial mortgages are generally structured with prepayment penalties, which greatly reduce prepayment risk to the investor. However, the value of these securities may change because of actual or perceived changes in the creditworthiness of the individual borrowers, their tenants, the servicing agents, or the general state of commercial real estate. There is no limit on fund investments in these securities.

Asset-Backed Securities

An underlying pool of assets, such as credit card or automobile trade receivables or corporate loans or bonds, backs these bonds and provides the interest and principal payments to investors. On occasion, the pool of assets may also include a swap obligation, which is used to change the cash flows on the underlying assets. As an example, a swap may be used to allow floating rate assets to back a fixed rate obligation. Credit quality depends primarily on the quality of the underlying assets, the level of any credit support provided by the structure or by a third-party insurance wrap, and the credit quality of the swap counterparty. The underlying assets (i.e., loans) are sometimes subject to prepayments, which can shorten the security’s effective maturity and may lower its return. The value of these securities also may change because of actual or perceived changes in the creditworthiness of the individual borrowers, the originator, the servicing agent, the financial institution providing the credit support, or the swap counterparty. There is no limit on fund investments in asset-backed securities.

Inflation-Linked Securities

Inflation-linked securities are income-generating instruments whose interest and principal payments are adjusted for inflation—a sustained increase in prices of goods and services that erodes the purchasing power of money. Treasury inflation-protected securities are inflation-linked securities issued by the U.S. government. Inflation-linked bonds are also issued by corporations, U.S. government agencies, and foreign countries. The inflation adjustment, which is typically applied monthly to the principal of the bond, follows a designated inflation index, such as the consumer price index. A fixed coupon rate is applied to the inflation-adjusted principal so that


  

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as inflation rises, both the principal value and the interest payments increase. This can provide investors with a hedge against inflation, as it helps preserve the purchasing power of your investment. Because of this inflation-adjustment feature, inflation-protected bonds typically have lower yields than conventional fixed rate bonds.

Inflation-protected bonds normally will decline in price when real interest rates rise. (A real interest rate is calculated by subtracting the inflation rate from a nominal interest rate. For example, if a 10-year Treasury note is yielding 5% and inflation expectations for the next 10 years are 2%, the real interest rate is 3%.) If inflation is negative, the principal and income of an inflation-protected bond could decline and result in losses for the fund.

Noninvestment-Grade Debt Instruments

The fund’s investments in noninvestment-grade companies can include loan participations and assignments, as well as “junk” bonds. Investment in loans involve special types of risk, including those of being a direct lender and reduced liquidity. The price and yield of junk bonds can be expected to fluctuate more than the price and yield of higher-quality bonds.

Investments involving below investment-grade issuers or borrowers are regarded as more volatile than investment-grade bonds and have greater risk with respect to the issuer’s continuing ability to meet principal and interest payments. Normally, the fund will invest in loans and junk bonds through investments in other T. Rowe Price funds that concentrate their investments in these areas.

Operating policy Fund investments in noninvestment-grade securities and loans are limited to 5% of total assets.

Derivatives and Leverage

A derivative is a financial instrument whose value is derived from an underlying security such as a stock or bond or from a market benchmark, such as an interest rate index. Many types of investments representing a wide range of risks and potential rewards may be considered derivatives, including conventional instruments such as futures and options, as well as other potentially more complex investments such as swaps and structured notes. The use of derivatives can involve leverage. Leverage has the effect of magnifying returns, positively or negatively. The effect on returns will depend on the extent to which an investment is leveraged. For example, an investment of $1, leveraged at 2 to 1, would have the effect of an investment of $2. Leverage ratios can be higher or lower with a corresponding effect on returns. The fund may use derivatives in certain situations to help accomplish any or all of the following: to hedge against a decline in principal value, to increase yield, to manage exposure to changes in interest or currency exchange rates, to invest in eligible asset classes with greater efficiency and at a lower cost than is possible through direct investment, or to adjust portfolio duration or credit risk exposure.


  

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While individual fund investments may involve leverage, the fund will not invest in any high-risk, highly leveraged derivative instrument that, at the time of entering into the derivative transaction, is expected to cause the overall price volatility of the portfolio to be meaningfully greater than that of a long-term (over 10-year maturity) investment-grade bond.

Derivatives that may be used include the following as well as others that combine the risk characteristics and features of futures, options, and swaps:

Futures and Options Futures, a type of potentially high-risk derivative, are often used to manage or hedge risk because they enable the investor to buy or sell an asset in the future at an agreed-upon price. Options, another type of potentially high-risk derivative, give the investor the right (when the investor purchases the option), or the obligation (when the investor “writes” or sells the option), to buy or sell an asset at a predetermined price in the future. Futures and options contracts may be bought or sold for any number of reasons, including to manage exposure to changes in interest rates, bond prices, foreign currencies, and credit quality; as an efficient means of increasing or decreasing a fund’s exposure to a specific part or broad segment of the U.S. market or a foreign market; in an effort to enhance income; to protect the value of portfolio securities; to serve as a cash management tool; and to adjust portfolio duration or credit risk exposure. Call or put options may be purchased or sold on securities, futures, and financial indexes. A fund may choose to continue a futures contract by “rolling over” an expiring futures contract into an identical contract with a later maturity date. This could increase the fund’s transaction costs and portfolio turnover rate.

Futures contracts and options may not always be successful hedges; their prices can be highly volatile; using them could lower a fund’s total return; and the potential loss from the use of futures can exceed a fund’s initial investment in such contracts.

Operating policies Initial margin deposits on futures and premiums on options used for non-hedging purposes will not exceed 5% of a fund’s net asset value. The total market value of securities covering call or put options may not exceed 25% of total assets. No more than 5% of total assets will be committed to premiums when purchasing call or put options.

Swaps Fund investments may be made in interest rate, index, total return, credit default, and other types of swap agreements, as well as options on swaps, commonly referred to as “swaptions,” and interest rate swap futures, which are instruments that provide a way to obtain swap exposure and the benefits of futures in one contract. All of these agreements are considered derivatives and, in certain cases, high-risk derivatives. Interest rate, index, and total return swaps are two-party contracts under which a fund and a counterparty, such as a broker or dealer, agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or indexes. Credit default swaps are agreements where one party (the protection buyer) will make periodic payments to another party (the


  

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protection seller) in exchange for protection against specified credit events, such as defaults and bankruptcies related to an issuer or underlying credit instrument. Swap futures are futures contracts on interest rate swaps that enable purchasers to settle in cash at a future date at the price determined by a specific benchmark rate at the end of a fixed period. Swaps, swaptions, and swap futures can be used for a variety of purposes, including to manage a fund’s overall exposure to changes in interest or foreign currency exchange rates and credit quality; as an efficient means of adjusting a fund’s exposure to certain markets; in an effort to enhance income or total return or protect the value of portfolio securities; to serve as a cash management tool; and to adjust portfolio duration or credit risk exposure.

There are risks in the use of swaps and related instruments. Swaps could result in losses if interest or foreign currency exchange rates or credit quality changes are not correctly anticipated by a fund. Total return swaps could result in losses if the reference index, security, or investments do not perform as anticipated. Credit default swaps can increase a fund’s exposure to credit risk and could result in losses if evaluation of the creditworthiness of the counterparty, or of the company or government on which the credit default swap is based, is incorrect. The use of swaps, swaptions, and swap futures may not always be successful. Using them could lower a fund’s total return, their prices can be highly volatile, and the potential loss from the use of swaps can exceed a fund’s initial investment in such instruments. Also, the other party to a swap agreement could default on its obligations or refuse to cash out a fund’s investment at a reasonable price, which could turn an expected gain into a loss. Although there should be minimal counterparty risk associated with investments in interest rate swap futures, a fund could experience delays and/or losses due to the bankruptcy of a swap dealer through which the fund engaged in the transaction.

Operating policies A swap agreement with any single counterparty will not be entered into if the net amount owed or to be received under existing contracts with that party would exceed 5% of total assets or if the net amount owed or to be received by the fund under all outstanding swap agreements will exceed 10% of total assets. For swaptions, the total market value of securities covering call or put options may not exceed 25% of total assets. No more than 5% of total assets will be committed to premiums when purchasing call or put swaptions.

Hybrid Instruments These instruments (a type of potentially high-risk derivative) can combine the characteristics of securities, futures, and options. For example, the principal amount or interest rate of a hybrid could be tied (positively or negatively) to the price of some commodity, currency, security, or securities index or another interest rate (each a “benchmark”). Hybrids can be used as an efficient means of pursuing a variety of investment goals, including currency hedging, duration management, and increased total return. Hybrids may or may not bear interest or pay dividends. The value of a hybrid or its interest rate may be a multiple of a benchmark and, as a result, may be leveraged and move (up or down) more steeply and rapidly


  

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than the benchmark. These benchmarks may be sensitive to economic and political events, such as commodity shortages and currency devaluations, which cannot be readily foreseen by the purchaser of a hybrid. Under certain conditions, the redemption value of a hybrid could be zero. Thus, an investment in a hybrid may entail significant market risks that are not associated with a similar investment in a traditional, U.S. dollar-denominated bond that has a fixed principal amount and pays a fixed rate or floating rate of interest. The purchase of hybrids also exposes the fund to the credit risk of the issuer of the hybrid. These risks may cause significant fluctuations in the net asset value of the fund.

Hybrids can have volatile prices and limited liquidity, and their use may not be successful.

Operating policy Fund investments in hybrid instruments are limited to 10% of total assets.

Currency Derivatives The fund may engage in foreign currency transactions either on a spot (cash) basis at the rate prevailing in the currency exchange market at the time or through forward currency exchange contracts, which are contracts between two counterparties to exchange one currency for another on a future date at a specified exchange rate. In addition to foreign currency forwards, futures, swaps, and options on foreign currencies may also be used to protect a fund’s foreign securities from adverse currency movements relative to the U.S. dollar, as well as to gain exposure to currencies and markets expected to increase or decrease in value relative to other currencies or securities.

The fund may attempt to hedge its exposure to potentially unfavorable currency changes. Forward currency contracts can be used to adjust the foreign exchange exposure of the fund with a view to protecting the portfolio from adverse currency movements, based on T. Rowe Price’s outlook. However, forward currency contracts can also be used in an effort to benefit from a currency believed to be appreciating in value versus other currencies. The fund may invest in non-U.S. currencies directly without holding any non-U.S. securities denominated in those currencies.

Forward currency contracts involve special risks, including, but not limited to, the potential for significant volatility in currency markets, and the risk that in certain markets, particularly emerging markets, it is not possible to engage in effective foreign currency hedging. In addition, such transactions involve the risk that currency movements will not occur as anticipated by T. Rowe Price, which could reduce a fund’s total return.

The fund may enter into foreign currency transactions under the following circumstances:

Lock In When the fund desires to lock in the U.S. dollar price on the purchase or sale of a security denominated in a foreign currency.


  

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Cross Hedge If a particular currency is expected to decrease in value relative to another currency, the fund may sell the currency expected to decrease and purchase a currency that is expected to increase against the currency sold. The fund’s cross hedging transactions may involve currencies in which the fund’s holdings are denominated. However, the fund is not required to own securities in the particular currency being purchased or sold.

Direct Hedge If the fund seeks to eliminate substantially all of the risk of owning a particular currency or believes the portfolio could benefit from price appreciation in a given country’s bonds but did not want to hold the currency, it could employ a direct hedge back into the U.S. dollar. In either case, a fund would enter into a forward contract to sell the currency in which a portfolio security is denominated and purchase U.S. dollars at an exchange rate established at the time it initiated the contract. The cost of the direct hedge transaction may offset most, if not all, of the yield advantage offered by the foreign security, but the fund would hope to benefit from an increase (if any) in the value of the bond.

Proxy Hedge In certain circumstances, a different currency may be substituted for the currency in which the investment is denominated, as part of a strategy known as proxy hedging. In this case, the fund, having purchased a security, will sell a currency whose value is believed to be closely linked to the currency in which the security is denominated. This type of hedging entails greater risk than a direct hedge because it is dependent on a stable relationship between the two currencies paired as proxies, and that relationship may not always be maintained. The fund may also use these instruments to create a synthetic bond, which is issued in one currency with the currency component transformed into another currency.

Costs of Hedging When the fund purchases a foreign bond with a higher interest rate than is available on U.S. bonds of a similar maturity, the additional yield on the foreign bond could be substantially lessened if the fund were to enter into a direct hedge by selling the foreign currency and purchasing the U.S. dollar. This is what is known as the “cost” of hedging. A proxy hedge, which is less costly than a direct hedge, may attempt to reduce this cost through an indirect hedge back to the U.S. dollar.

It is important to note that hedging costs are treated as capital transactions and are not, therefore, deducted from a fund’s dividend distribution and are not reflected in its yield. Instead, such costs will, over time, be reflected in a fund’s net asset value per share and total return. Hedging may result in the application of the mark-to-market and straddle provisions of the Internal Revenue Code. These provisions could result in an increase (or decrease) in the amount of taxable dividends paid by the funds and could affect whether dividends paid by the funds are classified as capital gains or ordinary income.

Operating policy The fund will not commit more than 20% of total assets to any combination of currency derivatives.


  

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Investments in Other Investment Companies

A fund may invest in other investment companies, including open-end funds, closed-end funds, and exchange-traded funds.

A fund may purchase the securities of another investment company to temporarily gain exposure to a portion of the market while awaiting purchase of securities or as an efficient means of gaining exposure to a particular asset class. The fund might also purchase shares of another investment company to gain exposure to the securities in the investment company’s portfolio at times when the fund may not be able to buy those securities directly. Any investment in another investment company would be consistent with the fund’s objective and investment program.

The risks of owning another investment company are generally similar to the risks of investing directly in the securities in which that investment company invests. However, an investment company may not achieve its investment objective or execute its investment strategy effectively, which may adversely affect the fund’s performance. In addition, because closed-end funds and exchange-traded funds trade on a secondary market, their shares may trade at a premium or discount to the actual net asset value of their portfolio securities and their shares may have greater volatility because of the potential lack of liquidity.

As a shareholder of an investment company not sponsored by T. Rowe Price, the fund must pay its pro-rata share of that investment company’s fees and expenses. The fund’s investments in non-T. Rowe Price investment companies are subject to the limits that apply to investments in other funds under the Investment Company Act of 1940 or under any applicable exemptive order.

A fund may also invest in certain other T. Rowe Price funds as a means of gaining efficient and cost-effective exposure to certain asset classes, provided the investment is consistent with the fund’s investment program and policies. Such an investment could allow the fund to obtain the benefits of a more diversified portfolio than might otherwise be available through direct investments in the asset class, and will subject the fund to the risks associated with the particular asset class. Examples of asset classes in which other T. Rowe Price mutual funds concentrate their investments include high yield bonds, floating rate loans, international bonds, emerging market bonds, real assets equities, and emerging market stocks. If the fund invests in another T. Rowe Price fund, the management fee paid by the fund will be reduced to ensure that the fund does not incur duplicate management fees as a result of its investment.

Illiquid Securities

Some fund holdings may be considered illiquid because they are subject to legal or contractual restrictions on resale or because they cannot be sold in the ordinary course of business within seven days at approximately the prices at which they are valued. The determination of liquidity involves a variety of factors. Illiquid securities may include private placements that are sold directly to a small number of investors, usually institutions. Unlike public offerings, such securities are not registered with


  

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43

the SEC. Although certain of these securities may be readily sold and deemed liquid, for example under Rule 144A of the Securities Act of 1933, others may have resale restrictions and can be illiquid. The sale of illiquid securities may involve substantial delays and additional costs, and a fund may only be able to sell such securities at prices substantially less than what it believes they are worth.

Operating policy Fund investments in illiquid securities are limited to 15% of net assets.

Types of Investment Management Practices

Reserve Position

A certain portion of fund assets may be held in reserves. Fund reserve positions can consist of: 1) shares of a T. Rowe Price internal money fund or short-term bond fund; 2) short-term, high-quality U.S. and foreign dollar-denominated money market securities, including repurchase agreements; and 3) U.S. dollar or non-U.S. dollar currencies. For temporary, defensive purposes, there is no limit on a fund’s holdings in reserves. If a fund has significant holdings in reserves, it could compromise the fund’s ability to achieve its objectives. The reserve position provides flexibility in meeting redemptions, paying expenses and managing cash flows into a fund, and can serve as a short-term defense during periods of unusual market volatility. Non-U.S. dollar reserves are subject to currency risk.

When-Issued Securities and Forwards

A fund may purchase securities on a when-issued or delayed delivery basis or may purchase or sell securities on a forward commitment basis. There is no limit on fund investments in these securities. The price of these securities is fixed at the time of the commitment to buy, but delivery and payment take place after the customary settlement period for that type of security (often a month or more later). During the interim period, the price and yield of the securities can fluctuate, and typically no interest accrues to the purchaser. At the time of delivery, the market value of the securities may be more or less than the purchase or sale price. To the extent the fund remains fully or almost fully invested (in securities with a remaining maturity of more than one year) at the same time it purchases these securities, there will be greater fluctuations in the fund’s net asset value than if the fund did not purchase them.

Borrowing Money and Transferring Assets

A fund may borrow from banks, other persons, and other T. Rowe Price funds for temporary emergency purposes to facilitate redemption requests, or for other purposes consistent with fund policies as set forth in this prospectus. Such borrowings may be collateralized with fund assets, subject to restrictions.

Fundamental policy Borrowings may not exceed 331/3% of total assets.

Operating policy A fund will not transfer portfolio securities as collateral except as necessary in connection with permissible borrowings or investments, and then such


  

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transfers may not exceed 331/3% of total assets. A fund will not purchase additional securities when borrowings exceed 5% of total assets.

Lending of Portfolio Securities

A fund may lend its securities to broker-dealers, other institutions, or other persons to earn additional income. Risks include the potential insolvency of the broker-dealer or other borrower that could result in delays in recovering securities and capital losses. Additionally, losses could result from the reinvestment of collateral received on loaned securities in investments that default or do not perform as well as expected.

Fundamental policy The value of loaned securities may not exceed 331/3% of total assets.

Credit Quality Considerations

The credit quality of many fund holdings is evaluated by rating agencies such as Moody’s Investors Service, Inc. (Moody’s), Standard & Poor’s Ratings Services (S&P), and Fitch Ratings (Fitch). Credit quality refers to the issuer’s ability to meet all required interest and principal payments. The highest ratings are assigned to companies perceived to have the lowest credit risks. T. Rowe Price research analysts also evaluate fund holdings, including those rated by outside agencies. Other things being equal, lower-rated bonds and other debt obligations have higher yields due to greater credit risk.

Credit quality ratings are not guarantees. They are estimates of a company’s financial strength and ability to make interest and principal payments as they come due. Ratings can change at any time due to real or perceived changes in a company’s credit or financial fundamentals.

The following table shows the rating scale used by the major rating agencies.

Ratings of Corporate Debt Securities

      
 

Moody’s

S&P

Fitch

Definition

Long Term

Aaa

AAA

AAA

 

Highest quality

 

Aa

AA

AA

 

High quality

 

A

A

A

 

Upper-medium grade

 

Baa

BBB

BBB

 

Medium grade

 

Ba

BB

BB

 

Speculative

 

B

B

B

 

Highly speculative

 

Caa

CCC

CCC

 

Vulnerable to default

 

Ca

CC

CC

 

Default is imminent

 

C

C

C

 

Probably in default


  

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Portfolio Turnover

Turnover is an indication of frequency of trading. A fund will not generally trade in securities for short-term profits, but when circumstances warrant, securities may be purchased and sold without regard to the length of time held. Each time a fund purchases or sells a security, it incurs a cost. This cost is reflected in its net asset value but not in its operating expenses. The higher the turnover rate, the higher the transaction costs and the greater the impact on a fund’s total return. Higher turnover can also increase the possibility of taxable capital gain distributions.

Funds investing in bonds may have higher turnover than funds investing in stocks. Unlike stocks, fixed-maturity bonds require reinvestment. For funds investing in mortgages and callable debt, frequent reinvestment of principal is often required. Common trading strategies, such as mortgage dollar rolls, can increase turnover. Active investment strategies, such as sector rotation and duration management, also necessitate more frequent trading. The fund’s portfolio turnover rates are shown in the Financial Highlights table.

DISCLOSURE OF FUND PORTFOLIO INFORMATION

Each T. Rowe Price fund’s portfolio holdings are disclosed on a regular basis in its semiannual and annual shareholder reports, and on Form N-Q, which is filed with the SEC within 60 days of the fund’s first and third fiscal quarter-end. The money funds also file detailed month-end portfolio holdings information with the SEC each month. Such information will be made available to the public 60 days after the end of the month to which the information pertains. In addition, the funds disclose their calendar quarter-end portfolio holdings on troweprice.com 15 calendar days after each quarter. Under certain conditions, up to 5% of a fund’s holdings may be included in this portfolio list without being individually identified. Generally, securities would not be individually identified if they are being actively bought or sold and it is determined that the quarter-end disclosure of the holding could be harmful to the fund. A security will not be excluded for these purposes from a fund’s quarter-end holdings disclosure for more than one year. Money funds also disclose their month-end portfolio holdings on troweprice.com five business days after each month. The quarter-end portfolio holdings will remain on the website for one year and the month-end money fund portfolio holdings will remain on the website for six months. Each fund also discloses its 10 largest holdings on troweprice.com on the seventh business day after each month-end. These holdings are listed in alphabetical order along with the aggregate percentage of the fund’s total assets that these 10 holdings represent. Each monthly top 10 list will remain on the website for six months. A description of T. Rowe Price’s policies and procedures with respect to the disclosure of portfolio information is available in the Statement of Additional Information and through troweprice.com.


  

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FINANCIAL HIGHLIGHTS

The Financial Highlights table, which provides information about the fund’s financial history, is based on a single share outstanding throughout the periods shown. The table is part of the fund’s financial statements, which are included in its annual report and are incorporated by reference into the Statement of Additional Information (available upon request). The total returns in the table represent the rate that an investor would have earned or lost on an investment in the fund (assuming reinvestment of all dividends and distributions and no payment of any applicable account or redemption fees). The financial statements in the annual report were audited by the fund’s independent registered public accounting firm, PricewaterhouseCoopers LLP.


  

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47

Financial Highlights

            
 

Year ended May 31

 

2009

 

2010

 

2011

 

2012

 

2013

 

Net asset value,
beginning of period

$9.00

 

$8.89

 

$9.46

 

$9.62

 

$9.80

 

Income From Investment Operations

Net investment income*

0.41

a

0.37

a,b

0.32

a,b

0.28

a

0.22

a

Net gains or losses on
securities (both realized
and unrealized)

 

0.58

 

0.26

 

0.28

 

0.03

 

Total from investment
operations

0.41

 

0.95

 

0.58

 

0.56

 

0.25

 

Less Distributions

Dividends (from net
investment income)

(0.41

)

(0.38

)

(0.34

)

(0.32

)

(0.28

)

Distributions (from
capital gains)

(0.11

)

 

(0.08

)

(0.06

)

(0.09

)

Returns of capital

 

 

 

 

 

Total distributions

(0.52

)

(0.38

)

(0.42

)

(0.38

)

(0.37

)

Net asset value,
end of period

$8.89

 

$9.46

 

$9.62

 

$9.80

 

$9.68

 

Total return

4.94

%a

10.90

%a,b

6.29

%a,b

5.98

%a

2.55

%a

Ratios/Supplemental Data

Net assets, end of period
(in millions)

$7,110

 

$11,215

 

$14,807

 

$17,430

 

$21,675

 

Ratio of expenses to
average net assets

0.67

%a

0.68

%a,b

0.61

%a,b

0.59

%a

0.58

%a

Ratio of net income to
average net assets

4.72

%a

4.04

%a,b

3.39

%a,b

2.95

%a

2.19

%a

Portfolio turnover rate

81.5

%c

69.0

%

110.7

%c

157.1

%c

130.9

%c

Portfolio turnover rate, excluding mortgage dollar roll transactions

76.0

%

69.0

%

91.9

%

116.2

%

70.1

%

* Per share amounts calculated using average shares outstanding method.

a Excludes expenses permanently waived 0.02%, 0.02%, 0.02%, 0.02%, and 0.02% of average net assets for the years ended May 31, 2013, May 31, 2012, May 31, 2011, May 31, 2010, and May 31, 2009, respectively, related to investments in T. Rowe Price mutual funds.

b Includes interest expense on TALF loans of 0.02% and 0.06% of average net assets for the years ended May 31, 2011 and May 31, 2010, respectively.

c The portfolio turnover rate calculation includes purchases and sales from the mortgage dollar roll transactions.


   

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ACCOUNT REQUIREMENTS AND TRANSACTION INFORMATION
   
  

If you are purchasing fund shares through a third-party intermediary, contact the intermediary for information regarding its policies on purchasing, exchanging, and redeeming fund shares, as well as initial and subsequent investment minimums.

   

Tax Identification
Number

 

We must have your correct Social Security number or employer identification number on a signed New Account form or W-9 Form. Otherwise, federal law requires the funds to withhold a percentage of your dividends, capital gain distributions, and redemptions and may subject you to an Internal Revenue Service fine. If this information is not received within 60 days after your account is established, your account may be redeemed at the fund’s then-current net asset value.

   

Transaction Confirmations

 

We send immediate confirmations for most of your fund transactions. However, certain transactions, such as systematic purchases, dividend reinvestments, checkwriting redemptions for money funds, and transactions in money funds used as a T. Rowe Price Brokerage sweep account, do not receive an immediate transaction confirmation but are reported on your account statement. Please review transaction confirmations and account statements as soon as you receive them and promptly report any discrepancies to Shareholder Services by calling 1-800-225-5132.

   

Employer-Sponsored
Retirement Plans and
Institutional Accounts

T. Rowe Price
Trust Company

1-800-492-7670

 

Transaction procedures in the following sections may not apply to employer-sponsored retirement plans and institutional accounts. For procedures regarding employer-sponsored retirement plans, please call T. Rowe Price Trust Company or consult your plan administrator. For institutional account procedures, please call your designated account manager or service representative.


  

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We do not accept third-party checks for initial purchases; however, we do accept third-party checks for subsequent purchases. In addition, T. Rowe Price does not accept purchases by cash, traveler’s checks, or credit card checks.

OPENING A NEW ACCOUNT
   
  

$2,500 minimum initial investment; $1,000 for retirement accounts and Uniform Gifts to Minors Act/Uniform Transfers to Minors Act accounts ($25,000 minimum initial investment for Summit Funds only)

   

Important Information
About Opening an Account

 

Pursuant to federal law, all financial institutions must obtain, verify, and record information that identifies each person or entity that opens an account. This information is needed not only for the account owner and any other person who opens the account, but also for any person who has authority to act on behalf of the account.

   
  

When you open an account, you will be asked for the name, residential street address, date of birth, and Social Security number or employer identification number for each account owner and person(s) opening an account on behalf of others, such as custodians, agents, trustees, or other authorized signers. Corporate and other institutional accounts require documents showing the existence of the entity (such as articles of incorporation or partnership agreements) to open an account. Certain other fiduciary accounts (such as trusts or power of attorney arrangements) require documentation, which may include an original or certified copy of the trust agreement or power of attorney to open an account. For more information, call Investor Services at
1-800-638-5660.

   
  

We will use this information to verify the identity of the person(s)/entity opening the account. We will not be able to open your account until we receive all of this information. If we are unable to verify your identity, we are authorized to take any action permitted by law. (See Rights Reserved by the Funds.)


  

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The funds are generally available only to investors residing in the United States. In addition, purchases in state tax-free funds are limited to investors living in states where the fund is available for sale. The address of record on your account must be located in one of these states, or you will be restricted from purchasing fund shares. Contact Investor Services for more information.

   

Account Registration

 

If you own other T. Rowe Price funds, you should consider registering any new account identically to your existing accounts so you can exchange shares among them easily. (The name(s) of the account owner(s) and the account type must be identical.)

   
  

For joint accounts or other types of accounts owned or controlled by more than one party, either owner/party has complete authority to act on behalf of all and give instructions concerning the account without notice to the other party. T. Rowe Price may, in its sole discretion, require written authorization from all owners/parties to act on the account for certain transactions (for example, to transfer ownership).

   

By Mail

 

Please make your check payable to T. Rowe Price Funds (otherwise it may be returned), and send your check, together with the New Account form, to the appropriate address below:

via U.S. Postal Service
T. Rowe Price Account Services
P.O. Box 17300
Baltimore, MD 21297-1300

via private carriers/overnight services
T. Rowe Price Account Services
Mail Code 17300
4515 Painters Mill Road
Owings Mills, MD 21117-4903

Note: Please use the correct address to avoid a delay in opening your new account.

   

By Wire

 

Visit us online at troweprice.com or call Investor Services for an account number and wire transfer instructions.


  

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In order to obtain an account number, you must supply the name, date of birth, Social Security number or employer identification number, and residential or business street address for each owner on the account.

   
  

Complete a New Account form and mail it to one of the appropriate T. Rowe Price addresses listed under By Mail.

   
  

Note: Although the purchase will be made, services may not be established and Internal Revenue Service penalty withholding may occur until we receive a signed New Account form.

   

Online

 

You can open a new mutual fund account online. Go to troweprice.com/newaccount to choose the type of account you wish to open.

   
  

To open an account electronically, you must be a U.S. citizen residing in the U.S. or a resident alien and not subject to Internal Revenue Service backup withholding. Additionally, you must provide consent to receive certain documents electronically.

   
  

You will have the option of providing your bank account information that will enable you to make electronic funds transfers to and from your bank account. To set up this banking service online, additional steps will be taken to verify your identity.

   

By Exchange

 

Visit us online at troweprice.com (see Automated Services under Information About Your Services) or call Shareholder Services. The new account will have the same registration as the account from which you are exchanging. Services for the new account may be carried over by telephone request if they are preauthorized on the existing account. For limitations on exchanging, please see Transaction Procedures and Special Requirements—Excessive and Short-Term Trading.

   

In Person

 

Drop off your New Account form at any Investor Center location listed on the back cover and obtain a receipt.


  

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PURCHASING ADDITIONAL SHARES
   
  

$100 minimum per fund account for all additional purchases, including those made through Automatic Asset Builder (all funds except Summit Funds); $100 minimum per fund account for additional purchases through Automatic Asset Builder and $1,000 for all other additional purchases (Summit Funds)

   

By Automated
Clearing House

 

Visit us online at troweprice.com or call Shareholder Services if you have established electronic transfers using the Automated Clearing House system.

   

By Wire

 

Go to troweprice.com or call Shareholder Services for wire transfer instructions. T. Rowe Price must receive the wire by the close of the New York Stock Exchange (normally 4 p.m. ET) to receive that day’s share price. There is no assurance that you will receive the share price for the same day you initiated the wire from your financial institution.

   

By Mail

 

1. Make your check payable to T. Rowe Price Funds (otherwise it may be returned).

2. Mail the check to us at the following address with either a fund reinvestment slip or a note indicating the fund you want to purchase and your fund account number.

3. Please use the correct address to avoid a delay in processing your transaction and remember to provide your account number and the fund name on the memo line of your check.

   
  

via U.S. Postal Service
T. Rowe Price Account Services
P.O. Box 17300
Baltimore, MD 21297-1300

(To send mail directly to T. Rowe Price via private carriers and overnight services, see previous section.)

   
  

Your transaction will receive the share price for the business day that the request is received by T. Rowe Price prior to the close of the New York Stock Exchange (normally 4 p.m. ET) (not the day the request is received at the P.O. Box).

   

By Automatic
Asset Builder

 

Fill out the Automatic Asset Builder section on the New Account form or Shareholder Services form.


  

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EXCHANGING AND REDEEMING SHARES
   

Exchange Service

 

You can move money from one account to an existing, identically registered account or open a new identically registered account. For taxable accounts, an exchange from one fund to another is considered a sale and purchase for tax purposes. (Exchanges into a state tax-free fund are limited to investors living in states where the fund is available.) For exchange policies, please see Transaction Procedures and Special Requirements—Excessive and Short-Term Trading Policy.

   

Redemptions

 

Redemption proceeds can be mailed to your account address, sent by Automated Clearing House transfer to your bank, or wired to your bank (provided your bank information is already on file). Redemption proceeds of less than $5,000 sent by wire are subject to a $5 fee paid to the fund. Please note that large purchase and redemption requests initiated through automated services, including the National Securities Clearing Corporation, may be rejected and, in such instances, the transaction must be placed by contacting a service representative.

   
  

If you request to redeem a specific dollar amount, and the market value of your account is less than the amount of your request, your redemption will not be processed, and you will need to submit a new redemption request in proper form. If you change your address on an account, proceeds will not be mailed to the new address for 15 calendar days after the address change, unless we receive a signature guaranteed letter of instruction.

   
  

Some of the T. Rowe Price funds may impose a redemption fee. Check the fund’s prospectus under Contingent Redemption Fee in Pricing Shares and Receiving Sale Proceeds. The fee is paid to the fund.

   
  

For redemptions by check or electronic transfer, please see Information About Your Services.


  

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Online

 

Visit us online at troweprice.com. Customers with Account Access (our secure self-service Web platform for individual investors) can electronically exchange shares between identically registered T. Rowe Price accounts and electronically redeem shares from their mutual fund accounts.

   

By Phone

 

You can call Shareholder Services at 1-800-225-5132 to place your transaction. If you find our phones busy during unusually volatile markets, please consider placing your order online through troweprice.com.

   

By Mail

 

For each account involved, provide the account name and number, fund name, and exchange or redemption amount. For exchanges, be sure to specify any fund you are exchanging out of and the fund or funds you are exchanging into. T. Rowe Price may require a signature guarantee of all registered owners (see Transaction Procedures and Special Requirements—Signature Guarantees). Please use one of the following addresses:

   
  

For nonretirement and individual retirement accounts:
via U.S. Postal Service
T. Rowe Price Account Services
P.O. Box 17302
Baltimore, MD 21297-1302

via private carriers/overnight services
T. Rowe Price Account Services
Mail Code 17302
4515 Painters Mill Road
Owings Mills, MD 21117-4903

For employer-sponsored retirement accounts:
via U.S. Postal Service
T. Rowe Price Trust Company
P.O. Box 17479
Baltimore, MD 21297-1479

via private carriers/overnight services
T. Rowe Price Trust Company
Mail Code 17479
4515 Painters Mill Road
Owings Mills, MD 21117-4903


  

Investing With T. Rowe Price

55

   
  

For requests that are not sent via private carriers or overnight services, your transaction will receive the share price for the business day that the request is received by T. Rowe Price prior to the close of the New York Stock Exchange (normally 4 p.m. ET) (not the day the request is received at the P.O. Box).

   
  

Requests for redemptions from employer-sponsored retirement accounts may be required to be in writing; please call T. Rowe Price Trust Company or your plan administrator for instructions. Individual retirement account distributions may be requested in writing or by telephone; please call Shareholder Services to obtain an Individual Retirement Account Distribution form or an Individual Retirement Account Shareholder Services form to authorize the telephone redemption service.

RIGHTS RESERVED BY THE FUNDS
   
 

 

T. Rowe Price funds and their agents, in their sole discretion, reserve the following rights: (1) to waive or lower investment minimums; (2) to accept initial purchases by telephone; (3) to refuse any purchase or exchange order; (4) to cancel or rescind any purchase or exchange order placed through an intermediary, no later than the business day after the order is received by the intermediary (including, but not limited to, orders deemed to result in excessive trading, market timing, or 5% ownership); (5) to cease offering fund shares at any time to all or certain groups of investors; (6) to freeze any account and suspend account services when notice has been received of a dispute regarding the ownership of the account, or a legal claim against an account, upon initial notification to T. Rowe Price of a shareholder’s death until T. Rowe Price receives required documentation in good order, or if there is reason to believe a fraudulent transaction may occur; (7) to otherwise modify the conditions of purchase and modify or terminate any services at any time; (8) to waive any wire, small account, maintenance, or fiduciary fees charged to a group of shareholders; (9) to act on instructions reasonably


  

T. Rowe Price

56

   

 

 

believed to be genuine; (10) to involuntarily redeem an account at the net asset value calculated the day the account is redeemed, in cases of threatening conduct, suspected fraudulent or illegal activity, or if the fund or its agent is unable, through its procedures, to verify the identity of the person(s) or entity opening an account; and (11) for money funds, to suspend redemptions and postpone the payment of proceeds to facilitate an orderly liquidation of the fund.

INFORMATION ABOUT YOUR SERVICES
   

Shareholder Services

1-800-225-5132

Investor Services

1-800-638-5660

 

Many services are available to you as a shareholder; some you receive automatically, and others you must authorize or request on the New Account form. By signing up for services on the New Account form, you avoid having to complete a separate form at a later time and obtain a signature guarantee. This section discusses some of the services currently offered.

   

Retirement Plans

 

We offer a wide range of plans for individuals, institutions, and large and small businesses: Traditional IRAs, Roth IRAs, SIMPLE IRAs, SEP-IRAs, 401(k)s, and 403(b)(7)s. For information on individual retirement accounts or our no-load variable annuity (for existing variable annuity contract holders), call Investor Services. For information on all other retirement plans, please call 1-800-492-7670.


  

Investing With T. Rowe Price

57

   

Investing for College
Expenses

 

We can help you save for future college expenses on a tax-advantaged basis.

   
  

529 Plans
T. Rowe Price manages three 529 plans that are available directly to investors: the T. Rowe Price College Savings Plan (a national plan sponsored by the Education Trust of Alaska), the Maryland College Investment Plan, and the University of Alaska College Savings Plan. Account earnings are federal income tax-free when used for qualified expenses. For more information on the T. Rowe Price College Savings Plan (national plan), call 1-800-369-3641; Maryland College Investment Plan, call 1-888-4-MD-GRAD; and University of Alaska College Savings Plan, call
1-866-277-1005.

   

Automated Services

 

Online Account Access
You can sign up online to conduct account transactions through our website at troweprice.com.

   


 

Tele*AccessSM

1-800-638-2587
24-hour service via a toll-free number enables you to access information on fund performance, prices, distributions, account balances, and your latest transactions.

   
  

Plan Account Line

1-800-401-3279
This 24-hour service is similar to Tele*AccessSM but is designed specifically to meet the needs of retirement plan investors.

   

By Telephone and
In Person

 

Purchase, redeem, or exchange shares by calling one of our service representatives or by visiting one of our Investor Center locations listed on the back cover.

   

Electronic Transfers

 

By Automated Clearing House
This free service allows you to move as little as $100 or as much as $250,000 between your bank account and fund account using the Automated Clearing House system. Enter instructions via your personal computer or call Shareholder Services.


  

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58

   
  

By Wire
Electronic transfers can be conducted via bank wire. There is a $5 fee for wire redemptions under $5,000, and your bank may charge for incoming or outgoing wire transfers regardless of size.

   

Checkwriting

 

(Not available for equity funds or the Emerging Markets Bond, Emerging Markets Corporate Bond, Emerging Markets Local Currency Bond, Floating Rate, High Yield, International Bond, or U.S. Bond Enhanced Index Funds.) You may write an unlimited number of free checks on any money fund and most bond funds, with a minimum of $500 per check. Keep in mind, however, that a check results in a redemption; a check written on a bond fund will create a taxable event that you and we must report to the Internal Revenue Service.

   

Automatic Investing

 

Automatic Asset Builder
You can instruct us to automatically transfer money from your bank account, or you can instruct your employer to send all or a portion of your paycheck to the fund or funds you designate. Each systematic purchase must be at least $100 per fund account to be eligible for the Automatic Asset Builder service. Minimum initial purchase requirements will still apply.

   
  

Automatic Exchange
You can set up systematic investments from one fund account into another, such as from a money fund into a stock fund.

T. ROWE PRICE BROKERAGE
   

To Open an Account

1-800-638-5660

For Existing
Brokerage Customers

1-800-225-7720

 

Investments available through our Brokerage service include stocks, options, bonds, and other securities at commission savings over full-service brokers.* We also provide a wide range of services, including:

Automated Telephone and Computer Services
You can enter stock and option orders, access quotes, and review account information around the clock by phone with Tele-Trader or via the Internet with Account Access-Brokerage.


  

Investing With T. Rowe Price

59

   
  

Investor Information
A variety of informative reports, such as our Brokerage Insights series, as well as access to online research tools, can help you better evaluate economic trends and investment opportunities.

   
  

Dividend Reinvestment Service
If you elect to participate in this service, the cash dividends from the eligible securities held in your account will automatically be reinvested in additional shares of the same securities free of charge. Most securities listed on national securities exchanges or NASDAQ are eligible for this service.

*Services vary by firm.

T. Rowe Price Brokerage is a division of T. Rowe Price Investment Services, Inc., Member FINRA/SIPC.

INVESTMENT INFORMATION
   
  

To help you monitor your investments and make decisions that accurately reflect your financial goals, T. Rowe Price offers a wide variety of information in addition to account statements. Most of this information is also available on our website at troweprice.com.

   
  

If your account has no activity in it for a certain period of time, T. Rowe Price may be required to transfer your account to the appropriate state under its abandoned property laws.

   
  

A note on mailing procedures: If two or more members of a household own the same fund, we economize on fund expenses by sending only one fund report and prospectus. If you need additional copies or do not want your mailings to be “householded,” please call Shareholder Services at 1-800-225-5132 or write to us at P.O. Box 17630, Baltimore, MD 21297-1630.

   
  

Shareholder Reports
Fund managers’ annual and semiannual reviews of their strategies and performance.


  

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60

   
  

The T. Rowe Price Report
A quarterly investment newsletter discussing markets and financial strategies and including the Performance Update, a review of all T. Rowe Price fund results.

   
  

Insights
Educational reports on investment strategies and financial markets.

   
  

Investment Guides
Funds Guide, International Investing Guide, Required Minimum Distribution (RMD) Guide, and Retirement Savings Guide.


  

Investing With T. Rowe Price

61

T. ROWE PRICE PRIVACY POLICY

In the course of doing business with T. Rowe Price, you share personal and financial information with us. We treat this information as confidential and recognize the importance of protecting access to it.

You may provide information when communicating or transacting business with us in writing, electronically, or by phone. For instance, information may come from applications, requests for forms or literature, and your transactions and account positions with us. On occasion, such information may come from consumer reporting agencies and those providing services to us.

We do not sell information about current or former customers to any third parties, and we do not disclose it to third parties unless necessary to process a transaction, service an account, or as otherwise permitted by law. We may share information within the T. Rowe Price family of companies in the course of providing or offering products and services to best meet your investing needs. We may also share that information with companies that perform administrative or marketing services for T. Rowe Price, with a research firm we have hired, or with a business partner, such as a bank or insurance company with which we are developing or offering investment products. When we enter into such a relationship, our contracts restrict the companies’ use of our customer information, prohibiting them from sharing or using it for any purposes other than those for which they were hired.

We maintain physical, electronic, and procedural safeguards to protect your personal information. Within T. Rowe Price, access to such information is limited to those who need it to perform their jobs, such as servicing your accounts, resolving problems, or informing you of new products or services. Finally, our Code of Ethics, which applies to all employees, restricts the use of customer information and requires that it be held in strict confidence.

This Privacy Policy applies to the following T. Rowe Price family of companies: T. Rowe Price Associates, Inc.; T. Rowe Price Advisory Services, Inc.; T. Rowe Price Investment Services, Inc.; T. Rowe Price Trust Company; and the T. Rowe Price Funds.


To help you achieve your financial goals, T. Rowe Price offers a wide range of stock, bond, and money market investments, as well as convenient services and informative reports.

For mutual fund or T. Rowe Price Brokerage information

Investor Services

1-800-638-5660

For existing accounts

Shareholder Services

1-800-225-5132

For the hearing impaired

1-800-367-0763

For performance, prices, or account information

Tele*AccessSM

24 hours, 7 days
1-800-638-2587

Internet address

troweprice.com

Plan Account Line

For retirement plan investors: The appropriate 800 number appears on your retirement account statement.


   

Investor Centers

For directions, call
1-800-225-5132 or
visit our website

Baltimore Area

Downtown

105 East Lombard
Street

Owings Mills

Three Financial Center
4515 Painters Mill Road

Colorado Springs

2260 Briargate Parkway

Tampa

4211 W. Boy Scout
Boulevard
8th Floor

Washington, D.C. Area

Downtown

1000 Connecticut
Avenue, N.W.
Suite A-100

Tysons Corner

1600 Tysons Boulevard
Suite 150
McLean, Virginia

A Statement of Additional Information for the T. Rowe Price family of funds, which includes additional information about the funds, has been filed with the SEC and is incorporated by reference into this prospectus. Further information about fund investments, including a review of market conditions and the manager’s recent investment strategies and their impact on performance during the past fiscal year, is available in the annual and semiannual shareholder reports. To obtain free copies of any of these documents, or for shareholder inquiries, call 1-800-638-5660. These documents and updated performance information are available through troweprice.com.

Fund information and Statements of Additional Information are also available from the Public Reference Room of the SEC. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-202-551-8090. Fund reports and other fund information are available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov. Copies of this information may be obtained, after paying a duplicating fee, by electronic request at publicinfo@sec.gov, or by writing the Public Reference Room, Washington, D.C. 20549-1520.

  

T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, MD 21202

  

1940 Act File No. 811-2396

F43-040 10/1/13


  

 

PROSPECTUS

 

PANIX

 

October 1, 2013

 
  

T. Rowe Price

New Income Fund—Advisor Class

A bond fund seeking the highest level of income consistent with the preservation of capital over time by investing primarily in marketable debt securities. This class of shares is sold only through financial intermediaries.

The Securities and Exchange Commission (SEC) has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.


Table of Contents

    

1

Summary

 

Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the Federal Deposit Insurance Corporation, Federal Reserve, or any other government agency, and are subject to investment risks, including possible loss of the principal amount invested.

 

New Income Fund—Advisor Class 1

2

Information About Accounts
in T. Rowe Price Funds

 

Pricing Shares and Receiving Sale Proceeds 7

Useful Information on Distributions and Taxes 11

Transaction Procedures and Special Requirements 15

Distribution, Shareholder Servicing, and Recordkeeping Fees 19

3

More About the Fund

 

Organization and Management 20

More Information About the Fund and Its Investment Risks 22

Investment Policies and Practices 26

Disclosure of Fund Portfolio Information 41

Financial Highlights 41

4

Investing With T. Rowe Price

 

Account Requirements and Transaction Information 44

Purchasing Additional Shares 46

Exchanging and Redeeming Shares 46

Rights Reserved by the Funds 47

T. Rowe Price Privacy Policy 48


SUMMARY

Investment Objective

The fund seeks the highest level of income consistent with the preservation of capital over time by investing primarily in marketable debt securities.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.

Fees and Expenses of the Fund’s Advisor Class

  

Annual fund operating expenses
(expenses that you pay each year as a
percentage of the value of your investment)

Management fees

0.45%

  

Distribution and service (12b-1) fees

0.25%

  

Other expenses

0.15%

  

Acquired fund fees and expenses

0.02%

  

Total annual fund operating expenses

0.87%a

  

Fee waiver/expense reimbursement

(0.02)%b

  

Total annual fund operating expenses after fee waiver/expense reimbursement

0.85%a

a The figures shown in the fee table do not match the “Ratio of expenses to average net assets” shown in the Financial Highlights table, as that figure does not include acquired fund fees and expenses and excludes expenses permanently waived as a result of investments in other T. Rowe Price mutual funds.

b T. Rowe Price Associates, Inc. is required to permanently waive a portion of its management fee charged to the fund in an amount sufficient to fully offset any acquired fund fees and expenses related to investments in other T. Rowe Price mutual funds. The amount of the waiver will vary each fiscal year in proportion to the amount invested in other T. Rowe Price mutual funds. The T. Rowe Price funds would be required to seek regulatory approval in order to terminate this arrangement.

Example This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

    

1 year

3 years

5 years

10 years

$87

$271

$471

$1,049

Portfolio Turnover The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund


  

T. Rowe Price

2

shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 130.9% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies In seeking income and capital preservation, the fund pursues a total return strategy. Active management of the portfolio can result in bonds being sold at gains or losses. However, over the long term, the fund seeks to achieve its objective by investing primarily in income-producing securities that possess what the fund believes are favorable total return (income plus increases in principal value) characteristics.

The fund will invest at least 80% of its total assets in income-producing securities, which may include, but are not limited to, U.S. government and agency obligations, mortgage- and asset-backed securities, corporate bonds, foreign bonds, collateralized mortgage obligations, Treasury inflation protected securities, and others, including, on occasion, equities.

Eighty percent (80%) of the debt securities purchased by the fund will be rated investment grade (AAA, AA, A, BBB, or an equivalent rating) by each of the major credit rating agencies (Standard & Poor’s, Moody’s, and Fitch) that have assigned a rating to the security or, if unrated, deemed to be of investment-grade quality by T. Rowe Price. Up to 15% of the fund’s total assets may be invested in “split-rated securities,” which are securities that have been rated investment-grade by at least one rating agency but below investment-grade by another rating agency. The fund may invest up to 20% of its total assets in non-U.S. dollar-denominated foreign debt securities and take currency positions to hedge this exposure as well as to capture appreciation from favorable currency changes. In addition, the fund may invest up to 5% of its total assets in securities that have received below investment-grade ratings from each of the rating agencies that have assigned ratings to the securities or, if unrated, deemed to be below investment-grade quality by T. Rowe Price.

The fund has considerable flexibility in seeking high income. There are no maturity restrictions, so the fund can purchase longer-term bonds, which tend to have higher yields than shorter-term bonds. However, the portfolio’s weighted average maturity is expected to be between four and 15 years. In addition, when there is a large yield difference between the various quality levels, the fund may move down the credit scale and purchase lower-rated bonds with higher yields. When the difference is small or the outlook warrants, the fund may concentrate investments in higher-rated issues.

While most assets will typically be invested in bonds, the fund also uses interest rate futures and forward currency exchange contracts in keeping with the fund’s objectives. Interest rate futures would typically be used to manage the fund’s exposure to interest rate changes or to adjust portfolio duration. Forward currency


  

Summary

3

exchange contracts would be used to gain exposure to certain currencies expected to increase or decrease in value relative to other currencies or to protect the fund’s foreign bond holdings from adverse currency movements relative to the U.S. dollar.

The fund may sell holdings for a variety of reasons, such as to adjust the portfolio’s average maturity, duration, or credit quality or to shift assets into and out of higher-yielding or lower-yielding securities or different sectors.

Principal Risks As with any mutual fund, there is no guarantee that the fund will achieve its objective. The fund’s share price fluctuates, which means you could lose money by investing in the fund. The principal risks of investing in this fund are summarized as follows:

Active management risk The fund is subject to the risk that the investment adviser’s judgments about the attractiveness, value, or potential appreciation of the fund’s investments may prove to be incorrect. If the securities selected and strategies employed by the fund fail to produce the intended results, the fund could underperform other funds with similar objectives and investment strategies.

Market risk This is the risk that the value of securities owned by the fund may go up or down, sometimes rapidly or unexpectedly, due to factors affecting securities markets generally or particular industries.

Interest rate risk This is the risk that a rise in interest rates will cause the price of a fixed rate debt security to fall. Generally, securities with longer maturities and funds with longer weighted average maturities carry greater interest rate risk.

Credit risk This is the risk that an issuer of a debt security could suffer an adverse change in financial condition that results in a payment default, security downgrade, or inability to meet a financial obligation. Junk bonds carry a higher risk of default and should be considered speculative. The fund’s exposure to credit risk is increased to the extent it invests in securities that are rated noninvestment-grade.

Prepayment risk and extension risk Prepayment risk is the risk that the principal on mortgage-backed securities, other asset-backed securities or any debt security with an embedded call option may be prepaid at any time, which could reduce yield and market value. The rate of prepayments tends to increase as interest rates fall, which could cause the average maturity of the portfolio to shorten. Extension risk may result from a rise in interest rates, which tends to make mortgage-backed securities, asset-backed securities, and other callable debt securities more volatile.

Liquidity risk This is the risk that the fund may not be able to sell a holding in a timely manner at a desired price.

Foreign investing risk This is the risk that the fund’s investments in foreign securities may be adversely affected by political, social, and economic conditions overseas, reduced liquidity, or decreases in foreign currency values relative to the U.S. dollar.


  

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4

Currency risk Because the fund may invest in securities issued in foreign currencies, the fund is subject to the risk that it could experience losses based solely on the weakness of foreign currencies versus the U.S. dollar and changes in the exchange rates between such currencies and the U.S. dollar. Any attempts at currency hedging may not be successful and could cause the fund to lose money.

Derivatives risk To the extent the fund uses interest rate futures and forward currency exchange contracts, it is exposed to additional volatility in comparison to investing directly in bonds and other debt securities. These instruments can be illiquid and difficult to value, may involve leverage so that small changes produce disproportionate losses for the fund, and instruments not traded on an exchange are subject to the risk that a counterparty to the transaction will fail to meet its obligations under the derivatives contract. The fund’s principal use of derivatives involves the risk that anticipated interest rate movements and changes in currency values and currency exchange rates will not be accurately predicted, which could significantly harm the fund’s performance.

Performance The bar chart showing calendar year returns and the average annual total returns table indicate risk by illustrating how much returns can differ from one year to the next and how fund performance compares with that of a comparable market index. The fund’s past performance (before and after taxes) is not necessarily an indication of future performance.

The fund can also experience short-term performance swings, as shown by the best and worst calendar quarter returns during the years depicted.

The fund’s return for the six months ended 6/30/13 was -3.02%.


  

Summary

5

In addition, the average annual total returns table shows hypothetical after-tax returns to suggest how taxes paid by a shareholder may influence returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as a 401(k) account or individual retirement account.

            

Average Annual Total Returns

         

 

 

 

Periods ended

 

  

December 31, 2012

 

  

1 Year 

  

5 Years 

  

10 Years 

  

 

New Income Fund—Advisor Class

         

 

 

Returns before taxes

5.60 

%

 

6.26 

%

 

5.36 

%

 

 

 

Returns after taxes on distributions

4.35 

 

 

4.70 

 

 

4.01 

 

 

 

 

Returns after taxes on distributions

 

 

 

 

 

 

 

 

 

 

 

and sale of fund shares

3.73 

 

 

4.46 

 

 

3.87 

 

 

 

Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)

4.21 

 

 

5.95 

 

 

5.18 

 

 

 

Lipper Intermediate Investment Grade Debt Funds

6.87 

 

 

5.91 

 

 

4.97 

 

 

Updated performance information is available through troweprice.com or may be obtained by calling 1-800-638-8790.

Management

Investment Adviser T. Rowe Price Associates, Inc. (T. Rowe Price)

    

Portfolio Manager

Title

Managed Fund Since

Joined Investment
Adviser

Daniel O. Shackelford

Chairman of Investment

Advisory Committee

2002

1999

Purchase and Sale of Fund Shares

For retirement plan accounts and Uniform Gifts to Minors Act or Uniform Transfers to Minors Act accounts, generally the fund’s minimum initial investment requirement is $1,000 and, for all other accounts, generally the fund’s minimum initial investment requirement is $2,500. The fund’s minimum subsequent investment requirement is $100. Your financial intermediary may impose different investment minimums.

You may purchase, redeem, or exchange shares of the fund on any day the New York Stock Exchange is open for business. You must purchase, redeem, and exchange shares through your financial intermediary.


  

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6

Tax Information

The fund declares dividends daily and pays them on the first business day of each month. Any capital gains are declared and paid annually, usually in December. Distributions by the fund, whether or not you reinvest these amounts in additional fund shares, may be taxed as ordinary income or capital gains unless you invest through a tax-deferred account. A redemption or exchange of fund shares may be taxable.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.


   

Information About Accounts in T. Rowe Price Funds

 

2

 
  

As a T. Rowe Price shareholder, you will want to know about the following policies and procedures that apply to Advisor Class accounts in the T. Rowe Price family of funds.

PRICING SHARES AND RECEIVING SALE PROCEEDS

How and When Shares Are Priced

The share price, also called the “net asset value,” for each class of shares is calculated at the close of the New York Stock Exchange (normally 4 p.m. ET) each day that the exchange is open for business. To calculate the net asset value, the fund’s assets are valued and totaled; liabilities are subtracted; and each class’s proportionate share of the balance, called net assets, is divided by the number of shares outstanding of that class. Market values are used to price portfolio holdings for which market quotations are readily available. Market values represent the prices at which securities actually trade or evaluations based on the judgment of the fund’s pricing services. If a market value for a security is not available or normal valuation procedures are deemed to be inappropriate, the fund will make a good faith effort to assign a fair value to the security by taking into account various factors that have been approved by the fund’s Board of Directors/Trustees. This value may differ from the value the fund receives upon sale of the securities. Amortized cost is used to price securities held by money funds and certain other debt securities held by a fund. Investments in other mutual funds are valued at the closing net asset value per share of the mutual fund on the day of valuation.

Non-U.S. equity securities are valued on the basis of their most recent closing market prices at 4 p.m. ET except under the circumstances described below. Most foreign markets close before 4 p.m. ET. For example, the most recent closing prices for securities traded in certain Asian markets may be as much as 15 hours old at 4 p.m. ET. If a fund determines that developments between the close of a foreign market and the close of the New York Stock Exchange will, in its judgment, materially affect the value of some or all of the fund’s securities, the fund will adjust the previous closing prices to reflect what it believes to be the fair value of the securities as of 4 p.m. ET. In deciding whether to make these adjustments, the fund reviews a variety of factors, including developments in foreign markets, the performance of U.S. securities markets, and the performance of instruments trading in U.S. markets that represent foreign securities and baskets of foreign securities. The fund may also fair value certain securities or a group of securities in other situations—for example, when a particular foreign market is closed but the fund is open. The fund uses outside pricing services to provide it with closing market prices and information used for adjusting those prices and to value most fixed income


  

T. Rowe Price

8

securities. The fund cannot predict how often it will use closing prices and how often it will adjust those prices. As a means of evaluating its fair value process, the fund routinely compares closing market prices, the next day’s opening prices in the same markets, and adjusted prices. The fund also evaluates a variety of factors when assigning fair values to private placements and other restricted securities. Other mutual funds may adjust the prices of their securities by different amounts or assign different fair values than the fair value that the fund assigns to the same security.

How Your Purchase, Sale, or Exchange Price Is Determined

Advisor Class shares are intended for purchase through various third-party intermediaries, including brokers, banks, insurance companies, retirement plan recordkeepers, and others. Contact your intermediary to find out how to purchase, sell, or exchange your shares; trade deadlines; and other applicable procedures for these transactions. The intermediary may charge a fee for its services.

The fund may have an agreement with your intermediary that permits the intermediary to accept orders on behalf of the fund until the close of the New York Stock Exchange (normally 4 p.m. ET). In such cases, if your order is received by the intermediary in correct form by the close of the New York Stock Exchange and is transmitted to T. Rowe Price and paid for in accordance with the agreement, the transaction will be priced at the next net asset value computed after the intermediary received your order. If the fund does not have an agreement with your intermediary, T. Rowe Price must receive the request in correct form from your intermediary by the close of the New York Stock Exchange in order for your transaction to be priced at that business day’s net asset value.

When authorized by the fund, certain financial institutions or retirement plans purchasing fund shares on behalf of customers or plan participants through T. Rowe Price Financial Institution Services or T. Rowe Price Retirement Plan Services may place a purchase order unaccompanied by payment. Payment for these shares must be received by the time designated by the fund (not to exceed the period established for settlement under applicable regulations). If payment is not received by this time, the order may be canceled. The financial institution or retirement plan is responsible for any costs or losses incurred by the fund or T. Rowe Price if payment is delayed or not received.

Note: The time at which transactions and shares are priced and the time until which orders are accepted by the fund or an intermediary may be changed in case of an emergency or if the New York Stock Exchange closes at a time other than 4 p.m. ET. In the event of an emergency closing, a fund’s shareholders will receive the next share price calculated by the fund. There may be times when you are unable to contact us by telephone or access your account online due to extreme market activity, the unavailability of the T. Rowe Price website, or other circumstances. Should this occur, your order must still be placed and accepted by T. Rowe Price prior to the


  

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time the New York Stock Exchange closes to be priced at that business day’s net asset value.

How Proceeds Are Received

Normally, the fund transmits proceeds to intermediaries for redemption orders received in correct form on either the next or third business day after receipt, depending on the arrangement with the intermediary. Under certain circumstances, and when deemed to be in a fund’s best interests, proceeds may not be sent to intermediaries for up to seven calendar days after receipt of the redemption order. You must contact your intermediary about procedures for receiving your redemption proceeds.

Contingent Redemption Fee

Short-term trading can disrupt a fund’s investment program and create additional costs for long-term shareholders. For these reasons, certain T. Rowe Price funds, listed in the following table, assess a fee on redemptions (including exchanges out of a fund), which reduces the proceeds from such redemptions by the amounts indicated:

   

T. Rowe Price Advisor Class Funds With Redemption Fees

Fund

Redemption fee

Holding period

Emerging Markets Corporate Bond—Advisor Class

2%

90 days or less

Emerging Markets Local Currency Bond—Advisor Class

2%

90 days or less

Floating Rate—Advisor Class

2%

90 days or less

Global Infrastructure—Advisor Class

2%

90 days or less

Global Large-Cap Stock—Advisor Class

2%

90 days or less

Global Real Estate—Advisor Class

2%

90 days or less

Global Stock—Advisor Class

2%

90 days or less

High Yield—Advisor Class

2%

90 days or less

International Bond—Advisor Class

2%

90 days or less

International Growth & Income—Advisor Class

2%

90 days or less

International Stock—Advisor Class

2%

90 days or less

Real Estate—Advisor Class

1%

90 days or less

Small-Cap Value—Advisor Class

1%

90 days or less

Tax-Free High Yield—Advisor Class

2%

90 days or less

Redemption fees are paid to a fund to deter short-term trading, offset costs, and protect the fund’s long-term shareholders. Subject to the exceptions described on the following pages, all persons holding shares of a T. Rowe Price fund that imposes a redemption fee are subject to the fee, whether the person is holding shares directly with a T. Rowe Price fund; through a retirement plan for which T. Rowe Price serves


  

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as recordkeeper; or indirectly through an intermediary (such as a broker, bank, or investment adviser), recordkeeper for retirement plan participants, or other third party.

Computation of Holding Period

When an investor sells shares of a fund that assesses a redemption fee, T. Rowe Price will use the “first-in, first-out” method to determine the holding period for the shares sold. Under this method, the date of redemption or exchange will be compared with the earliest purchase date of shares held in the account. The day after the date of your purchase is considered Day 1 for purposes of computing the holding period. A redemption fee will be charged on shares sold on or before the end of the required holding period. For example, if you redeem your shares on or before the 90th day after the date of purchase, you will be assessed the redemption fee. If you purchase shares through an intermediary, consult your intermediary to determine how the holding period will be applied.

Transactions Not Subject to Redemption Fees

The T. Rowe Price funds will not assess a redemption fee with respect to certain transactions. As of the date of this prospectus, the following shares of T. Rowe Price funds will not be subject to redemption fees:

· Shares redeemed through an automated, systematic withdrawal plan;

· Shares redeemed through or used to establish certain rebalancing, asset allocation, wrap, and advisory programs, as well as non-T. Rowe Price fund-of-funds products, if approved in writing by T. Rowe Price;

· Shares purchased through the reinvestment of dividends or capital gain distributions; *

· Shares converted from one share class to another share class of the same fund;*

· Shares redeemed automatically by a fund to pay fund fees or shareholder account fees (e.g., for failure to meet account minimums);

· Shares purchased by rollover or changes of account registration within the same fund; *

· Shares redeemed to return an excess contribution from a retirement account;

· Shares of T. Rowe Price funds purchased by another T. Rowe Price fund and shares purchased by discretionary accounts managed by T. Rowe Price or one of its affiliates (please note that other shareholders of the investing T. Rowe Price fund are still subject to the policy);

· Shares that are redeemed in-kind;

· Shares transferred to T. Rowe Price or a third-party intermediary acting as a service provider when the age of the shares cannot be determined systematically; * and

· Shares redeemed in retirement plans or other products that restrict trading to no more frequently than once per quarter, if approved in writing by T. Rowe Price.

* Subsequent exchanges of these shares into funds that assess redemption fees will subject such shares to the fee.


  

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Redemption Fees on Shares Held in Retirement Plans

If shares are held in a retirement plan, redemption fees generally will be assessed on shares redeemed by exchange only if they were originally purchased by exchange. However, redemption fees may apply to transactions other than exchanges depending on how shares of the plan are held at T. Rowe Price or how the fees are applied by your plan’s recordkeeper. To determine which of your transactions are subject to redemption fees, you should contact T. Rowe Price or your plan recordkeeper.

Omnibus Accounts

If your shares are held through an intermediary in an omnibus account, T. Rowe Price relies on the intermediary to assess the redemption fee on underlying shareholder accounts. T. Rowe Price seeks to identify intermediaries establishing omnibus accounts and to enter into agreements requiring the intermediary to assess the redemption fees. There are no assurances that T. Rowe Price will be successful in identifying all intermediaries or that the intermediaries will properly assess the fees.

Certain intermediaries may not apply the exemptions previously listed to the redemption fee policy; all redemptions by persons trading through such intermediaries may be subject to the fee. Certain intermediaries may exempt transactions not listed from redemption fees, if approved by T. Rowe Price. Persons redeeming shares through an intermediary should check with their respective intermediary to determine which transactions are subject to the fees.

USEFUL INFORMATION ON DISTRIBUTIONS AND TAXES

Each fund intends to qualify to be treated each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. In order to qualify, a fund must satisfy certain income, diversification, and distribution requirements. A regulated investment company is not subject to U.S. federal income tax at the portfolio level on income and gains from investments that are distributed to shareholders. However, if a fund were to fail to qualify as a regulated investment company, and was ineligible to or otherwise did not cure such failure, the result would be fund-level taxation and, consequently, a reduction in income available for distribution to the fund’s shareholders.

To the extent possible, all net investment income and realized capital gains are distributed to shareholders.

Dividends and Other Distributions

Dividend and capital gain distributions are reinvested in additional fund shares in your account unless you select another option. Reinvesting distributions results in compounding, which allows you to receive dividends and capital gain distributions on an increasing number of shares.


  

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Interest will not accrue on amounts represented by uncashed distributions or redemption checks.

The following table provides details on dividend payments:

  

Dividend Payment Schedule

Fund

Dividends

Bond funds

· Shares normally begin to earn dividends on the business day after payment is received by T. Rowe Price.

· Declared daily and paid on the first business day of each month.

These stock funds only:

· Dividend Growth—Advisor Class

· Equity Income—Advisor Class

· Global Real Estate—Advisor Class

· Real Estate—Advisor Class

· Declared and paid quarterly, if any, in March, June, September, and December.

· Must be a shareholder on the dividend record date.

Other stock funds

· Declared and paid annually, if any, generally in December.

· Must be a shareholder on the dividend record date.

Retirement Funds:

 

· Retirement Income—Advisor Class

· Shares normally begin to earn dividends on the business day after payment is received by T. Rowe Price.

· Declared daily and paid on the first business day of each month.

· All others

· Declared and paid annually, if any, generally in December.

· Must be a shareholder on the dividend record date.

Bond fund shares will earn dividends through the date of redemption. Shares redeemed on a Friday or prior to a holiday will continue to earn dividends until the next business day. Generally, if you redeem all of your bond fund shares at any time during the month, you will also receive all dividends earned through the date of redemption in the same check. When you redeem only a portion of your bond fund shares, all dividends accrued on those shares will be reinvested, or paid in cash, on the next dividend payment date. The funds do not pay dividends in fractional cents. Any dividend amount earned for a particular day on all shares held that is one-half of one cent or greater (for example, $0.016) will be rounded up to the next whole cent ($0.02), and any amount that is less than one-half of one cent (for example, $0.014) will be rounded down to the nearest whole cent ($0.01). Please note that, if the dividend payable on all shares held is less than one-half of one cent for a particular day, no dividend will be earned for that day.

If you purchase and sell your shares through an intermediary, consult your intermediary to determine when your shares begin and stop accruing dividends; the information previously described may vary.


  

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Capital Gain Payments

A capital gain or loss is the difference between the purchase and sale price of a security. If a fund has net capital gains for the year (after subtracting any capital losses), they are usually declared and paid in December to shareholders of record on a specified date that month. If a second distribution is necessary, it is paid the following year.

Tax Information

You should contact your intermediary for the tax information that will be sent to you and reported to the Internal Revenue Service.

If you invest in the fund through a tax-deferred account, such as an individual retirement account, you will not be subject to tax on dividends and distributions from the fund or the sale of fund shares if those amounts remain in the tax-deferred account. You may receive a Form 1099-R or other Internal Revenue Service forms, as applicable, if any portion of the account is distributed to you.

If you invest in the fund through a taxable account, you generally will be subject to tax when:

· You sell fund shares, including an exchange from one fund to another.

· The fund makes dividend or capital gain distributions.

For individual shareholders, a portion of ordinary dividends representing “qualified dividend income” received by the fund may be subject to tax at the lower rates applicable to long-term capital gains rather than ordinary income. You may report it as “qualified dividend income” in computing your taxes, provided you have held the fund shares on which the dividend was paid for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date. Ordinary dividends that do not qualify for this lower rate are generally taxable at the investor’s marginal income tax rate. This includes the portion of ordinary dividends derived from interest, short-term capital gains, distributions from nonqualified foreign corporations, and dividends received by the fund from stocks that were on loan. Little, if any, of the ordinary dividends paid by the Global Real Estate Fund–Advisor Class, Real Estate Fund–Advisor Class, or the bond fund Advisor Classes is expected to qualify for this lower rate.

For corporate shareholders, a portion of ordinary dividends may be eligible for the 70% deduction for dividends received by corporations to the extent the fund’s income consists of dividends paid by U.S. corporations. Little, if any, of the ordinary dividends paid by the international stock or bond fund Advisor Classes is expected to qualify for this deduction.

Regular monthly dividends from the Summit Municipal Income Fund–Advisor Class, Summit Municipal Intermediate Fund–Advisor Class, Tax-Free High Yield Fund–Advisor Class, Tax-Free Income Fund–Advisor Class, and the Tax-Free Short-Intermediate Fund–Advisor Class are expected to be exempt from federal income


  

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taxes. Exemption is not guaranteed since the fund has the right under certain conditions to invest in nonexempt securities. You must report your total tax-free income on Internal Revenue Service Form 1040. The Internal Revenue Service uses this information to help determine the tax status of any Social Security payments you may have received during the year. Tax-exempt dividends paid to Social Security recipients may increase the portion of benefits that is subject to tax.

Beginning in 2013, a 3.8% net investment income tax is imposed on net investment income, including interest, dividends, and capital gains, of U.S. individuals with income exceeding $200,000 (or $250,000 if married filing jointly) and of estates and trusts.

Taxes on Fund Redemptions

When you sell shares in any fund, you may realize a gain or loss. An exchange from one fund to another in a taxable account is also a sale for tax purposes.

Taxes on Fund Distributions

The tax treatment of a capital gain distribution is determined by how long the fund held the portfolio securities, not how long you held the shares in the fund.
Short-term (one year or less) capital gain distributions are taxable at the same rate as ordinary income, and gains on securities held more than one year are taxed at the lower rates applicable to long-term capital gains. If you realized a loss on the sale or exchange of fund shares that you held six months or less, your short-term capital loss must be reclassified as a long-term capital loss to the extent of any long-term capital gain distributions received during the period you held the shares. For funds investing in foreign securities, distributions resulting from the sale of certain foreign currencies, currency contracts, and the foreign currency portion of gains on debt securities are taxed as ordinary income. Net foreign currency losses may cause monthly or quarterly dividends to be reclassified as returns of capital.

If the fund qualifies and elects to pass through nonrefundable foreign income taxes paid to foreign governments during the year, your portion of such taxes will be reported to you as taxable income. However, you may be able to claim an offsetting credit or deduction on your tax return for those amounts. There can be no assurance that a fund will meet the requirements to pass through foreign income taxes paid.

If a fund holds Build America Bonds or other qualified tax credit bonds and elects to pass through the corresponding interest income and any available tax credits, you will need to report both the interest income and any such tax credits as taxable income. You may be able to claim the tax credits on your federal tax return as an offset to your income tax (including alternative minimum tax) liability, but the tax credits generally are not refundable. There is no assurance, however, that a fund will elect to pass through the income and credits.

For the tax-free bond fund Advisor Classes, gains realized on the sale of market discount bonds with maturities beyond one year may be treated as ordinary income


  

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15

and cannot be offset by other capital losses, and payments received or gains realized on certain derivative transactions may result in taxable ordinary income or capital gain. To the extent the fund invests in these securities, the likelihood of a taxable gain distribution will be increased.

For the Retirement Funds, distributions by the underlying funds and changes in asset allocations may result in taxable distributions of ordinary income or capital gains.

Taxable distributions are subject to tax whether reinvested in additional shares or received in cash.

Tax Consequences of Hedging

Entering into certain transactions involving options, futures, swaps, and forward currency exchange contracts may result in the application of the mark-to-market and straddle provisions of the Internal Revenue Code. These provisions could result in a fund being required to distribute gains on such transactions even though it did not close the contracts during the year or receive cash to pay such distributions. The fund may not be able to reduce its distributions for losses on such transactions to the extent of unrealized gains in offsetting positions.

Tax Effect of Buying Shares Before an Income Dividend or Capital Gain Distribution

If you buy shares shortly before or on the record date—the date that establishes you as the person to receive the upcoming distribution—you may receive a portion of the money you just invested in the form of a taxable distribution. Therefore, you may wish to find out a fund’s record date before investing. In addition, a fund’s share price may, at any time, reflect undistributed capital gains or income and unrealized appreciation, which may result in future taxable distributions. Such distributions can occur even in a year when the fund has a negative return.

TRANSACTION PROCEDURES AND SPECIAL REQUIREMENTS

The Advisor Class is a share class of its respective T. Rowe Price fund and is not a separate mutual fund. The fund’s Advisor Class shares are intended for purchase through various third-party intermediaries, including brokers, banks, insurance companies, retirement plan recordkeepers, and other financial intermediaries that provide various distribution and administrative services.

The Advisor Class is designed for use by investors investing through intermediaries and requires an agreement between the intermediary and T. Rowe Price to be executed prior to investment. Purchases of Advisor Class shares for which the required agreement with T. Rowe Price has not been executed, or that are not made through an eligible intermediary, are subject to rejection or cancellation without prior notice to the intermediary or investor. Existing investments in the Advisor Class shares that are not held through an eligible intermediary may be transferred by


  

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T. Rowe Price to another class (with lower expenses) in the same fund following notice to the intermediary or shareholder.

Purchase Conditions for Intermediaries

Nonpayment If the fund does not receive payment for an order in a timely manner, your purchase may be canceled. The intermediary will be responsible for any losses or expenses incurred by the fund or transfer agent. The funds and their agents have the right to reject or cancel any purchase, exchange, or redemption due to nonpayment.

U.S. Dollars All purchases must be paid for in U.S. dollars; checks must be drawn on U.S. banks.

Sale (Redemption) Conditions

Holds on Immediate Redemptions: 10-Day Hold If an intermediary sells shares that it just purchased and paid for by check or Automated Clearing House transfer, the fund will process the redemption but generally will delay sending the proceeds for up to 10 calendar days to allow the check or transfer to clear. (The 10-day hold does not apply to purchases paid for by bank wire.)

Large Redemptions Large redemptions can adversely affect a portfolio manager’s ability to implement a fund’s investment strategy by causing the premature sale of securities. Therefore, the fund reserves the right (without prior notice) to pay all or part of redemption proceeds with securities from the fund’s portfolio rather than in cash (“redemption in-kind”). If this occurs, the securities will be selected by the fund in its absolute discretion, and the redeeming shareholder or account will be responsible for disposing of the securities and bearing any associated costs.

Excessive and Short-Term Trading Policy

Excessive transactions and short-term trading can be harmful to fund shareholders in various ways, such as disrupting a fund’s portfolio management strategies, increasing a fund’s trading costs, and negatively affecting its performance. Short-term traders in funds that invest in foreign securities may seek to take advantage of developments overseas that could lead to an anticipated difference between the price of the funds’ shares and price movements in foreign markets. While there is no assurance that T. Rowe Price can prevent all excessive and short-term trading, the Boards of Directors/Trustees of the T. Rowe Price funds have adopted the following trading limits that are designed to deter such activity and protect the funds’ shareholders. The funds may revise their trading limits and procedures at any time as the Boards of Directors/Trustees deem necessary or appropriate to better detect short-term trading that may adversely affect the funds, to comply with applicable regulatory requirements, or to impose additional or alternative restrictions.

Subject to certain exceptions, each T. Rowe Price fund restricts a shareholder’s purchases (including through exchanges) into a fund account for a period of 30 calendar days after the shareholder has redeemed or exchanged out of that same


  

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fund account (the “30-Day Purchase Block”). The calendar day after the date of redemption is considered Day 1 for purposes of computing the period before another purchase may be made.

General Exceptions As of the date of this prospectus, the following types of transactions generally are not subject to the 30-Day Purchase Block:

· Shares purchased or redeemed in money funds;

· Shares purchased or redeemed through a systematic purchase or withdrawal plan;

· Checkwriting redemptions from bond and money funds;

· Shares purchased through the reinvestment of dividends or capital gain distributions;

· Shares redeemed automatically by a fund to pay fund fees or shareholder account fees;

· Transfers and changes of account registration within the same fund;

· Shares purchased by asset transfer or direct rollover;

· Shares purchased or redeemed through IRA conversions and recharacterizations;

· Shares redeemed to return an excess contribution from a retirement account;

· Transactions in Section 529 college savings plans;

· Shares converted from one share class to another share class in the same fund; and

· Shares of T. Rowe Price funds that are purchased by another T. Rowe Price fund, including shares purchased by T. Rowe Price fund-of-funds products, and shares purchased by discretionary accounts managed by T. Rowe Price or one of its affiliates (please note that shareholders of the investing T. Rowe Price fund are still subject to the policy).

Transactions in certain rebalancing, asset allocation, wrap programs, and other advisory programs, as well as non-T. Rowe Price fund-of-funds products, may also be exempt from the 30-Day Purchase Block, subject to prior written approval by T. Rowe Price.

In addition to restricting transactions in accordance with the 30-Day Purchase Block, T. Rowe Price may, in its discretion, reject (or instruct an intermediary to reject) any purchase or exchange into a fund from a person (which includes individuals and entities) whose trading activity could disrupt the management of the fund or dilute the value of the fund’s shares, including trading by persons acting collectively (e.g., following the advice of a newsletter). Such persons may be barred, without prior notice, from further purchases of T. Rowe Price funds for a period longer than 30 calendar days or permanently.

Intermediary Accounts If you invest in T. Rowe Price funds through an intermediary, you should review the intermediary’s materials carefully or consult with the intermediary directly to determine the trading policy that will apply to your trades in the funds as well as any other rules or conditions on transactions that may apply. If T. Rowe Price is unable to identify a transaction placed through an intermediary as exempt from the excessive trading policy, the 30-Day Purchase Block may apply.


  

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Intermediaries may maintain their underlying accounts directly with the fund, although they often establish an omnibus account (one account with the fund that represents multiple underlying shareholder accounts) on behalf of their customers. When intermediaries establish omnibus accounts in the T. Rowe Price funds, T. Rowe Price is not able to monitor the trading activity of the underlying shareholders. However, T. Rowe Price monitors aggregate trading activity at the intermediary (omnibus account) level in an attempt to identify activity that indicates potential excessive or short-term trading. If it detects suspicious trading activity, T. Rowe Price contacts the intermediary and may request personal identifying information and transaction histories for some or all underlying shareholders (including plan participants, if applicable). If T. Rowe Price believes that excessive or short-term trading has occurred, it will instruct the intermediary to impose restrictions to discourage such practices and take appropriate action with respect to the underlying shareholder, including restricting purchases for 30 calendar days or longer. There is no assurance that T. Rowe Price will be able to properly enforce its excessive trading policies for omnibus accounts. Because T. Rowe Price generally relies on intermediaries to provide information and impose restrictions for omnibus accounts, its ability to monitor and deter excessive trading will be dependent upon the intermediaries’ timely performance of their responsibilities.

T. Rowe Price may allow an intermediary or other third party to maintain restrictions on trading in the T. Rowe Price funds that differ from the 30-Day Purchase Block. An alternative excessive trading policy would be acceptable to T. Rowe Price if it believes that the policy would provide sufficient protection to the T. Rowe Price funds and their shareholders that is consistent with the excessive trading policy adopted by the funds’ Boards of Directors/Trustees.

Retirement Plan Accounts If shares are held in a retirement plan, generally the
30-Day Purchase Block applies only to shares redeemed by a participant-directed exchange to another fund. However, the 30-Day Purchase Block may apply to transactions other than exchanges depending on how shares of the plan are held at T. Rowe Price or the excessive trading policy applied by your plan’s recordkeeper. An alternative excessive trading policy may apply to the T. Rowe Price funds where a retirement plan has its own policy deemed acceptable to T. Rowe Price. You should contact T. Rowe Price or your plan recordkeeper to determine which of your transactions are subject to the funds’ 30-Day Purchase Block or an alternative policy.

There is no guarantee that T. Rowe Price will be able to identify or prevent all excessive or short-term trades or trading practices.

Signature Guarantees

An intermediary may need to obtain a signature guarantee in certain situations,
such as:

· Written requests to redeem over $5 million and wire the redemption proceeds to a bank account not on file;


  

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· Remitting redemption proceeds to any person, address, or bank account not on file; or

· Changing the account registration or broker-dealer of record for an account.

Intermediaries should consult their T. Rowe Price Financial Institution Services representative for specific requirements.

The signature guarantee must be obtained from a financial institution that is a participant in a Medallion signature guarantee program. You can obtain a Medallion signature guarantee from most banks, savings institutions, broker-dealers, and other guarantors acceptable to T. Rowe Price. When obtaining a Medallion signature guarantee, please discuss with the guarantor the dollar amount of your proposed transaction. It is important that the level of coverage provided by the guarantor’s stamp covers the dollar amount of the transaction or it may be rejected. We cannot accept guarantees from notaries public or organizations that do not provide reimbursement in the case of fraud.

DISTRIBUTION, SHAREHOLDER SERVICING, AND RECORDKEEPING FEES

The Advisor Class has adopted a 12b-1 plan under which it pays a fee at a rate of up to 0.25% of its average daily net assets per year to various unaffiliated intermediaries, such as brokers, banks, insurance companies, and retirement plan recordkeepers for distribution and/or shareholder servicing of the Advisor Class shares. Distribution payments may include payments to intermediaries for making the Advisor Class shares available to their customers (e.g., providing the fund with “shelf space” or inclusion on a “preferred list” or “supermarket” platform). Shareholder servicing payments may include payments to intermediaries for providing shareholder support services to existing shareholders of the Advisor Class. These payments may be more or less than the costs incurred by the intermediaries. Because the fees are paid from the Advisor Class net assets on an ongoing basis, they will increase the cost of your investment and, over time, could result in your paying more than with other types of sales charges. The Advisor Class may also separately compensate intermediaries at a rate of up to 0.15% of average daily net assets per year for various recordkeeping and transfer agent services they perform. These services include maintaining separate records for each customer, transmitting net purchase and redemption orders, mailing shareholder confirmations and periodic statements, and providing telephone and Internet support to respond to questions regarding the customer’s account.

Payment of these fees may influence your financial advisor’s recommendation of the fund or of any particular share class of the fund.


   

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ORGANIZATION AND MANAGEMENT

How is the fund organized?

The fund was incorporated in Maryland in 1973 and is an “open-end management investment company” or mutual fund. Mutual funds pool money received from shareholders and invest it to try to achieve specified objectives. In 2002, the fund issued two separate share classes known as the Advisor Class and R Class.

Shareholders have benefitted from T. Rowe Price’s investment management experience since 1937.

What is meant by “shares”?

As with all mutual funds, investors purchase shares when they put money in a fund. These shares are part of a fund’s authorized capital stock, but share certificates are not issued.

Each share and fractional share entitles the shareholder to:

· Receive a proportional interest in income and capital gain distributions of the class. The income dividends for Advisor Class shares will generally differ from those of other classes to the extent that the expense ratios of the classes differ.

· Cast one vote per share on certain fund matters, including the election of fund directors/trustees, changes in fundamental policies, or approval of changes in the fund’s management contract. Shareholders of each class have exclusive voting rights on matters affecting only that class.

Do T. Rowe Price funds have annual shareholder meetings?

The funds are not required to hold annual meetings and, to avoid unnecessary costs to fund shareholders, do not do so except when certain matters, such as a change in fundamental policies, must be decided. In addition, shareholders representing at least 10% of all eligible votes may call a special meeting for the purpose of voting on the removal of any fund director or trustee. If a meeting is held and you cannot attend, you can vote by proxy. Before the meeting, the fund will send or make available to you proxy materials that explain the issues to be decided and include instructions on voting by mail or telephone or on the Internet.

Who runs the fund?

General Oversight

The fund is governed by a Board of Directors that meets regularly to review fund investments, performance, expenses, and other business affairs. The Board elects the


  

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fund’s officers. At least 75% of Board members are independent of T. Rowe Price and its affiliates (the “Firm”).

All decisions regarding the purchase and sale of fund investments are made by T. Rowe Price–specifically by the fund’s portfolio manager.

Investment Adviser

T. Rowe Price is the fund’s investment adviser and oversees the selection of the fund’s investments and management of the fund’s portfolio. T. Rowe Price is a SEC-registered investment adviser that provides investment management services to individual and institutional investors, and sponsors and serves as adviser and sub-adviser to registered investment companies, institutional separate accounts, and common trust funds. The address for T. Rowe Price is 100 East Pratt Street, Baltimore, Maryland 21202. As of June 30, 2013, the Firm had approximately $614 billion in assets under management and provided investment management for more than 10 million individual and institutional investor accounts.

Portfolio Management

T. Rowe Price has established an Investment Advisory Committee with respect to the fund. The committee chairman has day-to-day responsibility for managing the fund’s portfolio and works with the committee in developing and executing the fund’s investment program. The members of the committee are as follows: Daniel O. Shackelford, Chairman, Steve Boothe, Brian J. Brennan, Christopher P. Brown, Geoffrey M. Hardin, Steven C. Huber, Alan D. Levenson, Andrew C. McCormick, Vernon A. Reid, Jr., David A. Tiberii, and Edward A. Wiese. The following information provides the year that the chairman first joined the Firm and the chairman’s specific business experience during the past five years (although the chairman may have had portfolio management responsibilities for a longer period). Mr. Shackelford has been chairman of the committee since 2002. He joined the Firm in 1999 and his investment experience dates from 1981. He has served as a portfolio manager with the Firm throughout the past five years. The Statement of Additional Information provides additional information about the portfolio manager’s compensation, other accounts managed by the portfolio manager, and the portfolio manager’s ownership of fund shares.

The Management Fee

This fee has two parts–an “individual fund fee,” which reflects a fund’s particular characteristics, and a “group fee.” The group fee, which is designed to reflect the benefits of the shared resources of the T. Rowe Price investment management complex, is calculated daily based on the combined net assets of all T. Rowe Price funds (except the Spectrum Funds, Retirement Funds, TRP Reserve Investment Funds, and any index or private label mutual funds). The group fee schedule (in the following table) is graduated, declining as the asset total rises, so shareholders benefit from the overall growth in mutual fund assets.


  

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Group Fee Schedule

  

  0.334%*

First $50 billion

0.305%

Next $30 billion

0.300%

Next $40 billion

0.295%

Next $40 billion

0.290%

Next $60 billion

0.285%

Next $80 billion

0.280%

Next $100 billion

0.275%

Thereafter

* Represents a blended group fee rate containing various breakpoints.

The fund’s group fee is determined by applying the group fee rate to the fund’s average daily net assets. On May 31, 2013, the annual group fee rate was 0.30%. The individual fund fee, also applied to the fund’s average daily net assets, is 0.15%.

The expenses shown in the fee table in Section 1 are generally based on a fund’s prior fiscal year. In periods of market volatility, assets may decline significantly, causing total annual fund operating expenses to become higher than the numbers shown in the fee table.

A discussion about the factors considered by the Board and its conclusions in approving the fund’s investment management contract with T. Rowe Price appears in the fund’s annual report to shareholders for the period ended May 31.

Fund Operations and Shareholder Services

T. Rowe Price provides accounting services to the T. Rowe Price funds. T. Rowe Price Services, Inc. acts as the transfer and dividend disbursing agent and provides shareholder and administrative services to the funds. These companies receive compensation from the funds for their services. The funds may also pay third-party intermediaries for performing shareholder and administrative services for underlying shareholders in omnibus accounts.

MORE INFORMATION ABOUT THE FUND AND ITS INVESTMENT RISKS

Consider your investment goals, your time horizon for achieving them, and your tolerance for risk. The fund may be appropriate for you if you are investing through an intermediary and seek an attractive level of income and are willing to accept the risk of a declining share price when interest rates rise. Steadily reinvesting the fund’s income is a conservative strategy for building capital over time. If you are investing primarily for safety and liquidity, you should consider a money fund.

The fund should offer higher yields than money and short-term bond funds and generally less volatility than longer-term bond funds. In addition, the portfolio is


  

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widely diversified among a broad range of fixed income securities, thus reducing the effect of a single bond’s price fluctuations on the fund’s share price or total return.

In addition to investing in a wide array of bonds and other debt instruments, the fund also uses interest rate futures and forward currency exchange contracts as part of its principal investment strategies. Interest rate futures are typically used to manage the fund’s duration and overall interest rate exposure, but may also be used as a tool to help manage significant cash flows into and out of the fund. Forward currency exchange contracts are used to protect the fund’s non-U.S. dollar-denominated holdings from adverse currency movements by hedging the fund’s foreign currency exposure back to the U.S. dollar, as well as to gain exposure to a currency believed to be appreciating in value versus other currencies.

The fund’s yield will vary. A fund’s yield is the annualized dividends earned for a given period (typically 30 days for bond funds), divided by the share price at the end of the period. A fund’s total return includes distributions from income and capital gains and the change in share price for a given period.

Credit quality refers to a bond issuer’s expected ability to make all required interest and principal payments on time. Because highly-rated issuers represent less risk, they can borrow at lower interest rates than less-creditworthy issuers. Therefore, a fund investing in high-quality securities should have a lower yield than an otherwise comparable fund investing in lower-quality securities.

Every bond has a stated maturity date when the issuer must repay the bond’s entire principal value to the investor. However, many bonds are “callable,” meaning their principal can be repaid before the stated maturity date. Bonds are most likely to be called when interest rates are falling because the issuer can refinance at a lower rate, just as a homeowner refinances a mortgage when interest rates fall. In that environment, a bond’s “effective maturity” is usually its nearest call date. For example, the rate at which homeowners pay down their mortgage principal determines the effective maturity of mortgage-backed bonds.

Mortgage-backed securities differ from other high-quality bonds in one major respect. Non-mortgage bonds generally repay principal (face value of the bond) when their maturity date is reached, but most mortgage-backed securities repay principal continually as homeowners make mortgage payments. Homeowners have the option of paying either part or all of the loan balance before maturity, perhaps to refinance or buy a new home. As a result, the effective maturity of a mortgage-backed security is virtually always shorter than its stated maturity. For example, a newly issued pass-through certificate backed by 30-year, fixed rate mortgages will generally have a far shorter life than 30 years - probably 12 years or less. Therefore, it will usually be about as volatile as a 10-year Treasury bond. It is possible to estimate the average life of an entire mortgage pool backing a particular security with some accuracy, but not with certainty.


  

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A bond fund has no real maturity, but it does have a weighted average maturity and a weighted average effective maturity. Each of these numbers is an average of the stated or effective maturities of the underlying bonds, with each bond’s maturity “weighted” by the percentage of fund assets it represents. (The fund’s average effective maturity is calculated by reference to the nearest mortgage prepayment dates, call dates, or coupon reset dates of the underlying holdings.) Some funds utilize effective maturities rather than stated maturities when managing a fund to a certain average maturity, which provides additional flexibility in portfolio management.

Duration is a calculation that seeks to measure the price sensitivity of a bond or a bond fund to changes in interest rates. It is expressed in years, like maturity, but it is a better indicator of price sensitivity than maturity because it takes into account the time value of cash flows generated over the bond’s life. Future interest and principal payments are discounted to reflect their present value and then multiplied by the number of years they will be received to produce a value expressed in years–the duration. “Effective” duration takes into account call features and sinking fund payments that may shorten a bond’s life.

Since duration can be computed for bond funds, you can estimate the effect of interest rate fluctuations on share prices by multiplying fund duration by an expected change in interest rates. For example, the price of a bond fund with a duration of five years would be expected to fall approximately 5% if rates rose by one percentage point. A bond fund with a longer duration will generally be more sensitive to changes in interest rates than a bond fund with a shorter duration. (A bond fund’s duration is shown in its shareholder report.)

As with any mutual fund, there is no guarantee the fund will achieve its objective. The fund’s share price fluctuates, which means you could lose money when you sell your shares of the fund. The income level of the fund will change with market conditions and interest rate levels.

Some particular risks affecting the fund include the following:

Market risk The market price of securities owned by the fund may go up or down, sometimes rapidly or unpredictably. Securities may decline in value due to factors affecting securities markets generally or particular industries represented in the securities markets. The value of a security may decline due to general market conditions which are not specifically related to a particular issuer, such as real or perceived adverse economic conditions, changes in the general outlook for an issuer’s financial condition, changes in interest or currency rates or adverse investor sentiment generally. The value of a security may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry.

Interest rate risk This is the risk that interest rates will increase, causing a decline in bond prices. (Bond prices and interest rates usually move in opposite directions.) Prices fall because the bonds and notes in the fund’s portfolio become less attractive


  

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to other investors when securities with higher yields become available. Generally, securities with longer maturities and funds with longer weighted average maturities have greater interest rate risk. As a result, in a rising interest rate environment, the net asset value of a fund with a longer weighted average maturity typically decreases at a faster rate than the net asset value of a fund with a shorter weighted average maturity. Because the fund may invest in debt securities of any maturity, it carries more interest rate risk than a fund that invests in shorter-term securities.

Credit risk This is the risk that an issuer of a debt security held by the fund will default (fail to make scheduled payments), potentially reducing the fund’s income and share price. This risk is increased when a portfolio security is downgraded or the perceived creditworthiness of an issuer or counterparty deteriorates.

Liquidity risk This is the risk that a fund may not be able to sell a holding in a timely manner at a desired price. Sectors of the bond market can experience sudden downturns in trading activity. During periods of reduced market liquidity, the spread between the price at which a security can be bought and the price at which it can be sold can widen, and the fund may not be able to sell a holding readily at a price that reflects what the fund believes it should be worth. Less liquid securities can also become more difficult to value.

Foreign investing risk To the extent a fund holds foreign securities, it will be subject to special risks, whether the securities are denominated in U.S. dollars or foreign currencies. These risks include potentially adverse political and economic conditions overseas, greater volatility, lower liquidity, and the possibility that foreign currencies will decline against the dollar, lowering the value of securities denominated in those currencies and possibly a fund’s share price.

Prepayment risk This is the risk that a fund investing in mortgage-backed securities, certain asset-backed securities, and other debt securities that have embedded call options can be hurt when interest rates fall because borrowers tend to refinance and prepay principal. Receiving increasing prepayments in a falling interest rate environment causes the average maturity of the portfolio to shorten, reducing its potential for price gains. It also requires the fund to reinvest proceeds at lower interest rates, which reduces the fund’s total return and yield, and could result in a loss if bond prices fall below the level that the fund paid for them.

Extension risk This is the risk that a rise in interest rates or lack of refinancing opportunities can cause a fund’s average maturity to lengthen unexpectedly due to a drop in expected prepayments of mortgage-backed securities, asset-backed securities, and callable debt securities. This would increase a fund’s sensitivity to rising rates and its potential for price declines.

Derivatives risk The fund’s use of interest rate futures and forward currency exchange contracts exposes the fund to additional volatility in comparison to investing directly in bonds and other debt instruments. These instruments can experience reduced liquidity and become difficult to value, and any of these


  

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instruments not traded on an exchange are subject to the risk that a counterparty to the transaction will fail to meet its obligations under the derivatives contract. The use of these instruments involves the risks that anticipated interest rate movements and changes in currency movements will not be accurately predicted.

Efforts to reduce risk Consistent with the fund’s objective, the portfolio manager uses various tools to try to reduce risk and increase total return, including:

· Attempting to reduce the impact of a single holding or sector on the fund’s net asset value.

· Thorough credit research by our own analysts.

· Adjusting fund duration to try to reduce the drop in the fund’s price when interest rates rise or to benefit from the rise in price when rates fall.

In addition to the fund’s normal investments, the fund may employ other strategies that are not considered part of its principal investment strategies. Such investments may include other securities and, to a limited extent, other types of derivatives than those described in the fund’s principal strategies.

A derivative involves risks different from, and possibly greater than, the risks associated with investing directly in the assets on which the derivative is based. Derivatives can be highly volatile, illiquid, and difficult to value, and changes in the value of a derivative may not properly correlate with changes in the value of the underlying asset, reference rate, or index. A fund could be exposed to significant losses if it is unable to close a derivatives position due to the lack of a liquid secondary trading market. Derivatives involve the risk that a counterparty to the derivatives agreement will fail to make required payments or comply with the terms of the agreement. There is also the possibility that limitations or trading restrictions may be imposed by an exchange or government regulation, which could adversely impact the value and liquidity of a derivatives contract subject to such regulation.

Recent legislation calls for a new regulatory framework for the derivatives markets. The full extent and impact of new regulations are not certain at this time. New regulations have made the use of derivatives by funds more costly, may limit the availability of certain types of derivatives, and may otherwise adversely affect the value or performance of derivatives used by funds.

The Statement of Additional Information contains more detailed information about the fund and its investments, operations, and expenses.

INVESTMENT POLICIES AND PRACTICES

This section takes a detailed look at some of the types of fund securities and the various kinds of investment practices that may be used in day-to-day portfolio


  

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management. Fund investments are subject to further restrictions and risks described in the Statement of Additional Information.

Shareholder approval is required to substantively change fund objectives. Shareholder approval is also required to change certain investment restrictions noted in the following section as “fundamental policies.” Portfolio managers also follow certain “operating policies” that can be changed without shareholder approval.

Fund holdings of certain kinds of investments cannot exceed maximum percentages of total assets, which are set forth in this prospectus. For instance, fund investments in certain derivatives are limited to 10% of total assets. While these restrictions provide a useful level of detail about fund investments, investors should not view them as an accurate gauge of the potential risk of such investments. For example, in a given period, a 5% investment in derivatives could have significantly more of an impact on a fund’s share price than its weighting in the portfolio. The net effect of a particular investment depends on its volatility and the size of its overall return in relation to the performance of all other fund investments.

Certain investment restrictions, such as a required minimum or maximum investment in a particular type of security, are measured at the time a fund purchases a security. The status, market value, maturity, credit quality, or other characteristics of a fund’s securities may change after they are purchased, and this may cause the amount of a fund’s assets invested in such securities to exceed the stated maximum restriction or fall below the stated minimum restriction. If any of these changes occur, it would not be considered a violation of the investment restriction and will not require the sale of an investment if it was proper at the time it was made (this exception does not apply to a fund’s borrowing policy). However, purchases by a fund during the time it is above or below the stated percentage restriction would be made in compliance with applicable restrictions.

Changes in fund holdings, fund performance, and the contribution of various investments to fund performance are discussed in the shareholder reports.

Portfolio managers have considerable discretion in choosing investment strategies and selecting securities they believe will help achieve fund objectives.

Types of Portfolio Securities

In seeking to meet its investment objective, fund investments may be made in any type of security or instrument (including certain potentially high-risk derivatives described in this section) whose investment characteristics are consistent with its investment program. The following pages describe various types of fund holdings and investment management practices.

Diversification As a fundamental policy, the fund will not purchase a security if, as a result, with respect to 75% of its total assets, more than 5% of the fund’s total assets would be invested in securities of a single issuer or more than 10% of the outstanding voting securities of the issuer would be held by the fund. These limitations do not


  

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apply to fund purchases of securities issued or guaranteed by the U.S. government, its agencies, or instrumentalities.

Bonds

A bond is an interest-bearing security. The issuer has a contractual obligation to pay interest at a stated rate on specific dates and to repay principal (the bond’s face value) on a specified date. An issuer may have the right to redeem or “call” a bond before maturity, and the investor may have to reinvest the proceeds at lower market rates. Bonds can be issued by U.S. and foreign governments, states, and municipalities, as well as a wide variety of companies.

A bond’s annual interest income, set by its coupon rate, is usually fixed for the life of the bond. Its yield (income as a percent of current price) will fluctuate to reflect changes in interest rate levels. A bond’s price usually rises when interest rates fall and vice versa, so its yield stays consistent with current market conditions.

Conventional fixed rate bonds offer a coupon rate for a fixed maturity with no adjustment for inflation. Real rate of return bonds also offer a fixed coupon but include ongoing inflation adjustments for the life of the bond.

Bonds may be unsecured (backed by the issuer’s general creditworthiness only) or secured (also backed by specified collateral). Bonds include asset- and mortgage-backed securities.

Certain bonds have interest rates that are adjusted periodically. These interest rate adjustments tend to minimize fluctuations in the bonds’ principal values. The maturity of those securities may be shortened under certain specified conditions.

Municipal Securities

The fund may invest in municipal notes and bonds, which are interest-bearing securities issued by state and local governments and governmental authorities to pay for public projects and services. The issuer of a municipal security has a contractual obligation to pay interest at a stated rate and to repay principal (the bond’s face value) on a specified date. An issuer may have the right to redeem or “call” a bond before maturity, which could require reinvestment of the proceeds at lower rates. The fund may purchase insured municipal bonds, which provide a guarantee that the bond’s interest and principal will be paid when due if the issuing entity defaults. Municipal bond insurance does not guarantee the price of the bond.

Income received from most municipal securities is exempt from federal income taxes. As a result, the yield on a municipal bond is typically lower than the yield on a taxable bond of similar quality and maturity. Like a taxable bond, a municipal bond’s price usually rises when interest rates fall and vice versa so its yield stays consistent with current market conditions.

Bond investments may include Build America Bonds issued by state and local governments to finance capital expenditures for which they otherwise could issue


  

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tax-exempt governmental bonds. Unlike most other municipal obligations, interest received on Build America Bonds is taxable to the bondholder. These include bonds on which the issuer may receive an interest payment subsidy directly from the U.S. Treasury, known as direct pay Build America Bonds, and bonds on which the investor may receive a tax credit, known as tax credit Build America Bonds.

Common and Preferred Stocks

Stocks represent shares of ownership in a company. Generally, preferred stock has a specified dividend and ranks after bonds and before common stocks in its claim on income for dividend payments and on assets should the company be liquidated. After other claims are satisfied, common stockholders participate in company profits on a pro-rata basis; profits may be paid out in dividends or reinvested in the company to help it grow. Increases and decreases in earnings are usually reflected in a company’s stock price, so common stocks generally have the greatest appreciation and depreciation potential of all corporate securities. Unlike common stock, preferred stock does not ordinarily carry voting rights. While most preferred stocks pay a dividend, a fund may decide to purchase preferred stock where the issuer has omitted, or is in danger of omitting, payment of its dividend.

Convertible Securities and Warrants

Investments may be made in debt or preferred equity securities that are convertible into, or exchangeable for, equity securities at specified times in the future and according to a certain exchange ratio. Convertible bonds are typically callable by the issuer, which could in effect force conversion before the holder would otherwise choose. Traditionally, convertible securities have paid dividends or interest at rates higher than common stocks but lower than nonconvertible securities. They generally participate in the appreciation or depreciation of the underlying stock into which they are convertible, but to a lesser degree than common stock. Some convertible securities combine higher or lower current income with options and other features. Warrants are options to buy, directly from the issuer, a stated number of shares of common stock at a specified price anytime during the life of the warrants (generally, two or more years). Warrants can be highly volatile, have no voting rights, and pay no dividends.

Operating policy The fund may invest up to 20% of total assets in preferred stocks and securities that are convertible into, or which carry warrants for, common stocks or other equity securities. Under normal conditions, the fund does not expect to directly purchase common stocks. However, the fund may occasionally hold shares of common stock that were received through a reorganization, restructuring, exercise, exchange, conversion, or similar action.

Foreign Securities

Investments may be made in foreign securities. These include nondollar-denominated securities traded outside of the U.S. and dollar-denominated securities of foreign issuers traded in the U.S. (such as Yankee bonds). Investing in foreign


  

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securities involves special risks that can increase the potential for losses. These include: exposure to potentially adverse local, political, social, and economic developments such as war, political instability, hyperinflation, currency devaluations, and overdependence on particular industries; government interference in markets such as nationalization and exchange controls, expropriation of assets, or imposition of punitive taxes; potentially lower liquidity and higher volatility; possible problems arising from accounting, disclosure, settlement, and regulatory practices and legal rights that differ from U.S. standards; and the chance that fluctuations in foreign exchange rates will decrease the investment’s value (favorable changes can increase its value). These risks are heightened for a fund’s investments in emerging markets.

Operating policy There is no limit on fund investments in U.S. dollar-denominated debt securities issued by foreign issuers, foreign branches of U.S. banks, and U.S. branches of foreign banks. The fund may also invest up to 20% of total assets (excluding reserves) in non-U.S. dollar-denominated foreign debt securities. Subject to the overall limit on fund investments in foreign debt securities, there is no limit on the amount of foreign investments that may be made in emerging markets.

Mortgage-Backed Securities

A fund may invest in a variety of mortgage-backed securities. Mortgage lenders pool individual home mortgages with similar characteristics to back a certificate or bond, which is sold to investors such as the fund. Interest and principal payments generated by the underlying mortgages are passed through to the investors. The “big three” issuers are the Government National Mortgage Association, the Federal National Mortgage Association, and the Federal Home Loan Mortgage Corporation. Government National Mortgage Association certificates are backed by the full faith and credit of the U.S. government, while others, such as the Federal National Mortgage Association and Federal Home Loan Mortgage Corporation certificates, are only supported by the ability to borrow from the U.S. Treasury or by the credit of the agency. (Since September 2008, the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation have operated under conservatorship of the Federal Housing Finance Agency, an independent federal agency.) Private mortgage bankers and other institutions also issue mortgage-backed securities.

Mortgage-backed securities are subject to scheduled and unscheduled principal payments as homeowners pay down or prepay their mortgages. As these payments are received, they must be reinvested when interest rates may be higher or lower than on the original mortgage security. Therefore, these securities are not an effective means of locking in long-term interest rates. In addition, when interest rates fall, the rate of mortgage prepayments tends to increase. These refinanced mortgages are paid off at face value or “par,” causing a loss for any investor who may have purchased the security at a price above par. In such an environment, this risk limits the potential price appreciation of these securities and can negatively affect a fund’s net asset value. When interest rates rise, the prices of mortgage-backed securities can be expected to


  

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decline. In addition, when interest rates rise and prepayments slow, the effective duration of mortgage-backed securities extends, resulting in increased price volatility.

Operating policy There is no limit on fund investments in mortgage-backed securities.

Other types of mortgage-backed securities in which the fund may invest include:

Collateralized Mortgage Obligations Collateralized mortgage obligations are debt securities that are fully collateralized by a portfolio of mortgages or mortgage-backed securities including Government National Mortgage Association, Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, and non-agency-backed mortgages. All interest and principal payments from the underlying mortgages are passed through to the collateralized mortgage obligations in such a way as to create different classes with varying risk characteristics, payment structures, and maturity dates. Collateralized mortgage obligation classes may pay fixed or variable rates of interest, and certain classes have priority over others with respect to the receipt of prepayments and allocation of defaults.

Stripped Mortgage Securities Stripped mortgage securities are created by separating the interest and principal payments generated by a pool of mortgage-backed securities or a collateralized mortgage obligation to create additional classes of securities. Generally, one class receives interest-only payments and another receives principal-only payments. Unlike other mortgage-backed securities and principal-only strips, the value of interest-only strips tends to move in the same direction as interest rates. A fund can use interest-only strips as a hedge against falling prepayment rates (when interest rates are rising) and/or in an unfavorable market environment. Principal-only strips can be used as a hedge against rising prepayment rates (when interest rates are falling) and/or in a favorable market environment. Interest-only strips and principal-only strips are acutely sensitive to interest rate changes and to the rate of principal prepayments.

A rapid or unexpected increase in prepayments can severely depress the price of interest-only strips, while a rapid or unexpected decrease in prepayments could have the same effect on principal-only strips. Of course, under the opposite conditions these securities may appreciate in value. These securities can be very volatile in price and may have less liquidity than most other mortgage-backed securities. Certain non-stripped collateralized mortgage obligation classes may also exhibit these qualities, especially those that pay variable rates of interest that adjust inversely with, and more rapidly than, short-term interest rates. In addition, if interest rates rise rapidly and prepayment rates slow more than expected, certain collateralized mortgage obligation classes, in addition to losing value, can exhibit characteristics of long-term securities and become more volatile. There is no guarantee that a fund’s investments in collateralized mortgage obligations, interest-only strips, or principal-only strips will be successful, and a fund’s total return could be adversely affected as a result.

Operating policy Fund investments in stripped mortgage securities are limited to 10% of total assets.


  

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Commercial Mortgage-Backed Securities Commercial mortgage-backed securities are securities created from a pool of commercial mortgage loans, such as loans for hotels, shopping centers, office buildings, and apartment buildings. Interest and principal payments from the loans are passed on to the investor according to a schedule of payments. Credit quality depends primarily on the quality of the loans themselves and on the structure of the particular deal. Generally, deals are structured with senior and subordinate classes. The degree of subordination is determined by the rating agencies who rate the individual classes of the structure. Commercial mortgages are generally structured with prepayment penalties, which greatly reduce prepayment risk to the investor. However, the value of these securities may change because of actual or perceived changes in the creditworthiness of the individual borrowers, their tenants, the servicing agents, or the general state of commercial real estate. There is no limit on fund investments in these securities.

Asset-Backed Securities

An underlying pool of assets, such as credit card or automobile trade receivables or corporate loans or bonds, backs these bonds and provides the interest and principal payments to investors. On occasion, the pool of assets may also include a swap obligation, which is used to change the cash flows on the underlying assets. As an example, a swap may be used to allow floating rate assets to back a fixed rate obligation. Credit quality depends primarily on the quality of the underlying assets, the level of any credit support provided by the structure or by a third-party insurance wrap, and the credit quality of the swap counterparty. The underlying assets (i.e., loans) are sometimes subject to prepayments, which can shorten the security’s effective maturity and may lower its return. The value of these securities also may change because of actual or perceived changes in the creditworthiness of the individual borrowers, the originator, the servicing agent, the financial institution providing the credit support, or the swap counterparty. There is no limit on fund investments in asset-backed securities.

Inflation-Linked Securities

Inflation-linked securities are income-generating instruments whose interest and principal payments are adjusted for inflation—a sustained increase in prices of goods and services that erodes the purchasing power of money. Treasury inflation-protected securities are inflation-linked securities issued by the U.S. government. Inflation-linked bonds are also issued by corporations, U.S. government agencies, and foreign countries. The inflation adjustment, which is typically applied monthly to the principal of the bond, follows a designated inflation index, such as the consumer price index. A fixed coupon rate is applied to the inflation-adjusted principal so that as inflation rises, both the principal value and the interest payments increase. This can provide investors with a hedge against inflation, as it helps preserve the purchasing power of your investment. Because of this inflation-adjustment feature, inflation-protected bonds typically have lower yields than conventional fixed rate bonds.


  

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Inflation-protected bonds normally will decline in price when real interest rates rise. (A real interest rate is calculated by subtracting the inflation rate from a nominal interest rate. For example, if a 10-year Treasury note is yielding 5% and inflation expectations for the next 10 years are 2%, the real interest rate is 3%.) If inflation is negative, the principal and income of an inflation-protected bond could decline and result in losses for the fund.

Noninvestment-Grade Debt Instruments

The fund’s investments in noninvestment-grade companies can include loan participations and assignments, as well as “junk” bonds. Investment in loans involve special types of risk, including those of being a direct lender and reduced liquidity. The price and yield of junk bonds can be expected to fluctuate more than the price and yield of higher-quality bonds.

Investments involving below investment-grade issuers or borrowers are regarded as more volatile than investment-grade bonds and have greater risk with respect to the issuer’s continuing ability to meet principal and interest payments. Normally, the fund will invest in loans and junk bonds through investments in other T. Rowe Price funds that concentrate their investments in these areas.

Operating policy Fund investments in noninvestment-grade securities and loans are limited to 5% of total assets.

Derivatives and Leverage

A derivative is a financial instrument whose value is derived from an underlying security such as a stock or bond or from a market benchmark, such as an interest rate index. Many types of investments representing a wide range of risks and potential rewards may be considered derivatives, including conventional instruments such as futures and options, as well as other potentially more complex investments such as swaps and structured notes. The use of derivatives can involve leverage. Leverage has the effect of magnifying returns, positively or negatively. The effect on returns will depend on the extent to which an investment is leveraged. For example, an investment of $1, leveraged at 2 to 1, would have the effect of an investment of $2. Leverage ratios can be higher or lower with a corresponding effect on returns. The fund may use derivatives in certain situations to help accomplish any or all of the following: to hedge against a decline in principal value, to increase yield, to manage exposure to changes in interest or currency exchange rates, to invest in eligible asset classes with greater efficiency and at a lower cost than is possible through direct investment, or to adjust portfolio duration or credit risk exposure.

While individual fund investments may involve leverage, the fund will not invest in any high-risk, highly leveraged derivative instrument that, at the time of entering into the derivative transaction, is expected to cause the overall price volatility of the portfolio to be meaningfully greater than that of a long-term (over 10-year maturity) investment-grade bond.


  

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Derivatives that may be used include the following as well as others that combine the risk characteristics and features of futures, options, and swaps:

Futures and Options Futures, a type of potentially high-risk derivative, are often used to manage or hedge risk because they enable the investor to buy or sell an asset in the future at an agreed-upon price. Options, another type of potentially high-risk derivative, give the investor the right (when the investor purchases the option), or the obligation (when the investor “writes” or sells the option), to buy or sell an asset at a predetermined price in the future. Futures and options contracts may be bought or sold for any number of reasons, including to manage exposure to changes in interest rates, bond prices, foreign currencies, and credit quality; as an efficient means of increasing or decreasing a fund’s exposure to a specific part or broad segment of the U.S. market or a foreign market; in an effort to enhance income; to protect the value of portfolio securities; to serve as a cash management tool; and to adjust portfolio duration or credit risk exposure. Call or put options may be purchased or sold on securities, futures, and financial indexes. A fund may choose to continue a futures contract by “rolling over” an expiring futures contract into an identical contract with a later maturity date. This could increase the fund’s transaction costs and portfolio turnover rate.

Futures contracts and options may not always be successful hedges; their prices can be highly volatile; using them could lower a fund’s total return; and the potential loss from the use of futures can exceed a fund’s initial investment in such contracts.

Operating policies Initial margin deposits on futures and premiums on options used for non-hedging purposes will not exceed 5% of a fund’s net asset value. The total market value of securities covering call or put options may not exceed 25% of total assets. No more than 5% of total assets will be committed to premiums when purchasing call or put options.

Swaps Fund investments may be made in interest rate, index, total return, credit default, and other types of swap agreements, as well as options on swaps, commonly referred to as “swaptions,” and interest rate swap futures, which are instruments that provide a way to obtain swap exposure and the benefits of futures in one contract. All of these agreements are considered derivatives and, in certain cases, high-risk derivatives. Interest rate, index, and total return swaps are two-party contracts under which a fund and a counterparty, such as a broker or dealer, agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or indexes. Credit default swaps are agreements where one party (the protection buyer) will make periodic payments to another party (the protection seller) in exchange for protection against specified credit events, such as defaults and bankruptcies related to an issuer or underlying credit instrument. Swap futures are futures contracts on interest rate swaps that enable purchasers to settle in cash at a future date at the price determined by a specific benchmark rate at the end of a fixed period. Swaps, swaptions, and swap futures can be used for a variety of purposes, including to manage a fund’s overall exposure to changes in interest or


  

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foreign currency exchange rates and credit quality; as an efficient means of adjusting a fund’s exposure to certain markets; in an effort to enhance income or total return or protect the value of portfolio securities; to serve as a cash management tool; and to adjust portfolio duration or credit risk exposure.

There are risks in the use of swaps and related instruments. Swaps could result in losses if interest or foreign currency exchange rates or credit quality changes are not correctly anticipated by a fund. Total return swaps could result in losses if the reference index, security, or investments do not perform as anticipated. Credit default swaps can increase a fund’s exposure to credit risk and could result in losses if evaluation of the creditworthiness of the counterparty, or of the company or government on which the credit default swap is based, is incorrect. The use of swaps, swaptions, and swap futures may not always be successful. Using them could lower a fund’s total return, their prices can be highly volatile, and the potential loss from the use of swaps can exceed a fund’s initial investment in such instruments. Also, the other party to a swap agreement could default on its obligations or refuse to cash out a fund’s investment at a reasonable price, which could turn an expected gain into a loss. Although there should be minimal counterparty risk associated with investments in interest rate swap futures, a fund could experience delays and/or losses due to the bankruptcy of a swap dealer through which the fund engaged in the transaction.

Operating policies A swap agreement with any single counterparty will not be entered into if the net amount owed or to be received under existing contracts with that party would exceed 5% of total assets or if the net amount owed or to be received by the fund under all outstanding swap agreements will exceed 10% of total assets. For swaptions, the total market value of securities covering call or put options may not exceed 25% of total assets. No more than 5% of total assets will be committed to premiums when purchasing call or put swaptions.

Hybrid Instruments These instruments (a type of potentially high-risk derivative) can combine the characteristics of securities, futures, and options. For example, the principal amount or interest rate of a hybrid could be tied (positively or negatively) to the price of some commodity, currency, security, or securities index or another interest rate (each a “benchmark”). Hybrids can be used as an efficient means of pursuing a variety of investment goals, including currency hedging, duration management, and increased total return. Hybrids may or may not bear interest or pay dividends. The value of a hybrid or its interest rate may be a multiple of a benchmark and, as a result, may be leveraged and move (up or down) more steeply and rapidly than the benchmark. These benchmarks may be sensitive to economic and political events, such as commodity shortages and currency devaluations, which cannot be readily foreseen by the purchaser of a hybrid. Under certain conditions, the redemption value of a hybrid could be zero. Thus, an investment in a hybrid may entail significant market risks that are not associated with a similar investment in a traditional, U.S. dollar-denominated bond that has a fixed principal amount and pays


  

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a fixed rate or floating rate of interest. The purchase of hybrids also exposes the fund to the credit risk of the issuer of the hybrid. These risks may cause significant fluctuations in the net asset value of the fund.

Hybrids can have volatile prices and limited liquidity, and their use may not be successful.

Operating policy Fund investments in hybrid instruments are limited to 10% of total assets.

Currency Derivatives The fund may engage in foreign currency transactions either on a spot (cash) basis at the rate prevailing in the currency exchange market at the time or through forward currency exchange contracts, which are contracts between two counterparties to exchange one currency for another on a future date at a specified exchange rate. In addition to foreign currency forwards, futures, swaps, and options on foreign currencies may also be used to protect a fund’s foreign securities from adverse currency movements relative to the U.S. dollar, as well as to gain exposure to currencies and markets expected to increase or decrease in value relative to other currencies or securities.

The fund may attempt to hedge its exposure to potentially unfavorable currency changes. Forward currency contracts can be used to adjust the foreign exchange exposure of the fund with a view to protecting the portfolio from adverse currency movements, based on T. Rowe Price’s outlook. However, forward currency contracts can also be used in an effort to benefit from a currency believed to be appreciating in value versus other currencies. The fund may invest in non-U.S. currencies directly without holding any non-U.S. securities denominated in those currencies.

Forward currency contracts involve special risks, including, but not limited to, the potential for significant volatility in currency markets, and the risk that in certain markets, particularly emerging markets, it is not possible to engage in effective foreign currency hedging. In addition, such transactions involve the risk that currency movements will not occur as anticipated by T. Rowe Price, which could reduce a fund’s total return.

The fund may enter into foreign currency transactions under the following circumstances:

Lock In When the fund desires to lock in the U.S. dollar price on the purchase or sale of a security denominated in a foreign currency.

Cross Hedge If a particular currency is expected to decrease in value relative to another currency, the fund may sell the currency expected to decrease and purchase a currency that is expected to increase against the currency sold. The fund’s cross hedging transactions may involve currencies in which the fund’s holdings are denominated. However, the fund is not required to own securities in the particular currency being purchased or sold.


  

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Direct Hedge If the fund seeks to eliminate substantially all of the risk of owning a particular currency or believes the portfolio could benefit from price appreciation in a given country’s bonds but did not want to hold the currency, it could employ a direct hedge back into the U.S. dollar. In either case, a fund would enter into a forward contract to sell the currency in which a portfolio security is denominated and purchase U.S. dollars at an exchange rate established at the time it initiated the contract. The cost of the direct hedge transaction may offset most, if not all, of the yield advantage offered by the foreign security, but the fund would hope to benefit from an increase (if any) in the value of the bond.

Proxy Hedge In certain circumstances, a different currency may be substituted for the currency in which the investment is denominated, as part of a strategy known as proxy hedging. In this case, the fund, having purchased a security, will sell a currency whose value is believed to be closely linked to the currency in which the security is denominated. This type of hedging entails greater risk than a direct hedge because it is dependent on a stable relationship between the two currencies paired as proxies, and that relationship may not always be maintained. The fund may also use these instruments to create a synthetic bond, which is issued in one currency with the currency component transformed into another currency.

Costs of Hedging When the fund purchases a foreign bond with a higher interest rate than is available on U.S. bonds of a similar maturity, the additional yield on the foreign bond could be substantially lessened if the fund were to enter into a direct hedge by selling the foreign currency and purchasing the U.S. dollar. This is what is known as the “cost” of hedging. A proxy hedge, which is less costly than a direct hedge, may attempt to reduce this cost through an indirect hedge back to the U.S. dollar.

It is important to note that hedging costs are treated as capital transactions and are not, therefore, deducted from a fund’s dividend distribution and are not reflected in its yield. Instead, such costs will, over time, be reflected in a fund’s net asset value per share and total return. Hedging may result in the application of the mark-to-market and straddle provisions of the Internal Revenue Code. These provisions could result in an increase (or decrease) in the amount of taxable dividends paid by the funds and could affect whether dividends paid by the funds are classified as capital gains or ordinary income.

Operating policy The fund will not commit more than 20% of total assets to any combination of currency derivatives.

Investments in Other Investment Companies

A fund may invest in other investment companies, including open-end funds, closed-end funds, and exchange-traded funds.

A fund may purchase the securities of another investment company to temporarily gain exposure to a portion of the market while awaiting purchase of securities or as


  

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an efficient means of gaining exposure to a particular asset class. The fund might also purchase shares of another investment company to gain exposure to the securities in the investment company’s portfolio at times when the fund may not be able to buy those securities directly. Any investment in another investment company would be consistent with the fund’s objective and investment program.

The risks of owning another investment company are generally similar to the risks of investing directly in the securities in which that investment company invests. However, an investment company may not achieve its investment objective or execute its investment strategy effectively, which may adversely affect the fund’s performance. In addition, because closed-end funds and exchange-traded funds trade on a secondary market, their shares may trade at a premium or discount to the actual net asset value of their portfolio securities and their shares may have greater volatility because of the potential lack of liquidity.

As a shareholder of an investment company not sponsored by T. Rowe Price, the fund must pay its pro-rata share of that investment company’s fees and expenses. The fund’s investments in non-T. Rowe Price investment companies are subject to the limits that apply to investments in other funds under the Investment Company Act of 1940 or under any applicable exemptive order.

A fund may also invest in certain other T. Rowe Price funds as a means of gaining efficient and cost-effective exposure to certain asset classes, provided the investment is consistent with the fund’s investment program and policies. Such an investment could allow the fund to obtain the benefits of a more diversified portfolio than might otherwise be available through direct investments in the asset class, and will subject the fund to the risks associated with the particular asset class. Examples of asset classes in which other T. Rowe Price mutual funds concentrate their investments include high yield bonds, floating rate loans, international bonds, emerging market bonds, real assets equities, and emerging market stocks. If the fund invests in another T. Rowe Price fund, the management fee paid by the fund will be reduced to ensure that the fund does not incur duplicate management fees as a result of its investment.

Illiquid Securities

Some fund holdings may be considered illiquid because they are subject to legal or contractual restrictions on resale or because they cannot be sold in the ordinary course of business within seven days at approximately the prices at which they are valued. The determination of liquidity involves a variety of factors. Illiquid securities may include private placements that are sold directly to a small number of investors, usually institutions. Unlike public offerings, such securities are not registered with the SEC. Although certain of these securities may be readily sold and deemed liquid, for example under Rule 144A of the Securities Act of 1933, others may have resale restrictions and can be illiquid. The sale of illiquid securities may involve substantial delays and additional costs, and a fund may only be able to sell such securities at prices substantially less than what it believes they are worth.


  

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Operating policy Fund investments in illiquid securities are limited to 15% of net assets.

Types of Investment Management Practices

Reserve Position

A certain portion of fund assets may be held in reserves. Fund reserve positions can consist of: 1) shares of a T. Rowe Price internal money fund or short-term bond fund; 2) short-term, high-quality U.S. and foreign dollar-denominated money market securities, including repurchase agreements; and 3) U.S. dollar or non-U.S. dollar currencies. For temporary, defensive purposes, there is no limit on a fund’s holdings in reserves. If a fund has significant holdings in reserves, it could compromise the fund’s ability to achieve its objectives. The reserve position provides flexibility in meeting redemptions, paying expenses and managing cash flows into a fund, and can serve as a short-term defense during periods of unusual market volatility. Non-U.S. dollar reserves are subject to currency risk.

When-Issued Securities and Forwards

A fund may purchase securities on a when-issued or delayed delivery basis or may purchase or sell securities on a forward commitment basis. There is no limit on fund investments in these securities. The price of these securities is fixed at the time of the commitment to buy, but delivery and payment take place after the customary settlement period for that type of security (often a month or more later). During the interim period, the price and yield of the securities can fluctuate, and typically no interest accrues to the purchaser. At the time of delivery, the market value of the securities may be more or less than the purchase or sale price. To the extent the fund remains fully or almost fully invested (in securities with a remaining maturity of more than one year) at the same time it purchases these securities, there will be greater fluctuations in the fund’s net asset value than if the fund did not purchase them.

Borrowing Money and Transferring Assets

A fund may borrow from banks, other persons, and other T. Rowe Price funds for temporary emergency purposes to facilitate redemption requests, or for other purposes consistent with fund policies as set forth in this prospectus. Such borrowings may be collateralized with fund assets, subject to restrictions.

Fundamental policy Borrowings may not exceed 331/3% of total assets.

Operating policy A fund will not transfer portfolio securities as collateral except as necessary in connection with permissible borrowings or investments, and then such transfers may not exceed 331/3% of total assets. A fund will not purchase additional securities when borrowings exceed 5% of total assets.

Lending of Portfolio Securities

A fund may lend its securities to broker-dealers, other institutions, or other persons to earn additional income. Risks include the potential insolvency of the broker-dealer or other borrower that could result in delays in recovering securities and capital


  

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losses. Additionally, losses could result from the reinvestment of collateral received on loaned securities in investments that default or do not perform as well as expected.

Fundamental policy The value of loaned securities may not exceed 331/3% of total assets.

Credit Quality Considerations

The credit quality of many fund holdings is evaluated by rating agencies such as Moody’s Investors Service, Inc. (Moody’s), Standard & Poor’s Ratings Services (S&P), and Fitch Ratings (Fitch). Credit quality refers to the issuer’s ability to meet all required interest and principal payments. The highest ratings are assigned to companies perceived to have the lowest credit risks. T. Rowe Price research analysts also evaluate fund holdings, including those rated by outside agencies. Other things being equal, lower-rated bonds and other debt obligations have higher yields due to greater credit risk.

Credit quality ratings are not guarantees. They are estimates of a company’s financial strength and ability to make interest and principal payments as they come due. Ratings can change at any time due to real or perceived changes in a company’s credit or financial fundamentals.

The following table shows the rating scale used by the major rating agencies.

Ratings of Corporate Debt Securities

      
 

Moody’s

S&P

Fitch

Definition

Long Term

Aaa

AAA

AAA

 

Highest quality

 

Aa

AA

AA

 

High quality

 

A

A

A

 

Upper-medium grade

 

Baa

BBB

BBB

 

Medium grade

 

Ba

BB

BB

 

Speculative

 

B

B

B

 

Highly speculative

 

Caa

CCC

CCC

 

Vulnerable to default

 

Ca

CC

CC

 

Default is imminent

 

C

C

C

 

Probably in default

Portfolio Turnover

Turnover is an indication of frequency of trading. A fund will not generally trade in securities for short-term profits, but when circumstances warrant, securities may be purchased and sold without regard to the length of time held. Each time a fund purchases or sells a security, it incurs a cost. This cost is reflected in its net asset value but not in its operating expenses. The higher the turnover rate, the higher the transaction costs and the greater the impact on a fund’s total return. Higher turnover can also increase the possibility of taxable capital gain distributions.


  

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Funds investing in bonds may have higher turnover than funds investing in stocks. Unlike stocks, fixed-maturity bonds require reinvestment. For funds investing in mortgages and callable debt, frequent reinvestment of principal is often required. Common trading strategies, such as mortgage dollar rolls, can increase turnover. Active investment strategies, such as sector rotation and duration management, also necessitate more frequent trading. The fund’s portfolio turnover rates are shown in the Financial Highlights table.

DISCLOSURE OF FUND PORTFOLIO INFORMATION

Each T. Rowe Price fund’s portfolio holdings are disclosed on a regular basis in its semiannual and annual shareholder reports, and on Form N-Q, which is filed with the SEC within 60 days of the fund’s first and third fiscal quarter-end. The money funds also file detailed month-end portfolio holdings information with the SEC each month. Such information will be made available to the public 60 days after the end of the month to which the information pertains. In addition, the funds disclose their calendar quarter-end portfolio holdings on troweprice.com 15 calendar days after each quarter. Under certain conditions, up to 5% of a fund’s holdings may be included in this portfolio list without being individually identified. Generally, securities would not be individually identified if they are being actively bought or sold and it is determined that the quarter-end disclosure of the holding could be harmful to the fund. A security will not be excluded for these purposes from a fund’s quarter-end holdings disclosure for more than one year. Money funds also disclose their month-end portfolio holdings on troweprice.com five business days after each month. The quarter-end portfolio holdings will remain on the website for one year and the month-end money fund portfolio holdings will remain on the website for six months. Each fund also discloses its 10 largest holdings on troweprice.com on the seventh business day after each month-end. These holdings are listed in alphabetical order along with the aggregate percentage of the fund’s total assets that these 10 holdings represent. Each monthly top 10 list will remain on the website for six months. A description of T. Rowe Price’s policies and procedures with respect to the disclosure of portfolio information is available in the Statement of Additional Information and through troweprice.com.

FINANCIAL HIGHLIGHTS

The Financial Highlights table, which provides information about the fund’s Advisor Class financial history, is based on a single share outstanding throughout the periods shown. The class’ section of the table is part of the fund’s financial statements, which are included in its annual report and are incorporated by reference into the Statement


  

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of Additional Information (available upon request). The total returns in the table represent the rate that an investor would have earned or lost on an investment in the fund (assuming reinvestment of all dividends and distributions and no payment of any applicable account or redemption fees). The financial statements in the annual report were audited by the fund’s independent registered public accounting firm, PricewaterhouseCoopers LLP.


  

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Financial Highlights

            
 

Year ended May 31

 

2009

 

2010

 

2011

 

2012

 

2013

 

Net asset value,
beginning of period

$9.00

 

$8.89

 

$9.45

 

$9.60

 

$9.78

 

Income From Investment Operations

Net investment income*

0.39

a

0.34

a,b

0.32

a,b

0.26

a

0.21

a

Net gains or losses on
securities (both realized
and unrealized)

0.01

 

0.59

 

0.23

 

0.28

 

0.02

 

Total from investment
operations

0.40

 

0.93

 

0.55

 

0.54

 

0.23

 

Less Distributions

Dividends (from net
investment income)

(0.40

)

(0.37

)

(0.32

)

(0.30

)

(0.26

)

Distributions (from
capital gains)

(0.11

)

 

(0.08

)

(0.06

)

(0.09

)

Returns of capital

 

 

 

 

 

Total distributions

(0.51

)

(0.37

)

(0.40

)

(0.36

)

(0.35

)

Net asset value,
end of period

$8.89

 

$9.45

 

$9.60

 

$9.78

 

$9.66

 

Total return

4.71

%a

10.58

%a,b

5.86

%a,b

5.79

%a

2.30

%a

Ratios/Supplemental Data

Net assets, end of period
(in thousands)

$9,503

 

$191,280

 

$29,040

 

$61,811

 

$45,650

 

Ratio of expenses to
average net assets

0.88

%a

0.87

%a,b

0.85

%a,b

0.79

%a

0.83

%a

Ratio of net income to
average net assets

4.48

%a

3.65

%a,b

3.38

%a,b

2.66

%a

2.13

%a

Portfolio turnover rate

81.5

%c

69.0

%

110.7

%c

157.1

%c

130.9

%c

Portfolio turnover rate, excluding mortgage dollar roll transactions

76.0

%

69.0

%

91.9

%

116.2

%

70.1

%

* Per share amounts calculated using average shares outstanding method.

a Excludes expenses permanently waived 0.02%, 0.02%, 0.02%, 0.02%, and 0.02% of average net assets for the years ended May 31, 2013, May 31, 2012, May 31, 2011, May 31, 2010, and May 31, 2009, respectively, related to investments in T Rowe Price mutual funds.

b Includes interest expense on TALF loans of 0.02% and 0.06% of average net assets for the years ended May 31, 2011 and May 31, 2010, respectively.

c The portfolio turnover rate calculation includes purchases and sales from the mortgage dollar roll transactions.


   

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ACCOUNT REQUIREMENTS AND TRANSACTION INFORMATION
   
  

Your fund shares must be purchased through a third-party intermediary, therefore please contact the intermediary
for information regarding its policies on purchasing, exchanging, and redeeming fund shares, as well as initial and subsequent investment minimums.

   

Tax Identification
Number

 

The intermediary must provide T. Rowe Price with its certified taxpayer identification number. Otherwise, federal law requires the funds to withhold a percentage of dividends, capital gain distributions, and redemptions and may subject the intermediary or account holder to an Internal Revenue Service fine. If this information is not received within 60 days after the account is established, the account may be redeemed at the fund’s then-current net asset value.

   
  

All initial and subsequent investments by intermediaries should be made by bank wire or electronic payment. For more information, contact Financial Institution Services by calling
1-800-638-8790.

   

Important Information About Opening an Account

 

Opening a New Account
$2,500 minimum initial investment per fund ($1,000 for retirement accounts and Uniform Gifts to Minors Act/Uniform Transfers to Minors Act accounts) and $25,000 minimum initial investment for Summit Funds; your intermediary may impose different minimums.

   
  

Pursuant to federal law, all financial institutions must obtain, verify, and record information that identifies each person or entity that opens an account.

   
 

 

When an account is opened, the name, residential street address, date of birth, and Social Security or employer identification number for each account owner and person(s) opening an account on behalf of others (such as custodians, agents, trustees, or other authorized signers) must be provided. Corporate and other institutional accounts require documents showing the existence of the entity (such as articles of incorporation or partnership agreements) to open an


  

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account. Certain other fiduciary accounts (such as trusts or power of attorney arrangements) require documentation, which may include an original or certified copy of the trust agreement or power of attorney to open an account. For more information, call Financial Institution Services.

   
  

T. Rowe Price will use this information to verify the identity of the person(s)/entity opening the account. An account cannot be opened until all of this information is received. If the identity of the account holder cannot be verified, T. Rowe Price is authorized to take any action permitted by law. (See Rights Reserved by the Funds.)

   
  

Intermediaries should call Financial Institution Services for an account number, assignment to a dedicated service representative, and wire transfer instructions.

   
  

In order to obtain an account number, the intermediary must supply the name, Social Security or employer identification number, and business street address for the account.

   
  

Intermediaries should complete a New Account form and mail it, with proper documentation identifying your firm, to one of the appropriate addresses listed below. Intermediaries must also enter into a separate agreement with the fund or its agent. The funds are generally available only to investors residing in the United States.

   
  

via U.S. Postal Service
T. Rowe Price Financial Institution Services
P.O. Box 17300
Baltimore, MD 21297-1603

   
  

via private carriers/overnight services
T. Rowe Price Financial Institution Services
Mail Code: OM-4232
4515 Painters Mill Road
Owings Mills, MD 21117-4842

   
  

Note: Please use the correct address to avoid a delay in opening your new account.


  

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PURCHASING ADDITIONAL SHARES
   
  

$100 minimum per fund for all additional purchases and $1,000 minimum required for Summit Funds (your intermediary may impose different minimums)

   

By Wire

 

Intermediaries should call Financial Institution Services or access troweprice.com for wire transfer instructions. T. Rowe Price must receive the wire by the close of the New York Stock Exchange (normally 4 p.m. ET) to receive that day’s share price. There is no assurance that the share price for the purchase will be the same day the wire was initiated.

EXCHANGING AND REDEEMING SHARES
   

Exchange Service

 

Money can be moved from one account to an existing, identically registered account or a new identically registered account can be opened. Intermediaries should call their Financial Institution Services representative for more information or to place a trade. For exchange policies, please see Transaction Procedures and Special Requirements—Excessive and Short-Term Trading Policy.

   

Redemptions

 

Unless otherwise indicated, redemption proceeds will be wired to the intermediary’s designated bank. Intermediaries should contact their Financial Institution Services representative.

   
  

Some of the T. Rowe Price funds may impose a redemption fee. Check the fund’s prospectus under Contingent Redemption Fee in Pricing Shares and Receiving Sale Proceeds. The fee is paid to the fund.

   
  

If your account has no activity in it for a certain period of time, your intermediary may be required to transfer your account to the appropriate state under its abandoned property laws.


  

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RIGHTS RESERVED BY THE FUNDS
   
  

T. Rowe Price funds and their agents, in their sole discretion, reserve the following rights: (1) to waive or lower investment minimums; (2) to accept initial purchases by telephone; (3) to refuse any purchase or exchange order; (4) to cancel or rescind any purchase or exchange order placed through an intermediary, no later than the business day after the order is received by the intermediary (including, but not limited to, orders deemed to result in excessive trading, market timing, or 5% ownership); (5) to cease offering fund shares at any time to all or certain groups of investors; (6) to freeze any account and suspend account services when notice has been received of a dispute regarding the ownership of the account, or a legal claim against an account, upon initial notification to T. Rowe Price of a shareholder’s death until T. Rowe Price receives required documentation in good order, or if there is reason to believe a fraudulent transaction may occur; (7) to otherwise modify the conditions of purchase and modify or terminate any services at any time; (8) to waive any wire, small account, maintenance, or fiduciary fees charged to a group of shareholders; (9) to act on instructions reasonably believed to be genuine; (10) to involuntarily redeem an account at the net asset value calculated the day the account is redeemed, in cases of threatening conduct, suspected fraudulent or illegal activity, or if the fund or its agent is unable, through its procedures, to verify the identity of the person(s) or entity opening an account; and (11) for money funds, to suspend redemptions and postpone the payment of proceeds to facilitate an orderly liquidation of the fund.


  

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T. ROWE PRICE PRIVACY POLICY

In the course of doing business with T. Rowe Price, you share personal and financial information with us. We treat this information as confidential and recognize the importance of protecting access to it.

You may provide information when communicating or transacting business with us in writing, electronically, or by phone. For instance, information may come from applications, requests for forms or literature, and your transactions and account positions with us. On occasion, such information may come from consumer reporting agencies and those providing services to us.

We do not sell information about current or former customers to any third parties, and we do not disclose it to third parties unless necessary to process a transaction, service an account, or as otherwise permitted by law. We may share information within the T. Rowe Price family of companies in the course of providing or offering products and services to best meet your investing needs. We may also share that information with companies that perform administrative or marketing services for T. Rowe Price, with a research firm we have hired, or with a business partner, such as a bank or insurance company with which we are developing or offering investment products. When we enter into such a relationship, our contracts restrict the companies’ use of our customer information, prohibiting them from sharing or using it for any purposes other than those for which they were hired.

We maintain physical, electronic, and procedural safeguards to protect your personal information. Within T. Rowe Price, access to such information is limited to those who need it to perform their jobs, such as servicing your accounts, resolving problems, or informing you of new products or services. Finally, our Code of Ethics, which applies to all employees, restricts the use of customer information and requires that it be held in strict confidence.

This Privacy Policy applies to the following T. Rowe Price family of companies: T. Rowe Price Associates, Inc.; T. Rowe Price Advisory Services, Inc.; T. Rowe Price Investment Services, Inc.; T. Rowe Price Trust Company; and the T. Rowe Price Funds.


A Statement of Additional Information for the T. Rowe Price family of funds, which includes additional information about the funds, has been filed with the SEC and is incorporated by reference into this prospectus. Further information about fund investments, including a review of market conditions and the manager’s recent investment strategies and their impact on performance during the past fiscal year, is available in the annual and semiannual shareholder reports. To obtain free copies of any of these documents, call your intermediary. These documents are available through troweprice.com.

Fund information and Statements of Additional Information are also available from the Public Reference Room of the SEC. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-202-551-8090. Fund reports and other fund information are available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov. Copies of this information may be obtained, after paying a duplicating fee, by electronic request at publicinfo@sec.gov, or by writing the Public Reference Room, Washington, D.C. 20549-1520.

T. Rowe Price Associates, Inc.

100 East Pratt Street

Baltimore, MD 21202

1940 Act File No. 811-2396     E243-040 10/1/13


  

 

PROSPECTUS

 

RRNIX

 

October 1, 2013

 
  

T. Rowe Price

New Income Fund—R Class

A bond fund seeking the highest level of income consistent with the preservation of capital over time by investing primarily in marketable debt securities. This class of shares is sold only through financial intermediaries.

The Securities and Exchange Commission (SEC) has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.


Table of Contents

    

1

Summary

 

Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the Federal Deposit Insurance Corporation, Federal Reserve, or any other government agency, and are subject to investment risks, including possible loss of the principal amount invested.

 

New Income Fund—R Class 1

2

Information About Accounts
in T. Rowe Price Funds

 

Pricing Shares and Receiving Sale Proceeds 7

Useful Information on Distributions and Taxes 11

Transaction Procedures and Special Requirements 15

Distribution, Shareholder Servicing, and Recordkeeping Fees 18

3

More About the Fund

 

Organization and Management 20

More Information About the Fund and Its Investment Risks 22

Investment Policies and Practices 27

Disclosure of Fund Portfolio Information 41

Financial Highlights 42

4

Investing With T. Rowe Price

 

Account Requirements and Transaction Information 44

Purchasing Additional Shares 46

Exchanging and Redeeming Shares 46

Rights Reserved by the Funds 47

T. Rowe Price Privacy Policy 48


SUMMARY

Investment Objective

The fund seeks the highest level of income consistent with the preservation of capital over time by investing primarily in marketable debt securities.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.

Fees and Expenses of the Fund’s R Class

  

Annual fund operating expenses
(expenses that you pay each year as a
percentage of the value of your investment)

Management fees

0.45%

  

Distribution and service (12b-1) fees

 0.50%

  

Other expenses

0.31%

  

Acquired fund fees and expenses

0.02%

  

Total annual fund operating expenses

1.28%a

  

Fee waiver/expense reimbursement

(0.13)%b,c

  

Total annual fund operating expenses after fee waiver/expense reimbursement

     1.15%a,c

a The figures shown in the fee table do not match the “Ratio of expenses to average net assets” shown in the Financial Highlights table, as that figure does not include acquired fund fees and expenses and excludes expenses permanently waived as a result of investments in other T. Rowe Price mutual funds.

b T. Rowe Price Associates, Inc. is required to permanently waive a portion of its management fee charged to the fund in an amount sufficient to fully offset any acquired fund fees and expenses related to investments in other T. Rowe Price mutual funds. The amount of the waiver will vary each fiscal year in proportion to the amount invested in other T. Rowe Price mutual funds. The T. Rowe Price funds would be required to seek regulatory approval in order to terminate this arrangement.

c T. Rowe Price Associates, Inc. has agreed (through September 30, 2014) to waive its fees and/or bear any expenses (excluding interest, expenses related to borrowings, taxes, and brokerage, extraordinary expenses, and acquired fund fees) that would cause the class’ ratio of expenses to average daily net assets to exceed 1.15%. Termination of the agreement would require approval by the fund’s Board of Directors. Fees waived and expenses paid under this agreement (and a previous limitation of 1.15%) are subject to reimbursement to T. Rowe Price Associates, Inc. by the fund whenever the class’ expense ratio is below 1.15%. However, no reimbursement will be made more than three years after the waiver or if it would result in the expense ratio exceeding 1.15% (excluding interest, expenses related to borrowings, taxes, and brokerage, extraordinary expenses, and acquired fund fees).

Example This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year, the fund’s operating expenses remain the same, and the expense limitation currently in place is not renewed. Although your actual costs may be higher or lower, based on these assumptions your costs would be:


  

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1 year

3 years

5 years

10 years

$117

$389

$681

$1,513

Portfolio Turnover The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 130.9% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies In seeking income and capital preservation, the fund pursues a total return strategy. Active management of the portfolio can result in bonds being sold at gains or losses. However, over the long term, the fund seeks to achieve its objective by investing primarily in income-producing securities that possess what the fund believes are favorable total return (income plus increases in principal value) characteristics.

The fund will invest at least 80% of its total assets in income-producing securities, which may include, but are not limited to, U.S. government and agency obligations, mortgage- and asset-backed securities, corporate bonds, foreign bonds, collateralized mortgage obligations, Treasury inflation protected securities, and others, including, on occasion, equities.

Eighty percent (80%) of the debt securities purchased by the fund will be rated investment grade (AAA, AA, A, BBB, or an equivalent rating) by each of the major credit rating agencies (Standard & Poor’s, Moody’s, and Fitch) that have assigned a rating to the security or, if unrated, deemed to be of investment-grade quality by T. Rowe Price. Up to 15% of the fund’s total assets may be invested in “split-rated securities,” which are securities that have been rated investment-grade by at least one rating agency but below investment-grade by another rating agency. The fund may invest up to 20% of its total assets in non-U.S. dollar-denominated foreign debt securities and take currency positions to hedge this exposure as well as to capture appreciation from favorable currency changes. In addition, the fund may invest up to 5% of its total assets in securities that have received below investment-grade ratings from each of the rating agencies that have assigned ratings to the securities or, if unrated, deemed to be below investment-grade quality by T. Rowe Price.

The fund has considerable flexibility in seeking high income. There are no maturity restrictions, so the fund can purchase longer-term bonds, which tend to have higher yields than shorter-term bonds. However, the portfolio’s weighted average maturity is expected to be between four and 15 years. In addition, when there is a large yield difference between the various quality levels, the fund may move down the credit scale and purchase lower-rated bonds with higher yields. When the difference is


  

Summary

3

small or the outlook warrants, the fund may concentrate investments in higher-rated issues.

While most assets will typically be invested in bonds, the fund also uses interest rate futures and forward currency exchange contracts in keeping with the fund’s objectives. Interest rate futures would typically be used to manage the fund’s exposure to interest rate changes or to adjust portfolio duration. Forward currency exchange contracts would be used to gain exposure to certain currencies expected to increase or decrease in value relative to other currencies or to protect the fund’s foreign bond holdings from adverse currency movements relative to the U.S. dollar.

The fund may sell holdings for a variety of reasons, such as to adjust the portfolio’s average maturity, duration, or credit quality or to shift assets into and out of higher-yielding or lower-yielding securities or different sectors.

Principal Risks As with any mutual fund, there is no guarantee that the fund will achieve its objective. The fund’s share price fluctuates, which means you could lose money by investing in the fund. The principal risks of investing in this fund are summarized as follows:

Active management risk The fund is subject to the risk that the investment adviser’s judgments about the attractiveness, value, or potential appreciation of the fund’s investments may prove to be incorrect. If the securities selected and strategies employed by the fund fail to produce the intended results, the fund could underperform other funds with similar objectives and investment strategies.

Market risk This is the risk that the value of securities owned by the fund may go up or down, sometimes rapidly or unexpectedly, due to factors affecting securities markets generally or particular industries.

Interest rate risk This is the risk that a rise in interest rates will cause the price of a fixed rate debt security to fall. Generally, securities with longer maturities and funds with longer weighted average maturities carry greater interest rate risk.

Credit risk This is the risk that an issuer of a debt security could suffer an adverse change in financial condition that results in a payment default, security downgrade, or inability to meet a financial obligation. Junk bonds carry a higher risk of default and should be considered speculative. The fund’s exposure to credit risk is increased to the extent it invests in securities that are rated noninvestment-grade.

Prepayment risk and extension risk Prepayment risk is the risk that the principal on mortgage-backed securities, other asset-backed securities or any debt security with an embedded call option may be prepaid at any time, which could reduce yield and market value. The rate of prepayments tends to increase as interest rates fall, which could cause the average maturity of the portfolio to shorten. Extension risk may result from a rise in interest rates, which tends to make mortgage-backed securities, asset-backed securities, and other callable debt securities more volatile.


  

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Liquidity risk This is the risk that the fund may not be able to sell a holding in a timely manner at a desired price.

Foreign investing risk This is the risk that the fund’s investments in foreign securities may be adversely affected by political, social, and economic conditions overseas, reduced liquidity, or decreases in foreign currency values relative to the U.S. dollar.

Currency risk Because the fund may invest in securities issued in foreign currencies, the fund is subject to the risk that it could experience losses based solely on the weakness of foreign currencies versus the U.S. dollar and changes in the exchange rates between such currencies and the U.S. dollar. Any attempts at currency hedging may not be successful and could cause the fund to lose money.

Derivatives risk To the extent the fund uses interest rate futures and forward currency exchange contracts, it is exposed to additional volatility in comparison to investing directly in bonds and other debt securities. These instruments can be illiquid and difficult to value, may involve leverage so that small changes produce disproportionate losses for the fund, and instruments not traded on an exchange are subject to the risk that a counterparty to the transaction will fail to meet its obligations under the derivatives contract. The fund’s principal use of derivatives involves the risk that anticipated interest rate movements and changes in currency values and currency exchange rates will not be accurately predicted, which could significantly harm the fund’s performance.

Performance The bar chart showing calendar year returns and the average annual total returns table indicate risk by illustrating how much returns can differ from one year to the next and how fund performance compares with that of a comparable market index. The fund’s past performance (before and after taxes) is not necessarily an indication of future performance.

The fund can also experience short-term performance swings, as shown by the best and worst calendar quarter returns during the years depicted.


  

Summary

5

The fund’s return for the six months ended 6/30/13 was -3.17%.

In addition, the average annual total returns table shows hypothetical after-tax returns to suggest how taxes paid by a shareholder may influence returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as a 401(k) account or individual retirement account.

             

Average Annual Total Returns

          

 

 

 

Periods ended

 

 

  

December 31, 2012

 

 

  

1 Year 

  

5 Years 

  

10 Years 

  

 

 

New Income Fund—R Class

         

 

 

 

Returns before taxes

5.39 

%

 

6.00 

%

 

5.10 

%

 

 

 

 

Returns after taxes on distributions

4.25 

 

 

4.54 

 

 

3.84 

 

 

 

 

 

Returns after taxes on distributions

 

 

 

 

 

 

 

 

 

 

 

 

and sale of fund shares

3.59 

 

 

4.30 

 

 

3.70 

 

 

 

 

Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)

4.21 

 

 

5.95 

 

 

5.18 

 

 

 

 

Lipper Intermediate Investment Grade Debt Funds

6.87 

 

 

5.91 

 

 

4.97 

 

 

 

Updated performance information is available through troweprice.com or may be obtained by calling 1-800-638-8790.

Management

Investment Adviser T. Rowe Price Associates, Inc. (T. Rowe Price)


  

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6

    

Portfolio Manager

Title

Managed Fund Since

Joined Investment
Adviser

Daniel O. Shackelford

Chairman of Investment

Advisory Committee

2002

1999

Purchase and Sale of Fund Shares

For retirement plan accounts and Uniform Gifts to Minors Act or Uniform Transfers to Minors Act accounts, generally the fund’s minimum initial investment requirement is $1,000 and, for all other accounts, generally the fund’s minimum initial investment requirement is $2,500. The fund’s minimum subsequent investment requirement is $100. Your financial intermediary may impose different investment minimums.

You may purchase, redeem, or exchange shares of the fund on any day the New York Stock Exchange is open for business. You must purchase, redeem, and exchange shares through your financial intermediary.

Tax Information

The fund declares dividends daily and pays them on the first business day of each month. Any capital gains are declared and paid annually, usually in December. Distributions by the fund, whether or not you reinvest these amounts in additional fund shares, may be taxed as ordinary income or capital gains unless you invest through a tax-deferred account. A redemption or exchange of fund shares may be taxable.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.


   

Information About Accounts in T. Rowe Price Funds

 

2

 
  

As a T. Rowe Price shareholder, you will want to know about the following policies and procedures that apply to R Class accounts in the T. Rowe Price family of funds.

PRICING SHARES AND RECEIVING SALE PROCEEDS

How and When Shares Are Priced

The share price, also called the “net asset value,” for each class of shares is calculated at the close of the New York Stock Exchange (normally 4 p.m. ET) each day that the exchange is open for business. To calculate the net asset value, the fund’s assets are valued and totaled; liabilities are subtracted; and each class’s proportionate share of the balance, called net assets, is divided by the number of shares outstanding of that class. Market values are used to price portfolio holdings for which market quotations are readily available. Market values represent the prices at which securities actually trade or evaluations based on the judgment of the fund’s pricing services. If a market value for a security is not available or normal valuation procedures are deemed to be inappropriate, the fund will make a good faith effort to assign a fair value to the security by taking into account various factors that have been approved by the fund’s Board of Directors/Trustees. This value may differ from the value the fund receives upon sale of the securities. Amortized cost is used to price securities held by money funds and certain other debt securities held by a fund. Investments in other mutual funds are valued at the closing net asset value per share of the mutual fund on the day of valuation.

Non-U.S. equity securities are valued on the basis of their most recent closing market prices at 4 p.m. ET except under the circumstances described below. Most foreign markets close before 4 p.m. ET. For example, the most recent closing prices for securities traded in certain Asian markets may be as much as 15 hours old at 4 p.m. ET. If a fund determines that developments between the close of a foreign market and the close of the New York Stock Exchange will, in its judgment, materially affect the value of some or all of the fund’s securities, the fund will adjust the previous closing prices to reflect what it believes to be the fair value of the securities as of 4 p.m. ET. In deciding whether to make these adjustments, the fund reviews a variety of factors, including developments in foreign markets, the performance of U.S. securities markets, and the performance of instruments trading in U.S. markets that represent foreign securities and baskets of foreign securities. The fund may also fair value certain securities or a group of securities in other situations—for example, when a particular foreign market is closed but the fund is open. The fund uses outside pricing services to provide it with closing market prices and information used for adjusting those prices and to value most fixed income securities. The fund cannot predict how often it will use closing prices and how often


  

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it will adjust those prices. As a means of evaluating its fair value process, the fund routinely compares closing market prices, the next day’s opening prices in the same markets, and adjusted prices. The fund also evaluates a variety of factors when assigning fair values to private placements and other restricted securities. Other mutual funds may adjust the prices of their securities by different amounts or assign different fair values to the same security.

How Your Purchase, Sale, or Exchange Price Is Determined

R Class shares are intended for purchase through various third-party intermediaries, including brokers, banks, insurance companies, retirement plan recordkeepers, and others. Contact your intermediary to find out how to purchase, sell, or exchange your shares; trade deadlines; and other applicable procedures for these transactions. The intermediary may charge a fee for its services.

The fund may have an agreement with your intermediary that permits the intermediary to accept orders on behalf of the fund until the close of the New York Stock Exchange (normally 4 p.m. ET). In such cases, if your order is received by the intermediary in correct form by the close of the New York Stock Exchange and is transmitted to T. Rowe Price and paid for in accordance with the agreement, the transaction will be priced at the next net asset value computed after the intermediary received your order. If the fund does not have an agreement with your intermediary, T. Rowe Price must receive the request in correct form from your intermediary by the close of the New York Stock Exchange in order for your transaction to be priced at that business day’s net asset value.

When authorized by the fund, certain financial institutions or retirement plans purchasing fund shares on behalf of customers or plan participants through T. Rowe Price Financial Institution Services or T. Rowe Price Retirement Plan Services may place a purchase order unaccompanied by payment. Payment for these shares must be received by the time designated by the fund (not to exceed the period established for settlement under applicable regulations). If payment is not received by this time, the order may be canceled. The financial institution or retirement plan is responsible for any costs or losses incurred by the fund or T. Rowe Price if payment is delayed or not received.

Note: The time at which transactions and shares are priced and the time until which orders are accepted by the fund or an intermediary may be changed in case of an emergency or if the New York Stock Exchange closes at a time other than 4 p.m. ET. In the event of an emergency closing, a fund’s shareholders will receive the next share price calculated by the fund. There may be times when you are unable to contact us by telephone or access your account online due to extreme market activity, the unavailability of the T. Rowe Price website, or other circumstances. Should this occur, your order must still be placed and accepted by T. Rowe Price prior to the time the New York Stock Exchange closes to be priced at that business day’s net asset value.


  

Information About Accounts in T. Rowe Price Funds

9

How Proceeds Are Received

Normally, the fund transmits proceeds to intermediaries for redemption orders received in correct form on either the next or third business day after receipt, depending on the arrangement with the intermediary. Under certain circumstances, and when deemed to be in a fund’s best interests, proceeds may not be sent to intermediaries for up to seven calendar days after receipt of the redemption order. You must contact your intermediary about procedures for receiving your redemption proceeds.

Contingent Redemption Fee

Short-term trading can disrupt a fund’s investment program and create additional costs for long-term shareholders. For these reasons, certain T. Rowe Price funds, listed in the following table, assess a fee on redemptions (including exchanges out of a fund), which reduces the proceeds from such redemptions by the amounts indicated:

   

T. Rowe Price R Class Funds With Redemption Fees

Fund

Redemption fee

Holding period

International Growth & Income–R Class

2%

90 days or less

International Stock–R Class

2%

90 days or less

Redemption fees are paid to a fund to deter short-term trading, offset costs, and protect the fund’s long-term shareholders. Subject to the exceptions described on the following pages, all persons holding shares of a T. Rowe Price fund that imposes a redemption fee are subject to the fee, whether the person is holding shares directly with a T. Rowe Price fund; through a retirement plan for which T. Rowe Price serves as recordkeeper; or indirectly through an intermediary (such as a broker, bank, or investment adviser), recordkeeper for retirement plan participants, or other third party.

Computation of Holding Period

When an investor sells shares of a fund that assesses a redemption fee, T. Rowe Price will use the “first-in, first-out” method to determine the holding period for the shares sold. Under this method, the date of redemption or exchange will be compared with the earliest purchase date of shares held in the account. The day after the date of your purchase is considered Day 1 for purposes of computing the holding period. A redemption fee will be charged on shares sold on or before the end of the required holding period. For example, if you redeem your shares on or before the 90th day after the date of purchase, you will be assessed the redemption fee. If you purchase shares through an intermediary, consult your intermediary to determine how the holding period will be applied.


  

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Transactions Not Subject to Redemption Fees

The T. Rowe Price funds will not assess a redemption fee with respect to certain transactions. As of the date of this prospectus, the following shares of T. Rowe Price funds will not be subject to redemption fees:

· Shares redeemed through an automated, systematic withdrawal plan;

· Shares redeemed through or used to establish certain rebalancing, asset allocation, wrap, and advisory programs, as well as non-T. Rowe Price fund-of-funds products, if approved in writing by T. Rowe Price;

· Shares purchased through the reinvestment of dividends or capital gain distributions;*

· Shares converted from one share class to another share class of the same fund;*

· Shares redeemed automatically by a fund to pay fund fees or shareholder account fees (e.g., for failure to meet account minimums);

· Shares purchased by rollover or changes of account registration within the same fund;*

· Shares redeemed to return an excess contribution from a retirement account;

· Shares of T. Rowe Price funds purchased by another T. Rowe Price fund and shares purchased by discretionary accounts managed by T. Rowe Price or one of its affiliates (please note that other shareholders of the investing T. Rowe Price fund are still subject to the policy);

· Shares that are redeemed in-kind;

· Shares transferred to T. Rowe Price or a third-party intermediary acting as a service provider when the age of the shares cannot be determined systematically;* and

· Shares redeemed in retirement plans or other products that restrict trading to no more frequently than once per quarter, if approved in writing by T. Rowe Price.

* Subsequent exchanges of these shares into funds that assess redemption fees will subject such shares to the fee.

Redemption Fees on Shares Held in Retirement Plans

If shares are held in a retirement plan, redemption fees generally will be assessed on shares redeemed by exchange only if they were originally purchased by exchange. However, redemption fees may apply to transactions other than exchanges depending on how shares of the plan are held at T. Rowe Price or how the fees are applied by your plan’s recordkeeper. To determine which of your transactions are subject to redemption fees, you should contact T. Rowe Price or your plan recordkeeper.

Omnibus Accounts

If your shares are held through an intermediary in an omnibus account, T. Rowe Price relies on the intermediary to assess the redemption fee on underlying shareholder accounts. T. Rowe Price seeks to identify intermediaries establishing omnibus accounts and to enter into agreements requiring the intermediary to assess the redemption fees. There are no assurances that T. Rowe Price will be successful in identifying all intermediaries or that the intermediaries will properly assess the fees.


  

Information About Accounts in T. Rowe Price Funds

11

Certain intermediaries may not apply the exemptions previously listed to the redemption fee policy; all redemptions by persons trading through such intermediaries may be subject to the fee. Certain intermediaries may exempt transactions not listed from redemption fees, if approved by T. Rowe Price. Persons redeeming shares through an intermediary should check with their respective intermediary to determine which transactions are subject to the fees.

USEFUL INFORMATION ON DISTRIBUTIONS AND TAXES

Each fund intends to qualify to be treated each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. In order to qualify, a fund must satisfy certain income, diversification, and distribution requirements. A regulated investment company is not subject to U.S. federal income tax at the portfolio level on income and gains from investments that are distributed to shareholders. However, if a fund were to fail to qualify as a regulated investment company, and was ineligible to or otherwise did not cure such failure, the result would be fund-level taxation and, consequently, a reduction in income available for distribution to the fund’s shareholders.

To the extent possible, all net investment income and realized capital gains are distributed to shareholders.

Dividends and Other Distributions

Dividend and capital gain distributions are reinvested in additional fund shares in your account unless you select another option on your New Account form. Reinvesting distributions results in compounding, which allows you to receive dividends and capital gain distributions on an increasing number of shares.

Interest will not accrue on amounts represented by uncashed distributions or redemption checks.

The following table provides details on dividend payments:

  

Dividend Payment Schedule

Fund

Dividends

Bond funds

· Shares normally begin to earn dividends on the business day after payment is received by T. Rowe Price.

· Declared daily and paid on the first business day of each month.

Equity Income–R Class

· Declared and paid quarterly, if any, in March, June, September, and December.

· Must be a shareholder on the dividend record date.

Other stock funds

· Declared and paid annually, if any, generally in December.

· Must be a shareholder on the dividend record date.


  

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Dividend Payment Schedule

Fund

Dividends

Retirement Funds:

 

· Retirement Income–R Class

· Shares normally begin to earn dividends on the business day after payment is received by T. Rowe Price. 

· Declared daily and paid on the first business day of each month.

· All others

· Declared and paid annually, if any, generally in December.

· Must be a shareholder on the dividend record date.

Bond fund shares will earn dividends through the date of redemption. Shares redeemed on a Friday or prior to a holiday will continue to earn dividends until the next business day. Generally, if you redeem all of your bond fund shares at any time during the month, you will also receive all dividends earned through the date of redemption in the same check. When you redeem only a portion of your bond fund shares, all dividends accrued on those shares will be reinvested, or paid in cash, on the next dividend payment date. The funds do not pay dividends in fractional cents. Any dividend amount earned for a particular day on all shares held that is one-half of one cent or greater (for example, $0.016) will be rounded up to the next whole cent ($0.02), and any amount that is less than one-half of one cent (for example, $0.014) will be rounded down to the nearest whole cent ($0.01). Please note that, if the dividend payable on all shares held is less than one-half of one cent for a particular day, no dividend will be earned for that day.

If you purchase and sell your shares through an intermediary, consult your intermediary to determine when your shares begin and stop accruing dividends; the information previously described may vary.

Capital Gain Payments

A capital gain or loss is the difference between the purchase and sale price of a security. If a fund has net capital gains for the year (after subtracting any capital losses), they are usually declared and paid in December to shareholders of record on a specified date that month. If a second distribution is necessary, it is paid the following year.

Tax Information

You should contact your intermediary for the tax information that will be sent to you and reported to the Internal Revenue Service.

If you invest in the fund through a tax-deferred account, such as a 401(k) account, you will not be subject to tax on dividends and distributions from the fund or the sale of fund shares if those amounts remain in the tax-deferred account. You may receive a Form 1099-R or other Internal Revenue Service forms, as applicable, if any portion of the account is distributed to you.


  

Information About Accounts in T. Rowe Price Funds

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If you invest in the fund through a taxable account, you generally will be subject to tax when:

· You sell fund shares, including an exchange from one fund to another.

· The fund makes dividend or capital gain distributions.

For individual shareholders, a portion of ordinary dividends representing “qualified dividend income” received by the fund may be subject to tax at the lower rates applicable to long-term capital gains rather than ordinary income. You may report it as “qualified dividend income” in computing your taxes, provided you have held the fund shares on which the dividend was paid for more than 60 days during the
121-day period beginning 60 days before the ex-dividend date. Ordinary dividends that do not qualify for this lower rate are generally taxable at the investor’s marginal income tax rate. This includes the portion of ordinary dividends derived from interest, short-term capital gains, distributions from nonqualified foreign corporations, and dividends received by the fund from stocks that were on loan. Little, if any, of the ordinary dividends paid by the bond fund R Classes is expected to qualify for this lower rate.

For corporate shareholders, a portion of ordinary dividends may be eligible for the 70% deduction for dividends received by corporations to the extent the fund’s income consists of dividends paid by U.S. corporations. Little, if any, of the ordinary dividends paid by the international stock or bond fund R Classes is expected to qualify for this deduction.

Beginning in 2013, a 3.8% net investment income tax is imposed on net investment income, including interest, dividends, and capital gains, of U.S. individuals with income exceeding $200,000 (or $250,000 if married filing jointly) and of estates and trusts.

Taxes on Fund Redemptions

When you sell shares in any fund, you may realize a gain or loss. An exchange from one fund to another in a taxable account is also a sale for tax purposes.

Taxes on Fund Distributions

The tax treatment of a capital gain distribution is determined by how long the fund held the portfolio securities, not how long you held the shares in the fund. Short-term (one year or less) capital gain distributions are taxable at the same rate as ordinary income, and gains on securities held more than one year are taxed at the lower rates applicable to long-term capital gains. If you realized a loss on the sale or exchange of fund shares that you held six months or less, your short-term capital loss must be reclassified as a long-term capital loss to the extent of any long-term capital gain distributions received during the period you held the shares. For funds investing in foreign securities, distributions resulting from the sale of certain foreign currencies, currency contracts, and the foreign currency portion of gains on debt securities are


  

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taxed as ordinary income. Net foreign currency losses may cause monthly or quarterly dividends to be reclassified as returns of capital.

If the fund qualifies and elects to pass through nonrefundable foreign income taxes paid to foreign governments during the year, your portion of such taxes will be reported to you as taxable income. However, you may be able to claim an offsetting credit or deduction on your tax return for those amounts. There can be no assurance that a fund will meet the requirements to pass through foreign income taxes paid.

If a fund holds Build America Bonds or other qualified tax credit bonds and elects to pass through the corresponding interest income and any available tax credits, you will need to report both the interest income and any such tax credits as taxable income. You may be able to claim the tax credits on your federal tax return as an offset to your income tax (including alternative minimum tax) liability, but the tax credits generally are not refundable. There is no assurance, however, that a fund will elect to pass through the income and credits.

For the Retirement Funds, distributions by the underlying funds and changes in asset allocations may result in taxable distributions of ordinary income or capital gains.

Taxable distributions are subject to tax whether reinvested in additional shares or received in cash.

Tax Consequences of Hedging

Entering into certain transactions involving options, futures, swaps, and forward currency exchange contracts may result in the application of the mark-to-market and straddle provisions of the Internal Revenue Code. These provisions could result in a fund being required to distribute gains on such transactions, even though it did not close the contracts during the year or receive cash to pay such distributions. The fund may not be able to reduce its distributions for losses on such transactions to the extent of unrealized gains in offsetting positions.

Tax Effect of Buying Shares Before an Income Dividend or Capital Gain Distribution

If you buy shares shortly before or on the record date—the date that establishes you as the person to receive the upcoming distribution—you may receive a portion of the money you just invested in the form of a taxable distribution. Therefore, you may wish to find out a fund’s record date before investing. In addition, a fund’s share price may, at any time, reflect undistributed capital gains or income and unrealized appreciation, which may result in future taxable distributions. Such distributions can occur even in a year when the fund has a negative return.


  

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TRANSACTION PROCEDURES AND SPECIAL REQUIREMENTS

The R Class is a share class of its respective T. Rowe Price fund and is not a separate mutual fund. The fund’s R Class shares are intended for purchase through various third-party intermediaries, such as brokers, banks, insurance companies, and retirement plan recordkeepers and consultants, that offer or service employer-sponsored defined contribution retirement plans and certain other accounts.

The R Class is designed for employer-sponsored defined contribution retirement plans and certain other accounts, and requires an agreement between the intermediary and T. Rowe Price to be executed prior to investment. Purchases of R Class shares for which the required agreement with T. Rowe Price has not been executed, or that are not made through an eligible intermediary on behalf of an eligible account are subject to rejection or cancellation without prior notice to the intermediary or investor. Existing investments in the R Class shares that are not held on behalf of an employer-sponsored defined contribution retirement plan or other eligible account may be transferred by T. Rowe Price to another class (with lower expenses) in the same fund following notice to the intermediary or shareholder.

Purchase Conditions for Intermediaries

Nonpayment If the fund does not receive payment for an order in a timely manner, your purchase may be canceled. The intermediary will be responsible for any losses or expenses incurred by the fund or transfer agent. The funds and their agents have the right to reject or cancel any purchase, exchange, or redemption due to nonpayment.

U.S. Dollars All purchases must be paid for in U.S. dollars; checks must be drawn on U.S. banks.

Sale (Redemption) Conditions

Holds on Immediate Redemptions: 10-Day Hold If an intermediary sells shares that it just purchased and paid for by check or Automated Clearing House transfer, the fund will process the redemption but generally will delay sending the proceeds for up to 10 calendar days to allow the check or transfer to clear. (The 10-day hold does not apply to purchases paid for by bank wire.)

Large Redemptions Large redemptions can adversely affect a portfolio manager’s ability to implement a fund’s investment strategy by causing the premature sale of securities that would otherwise be held longer. Therefore, the fund reserves the right (without prior notice) to pay all or part of redemption proceeds with securities from the fund’s portfolio rather than in cash (“redemption in-kind”). If this occurs, the securities will be selected by the fund in its absolute discretion, and the redeeming shareholder or account will be responsible for disposing of the securities and bearing any associated costs.


  

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Excessive and Short-Term Trading Policy

Excessive transactions and short-term trading can be harmful to fund shareholders in various ways, such as disrupting a fund’s portfolio management strategies, increasing a fund’s trading costs, and negatively affecting its performance. Short-term traders in funds that invest in foreign securities may seek to take advantage of developments overseas that could lead to an anticipated difference between the price of the funds’ shares and price movements in foreign markets. While there is no assurance that T. Rowe Price can prevent all excessive and short-term trading, the Boards of Directors/Trustees of the T. Rowe Price funds have adopted the following trading limits that are designed to deter such activity and protect the funds’ shareholders. The funds may revise their trading limits and procedures at any time as the Boards of Directors/Trustees deem necessary or appropriate to better detect short-term trading that may adversely affect the funds, to comply with applicable regulatory requirements, or to impose additional or alternative restrictions.

Subject to certain exceptions, each T. Rowe Price fund restricts a shareholder’s purchases (including through exchanges) into a fund account for a period of 30 calendar days after the shareholder has redeemed or exchanged out of that same fund account (the “30-Day Purchase Block”). The calendar day after the date of redemption is considered Day 1 for purposes of computing the period before another purchase may be made.

General Exceptions As of the date of this prospectus, the following types of transactions generally are not subject to the 30-Day Purchase Block:

· Shares purchased or redeemed in money funds;

· Shares purchased or redeemed through a systematic purchase or withdrawal plan;

· Checkwriting redemptions from bond and money funds;

· Shares purchased through the reinvestment of dividends or capital gain distributions;

· Shares redeemed automatically by a fund to pay fund fees or shareholder account fees;

· Transfers and changes of account registration within the same fund;

· Shares purchased by asset transfer or direct rollover;

· Shares purchased or redeemed through IRA conversions and recharacterizations;

· Shares redeemed to return an excess contribution from a retirement account;

· Transactions in Section 529 college savings plans;

· Shares converted from one share class to another share class in the same fund; and

· Shares of T. Rowe Price funds that are purchased by another T. Rowe Price fund, including shares purchased by T. Rowe Price fund-of-funds products, and shares purchased by discretionary accounts managed by T. Rowe Price or one of its affiliates (please note that shareholders of the investing T. Rowe Price fund are still subject to the policy).


  

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Transactions in certain rebalancing, asset allocation, wrap programs, and other advisory programs, as well as non-T. Rowe Price fund-of-funds products, may also be exempt from the 30-Day Purchase Block, subject to prior written approval by T. Rowe Price.

In addition to restricting transactions in accordance with the 30-Day Purchase Block, T. Rowe Price may, in its discretion, reject (or instruct an intermediary to reject) any purchase or exchange into a fund from a person (which includes individuals and entities) whose trading activity could disrupt the management of the fund or dilute the value of the fund’s shares, including trading by persons acting collectively (e.g., following the advice of a newsletter). Such persons may be barred, without prior notice, from further purchases of T. Rowe Price funds for a period longer than 30 calendar days or permanently.

Intermediary Accounts If you invest in T. Rowe Price funds through an intermediary, you should review the intermediary’s materials carefully or consult with the intermediary directly to determine the trading policy that will apply to your trades in the funds as well as any other rules or conditions on transactions that may apply. If T. Rowe Price is unable to identify a transaction placed through an intermediary as exempt from the excessive trading policy, the 30-Day Purchase Block may apply.

Intermediaries may maintain their underlying accounts directly with the fund, although they often establish an omnibus account (one account with the fund that represents multiple underlying shareholder accounts) on behalf of their customers. When intermediaries establish omnibus accounts in the T. Rowe Price funds, T. Rowe Price is not able to monitor the trading activity of the underlying shareholders. However, T. Rowe Price monitors aggregate trading activity at the intermediary (omnibus account) level in an attempt to identify activity that indicates potential excessive or short-term trading. If it detects suspicious trading activity, T. Rowe Price contacts the intermediary and may request personal identifying information and transaction histories for some or all underlying shareholders (including plan participants, if applicable). If T. Rowe Price believes that excessive or short-term trading has occurred, it will instruct the intermediary to impose restrictions to discourage such practices and take appropriate action with respect to the underlying shareholder, including restricting purchases for 30 calendar days or longer. There is no assurance that T. Rowe Price will be able to properly enforce its excessive trading policies for omnibus accounts. Because T. Rowe Price generally relies on intermediaries to provide information and impose restrictions for omnibus accounts, its ability to monitor and deter excessive trading will be dependent upon the intermediaries’ timely performance of their responsibilities.

T. Rowe Price may allow an intermediary or other third party to maintain restrictions on trading in the T. Rowe Price funds that differ from the 30-Day Purchase Block. An alternative excessive trading policy would be acceptable to T. Rowe Price if it believes that the policy would provide sufficient protection to the T. Rowe Price funds and


  

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their shareholders that is consistent with the excessive trading policy adopted by the funds’ Boards of Directors/Trustees.

Retirement Plan Accounts If shares are held in a retirement plan, generally the
30-Day Purchase Block applies only to shares redeemed by a participant-directed exchange to another fund. However, the 30-Day Purchase Block may apply to transactions other than exchanges depending on how shares of the plan are held at T. Rowe Price or the excessive trading policy applied by your plan’s recordkeeper. An alternative excessive trading policy may apply to the T. Rowe Price funds where a retirement plan has its own policy deemed acceptable to T. Rowe Price. You should contact T. Rowe Price or your plan recordkeeper to determine which of your transactions are subject to the funds’ 30-Day Purchase Block or an alternative policy.

There is no guarantee that T. Rowe Price will be able to identify or prevent all excessive or short-term trades or trading practices.

Signature Guarantees

An intermediary may need to obtain a signature guarantee in certain situations,
such as:

· Written requests to redeem over $5 million and wire the redemption proceeds to a bank account not on file;

· Remitting redemption proceeds to any person, address, or bank account not on file; or

· Changing the account registration or broker-dealer of record for an account.

Intermediaries should consult their T. Rowe Price Financial Institution Services representative for specific requirements.

The signature guarantee must be obtained from a financial institution that is a participant in a Medallion signature guarantee program. You can obtain a Medallion signature guarantee from most banks, savings institutions, broker-dealers, and other guarantors acceptable to T. Rowe Price. When obtaining a Medallion signature guarantee, please discuss with the guarantor the dollar amount of your proposed transaction. It is important that the level of coverage provided by the guarantor’s stamp covers the dollar amount of the transaction or it may be rejected. We cannot accept guarantees from notaries public or organizations that do not provide reimbursement in the case of fraud.

DISTRIBUTION, SHAREHOLDER SERVICING, AND RECORDKEEPING FEES

The R Class has adopted a 12b-1 plan under which it pays a fee at a rate of up to 0.50% of its average daily net assets per year to various unaffiliated intermediaries, such as brokers, banks, insurance companies, retirement plan recordkeepers, and retirement plan consultants for distribution and/or shareholder servicing of the


  

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R Class shares. Distribution payments may include payments to intermediaries for making the R Class shares available as investment options to retirement plans and retirement plan participants, assisting plan sponsors in conducting searches for investment options, and providing ongoing monitoring of investment options. Shareholder servicing payments may include payments to intermediaries for providing shareholder support services to existing plans or shareholders of the R Class. These payments may be more or less than the costs incurred by the intermediaries. Because the fees are paid from the R Class net assets on an ongoing basis, they will increase the cost of your investment and, over time, could result in your paying more than with other types of sales charges. The R Class may also separately compensate intermediaries at a rate of up to 0.15% of average daily net assets per year for various recordkeeping and transfer agent services they perform. These services include maintaining separate records for each customer, transmitting net purchase and redemption orders, mailing shareholder confirmations and periodic statements, and providing telephone and Internet support to respond to questions regarding the customer’s account.

Payment of these fees may influence your financial advisor’s recommendation of the fund or of any particular share class of the fund.


   

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ORGANIZATION AND MANAGEMENT

How is the fund organized?

The fund was incorporated in Maryland in 1973 and is an “open-end management investment company” or mutual fund. Mutual funds pool money received from shareholders and invest it to try to achieve specified objectives. In 2002, the fund issued two separate share classes known as the Advisor Class and R Class.

Shareholders have benefitted from T. Rowe Price’s investment management experience since 1937.

What is meant by “shares”?

As with all mutual funds, investors purchase shares when they put money in a fund. These shares are part of a fund’s authorized capital stock, but share certificates are not issued.

Each share and fractional share entitles the shareholder to:

· Receive a proportional interest in income and capital gain distributions of the class. The income dividends for the R Class shares will generally differ from those of other classes to the extent that the expense ratios of the classes differ.

· Cast one vote per share on certain fund matters, including the election of fund directors/trustees, changes in fundamental policies, or approval of changes in the fund’s management contract. Shareholders of each class have exclusive voting rights on matters affecting only that class.

Do T. Rowe Price funds have annual shareholder meetings?

The funds are not required to hold annual meetings and, to avoid unnecessary costs to fund shareholders, do not do so except when certain matters, such as a change in fundamental policies, must be decided. In addition, shareholders representing at least 10% of all eligible votes may call a special meeting for the purpose of voting on the removal of any fund director or trustee. If a meeting is held and you cannot attend, you can vote by proxy. Before the meeting, the fund will send or make available to you proxy materials that explain the issues to be decided and include instructions on voting by mail or telephone or on the Internet.

Who runs the fund?

General Oversight

The fund is governed by a Board of Directors that meets regularly to review fund investments, performance, expenses, and other business affairs. The Board elects the


  

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fund’s officers. At least 75% of Board members are independent of T. Rowe Price and its affiliates (the “Firm”).

All decisions regarding the purchase and sale of fund investments are made by T. Rowe Price–specifically by the fund’s portfolio manager.

Investment Adviser

T. Rowe Price is the fund’s investment adviser and oversees the selection of the fund’s investments and management of the fund’s portfolio. T. Rowe Price is a SEC-registered investment adviser that provides investment management services to individual and institutional investors, and sponsors and serves as adviser and sub-adviser to registered investment companies, institutional separate accounts, and common trust funds. The address for T. Rowe Price is 100 East Pratt Street, Baltimore, Maryland 21202. As of June 30, 2013, the Firm had approximately $614 billion in assets under management and provided investment management for more than 10 million individual and institutional investor accounts.

Portfolio Management

T. Rowe Price has established an Investment Advisory Committee with respect to the fund. The committee chairman has day-to-day responsibility for managing the fund’s portfolio and works with the committee in developing and executing the fund’s investment program. The members of the committee are as follows: Daniel O. Shackelford, Chairman, Steve Boothe, Brian J. Brennan, Christopher P. Brown, Geoffrey M. Hardin, Steven C. Huber, Alan D. Levenson, Andrew C. McCormick, Vernon A. Reid, Jr., David A. Tiberii, and Edward A. Wiese. The following information provides the year that the chairman first joined the Firm and the chairman’s specific business experience during the past five years (although the chairman may have had portfolio management responsibilities for a longer period). Mr. Shackelford has been chairman of the committee since 2002. He joined the Firm in 1999 and his investment experience dates from 1981. He has served as a portfolio manager with the Firm throughout the past five years. The Statement of Additional Information provides additional information about the portfolio manager’s compensation, other accounts managed by the portfolio manager, and the portfolio manager’s ownership of fund shares.

The Management Fee

This fee has two parts–an “individual fund fee,” which reflects a fund’s particular characteristics, and a “group fee.” The group fee, which is designed to reflect the benefits of the shared resources of the T. Rowe Price investment management complex, is calculated daily based on the combined net assets of all T. Rowe Price funds (except the Spectrum Funds, Retirement Funds, TRP Reserve Investment Funds, and any index or private label mutual funds). The group fee schedule (in the following table) is graduated, declining as the asset total rises, so shareholders benefit from the overall growth in mutual fund assets.


  

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Group Fee Schedule

  

  0.334%*

First $50 billion

0.305%

Next $30 billion

0.300%

Next $40 billion

0.295%

Next $40 billion

0.290%

Next $60 billion

0.285%

Next $80 billion

0.280%

Next $100 billion

0.275%

Thereafter

* Represents a blended group fee rate containing various breakpoints.

The fund’s group fee is determined by applying the group fee rate to the fund’s average daily net assets. On May 31, 2013, the annual group fee rate was 0.30%. The individual fund fee, also applied to the fund’s average daily net assets, is 0.15%.

The expenses shown in the fee table in Section 1 are generally based on a fund’s prior fiscal year. In periods of market volatility, assets may decline significantly, causing total annual fund operating expenses to become higher than the numbers shown in the fee table.

A discussion about the factors considered by the Board and its conclusions in approving the fund’s investment management contract with T. Rowe Price appears in the fund’s annual report to shareholders for the period ended May 31.

Fund Operations and Shareholder Services

T. Rowe Price provides accounting services to the T. Rowe Price funds. T. Rowe Price Services, Inc. acts as the transfer and dividend disbursing agent and provides shareholder and administrative services to the funds. T. Rowe Price Retirement Plan Services, Inc. provides recordkeeping, sub-transfer agency, and administrative services for certain types of retirement plans investing in the funds. These companies receive compensation from the funds for their services. The funds may also pay third-party intermediaries to performing shareholder and administrative services for underlying shareholders in omnibus accounts.

MORE INFORMATION ABOUT THE FUND AND ITS INVESTMENT RISKS

Consider your investment goals, your time horizon for achieving them, and your tolerance for risk. The fund may be appropriate for you if you are investing through an intermediary and seek an attractive level of income and are willing to accept the risk of a declining share price when interest rates rise. Steadily reinvesting the fund’s income is a conservative strategy for building capital over time. If you are investing primarily for safety and liquidity, you should consider a money fund.


  

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The fund should offer higher yields than money and short-term bond funds and generally less volatility than longer-term bond funds. In addition, the portfolio is widely diversified among a broad range of fixed income securities, thus reducing the effect of a single bond’s price fluctuations on the fund’s share price or total return.

In addition to investing in a wide array of bonds and other debt instruments, the fund also uses interest rate futures and forward currency exchange contracts as part of its principal investment strategies. Interest rate futures are typically used to manage the fund’s duration and overall interest rate exposure, but may also be used as a tool to help manage significant cash flows into and out of the fund. Forward currency exchange contracts are used to protect the fund’s non-U.S. dollar-denominated holdings from adverse currency movements by hedging the fund’s foreign currency exposure back to the U.S. dollar, as well as to gain exposure to a currency believed to be appreciating in value versus other currencies.

The fund’s yield will vary. A fund’s yield is the annualized dividends earned for a given period (typically 30 days for bond funds), divided by the share price at the end of the period. A fund’s total return includes distributions from income and capital gains and the change in share price for a given period.

Credit quality refers to a bond issuer’s expected ability to make all required interest and principal payments on time. Because highly-rated issuers represent less risk, they can borrow at lower interest rates than less-creditworthy issuers. Therefore, a fund investing in high-quality securities should have a lower yield than an otherwise comparable fund investing in lower-quality securities.

Every bond has a stated maturity date when the issuer must repay the bond’s entire principal value to the investor. However, many bonds are “callable,” meaning their principal can be repaid before the stated maturity date. Bonds are most likely to be called when interest rates are falling because the issuer can refinance at a lower rate, just as a homeowner refinances a mortgage when interest rates fall. In that environment, a bond’s “effective maturity” is usually its nearest call date. For example, the rate at which homeowners pay down their mortgage principal determines the effective maturity of mortgage-backed bonds.

Mortgage-backed securities differ from other high-quality bonds in one major respect. Non-mortgage bonds generally repay principal (face value of the bond) when their maturity date is reached, but most mortgage-backed securities repay principal continually as homeowners make mortgage payments. Homeowners have the option of paying either part or all of the loan balance before maturity, perhaps to refinance or buy a new home. As a result, the effective maturity of a mortgage-backed security is virtually always shorter than its stated maturity. For example, a newly issued pass-through certificate backed by 30-year, fixed rate mortgages will generally have a far shorter life than 30 years - probably 12 years or less. Therefore, it will usually be about as volatile as a 10-year Treasury bond. It is possible to estimate the average life


  

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of an entire mortgage pool backing a particular security with some accuracy, but not with certainty.

A bond fund has no real maturity, but it does have a weighted average maturity and a weighted average effective maturity. Each of these numbers is an average of the stated or effective maturities of the underlying bonds, with each bond’s maturity “weighted” by the percentage of fund assets it represents. (The fund’s average effective maturity is calculated by reference to the nearest mortgage prepayment dates, call dates, or coupon reset dates of the underlying holdings.) Some funds utilize effective maturities rather than stated maturities when managing a fund to a certain average maturity, which provides additional flexibility in portfolio management.

Duration is a calculation that seeks to measure the price sensitivity of a bond or a bond fund to changes in interest rates. It is expressed in years, like maturity, but it is a better indicator of price sensitivity than maturity because it takes into account the time value of cash flows generated over the bond’s life. Future interest and principal payments are discounted to reflect their present value and then multiplied by the number of years they will be received to produce a value expressed in years–the duration. “Effective” duration takes into account call features and sinking fund payments that may shorten a bond’s life.

Since duration can be computed for bond funds, you can estimate the effect of interest rate fluctuations on share prices by multiplying fund duration by an expected change in interest rates. For example, the price of a bond fund with a duration of five years would be expected to fall approximately 5% if rates rose by one percentage point. A bond fund with a longer duration will generally be more sensitive to changes in interest rates than a bond fund with a shorter duration. (A bond fund’s duration is shown in its shareholder report.)

As with any mutual fund, there is no guarantee the fund will achieve its objective. The fund’s share price fluctuates, which means you could lose money when you sell your shares of the fund. The income level of the fund will change with market conditions and interest rate levels.

Some particular risks affecting the fund include the following:

Market risk The market price of securities owned by the fund may go up or down, sometimes rapidly or unpredictably. Securities may decline in value due to factors affecting securities markets generally or particular industries represented in the securities markets. The value of a security may decline due to general market conditions which are not specifically related to a particular issuer, such as real or perceived adverse economic conditions, changes in the general outlook for an issuer’s financial condition, changes in interest or currency rates or adverse investor sentiment generally. The value of a security may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry.


  

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Interest rate risk This is the risk that interest rates will increase, causing a decline in bond prices. (Bond prices and interest rates usually move in opposite directions.) Prices fall because the bonds and notes in the fund’s portfolio become less attractive to other investors when securities with higher yields become available. Generally, securities with longer maturities and funds with longer weighted average maturities have greater interest rate risk. As a result, in a rising interest rate environment, the net asset value of a fund with a longer weighted average maturity typically decreases at a faster rate than the net asset value of a fund with a shorter weighted average maturity. Because the fund may invest in debt securities of any maturity, it carries more interest rate risk than a fund that invests in shorter-term securities.

Credit risk This is the risk that an issuer of a debt security held by the fund will default (fail to make scheduled payments), potentially reducing the fund’s income and share price. This risk is increased when a portfolio security is downgraded or the perceived creditworthiness of an issuer or counterparty deteriorates.

Liquidity risk This is the risk that a fund may not be able to sell a holding in a timely manner at a desired price. Sectors of the bond market can experience sudden downturns in trading activity. During periods of reduced market liquidity, the spread between the price at which a security can be bought and the price at which it can be sold can widen, and the fund may not be able to sell a holding readily at a price that reflects what the fund believes it should be worth. Less liquid securities can also become more difficult to value.

Foreign investing risk To the extent a fund holds foreign securities, it will be subject to special risks, whether the securities are denominated in U.S. dollars or foreign currencies. These risks include potentially adverse political and economic conditions overseas, greater volatility, lower liquidity, and the possibility that foreign currencies will decline against the dollar, lowering the value of securities denominated in those currencies and possibly a fund’s share price.

Prepayment risk This is the risk that a fund investing in mortgage-backed securities, certain asset-backed securities, and other debt securities that have embedded call options can be hurt when interest rates fall because borrowers tend to refinance and prepay principal. Receiving increasing prepayments in a falling interest rate environment causes the average maturity of the portfolio to shorten, reducing its potential for price gains. It also requires the fund to reinvest proceeds at lower interest rates, which reduces the fund’s total return and yield, and could result in a loss if bond prices fall below the level that the fund paid for them.

Extension risk This is the risk that a rise in interest rates or lack of refinancing opportunities can cause a fund’s average maturity to lengthen unexpectedly due to a drop in expected prepayments of mortgage-backed securities, asset-backed securities, and callable debt securities. This would increase a fund’s sensitivity to rising rates and its potential for price declines.


  

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Derivatives risk The fund’s use of interest rate futures and forward currency exchange contracts exposes the fund to additional volatility in comparison to investing directly in bonds and other debt instruments. These instruments can experience reduced liquidity and become difficult to value, and any of these instruments not traded on an exchange are subject to the risk that a counterparty to the transaction will fail to meet its obligations under the derivatives contract. The use of these instruments involves the risks that anticipated interest rate movements and changes in currency movements will not be accurately predicted.

Efforts to reduce risk Consistent with the fund’s objective, the portfolio manager uses various tools to try to reduce risk and increase total return, including:

· Attempting to reduce the impact of a single holding or sector on the fund’s net asset value.

· Thorough credit research by our own analysts.

· Adjusting fund duration to try to reduce the drop in the fund’s price when interest rates rise or to benefit from the rise in price when rates fall.

In addition to the fund’s normal investments, the fund may employ other strategies that are not considered part of its principal investment strategies. Such investments may include other securities and, to a limited extent, other types of derivatives than those described in the fund’s principal strategies.

A derivative involves risks different from, and possibly greater than, the risks associated with investing directly in the assets on which the derivative is based. Derivatives can be highly volatile, illiquid, and difficult to value, and changes in the value of a derivative may not properly correlate with changes in the value of the underlying asset, reference rate, or index. A fund could be exposed to significant losses if it is unable to close a derivatives position due to the lack of a liquid secondary trading market. Derivatives involve the risk that a counterparty to the derivatives agreement will fail to make required payments or comply with the terms of the agreement. There is also the possibility that limitations or trading restrictions may be imposed by an exchange or government regulation, which could adversely impact the value and liquidity of a derivatives contract subject to such regulation.

Recent legislation calls for a new regulatory framework for the derivatives markets. The full extent and impact of new regulations are not certain at this time. New regulations have made the use of derivatives by funds more costly, may limit the availability of certain types of derivatives, and may otherwise adversely affect the value or performance of derivatives used by funds.

The Statement of Additional Information contains more detailed information about the fund and its investments, operations, and expenses.


  

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INVESTMENT POLICIES AND PRACTICES

This section takes a detailed look at some of the types of fund securities and the various kinds of investment practices that may be used in day-to-day portfolio management. Fund investments are subject to further restrictions and risks described in the Statement of Additional Information.

Shareholder approval is required to substantively change fund objectives. Shareholder approval is also required to change certain investment restrictions noted in the following section as “fundamental policies.” Portfolio managers also follow certain “operating policies” that can be changed without shareholder approval.

Fund holdings of certain kinds of investments cannot exceed maximum percentages of total assets, which are set forth in this prospectus. For instance, fund investments in certain derivatives are limited to 10% of total assets. While these restrictions provide a useful level of detail about fund investments, investors should not view them as an accurate gauge of the potential risk of such investments. For example, in a given period, a 5% investment in derivatives could have significantly more of an impact on a fund’s share price than its weighting in the portfolio. The net effect of a particular investment depends on its volatility and the size of its overall return in relation to the performance of all other fund investments.

Certain investment restrictions, such as a required minimum or maximum investment in a particular type of security, are measured at the time a fund purchases a security. The status, market value, maturity, credit quality, or other characteristics of a fund’s securities may change after they are purchased, and this may cause the amount of a fund’s assets invested in such securities to exceed the stated maximum restriction or fall below the stated minimum restriction. If any of these changes occur, it would not be considered a violation of the investment restriction and will not require the sale of an investment if it was proper at the time it was made (this exception does not apply to a fund’s borrowing policy). However, purchases by a fund during the time it is above or below the stated percentage restriction would be made in compliance with applicable restrictions.

Changes in fund holdings, fund performance, and the contribution of various investments to fund performance are discussed in the shareholder reports.

Portfolio managers have considerable discretion in choosing investment strategies and selecting securities they believe will help achieve fund objectives.

Types of Portfolio Securities

In seeking to meet its investment objective, fund investments may be made in any type of security or instrument (including certain potentially high-risk derivatives described in this section) whose investment characteristics are consistent with its investment program. The following pages describe various types of fund holdings and investment management practices.


  

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Diversification As a fundamental policy, the fund will not purchase a security if, as a result, with respect to 75% of its total assets, more than 5% of the fund’s total assets would be invested in securities of a single issuer or more than 10% of the outstanding voting securities of the issuer would be held by the fund. These limitations do not apply to fund purchases of securities issued or guaranteed by the U.S. government, its agencies, or instrumentalities.

Bonds

A bond is an interest-bearing security. The issuer has a contractual obligation to pay interest at a stated rate on specific dates and to repay principal (the bond’s face value) on a specified date. An issuer may have the right to redeem or “call” a bond before maturity, and the investor may have to reinvest the proceeds at lower market rates. Bonds can be issued by U.S. and foreign governments, states, and municipalities, as well as a wide variety of companies.

A bond’s annual interest income, set by its coupon rate, is usually fixed for the life of the bond. Its yield (income as a percent of current price) will fluctuate to reflect changes in interest rate levels. A bond’s price usually rises when interest rates fall and vice versa, so its yield stays consistent with current market conditions.

Conventional fixed rate bonds offer a coupon rate for a fixed maturity with no adjustment for inflation. Real rate of return bonds also offer a fixed coupon but include ongoing inflation adjustments for the life of the bond.

Bonds may be unsecured (backed by the issuer’s general creditworthiness only) or secured (also backed by specified collateral). Bonds include asset- and mortgage-backed securities.

Certain bonds have interest rates that are adjusted periodically. These interest rate adjustments tend to minimize fluctuations in the bonds’ principal values. The maturity of those securities may be shortened under certain specified conditions.

Municipal Securities

The fund may invest in municipal notes and bonds, which are interest-bearing securities issued by state and local governments and governmental authorities to pay for public projects and services. The issuer of a municipal security has a contractual obligation to pay interest at a stated rate and to repay principal (the bond’s face value) on a specified date. An issuer may have the right to redeem or “call” a bond before maturity, which could require reinvestment of the proceeds at lower rates. The fund may purchase insured municipal bonds, which provide a guarantee that the bond’s interest and principal will be paid when due if the issuing entity defaults. Municipal bond insurance does not guarantee the price of the bond.

Income received from most municipal securities is exempt from federal income taxes. As a result, the yield on a municipal bond is typically lower than the yield on a taxable bond of similar quality and maturity. Like a taxable bond, a municipal bond’s


  

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price usually rises when interest rates fall and vice versa so its yield stays consistent with current market conditions.

Bond investments may include Build America Bonds issued by state and local governments to finance capital expenditures for which they otherwise could issue tax-exempt governmental bonds. Unlike most other municipal obligations, interest received on Build America Bonds is taxable to the bondholder. These include bonds on which the issuer may receive an interest payment subsidy directly from the U.S. Treasury, known as direct pay Build America Bonds, and bonds on which the investor may receive a tax credit, known as tax credit Build America Bonds.

Common and Preferred Stocks

Stocks represent shares of ownership in a company. Generally, preferred stock has a specified dividend and ranks after bonds and before common stocks in its claim on income for dividend payments and on assets should the company be liquidated. After other claims are satisfied, common stockholders participate in company profits on a pro-rata basis; profits may be paid out in dividends or reinvested in the company to help it grow. Increases and decreases in earnings are usually reflected in a company’s stock price, so common stocks generally have the greatest appreciation and depreciation potential of all corporate securities. Unlike common stock, preferred stock does not ordinarily carry voting rights. While most preferred stocks pay a dividend, a fund may decide to purchase preferred stock where the issuer has omitted, or is in danger of omitting, payment of its dividend.

Convertible Securities and Warrants

Investments may be made in debt or preferred equity securities that are convertible into, or exchangeable for, equity securities at specified times in the future and according to a certain exchange ratio. Convertible bonds are typically callable by the issuer, which could in effect force conversion before the holder would otherwise choose. Traditionally, convertible securities have paid dividends or interest at rates higher than common stocks but lower than nonconvertible securities. They generally participate in the appreciation or depreciation of the underlying stock into which they are convertible, but to a lesser degree than common stock. Some convertible securities combine higher or lower current income with options and other features. Warrants are options to buy, directly from the issuer, a stated number of shares of common stock at a specified price anytime during the life of the warrants (generally, two or more years). Warrants can be highly volatile, have no voting rights, and pay no dividends.

Operating policy The fund may invest up to 20% of total assets in preferred stocks and securities that are convertible into, or which carry warrants for, common stocks or other equity securities. Under normal conditions, the fund does not expect to directly purchase common stocks. However, the fund may occasionally hold shares of common stock that were received through a reorganization, restructuring, exercise, exchange, conversion, or similar action.


  

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Foreign Securities

Investments may be made in foreign securities. These include nondollar-denominated securities traded outside of the U.S. and dollar-denominated securities of foreign issuers traded in the U.S. (such as Yankee bonds). Investing in foreign securities involves special risks that can increase the potential for losses. These include: exposure to potentially adverse local, political, social, and economic developments such as war, political instability, hyperinflation, currency devaluations, and overdependence on particular industries; government interference in markets such as nationalization and exchange controls, expropriation of assets, or imposition of punitive taxes; potentially lower liquidity and higher volatility; possible problems arising from accounting, disclosure, settlement, and regulatory practices and legal rights that differ from U.S. standards; and the chance that fluctuations in foreign exchange rates will decrease the investment’s value (favorable changes can increase its value). These risks are heightened for a fund’s investments in emerging markets.

Operating policy There is no limit on fund investments in U.S. dollar-denominated debt securities issued by foreign issuers, foreign branches of U.S. banks, and U.S. branches of foreign banks. The fund may also invest up to 20% of total assets (excluding reserves) in non-U.S. dollar-denominated foreign debt securities. Subject to the overall limit on fund investments in foreign debt securities, there is no limit on the amount of foreign investments that may be made in emerging markets.

Mortgage-Backed Securities

A fund may invest in a variety of mortgage-backed securities. Mortgage lenders pool individual home mortgages with similar characteristics to back a certificate or bond, which is sold to investors such as the fund. Interest and principal payments generated by the underlying mortgages are passed through to the investors. The “big three” issuers are the Government National Mortgage Association, the Federal National Mortgage Association, and the Federal Home Loan Mortgage Corporation. Government National Mortgage Association certificates are backed by the full faith and credit of the U.S. government, while others, such as the Federal National Mortgage Association and Federal Home Loan Mortgage Corporation certificates, are only supported by the ability to borrow from the U.S. Treasury or by the credit of the agency. (Since September 2008, the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation have operated under conservatorship of the Federal Housing Finance Agency, an independent federal agency.) Private mortgage bankers and other institutions also issue mortgage-backed securities.

Mortgage-backed securities are subject to scheduled and unscheduled principal payments as homeowners pay down or prepay their mortgages. As these payments are received, they must be reinvested when interest rates may be higher or lower than on the original mortgage security. Therefore, these securities are not an effective means of locking in long-term interest rates. In addition, when interest rates fall, the rate of mortgage prepayments tends to increase. These refinanced mortgages are paid off at face value or “par,” causing a loss for any investor who may have purchased the


  

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security at a price above par. In such an environment, this risk limits the potential price appreciation of these securities and can negatively affect a fund’s net asset value. When interest rates rise, the prices of mortgage-backed securities can be expected to decline. In addition, when interest rates rise and prepayments slow, the effective duration of mortgage-backed securities extends, resulting in increased price volatility.

Operating policy There is no limit on fund investments in mortgage-backed securities.

Other types of mortgage-backed securities in which the fund may invest include:

Collateralized Mortgage Obligations Collateralized mortgage obligations are debt securities that are fully collateralized by a portfolio of mortgages or mortgage-backed securities including Government National Mortgage Association, Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, and non-agency-backed mortgages. All interest and principal payments from the underlying mortgages are passed through to the collateralized mortgage obligations in such a way as to create different classes with varying risk characteristics, payment structures, and maturity dates. Collateralized mortgage obligation classes may pay fixed or variable rates of interest, and certain classes have priority over others with respect to the receipt of prepayments and allocation of defaults.

Stripped Mortgage Securities Stripped mortgage securities are created by separating the interest and principal payments generated by a pool of mortgage-backed securities or a collateralized mortgage obligation to create additional classes of securities. Generally, one class receives interest-only payments and another receives principal-only payments. Unlike other mortgage-backed securities and principal-only strips, the value of interest-only strips tends to move in the same direction as interest rates. A fund can use interest-only strips as a hedge against falling prepayment rates (when interest rates are rising) and/or in an unfavorable market environment. Principal-only strips can be used as a hedge against rising prepayment rates (when interest rates are falling) and/or in a favorable market environment. Interest-only strips and principal-only strips are acutely sensitive to interest rate changes and to the rate of principal prepayments.

A rapid or unexpected increase in prepayments can severely depress the price of interest-only strips, while a rapid or unexpected decrease in prepayments could have the same effect on principal-only strips. Of course, under the opposite conditions these securities may appreciate in value. These securities can be very volatile in price and may have less liquidity than most other mortgage-backed securities. Certain non-stripped collateralized mortgage obligation classes may also exhibit these qualities, especially those that pay variable rates of interest that adjust inversely with, and more rapidly than, short-term interest rates. In addition, if interest rates rise rapidly and prepayment rates slow more than expected, certain collateralized mortgage obligation classes, in addition to losing value, can exhibit characteristics of long-term securities and become more volatile. There is no guarantee that a fund’s investments in


  

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collateralized mortgage obligations, interest-only strips, or principal-only strips will be successful, and a fund’s total return could be adversely affected as a result.

Operating policy Fund investments in stripped mortgage securities are limited to 10% of total assets.

Commercial Mortgage-Backed Securities Commercial mortgage-backed securities are securities created from a pool of commercial mortgage loans, such as loans for hotels, shopping centers, office buildings, and apartment buildings. Interest and principal payments from the loans are passed on to the investor according to a schedule of payments. Credit quality depends primarily on the quality of the loans themselves and on the structure of the particular deal. Generally, deals are structured with senior and subordinate classes. The degree of subordination is determined by the rating agencies who rate the individual classes of the structure. Commercial mortgages are generally structured with prepayment penalties, which greatly reduce prepayment risk to the investor. However, the value of these securities may change because of actual or perceived changes in the creditworthiness of the individual borrowers, their tenants, the servicing agents, or the general state of commercial real estate. There is no limit on fund investments in these securities.

Asset-Backed Securities

An underlying pool of assets, such as credit card or automobile trade receivables or corporate loans or bonds, backs these bonds and provides the interest and principal payments to investors. On occasion, the pool of assets may also include a swap obligation, which is used to change the cash flows on the underlying assets. As an example, a swap may be used to allow floating rate assets to back a fixed rate obligation. Credit quality depends primarily on the quality of the underlying assets, the level of any credit support provided by the structure or by a third-party insurance wrap, and the credit quality of the swap counterparty. The underlying assets (i.e., loans) are sometimes subject to prepayments, which can shorten the security’s effective maturity and may lower its return. The value of these securities also may change because of actual or perceived changes in the creditworthiness of the individual borrowers, the originator, the servicing agent, the financial institution providing the credit support, or the swap counterparty. There is no limit on fund investments in asset-backed securities.

Inflation-Linked Securities

Inflation-linked securities are income-generating instruments whose interest and principal payments are adjusted for inflation—a sustained increase in prices of goods and services that erodes the purchasing power of money. Treasury inflation-protected securities are inflation-linked securities issued by the U.S. government. Inflation-linked bonds are also issued by corporations, U.S. government agencies, and foreign countries. The inflation adjustment, which is typically applied monthly to the principal of the bond, follows a designated inflation index, such as the consumer price index. A fixed coupon rate is applied to the inflation-adjusted principal so that


  

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as inflation rises, both the principal value and the interest payments increase. This can provide investors with a hedge against inflation, as it helps preserve the purchasing power of your investment. Because of this inflation-adjustment feature, inflation-protected bonds typically have lower yields than conventional fixed rate bonds.

Inflation-protected bonds normally will decline in price when real interest rates rise. (A real interest rate is calculated by subtracting the inflation rate from a nominal interest rate. For example, if a 10-year Treasury note is yielding 5% and inflation expectations for the next 10 years are 2%, the real interest rate is 3%.) If inflation is negative, the principal and income of an inflation-protected bond could decline and result in losses for the fund.

Noninvestment-Grade Debt Instruments

The fund’s investments in noninvestment-grade companies can include loan participations and assignments, as well as “junk” bonds. Investment in loans involve special types of risk, including those of being a direct lender and reduced liquidity. The price and yield of junk bonds can be expected to fluctuate more than the price and yield of higher-quality bonds.

Investments involving below investment-grade issuers or borrowers are regarded as more volatile than investment-grade bonds and have greater risk with respect to the issuer’s continuing ability to meet principal and interest payments. Normally, the fund will invest in loans and junk bonds through investments in other T. Rowe Price funds that concentrate their investments in these areas.

Operating policy Fund investments in noninvestment-grade securities and loans are limited to 5% of total assets.

Derivatives and Leverage

A derivative is a financial instrument whose value is derived from an underlying security such as a stock or bond or from a market benchmark, such as an interest rate index. Many types of investments representing a wide range of risks and potential rewards may be considered derivatives, including conventional instruments such as futures and options, as well as other potentially more complex investments such as swaps and structured notes. The use of derivatives can involve leverage. Leverage has the effect of magnifying returns, positively or negatively. The effect on returns will depend on the extent to which an investment is leveraged. For example, an investment of $1, leveraged at 2 to 1, would have the effect of an investment of $2. Leverage ratios can be higher or lower with a corresponding effect on returns. The fund may use derivatives in certain situations to help accomplish any or all of the following: to hedge against a decline in principal value, to increase yield, to manage exposure to changes in interest or currency exchange rates, to invest in eligible asset classes with greater efficiency and at a lower cost than is possible through direct investment, or to adjust portfolio duration or credit risk exposure.


  

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While individual fund investments may involve leverage, the fund will not invest in any high-risk, highly leveraged derivative instrument that, at the time of entering into the derivative transaction, is expected to cause the overall price volatility of the portfolio to be meaningfully greater than that of a long-term (over 10-year maturity) investment-grade bond.

Derivatives that may be used include the following as well as others that combine the risk characteristics and features of futures, options, and swaps:

Futures and Options Futures, a type of potentially high-risk derivative, are often used to manage or hedge risk because they enable the investor to buy or sell an asset in the future at an agreed-upon price. Options, another type of potentially high-risk derivative, give the investor the right (when the investor purchases the option), or the obligation (when the investor “writes” or sells the option), to buy or sell an asset at a predetermined price in the future. Futures and options contracts may be bought or sold for any number of reasons, including to manage exposure to changes in interest rates, bond prices, foreign currencies, and credit quality; as an efficient means of increasing or decreasing a fund’s exposure to a specific part or broad segment of the U.S. market or a foreign market; in an effort to enhance income; to protect the value of portfolio securities; to serve as a cash management tool; and to adjust portfolio duration or credit risk exposure. Call or put options may be purchased or sold on securities, futures, and financial indexes. A fund may choose to continue a futures contract by “rolling over” an expiring futures contract into an identical contract with a later maturity date. This could increase the fund’s transaction costs and portfolio turnover rate.

Futures contracts and options may not always be successful hedges; their prices can be highly volatile; using them could lower a fund’s total return; and the potential loss from the use of futures can exceed a fund’s initial investment in such contracts.

Operating policies Initial margin deposits on futures and premiums on options used for non-hedging purposes will not exceed 5% of a fund’s net asset value. The total market value of securities covering call or put options may not exceed 25% of total assets. No more than 5% of total assets will be committed to premiums when purchasing call or put options.

Swaps Fund investments may be made in interest rate, index, total return, credit default, and other types of swap agreements, as well as options on swaps, commonly referred to as “swaptions,” and interest rate swap futures, which are instruments that provide a way to obtain swap exposure and the benefits of futures in one contract. All of these agreements are considered derivatives and, in certain cases, high-risk derivatives. Interest rate, index, and total return swaps are two-party contracts under which a fund and a counterparty, such as a broker or dealer, agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or indexes. Credit default swaps are agreements where one party (the protection buyer) will make periodic payments to another party (the


  

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protection seller) in exchange for protection against specified credit events, such as defaults and bankruptcies related to an issuer or underlying credit instrument. Swap futures are futures contracts on interest rate swaps that enable purchasers to settle in cash at a future date at the price determined by a specific benchmark rate at the end of a fixed period. Swaps, swaptions, and swap futures can be used for a variety of purposes, including to manage a fund’s overall exposure to changes in interest or foreign currency exchange rates and credit quality; as an efficient means of adjusting a fund’s exposure to certain markets; in an effort to enhance income or total return or protect the value of portfolio securities; to serve as a cash management tool; and to adjust portfolio duration or credit risk exposure.

There are risks in the use of swaps and related instruments. Swaps could result in losses if interest or foreign currency exchange rates or credit quality changes are not correctly anticipated by a fund. Total return swaps could result in losses if the reference index, security, or investments do not perform as anticipated. Credit default swaps can increase a fund’s exposure to credit risk and could result in losses if evaluation of the creditworthiness of the counterparty, or of the company or government on which the credit default swap is based, is incorrect. The use of swaps, swaptions, and swap futures may not always be successful. Using them could lower a fund’s total return, their prices can be highly volatile, and the potential loss from the use of swaps can exceed a fund’s initial investment in such instruments. Also, the other party to a swap agreement could default on its obligations or refuse to cash out a fund’s investment at a reasonable price, which could turn an expected gain into a loss. Although there should be minimal counterparty risk associated with investments in interest rate swap futures, a fund could experience delays and/or losses due to the bankruptcy of a swap dealer through which the fund engaged in the transaction.

Operating policies A swap agreement with any single counterparty will not be entered into if the net amount owed or to be received under existing contracts with that party would exceed 5% of total assets or if the net amount owed or to be received by the fund under all outstanding swap agreements will exceed 10% of total assets. For swaptions, the total market value of securities covering call or put options may not exceed 25% of total assets. No more than 5% of total assets will be committed to premiums when purchasing call or put swaptions.

Hybrid Instruments These instruments (a type of potentially high-risk derivative) can combine the characteristics of securities, futures, and options. For example, the principal amount or interest rate of a hybrid could be tied (positively or negatively) to the price of some commodity, currency, security, or securities index or another interest rate (each a “benchmark”). Hybrids can be used as an efficient means of pursuing a variety of investment goals, including currency hedging, duration management, and increased total return. Hybrids may or may not bear interest or pay dividends. The value of a hybrid or its interest rate may be a multiple of a benchmark and, as a result, may be leveraged and move (up or down) more steeply and rapidly


  

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than the benchmark. These benchmarks may be sensitive to economic and political events, such as commodity shortages and currency devaluations, which cannot be readily foreseen by the purchaser of a hybrid. Under certain conditions, the redemption value of a hybrid could be zero. Thus, an investment in a hybrid may entail significant market risks that are not associated with a similar investment in a traditional, U.S. dollar-denominated bond that has a fixed principal amount and pays a fixed rate or floating rate of interest. The purchase of hybrids also exposes the fund to the credit risk of the issuer of the hybrid. These risks may cause significant fluctuations in the net asset value of the fund.

Hybrids can have volatile prices and limited liquidity, and their use may not be successful.

Operating policy Fund investments in hybrid instruments are limited to 10% of total assets.

Currency Derivatives The fund may engage in foreign currency transactions either on a spot (cash) basis at the rate prevailing in the currency exchange market at the time or through forward currency exchange contracts, which are contracts between two counterparties to exchange one currency for another on a future date at a specified exchange rate. In addition to foreign currency forwards, futures, swaps, and options on foreign currencies may also be used to protect a fund’s foreign securities from adverse currency movements relative to the U.S. dollar, as well as to gain exposure to currencies and markets expected to increase or decrease in value relative to other currencies or securities.

The fund may attempt to hedge its exposure to potentially unfavorable currency changes. Forward currency contracts can be used to adjust the foreign exchange exposure of the fund with a view to protecting the portfolio from adverse currency movements, based on T. Rowe Price’s outlook. However, forward currency contracts can also be used in an effort to benefit from a currency believed to be appreciating in value versus other currencies. The fund may invest in non-U.S. currencies directly without holding any non-U.S. securities denominated in those currencies.

Forward currency contracts involve special risks, including, but not limited to, the potential for significant volatility in currency markets, and the risk that in certain markets, particularly emerging markets, it is not possible to engage in effective foreign currency hedging. In addition, such transactions involve the risk that currency movements will not occur as anticipated by T. Rowe Price, which could reduce a fund’s total return.

The fund may enter into foreign currency transactions under the following circumstances:

Lock In When the fund desires to lock in the U.S. dollar price on the purchase or sale of a security denominated in a foreign currency.


  

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Cross Hedge If a particular currency is expected to decrease in value relative to another currency, the fund may sell the currency expected to decrease and purchase a currency that is expected to increase against the currency sold. The fund’s cross hedging transactions may involve currencies in which the fund’s holdings are denominated. However, the fund is not required to own securities in the particular currency being purchased or sold.

Direct Hedge If the fund seeks to eliminate substantially all of the risk of owning a particular currency or believes the portfolio could benefit from price appreciation in a given country’s bonds but did not want to hold the currency, it could employ a direct hedge back into the U.S. dollar. In either case, a fund would enter into a forward contract to sell the currency in which a portfolio security is denominated and purchase U.S. dollars at an exchange rate established at the time it initiated the contract. The cost of the direct hedge transaction may offset most, if not all, of the yield advantage offered by the foreign security, but the fund would hope to benefit from an increase (if any) in the value of the bond.

Proxy Hedge In certain circumstances, a different currency may be substituted for the currency in which the investment is denominated, as part of a strategy known as proxy hedging. In this case, the fund, having purchased a security, will sell a currency whose value is believed to be closely linked to the currency in which the security is denominated. This type of hedging entails greater risk than a direct hedge because it is dependent on a stable relationship between the two currencies paired as proxies, and that relationship may not always be maintained. The fund may also use these instruments to create a synthetic bond, which is issued in one currency with the currency component transformed into another currency.

Costs of Hedging When the fund purchases a foreign bond with a higher interest rate than is available on U.S. bonds of a similar maturity, the additional yield on the foreign bond could be substantially lessened if the fund were to enter into a direct hedge by selling the foreign currency and purchasing the U.S. dollar. This is what is known as the “cost” of hedging. A proxy hedge, which is less costly than a direct hedge, may attempt to reduce this cost through an indirect hedge back to the U.S. dollar.

It is important to note that hedging costs are treated as capital transactions and are not, therefore, deducted from a fund’s dividend distribution and are not reflected in its yield. Instead, such costs will, over time, be reflected in a fund’s net asset value per share and total return. Hedging may result in the application of the mark-to-market and straddle provisions of the Internal Revenue Code. These provisions could result in an increase (or decrease) in the amount of taxable dividends paid by the funds and could affect whether dividends paid by the funds are classified as capital gains or ordinary income.

Operating policy The fund will not commit more than 20% of total assets to any combination of currency derivatives.


  

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Investments in Other Investment Companies

A fund may invest in other investment companies, including open-end funds, closed-end funds, and exchange-traded funds.

A fund may purchase the securities of another investment company to temporarily gain exposure to a portion of the market while awaiting purchase of securities or as an efficient means of gaining exposure to a particular asset class. The fund might also purchase shares of another investment company to gain exposure to the securities in the investment company’s portfolio at times when the fund may not be able to buy those securities directly. Any investment in another investment company would be consistent with the fund’s objective and investment program.

The risks of owning another investment company are generally similar to the risks of investing directly in the securities in which that investment company invests. However, an investment company may not achieve its investment objective or execute its investment strategy effectively, which may adversely affect the fund’s performance. In addition, because closed-end funds and exchange-traded funds trade on a secondary market, their shares may trade at a premium or discount to the actual net asset value of their portfolio securities and their shares may have greater volatility because of the potential lack of liquidity.

As a shareholder of an investment company not sponsored by T. Rowe Price, the fund must pay its pro-rata share of that investment company’s fees and expenses. The fund’s investments in non-T. Rowe Price investment companies are subject to the limits that apply to investments in other funds under the Investment Company Act of 1940 or under any applicable exemptive order.

A fund may also invest in certain other T. Rowe Price funds as a means of gaining efficient and cost-effective exposure to certain asset classes, provided the investment is consistent with the fund’s investment program and policies. Such an investment could allow the fund to obtain the benefits of a more diversified portfolio than might otherwise be available through direct investments in the asset class, and will subject the fund to the risks associated with the particular asset class. Examples of asset classes in which other T. Rowe Price mutual funds concentrate their investments include high yield bonds, floating rate loans, international bonds, emerging market bonds, real assets equities, and emerging market stocks. If the fund invests in another T. Rowe Price fund, the management fee paid by the fund will be reduced to ensure that the fund does not incur duplicate management fees as a result of its investment.

Illiquid Securities

Some fund holdings may be considered illiquid because they are subject to legal or contractual restrictions on resale or because they cannot be sold in the ordinary course of business within seven days at approximately the prices at which they are valued. The determination of liquidity involves a variety of factors. Illiquid securities may include private placements that are sold directly to a small number of investors, usually institutions. Unlike public offerings, such securities are not registered with


  

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the SEC. Although certain of these securities may be readily sold and deemed liquid, for example under Rule 144A of the Securities Act of 1933, others may have resale restrictions and can be illiquid. The sale of illiquid securities may involve substantial delays and additional costs, and a fund may only be able to sell such securities at prices substantially less than what it believes they are worth.

Operating policy Fund investments in illiquid securities are limited to 15% of net assets.

Types of Investment Management Practices

Reserve Position

A certain portion of fund assets may be held in reserves. Fund reserve positions can consist of: 1) shares of a T. Rowe Price internal money fund or short-term bond fund; 2) short-term, high-quality U.S. and foreign dollar-denominated money market securities, including repurchase agreements; and 3) U.S. dollar or non-U.S. dollar currencies. For temporary, defensive purposes, there is no limit on a fund’s holdings in reserves. If a fund has significant holdings in reserves, it could compromise the fund’s ability to achieve its objectives. The reserve position provides flexibility in meeting redemptions, paying expenses and managing cash flows into a fund, and can serve as a short-term defense during periods of unusual market volatility. Non-U.S. dollar reserves are subject to currency risk.

When-Issued Securities and Forwards

A fund may purchase securities on a when-issued or delayed delivery basis or may purchase or sell securities on a forward commitment basis. There is no limit on fund investments in these securities. The price of these securities is fixed at the time of the commitment to buy, but delivery and payment take place after the customary settlement period for that type of security (often a month or more later). During the interim period, the price and yield of the securities can fluctuate, and typically no interest accrues to the purchaser. At the time of delivery, the market value of the securities may be more or less than the purchase or sale price. To the extent the fund remains fully or almost fully invested (in securities with a remaining maturity of more than one year) at the same time it purchases these securities, there will be greater fluctuations in the fund’s net asset value than if the fund did not purchase them.

Borrowing Money and Transferring Assets

A fund may borrow from banks, other persons, and other T. Rowe Price funds for temporary emergency purposes to facilitate redemption requests, or for other purposes consistent with fund policies as set forth in this prospectus. Such borrowings may be collateralized with fund assets, subject to restrictions.

Fundamental policy Borrowings may not exceed 331/3% of total assets.

Operating policy A fund will not transfer portfolio securities as collateral except as necessary in connection with permissible borrowings or investments, and then such


  

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transfers may not exceed 331/3% of total assets. A fund will not purchase additional securities when borrowings exceed 5% of total assets.

Lending of Portfolio Securities

A fund may lend its securities to broker-dealers, other institutions, or other persons to earn additional income. Risks include the potential insolvency of the broker-dealer or other borrower that could result in delays in recovering securities and capital losses. Additionally, losses could result from the reinvestment of collateral received on loaned securities in investments that default or do not perform as well as expected.

Fundamental policy The value of loaned securities may not exceed 331/3% of total assets.

Credit Quality Considerations

The credit quality of many fund holdings is evaluated by rating agencies such as Moody’s Investors Service, Inc. (Moody’s), Standard & Poor’s Ratings Services (S&P), and Fitch Ratings (Fitch). Credit quality refers to the issuer’s ability to meet all required interest and principal payments. The highest ratings are assigned to companies perceived to have the lowest credit risks. T. Rowe Price research analysts also evaluate fund holdings, including those rated by outside agencies. Other things being equal, lower-rated bonds and other debt obligations have higher yields due to greater credit risk.

Credit quality ratings are not guarantees. They are estimates of a company’s financial strength and ability to make interest and principal payments as they come due. Ratings can change at any time due to real or perceived changes in a company’s credit or financial fundamentals.

The following table shows the rating scale used by the major rating agencies.

Ratings of Corporate Debt Securities

      
 

Moody’s

S&P

Fitch

Definition

Long Term

Aaa

AAA

AAA

 

Highest quality

 

Aa

AA

AA

 

High quality

 

A

A

A

 

Upper-medium grade

 

Baa

BBB

BBB

 

Medium grade

 

Ba

BB

BB

 

Speculative

 

B

B

B

 

Highly speculative

 

Caa

CCC

CCC

 

Vulnerable to default

 

Ca

CC

CC

 

Default is imminent

 

C

C

C

 

Probably in default


  

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Portfolio Turnover

Turnover is an indication of frequency of trading. A fund will not generally trade in securities for short-term profits, but when circumstances warrant, securities may be purchased and sold without regard to the length of time held. Each time a fund purchases or sells a security, it incurs a cost. This cost is reflected in its net asset value but not in its operating expenses. The higher the turnover rate, the higher the transaction costs and the greater the impact on a fund’s total return. Higher turnover can also increase the possibility of taxable capital gain distributions.

Funds investing in bonds may have higher turnover than funds investing in stocks. Unlike stocks, fixed-maturity bonds require reinvestment. For funds investing in mortgages and callable debt, frequent reinvestment of principal is often required. Common trading strategies, such as mortgage dollar rolls, can increase turnover. Active investment strategies, such as sector rotation and duration management, also necessitate more frequent trading. The fund’s portfolio turnover rates are shown in the Financial Highlights table.

DISCLOSURE OF FUND PORTFOLIO INFORMATION

Each T. Rowe Price fund’s portfolio holdings are disclosed on a regular basis in its semiannual and annual shareholder reports, and on Form N-Q, which is filed with the SEC within 60 days of the fund’s first and third fiscal quarter-end. The money funds also file detailed month-end portfolio holdings information with the SEC each month. Such information will be made available to the public 60 days after the end of the month to which the information pertains. In addition, the funds disclose their calendar quarter-end portfolio holdings on troweprice.com 15 calendar days after each quarter. Under certain conditions, up to 5% of a fund’s holdings may be included in this portfolio list without being individually identified. Generally, securities would not be individually identified if they are being actively bought or sold and it is determined that the quarter-end disclosure of the holding could be harmful to the fund. A security will not be excluded for these purposes from a fund’s quarter-end holdings disclosure for more than one year. Money funds also disclose their month-end portfolio holdings on troweprice.com five business days after each month. The quarter-end portfolio holdings will remain on the website for one year and the month-end money fund portfolio holdings will remain on the website for six months. Each fund also discloses its 10 largest holdings on troweprice.com on the seventh business day after each month-end. These holdings are listed in alphabetical order along with the aggregate percentage of the fund’s total assets that these 10 holdings represent. Each monthly top 10 list will remain on the website for six months. A description of T. Rowe Price’s policies and procedures with respect to the disclosure of portfolio information is available in the Statement of Additional Information and through troweprice.com.


  

T. Rowe Price

42

FINANCIAL HIGHLIGHTS

The Financial Highlights table, which provides information about the fund’s R Class financial history, is based on a single share outstanding throughout the periods shown. The class’ section of the table is part of the fund’s financial statements, which are included in its annual report and are incorporated by reference into the Statement of Additional Information (available upon request). The total returns in the table represent the rate that an investor would have earned or lost on an investment in the fund (assuming reinvestment of all dividends and distributions and no payment of any applicable account or redemption fees). The financial statements in the annual report were audited by the fund’s independent registered public accounting firm, PricewaterhouseCoopers LLP.


  

More About the Fund

43

Financial Highlights

            
 

Year ended May 31

 

2009

 

2010

 

2011

 

2012

 

2013

 

Net asset value,
beginning of period

$9.00

 

$8.89

 

$9.45

 

$9.62

 

$9.79

 

Income From Investment Operations

Net investment income*

0.36

a

0.32

a,b

0.28

a,b

0.24

a

0.19

a

Net gains or losses on
securities (both realized
and unrealized)

0.01

 

0.58

 

0.26

 

0.26

 

0.02

 

Total from investment
operations

0.37

 

0.90

 

0.54

 

0.50

 

0.21

 

Less Distributions

Dividends (from net
investment income)

(0.37

)

(0.34

)

(0.29

)

(0.27

)

(0.23

)

Distributions (from
capital gains)

(0.11

)

 

(0.08

)

(0.06

)

(0.09

)

Returns of capital

 

 

 

 

 

Total distributions

(0.48

)

(0.34

)

(0.37

)

(0.33

)

(0.32

)

Net asset value,
end of period

$8.89

 

$9.45

 

$9.62

 

$9.79

 

$9.68

 

Total return

4.45

%a

10.22

%a,b

5.83

%a,b

5.30

%a

2.09

%a

Ratios/Supplemental Data

Net assets, end of period
(in thousands)

$6,983

 

$11,366

 

$11,985

 

$9,794

 

$6,408

 

Ratio of expenses to
average net assets

1.13

%a

1.19

%a,b

1.15

%a,b

1.13

%a

1.13

%a

Ratio of net income to
average net assets

4.25

%a

3.52

%a,b

2.89

%a,b

2.50

%a

1.89

%a

Portfolio turnover rate

81.5

%c

69.0

%

110.7

%c

157.1

%c

130.9

%c

Portfolio turnover rate, excluding mortgage dollar roll transactions

76.0

%

69.0

%

91.9

%

116.2

%

70.1

%

* Per share amounts calculated using average shares outstanding method.

a Excludes expenses in excess of a 1.15% contractual expense limitation in effect through September 30, 2014, and expenses permanently waived 0.02%, 0.02%, 0.02%, 0.02%, and 0.02% of average net assets for the years ended May 31, 2013, May 31, 2012, May 31, 2011, May 31, 2010, and May 31, 2009, respectively, related to investments in T. Rowe Price mutual funds.

b Includes interest expense on TALF loans of 0.02% and 0.06% of average net assets for the years ended May 31, 2011 and May 31, 2010, respectively.

c The portfolio turnover rate calculation includes purchases and sales from the mortgage dollar roll transactions.


   

Investing With T. Rowe Price

 

4

  
ACCOUNT REQUIREMENTS AND TRANSACTION INFORMATION
   
  

Your fund shares must be purchased through a third-party intermediary, therefore please contact the intermediary
for information regarding its policies on purchasing, exchanging, and redeeming fund shares, as well as initial and subsequent investment minimums.

   

Tax Identification
Number

 

The intermediary must provide T. Rowe Price with its certified taxpayer identification number. Otherwise, federal law requires the funds to withhold a percentage of dividends, capital gain distributions, and redemptions and may subject the intermediary or account holder to an Internal Revenue Service fine. If this information is not received within 60 days after the account is established, the account may be redeemed at the fund’s then-current net asset value.

   
  

All initial and subsequent investments by intermediaries should be made by bank wire or electronic payment. For more information, contact Financial Institution Services by calling
1-800-638-8790.

   

Important Information About Opening an Account

 

Opening a New Account
$2,500 minimum initial investment per fund ($1,000 for retirement accounts and Uniform Gifts to Minors Act/Uniform Transfers to Minors Act accounts) and $25,000 minimum initial investment for Summit Funds; your intermediary may impose different minimums.

   
  

Pursuant to federal law, all financial institutions must obtain, verify, and record information that identifies each person or entity that opens an account.

   
 

 

When an account is opened, the name, residential street address, date of birth, and Social Security or employer identification number for each account owner and person(s) opening an account on behalf of others (such as custodians, agents, trustees, or other authorized signers) must be provided. Corporate and other institutional accounts require documents showing the existence of the entity (such as articles of incorporation or partnership agreements) to open an


  

Investing With T. Rowe Price

45

   

 

 

account. Certain other fiduciary accounts (such as trusts or power of attorney arrangements) require documentation, which may include an original or certified copy of the trust agreement or power of attorney to open an account. For more information, call Financial Institution Services.

   
  

T. Rowe Price will use this information to verify the identity of the person(s)/entity opening the account. An account cannot be opened until all of this information is received. If the identity of the account holder cannot be verified, T. Rowe Price is authorized to take any action permitted by law. (See Rights Reserved by the Funds.)

   
  

Intermediaries should call Financial Institution Services for an account number, assignment to a dedicated service representative, and wire transfer instructions.

   
  

In order to obtain an account number, the intermediary must supply the name, Social Security or employer identification number, and business street address for the account.

   
  

Intermediaries should complete a New Account form and mail it, with proper documentation identifying your firm, to one of the appropriate addresses listed below. Intermediaries must also enter into a separate agreement with the fund or its agent. The funds are generally available only to investors residing in the United States.

   
  

via U.S. Postal Service
T. Rowe Price Financial Institution Services
P.O. Box 17300
Baltimore, MD 21297-1603

   
  

via private carriers/overnight services
T. Rowe Price Financial Institution Services
Mail Code: OM-4232
4515 Painters Mill Road
Owings Mills, MD 21117-4842

   
  

Note: Please use the correct address to avoid a delay in opening your new account.


  

T. Rowe Price

46

PURCHASING ADDITIONAL SHARES
   
  

$100 minimum per fund for all additional purchases and $1,000 minimum required for Summit Funds (your intermediary may impose different minimums)

   

By Wire

 

Intermediaries should call Financial Institution Services or access troweprice.com for wire transfer instructions. T. Rowe Price must receive the wire by the close of the New York Stock Exchange (normally 4 p.m. ET) to receive that day’s share price. There is no assurance that the share price for the purchase will be the same day the wire was initiated.

EXCHANGING AND REDEEMING SHARES
   

Exchange Service

 

Money can be moved from one account to an existing, identically registered account or a new identically registered account can be opened. Intermediaries should call their Financial Institution Services representative for more information or to place a trade. For exchange policies, please see Transaction Procedures and Special Requirements—Excessive and Short-Term Trading Policy.

   

Redemptions

 

Unless otherwise indicated, redemption proceeds will be wired to the intermediary’s designated bank. Intermediaries should contact their Financial Institution Services representative.

   
  

Some of the T. Rowe Price funds may impose a redemption fee. Check the fund’s prospectus under Contingent Redemption Fee in Pricing Shares and Receiving Sale Proceeds. The fee is paid to the fund.

   
  

If your account has no activity in it for a certain period of time, your intermediary may be required to transfer your account to the appropriate state under its abandoned property laws.


  

Investing With T. Rowe Price

47

RIGHTS RESERVED BY THE FUNDS
   
  

T. Rowe Price funds and their agents, in their sole discretion, reserve the following rights: (1) to waive or lower investment minimums; (2) to accept initial purchases by telephone; (3) to refuse any purchase or exchange order; (4) to cancel or rescind any purchase or exchange order placed through an intermediary, no later than the business day after the order is received by the intermediary (including, but not limited to, orders deemed to result in excessive trading, market timing, or 5% ownership); (5) to cease offering fund shares at any time to all or certain groups of investors; (6) to freeze any account and suspend account services when notice has been received of a dispute regarding the ownership of the account, or a legal claim against an account, upon initial notification to T. Rowe Price of a shareholder’s death until T. Rowe Price receives required documentation in good order, or if there is reason to believe a fraudulent transaction may occur; (7) to otherwise modify the conditions of purchase and modify or terminate any services at any time; (8) to waive any wire, small account, maintenance, or fiduciary fees charged to a group of shareholders; (9) to act on instructions reasonably believed to be genuine; (10) to involuntarily redeem an account at the net asset value calculated the day the account is redeemed, in cases of threatening conduct, suspected fraudulent or illegal activity, or if the fund or its agent is unable, through its procedures, to verify the identity of the person(s) or entity opening an account; and (11) for money funds, to suspend redemptions and postpone the payment of proceeds to facilitate an orderly liquidation of the fund.


  

T. Rowe Price

48

T. ROWE PRICE PRIVACY POLICY

In the course of doing business with T. Rowe Price, you share personal and financial information with us. We treat this information as confidential and recognize the importance of protecting access to it.

You may provide information when communicating or transacting business with us in writing, electronically, or by phone. For instance, information may come from applications, requests for forms or literature, and your transactions and account positions with us. On occasion, such information may come from consumer reporting agencies and those providing services to us.

We do not sell information about current or former customers to any third parties, and we do not disclose it to third parties unless necessary to process a transaction, service an account, or as otherwise permitted by law. We may share information within the T. Rowe Price family of companies in the course of providing or offering products and services to best meet your investing needs. We may also share that information with companies that perform administrative or marketing services for T. Rowe Price, with a research firm we have hired, or with a business partner, such as a bank or insurance company with which we are developing or offering investment products. When we enter into such a relationship, our contracts restrict the companies’ use of our customer information, prohibiting them from sharing or using it for any purposes other than those for which they were hired.

We maintain physical, electronic, and procedural safeguards to protect your personal information. Within T. Rowe Price, access to such information is limited to those who need it to perform their jobs, such as servicing your accounts, resolving problems, or informing you of new products or services. Finally, our Code of Ethics, which applies to all employees, restricts the use of customer information and requires that it be held in strict confidence.

This Privacy Policy applies to the following T. Rowe Price family of companies: T. Rowe Price Associates, Inc.; T. Rowe Price Advisory Services, Inc.; T. Rowe Price Investment Services, Inc.; T. Rowe Price Trust Company; and the T. Rowe Price Funds.


A Statement of Additional Information for the T. Rowe Price family of funds, which includes additional information about the funds, has been filed with the SEC and is incorporated by reference into this prospectus. Further information about fund investments, including a review of market conditions and the manager’s recent investment strategies and their impact on performance during the past fiscal year, is available in the annual and semiannual shareholder reports. To obtain free copies of any of these documents, call your intermediary. These documents are available through troweprice.com.

Fund information and Statements of Additional Information are also available from the Public Reference Room of the SEC. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-202-551-8090. Fund reports and other fund information are available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov. Copies of this information may be obtained, after paying a duplicating fee, by electronic request at publicinfo@sec.gov, or by writing the Public Reference Room, Washington, D.C. 20549-1520.

T. Rowe Price Associates, Inc.

100 East Pratt Street

Baltimore, MD 21202

1940 Act File No. 811-2396     E443-040 10/1/13


  

STATEMENT OF ADDITIONAL INFORMATION

 

This is the Statement of Additional Information for all of the funds listed below. It is divided into two parts (Part I and Part II). Part I generally contains information that is particular to each fund, while Part II contains information that generally applies to all of the funds in the T. Rowe Price family of funds (“Price Funds”).

The date of this Statement of Additional Information (“SAI”) is October 1, 2013.

T. ROWE PRICE BALANCED FUND, INC. (RPBAX)

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. (TRBCX)

T. Rowe Price Blue Chip Growth Fund–Advisor Class (PABGX)

T. Rowe Price Blue Chip Growth Fund–R Class (RRBGX)

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST

California Tax-Free Bond Fund (PRXCX)

California Tax-Free Money Fund (PCTXX)

T. ROWE PRICE CAPITAL APPRECIATION FUND (PRWCX)

T. Rowe Price Capital Appreciation Fund–Advisor Class (PACLX)

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. (PRCOX)

T. Rowe Price Capital Opportunity Fund–Advisor Class (PACOX)

T. Rowe Price Capital Opportunity Fund–R Class (RRCOX)

T. ROWE PRICE CORPORATE INCOME FUND, INC. (PRPIX)

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC. (PRDMX)

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. (PRDSX)

T. ROWE PRICE DIVIDEND GROWTH FUND, INC. (PRDGX)

T. Rowe Price Dividend Growth Fund–Advisor Class (TADGX)

T. ROWE PRICE EQUITY INCOME FUND (PRFDX)

T. Rowe Price Equity Income Fund–Advisor Class (PAFDX)

T. Rowe Price Equity Income Fund–R Class (RRFDX)

T. ROWE PRICE FINANCIAL SERVICES FUND, INC. (PRISX)

T. ROWE PRICE FLOATING RATE FUND, INC. (PRFRX)

T. Rowe Price Floating Rate Fund–Advisor Class (PAFRX)

T. ROWE PRICE GLOBAL ALLOCATION FUND, INC. (RPGAX)

T. Rowe Price Global Allocation Fund–Advisor Class (PAFGX)

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC. (TRGRX)

T. Rowe Price Global Real Estate Fund–Advisor Class (PAGEX)

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC. (PRGTX)

T. ROWE PRICE GNMA FUND (PRGMX)

T. ROWE PRICE GROWTH & INCOME FUND, INC. (PRGIX)

T. ROWE PRICE GROWTH STOCK FUND, INC. (PRGFX)

T. Rowe Price Growth Stock Fund–Advisor Class (TRSAX)

T. Rowe Price Growth Stock Fund–R Class (RRGSX)

T. ROWE PRICE HEALTH SCIENCES FUND, INC. (PRHSX)

T. ROWE PRICE HIGH YIELD FUND, INC. (PRHYX)

T. Rowe Price High Yield Fund–Advisor Class (PAHIX)

T. ROWE PRICE INDEX TRUST, INC.

T. Rowe Price Equity Index 500 Fund (PREIX)

T. Rowe Price Extended Equity Market Index Fund (PEXMX)

T. Rowe Price Total Equity Market Index Fund (POMIX)

T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC.

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC. (PRIPX)

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC. (“Institutional Equity Funds”)

T. Rowe Price Institutional Large-Cap Core Growth Fund (TPLGX)

T. Rowe Price Institutional Large-Cap Growth Fund (TRLGX)

T. Rowe Price Institutional Large-Cap Value Fund (TILCX)

T. Rowe Price Institutional Mid-Cap Equity Growth Fund (PMEGX)

T. Rowe Price Institutional Small-Cap Stock Fund (TRSSX)

T. Rowe Price Institutional U.S. Structured Research Fund (TRISX)

C00-042 10/1/13


T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.

T. Rowe Price Institutional Core Plus Fund (TICPX)

 T. Rowe Price Institutional Core Plus Fund–F Class (PFCPX)

T. Rowe Price Institutional Floating Rate Fund (RPIFX)

 T. Rowe Price Institutional Floating Rate Fund–F Class (PFFRX)

T. Rowe Price Institutional High Yield Fund (TRHYX)

T. Rowe Price Institutional Long Duration Credit Fund (RPLCX)

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.

T. Rowe Price Institutional Africa & Middle East Fund (TRIAX)

T. Rowe Price Institutional Concentrated International Equity Fund (RPICX)

T. Rowe Price Institutional Emerging Markets Bond Fund (TREBX)

T. Rowe Price Institutional Emerging Markets Equity Fund (IEMFX)

T. Rowe Price Institutional International Core Equity Fund (TRCEX)

T. Rowe Price Institutional International Growth Equity Fund (PRFEX)

T. Rowe Price Institutional Global Equity Fund TRGSX)

T. Rowe Price Institutional Global Large-Cap Equity Fund (RPIGX)

T. Rowe Price Institutional Global Value Equity Fund (PRIGX)

T. Rowe Price Institutional International Bond Fund (RPIIX)

T. ROWE PRICE INTERNATIONAL FUNDS, INC.

T. Rowe Price Africa & Middle East Fund (TRAMX)

T. Rowe Price Emerging Europe Fund (TREMX)

T. Rowe Price Emerging Markets Bond Fund (PREMX)

T. Rowe Price Emerging Markets Corporate Bond Fund (TRECX)

T. Rowe Price Emerging Markets Corporate Bond Fund–Advisor Class (PACEX)

T. Rowe Price Emerging Markets Local Currency Bond Fund (PRELX)

T. Rowe Price Emerging Markets Local Currency Bond Fund–Advisor Class (PAELX)

T. Rowe Price Emerging Markets Stock Fund (PRMSX)

T. Rowe Price European Stock Fund (PRESX)

T. Rowe Price Global Infrastructure Fund (TRGFX)

 T. Rowe Price Global Infrastructure Fund–Advisor Class (PAGFX)

T. Rowe Price Global Large-Cap Stock Fund (RPGEX)

 T. Rowe Price Global Large-Cap Stock Fund–Advisor Class (PAGLX)

T. Rowe Price Global Stock Fund (PRGSX)

 T. Rowe Price Global Stock Fund–Advisor Class (PAGSX)

T. Rowe Price International Bond Fund® (RPIBX)

 T. Rowe Price International Bond Fund–Advisor Class (PAIBX)

T. Rowe Price International Discovery Fund (PRIDX)

T. Rowe Price International Growth & Income Fund (TRIGX)

 T. Rowe Price International Growth & Income Fund–Advisor Class (PAIGX)

 T. Rowe Price International Growth & Income Fund–R Class (RRIGX)

T. Rowe Price International Stock Fund (PRITX)

 T. Rowe Price International Stock Fund–Advisor Class (PAITX)

 T. Rowe Price International Stock Fund–R Class (RRITX)

T. Rowe Price Japan Fund (PRJPX)

T. Rowe Price Latin America Fund (PRLAX)

T. Rowe Price New Asia Fund (PRASX)

T. Rowe Price Overseas Stock Fund (TROSX)

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.

T. Rowe Price International Equity Index Fund (PIEQX)

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. (PRMTX)

T. ROWE PRICE MID-CAP GROWTH FUND, INC. (RPMGX)

T. Rowe Price Mid-Cap Growth Fund–Advisor Class (PAMCX)

T. Rowe Price Mid-Cap Growth Fund–R Class (RRMGX)

T. ROWE PRICE MID-CAP VALUE FUND, INC. (TRMCX)

T. Rowe Price Mid-Cap Value Fund–Advisor Class (TAMVX)

T. Rowe Price Mid-Cap Value Fund–R Class (RRMVX)

2


T. ROWE PRICE MULTI-SECTOR ACCOUNT PORTFOLIOS, INC. (“Multi-Sector Account Portfolios”)

T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio (formerly T. Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio)

T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio

T. Rowe Price Floating Rate Multi-Sector Account Portfolio

T. Rowe Price High Yield Multi-Sector Account Portfolio

T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio

T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio

T. ROWE PRICE NEW AMERICA GROWTH FUND (PRWAX)

T. Rowe Price New America Growth Fund–Advisor Class (PAWAX)

T. ROWE PRICE NEW ERA FUND, INC. (PRNEX)

T. ROWE PRICE NEW HORIZONS FUND, INC. (PRNHX)

T. ROWE PRICE NEW INCOME FUND, INC. (PRCIX)

T. Rowe Price New Income Fund–Advisor Class (PANIX)

T. Rowe Price New Income Fund–R Class (RRNIX)

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC. (“Personal Strategy Funds”)

T. Rowe Price Personal Strategy Balanced Fund (TRPBX)

T. Rowe Price Personal Strategy Growth Fund (TRSGX)

T. Rowe Price Personal Strategy Income Fund (PRSIX)

T. ROWE PRICE PRIME RESERVE FUND, INC. (PRRXX)

T. ROWE PRICE REAL ASSETS FUND, INC. (PRAFX)

T. ROWE PRICE REAL ESTATE FUND, INC. (TRREX)

T. Rowe Price Real Estate Fund–Advisor Class (PAREX)

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC. (“TRP Reserve Funds”)

T. Rowe Price Government Reserve Investment Fund (“TRP Government Reserve
Investment Fund”)

T. Rowe Price Reserve Investment Fund (“TRP Reserve Investment Fund”)

T. Rowe Price Short-Term Government Reserve Fund

T. Rowe Price Short-Term Reserve Fund

T. ROWE PRICE RETIREMENT FUNDS, INC. (“Retirement Funds”)

T. Rowe Price Retirement 2005 Fund (TRRFX)

 T. Rowe Price Retirement 2005 Fund–Advisor Class (PARGX)

 T. Rowe Price Retirement 2005 Fund–R Class (RRTLX)

T. Rowe Price Retirement 2010 Fund (TRRAX)

 T. Rowe Price Retirement 2010 Fund–Advisor Class (PARAX)

 T. Rowe Price Retirement 2010 Fund–R Class (RRTAX)

T. Rowe Price Retirement 2015 Fund (TRRGX)

 T. Rowe Price Retirement 2015 Fund–Advisor Class (PARHX)

 T. Rowe Price Retirement 2015 Fund–R Class (RRTMX)

T. Rowe Price Retirement 2020 Fund (TRRBX)

 T. Rowe Price Retirement 2020 Fund–Advisor Class (PARBX)

 T. Rowe Price Retirement 2020 Fund–R Class (RRTBX)

T. Rowe Price Retirement 2025 Fund (TRRHX)

 T. Rowe Price Retirement 2025 Fund–Advisor Class (PARJX)

 T. Rowe Price Retirement 2025 Fund–R Class (RRTNX)

T. Rowe Price Retirement 2030 Fund (TRRCX)

 T. Rowe Price Retirement 2030 Fund–Advisor Class (PARCX)

 T. Rowe Price Retirement 2030 Fund–R Class (RRTCX)

T. Rowe Price Retirement 2035 Fund (TRRJX)

 T. Rowe Price Retirement 2035 Fund–Advisor Class (PARKX)

 T. Rowe Price Retirement 2035 Fund–R Class (RRTPX)

T. Rowe Price Retirement 2040 Fund (TRRDX)

 T. Rowe Price Retirement 2040 Fund–Advisor Class (PARDX)

 T. Rowe Price Retirement 2040 Fund–R Class (RRTDX)

T. Rowe Price Retirement 2045 Fund (TRRKX)

 T. Rowe Price Retirement 2045 Fund–Advisor Class (PARLX)

 T. Rowe Price Retirement 2045 Fund–R Class (RRTRX)

T. Rowe Price Retirement 2050 Fund (TRRMX)

 T. Rowe Price Retirement 2050 Fund–Advisor Class (PARFX)

3


 T. Rowe Price Retirement 2050 Fund–R Class (RRTFX)

T. Rowe Price Retirement 2055 Fund (TRRNX)

 T. Rowe Price Retirement 2055 Fund–Advisor Class (PAROX)

 T. Rowe Price Retirement 2055 Fund–R Class RRTVX)

T. Rowe Price Retirement Income Fund (TRRIX)

 T. Rowe Price Retirement Income Fund–Advisor Class (PARIX)

 T. Rowe Price Retirement Income Fund–R Class (RRTIX)

T. Rowe Price Target Retirement 2005 Fund (TRARX)

 T. Rowe Price Target Retirement 2005 Fund–Advisor Class (PANRX)

T. Rowe Price Target Retirement 2010 Fund (TRROX)

 T. Rowe Price Target Retirement 2010 Fund–Advisor Class (PAERX)

T. Rowe Price Target Retirement 2015 Fund (TRRTX)

 T. Rowe Price Target Retirement 2015 Fund–Advisor Class (PAHRX)

T. Rowe Price Target Retirement 2020 Fund (TRRUX)

 T. Rowe Price Target Retirement 2020 Fund–Advisor Class (PAIRX)

T. Rowe Price Target Retirement 2025 Fund (TRRVX)

 T. Rowe Price Target Retirement 2025 Fund–Advisor Class (PAJRX)

T. Rowe Price Target Retirement 2030 Fund (TRRWX)

 T. Rowe Price Target Retirement 2030 Fund–Advisor Class (PAKRX)

T. Rowe Price Target Retirement 2035 Fund (RPGRX)

 T. Rowe Price Target Retirement 2035 Fund–Advisor Class (PATVX)

T. Rowe Price Target Retirement 2040 Fund (TRHRX)

 T. Rowe Price Target Retirement 2040 Fund–Advisor Class (PAHHX)

T. Rowe Price Target Retirement 2045 Fund (RPTFX)

 T. Rowe Price Target Retirement 2045 Fund–Advisor Class (PAFFX)

T. Rowe Price Target Retirement 2050 Fund (TRFOX)

 T. Rowe Price Target Retirement 2050 Fund–Advisor Class (PAOFX)

T. Rowe Price Target Retirement 2055 Fund (TRFFX)

 T. Rowe Price Target Retirement 2055 Fund–Advisor Class (PAFTX)

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. (PRSCX)

T. Rowe Price Science & Technology Fund–Advisor Class (PASTX)

T. ROWE PRICE SHORT-TERM BOND FUND, INC. (PRWBX)

T. Rowe Price Short-Term Bond Fund–Advisor Class (PASHX)

T. Rowe Price Ultra Short-Term Bond Fund (TRBUX)

T. ROWE PRICE SMALL-CAP STOCK FUND, INC. (OTCFX)

T. Rowe Price Small-Cap Stock Fund–Advisor Class (PASSX)

T. ROWE PRICE SMALL-CAP VALUE FUND, INC. (PRSVX)

T. Rowe Price Small-Cap Value Fund–Advisor Class (PASVX)

T. ROWE PRICE SPECTRUM FUND, INC. (“Spectrum Funds”)

Spectrum Growth Fund (PRSGX)

Spectrum Income Fund (RPSIX)

Spectrum International Fund (PSILX)

T. ROWE PRICE STATE TAX-FREE INCOME TRUST

Georgia Tax-Free Bond Fund (GTFBX)

Maryland Short-Term Tax-Free Bond Fund (PRMDX)

Maryland Tax-Free Bond Fund (MDXBX)

Maryland Tax-Free Money Fund (TMDXX)

New Jersey Tax-Free Bond Fund (NJTFX)

New York Tax-Free Bond Fund (PRNYX)

New York Tax-Free Money Fund (NYTXX)

Virginia Tax-Free Bond Fund (PRVAX)

T. ROWE PRICE STRATEGIC INCOME FUND, INC. (PRSNX)

T. Rowe Price Strategic Income Fund–Advisor Class (PRSAX)

T. ROWE PRICE SUMMIT FUNDS, INC. (“Summit Income Funds”)

T. Rowe Price Summit Cash Reserves Fund (TSCXX)

T. Rowe Price Summit GNMA Fund (PRSUX)

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC. (“Summit Municipal Funds”)

T. Rowe Price Summit Municipal Money Market Fund (TRSXX)

T. Rowe Price Summit Municipal Intermediate Fund (PRSMX)

4


T. Rowe Price Summit Municipal Intermediate Fund–Advisor Class (PAIFX)

T. Rowe Price Summit Municipal Income Fund (PRINX)

T. Rowe Price Summit Municipal Income Fund–Advisor Class (PAIMX)

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC. (“Tax-Efficient Funds”)

T. Rowe Price Tax-Efficient Equity Fund (PREFX)

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. (PTEXX)

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. (PRFHX)

T. Rowe Price Tax-Free High Yield Fund–Advisor Class (PATFX)

T. ROWE PRICE TAX-FREE INCOME FUND, INC. (PRTAX)

T. Rowe Price Tax-Free Income Fund–Advisor Class (PATAX)

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC. (PRFSX)

T. Rowe Price Tax-Free Short-Intermediate Fund–Advisor Class (PATIX)

T. Rowe Price Tax-Free Ultra Short-Term Bond Fund (PRTUX)

T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC. (formerly T. Rowe Price

U.S. Bond Index Fund, Inc.) (PBDIX)

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC. (TRULX)

T. Rowe Price U.S. Large-Cap Core Fund–Advisor Class (PAULX)

T. ROWE PRICE U.S. TREASURY FUNDS, INC. (“U.S. Treasury Funds”)

U.S. Treasury Intermediate Fund (PRTIX)

U.S. Treasury Long-Term Fund (PRULX)

U.S. Treasury Money Fund (PRTXX)

T. ROWE PRICE VALUE FUND, INC. (TRVLX)

T. Rowe Price Value Fund–Advisor Class (PAVLX)

Mailing Address:

T. Rowe Price Investment Services, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
1-800-638-5660

This SAI is not a prospectus but should be read in conjunction with the appropriate current fund prospectus, which may be obtained from T. Rowe Price Investment Services, Inc. (“Investment Services”).

Each fund’s financial statements for its most recent fiscal period and the Report of Independent Registered Public Accounting Firm are included in each fund’s annual or semiannual report and incorporated by reference into this SAI. The Global Allocation Fund, Global Allocation Fund–Advisor Class, Institutional Long Duration Credit Fund, Short-Term Government Reserve Fund, Target Retirement 2005 Fund, Target Retirement 2005 Fund–Advisor Class, Target Retirement 2010 Fund, Target Retirement 2010 Fund–Advisor Class, Target Retirement 2015 Fund, Target Retirement 2015 Fund–Advisor Class, Target Retirement 2020 Fund, Target Retirement 2020 Fund–Advisor Class, Target Retirement 2025 Fund, Target Retirement 2025 Fund–Advisor Class, Target Retirement 2030 Fund, Target Retirement 2030 Fund–Advisor Class, Target Retirement 2035 Fund, Target Retirement 2035 Fund–Advisor Class, Target Retirement 2040 Fund, Target Retirement 2040 Fund–Advisor Class, Target Retirement 2045 Fund, Target Retirement 2045 Fund–Advisor Class, Target Retirement 2050 Fund, Target Retirement 2050 Fund–Advisor Class, Target Retirement 2055 Fund, Target Retirement 2055 Fund–Advisor Class, and Tax-Free Ultra Short-Term Bond Fund do not have a sufficient operating history to have complete financial statements.

If you would like a prospectus or an annual or semiannual shareholder report for a fund of which you are not a shareholder, please call 1-800-638-5660 and it will be sent to you at no charge. Please read this material carefully.

5


PART I – TABLE OF CONTENTS

Page

  

Management of the Funds

13

Principal Holders of Securities

87

Investment Management Agreements

121

Third Party Arrangements

143

Page

  

Distributor for the Funds

150

Portfolio Transactions

154

Independent Registered Public

 

Accounting Firm

183

Part II

188

References to the following are as indicated:

Internal Revenue Code of 1986, as amended (“Code”)

Investment Company Act of 1940, as amended (“1940 Act”)

Moody’s Investors Service, Inc. (“Moody’s”)

Securities Act of 1933, as amended (“1933 Act”)

Securities and Exchange Commission (“SEC”)

Securities Exchange Act of 1934, as amended (“1934 Act”)

Standard & Poor’s Corporation (“S&P”)

T. Rowe Price Associates, Inc. (“T. Rowe Price”)

T. Rowe Price Hong Kong Limited (“Price Hong Kong”)

T. Rowe Price International Ltd (“T. Rowe Price International”)

T. Rowe Price Singapore Private Ltd. (“Price Singapore”)

Advisor Class

The Advisor Class is a share class of its respective T. Rowe Price fund and is not a separate mutual fund. The Advisor Class shares are designed to be sold only through brokers, dealers, banks, insurance companies, and other financial intermediaries that provide various distribution and administrative services.

F Class

The F Class is a share class of its respective T. Rowe Price fund and is not a separate mutual fund. The F Class shares are designed to be sold only through financial advisors and certain third-party intermediaries, including brokers, banks, insurance companies, retirement plan recordkeepers, and other financial intermediaries that provide various distribution and administrative services. F Class shares are not intended to be offered by intermediaries through a mutual fund “supermarket” platform.

R Class

The R Class is a share class of its respective T. Rowe Price fund and is not a separate mutual fund. The R Class shares are designed to be sold only through various third-party intermediaries that offer employer-sponsored defined contribution retirement plans and certain other accounts, including brokers, dealers, banks, insurance companies, retirement plan recordkeepers, and others.

Inflation Focused Bond Fund, Multi-Sector Account Portfolios, and TRP Reserve Funds

These funds are not available for direct purchase by members of the public. Shares of these funds may only be purchased by or on behalf of mutual funds, section 529 college savings plans, or certain institutional client accounts for which T. Rowe Price or one of its affiliates has discretionary investment authority.

Institutional Funds

The Institutional Funds have a $1,000,000 initial investment minimum (except for their F Class shares) and are designed for institutional investors. Institutional investors typically include banks, pension plans, and trust and investment companies.

6


PART I

Below is a table showing the prospectus and shareholder report dates for each fund. The table also lists each fund’s category, which should be used to identify groups of funds that are referenced throughout this SAI.

      

Fund

Fund Category

Fiscal Year End

Annual Report Date

Semiannual Report Date

Prospectus Date

Africa & Middle East

International Equity

Oct 31

Oct 31

Apr 30

March 1

Balanced

Blended

Dec 31

Dec 31

June 30

May 1

Blue Chip Growth

Equity

Dec 31

Dec 31

June 30

May 1

Blue Chip Growth Fund–Advisor Class

Equity

Dec 31

Dec 31

June 30

May 1

Blue Chip Growth Fund–R Class

Equity

Dec 31

Dec 31

June 30

May 1

California Tax-Free Bond

State Tax-Free Bond

Feb 28

Feb 28

Aug 30

July 1

California Tax-Free Money

State Tax-Free Money

Feb 28

Feb 28

Aug 30

July 1

Capital Appreciation

Equity

Dec 31

Dec 31

June 30

May 1

Capital Appreciation Fund–Advisor Class

Equity

Dec 31

Dec 31

June 30

May 1

Capital Opportunity

Equity

Dec 31

Dec 31

June 30

May 1

Capital Opportunity Fund–Advisor Class

Equity

Dec 31

Dec 31

June 30

May 1

Capital Opportunity Fund–R Class

Equity

Dec 31

Dec 31

June 30

May 1

Corporate Income

Taxable Bond

May 31

May 31

Nov 30

Oct 1

Diversified Mid-Cap Growth

Equity

Dec 31

Dec 31

June 30

May 1

Diversified Small-Cap Growth

Equity

Dec 31

Dec 31

June 30

May 1

Dividend Growth

Equity

Dec 31

Dec 31

June 30

May 1

Dividend Growth Fund–Advisor Class

Equity

Dec 31

Dec 31

June 30

May 1

Emerging Europe

International Equity

Oct 31

Oct 31

Apr 30

March 1

Emerging Markets Bond

International Bond

Dec 31

Dec 31

June 30

May 1

Emerging Markets Corporate Bond

International Bond

Dec 31

Dec 31

June 30

May 1

Emerging Markets Corporate Bond–Advisor Class

International Bond

Dec 31

Dec 31

June 30

May 1

Emerging Markets Corporate Multi-Sector Account Portfolio

International Bond

Dec 31

Dec 31

June 30

May 1

Emerging Markets Local Currency Bond

International Bond

Dec 31

Dec 31

June 30

May 1

Emerging Markets Local Currency Bond Fund–Advisor Class

International Bond

Dec 31

Dec 31

June 30

May 1

Emerging Markets Local Multi-Sector Account Portfolio

International Bond

Dec 31

Dec 31

June 30

May 1

Emerging Markets Stock

International Equity

Oct 31

Oct 31

Apr 30

March 1

Equity Income

Equity

Dec 31

Dec 31

June 30

May 1

Equity Income Fund–Advisor Class

Equity

Dec 31

Dec 31

June 30

May 1

Equity Income Fund–R Class

Equity

Dec 31

Dec 31

June 30

May 1

Equity Index 500

Index Equity

Dec 31

Dec 31

June 30

May 1

7


      

Fund

Fund Category

Fiscal Year End

Annual Report Date

Semiannual Report Date

Prospectus Date

European Stock

International Equity

Oct 31

Oct 31

Apr 30

March 1

Extended Equity Market Index

Index Equity

Dec 31

Dec 31

June 30

May 1

Financial Services

Equity

Dec 31

Dec 31

June 30

May 1

Floating Rate

Taxable Bond

May 31

May 31

Nov 30

Oct 1

Floating Rate Fund–Advisor Class

Taxable Bond

May 31

May 31

Nov 30

Oct 1

Floating Rate Multi-Sector Account Portfolio

Taxable Bond

Feb 28

Feb 28

Aug 30

July 1

Georgia Tax-Free Bond

State Tax-Free Bond

Feb 28

Feb 28

Aug 30

July 1

Global Allocation

Blended

Oct 31

Oct 31

Apr 30

March 1

Global Allocation Fund–Advisor Class

Blended

Oct 31

Oct 31

Apr 30

March 1

Global Infrastructure

International Equity

Oct 31

Oct 31

Apr 30

March 1

Global Infrastructure Fund–Advisor Class

International Equity

Oct 31

Oct 31

Apr 30

March 1

Global Large-Cap Stock

International Equity

Oct 31

Oct 31

Apr 30

March 1

Global Large-Cap Stock Fund–Advisor Class

International Equity

Oct 31

Oct 31

Apr 30

March 1

Global Real Estate

Equity

Dec 31

Dec 31

June 30

May 1

Global Real Estate Fund–Advisor Class

Equity

Dec 31

Dec 31

June 30

May 1

Global Stock

International Equity

Oct 31

Oct 31

Apr 30

March 1

Global Stock Fund–Advisor Class

International Equity

Oct 31

Oct 31

Apr 30

March 1

Global Technology

Equity

Dec 31

Dec 31

June 30

May 1

GNMA

Taxable Bond

May 31

May 31

Nov 30

Oct 1

TRP Government Reserve Investment

Taxable Money

May 31

May 31

Nov 30

Oct 1

Growth & Income

Equity

Dec 31

Dec 31

June 30

May 1

Growth Stock

Equity

Dec 31

Dec 31

June 30

May 1

Growth Stock Fund–Advisor Class

Equity

Dec 31

Dec 31

June 30

May 1

Growth Stock Fund–R Class

Equity

Dec 31

Dec 31

June 30

May 1

Health Sciences

Equity

Dec 31

Dec 31

June 30

May 1

High Yield

Taxable Bond

May 31

May 31

Nov 30

Oct 1

High Yield Fund–Advisor Class

Taxable Bond

May 31

May 31

Nov 30

Oct 1

High Yield Multi-Sector Account Portfolio

Taxable Bond

Feb 28

Feb 28

Aug 30

July 1

Inflation Focused Bond

Taxable Bond

May 31

May 31

Nov 30

Oct 1

Inflation Protected Bond

Taxable Bond

May 31

May 31

Nov 30

Oct 1

Institutional Africa & Middle East

International Equity

Oct 31

Oct 31

Apr 30

March 1

Institutional Concentrated International Equity

International Equity

Oct 31

Oct 31

Apr 30

March 1

Institutional Core Plus

Taxable Bond

May 31

May 31

Nov 30

Oct 1

Institutional Core Plus-F Class

Taxable Bond

May 31

May 31

Nov 30

Oct 1

Institutional Emerging Markets Bond

International Bond

Dec 31

Dec 31

June 30

May 1

Institutional Emerging Markets Equity

International Equity

Oct 31

Oct 31

Apr 30

March 1

Institutional Floating Rate

Taxable Bond

May 31

May 31

Nov 30

Oct 1

8


      

Fund

Fund Category

Fiscal Year End

Annual Report Date

Semiannual Report Date

Prospectus Date

Institutional Floating Rate-F Class

Taxable Bond

May 31

May 31

Nov 30

Oct 1

Institutional Global Equity

International Equity

Oct 31

Oct 31

Apr 30

March 1

Institutional Global Large-Cap Equity

International Equity

Oct 31

Oct 31

Apr 30

March 1

Institutional Global Value Equity

International Equity

Oct 31

Oct 31

Apr 30

March 1

Institutional High Yield

Taxable Bond

May 31

May 31

Nov 30

Oct 1

Institutional International Bond

International Bond

Dec 31

Dec 31

June 30

May 1

Institutional International Core Equity

International Equity

Oct 31

Oct 31

Apr 30

March 1

Institutional International Growth Equity

International Equity

Oct 31

Oct 31

Apr 30

March 1

Institutional Large-Cap Core Growth

Equity

Dec 31

Dec 31

June 30

May 1

Institutional Large-Cap Growth

Equity

Dec 31

Dec 31

June 30

May 1

Institutional Large-Cap Value

Equity

Dec 31

Dec 31

June 30

May 1

Institutional Long Duration Credit

Taxable Bond

May 31

May 31

Nov 30

Oct 1

Institutional Mid-Cap Equity Growth

Equity

Dec 31

Dec 31

June 30

May 1

Institutional Small-Cap Stock

Equity

Dec 31

Dec 31

June 30

May 1

Institutional U.S. Structured Research

Equity

Dec 31

Dec 31

June 30

May 1

International Bond

International Bond

Dec 31

Dec 31

June 30

May 1

International Bond Fund–Advisor Class

International Bond

Dec 31

Dec 31

June 30

May 1

International Discovery

International Equity

Oct 31

Oct 31

Apr 30

March 1

International Equity Index

International Equity

Oct 31

Oct 31

Apr 30

March 1

International Growth & Income

International Equity

Oct 31

Oct 31

Apr 30

March 1

International Growth & Income Fund–Advisor Class

International Equity

Oct 31

Oct 31

Apr 30

March 1

International Growth & Income Fund–R Class

International Equity

Oct 31

Oct 31

Apr 30

March 1

International Stock

International Equity

Oct 31

Oct 31

Apr 30

March 1

International Stock Fund–Advisor Class

International Equity

Oct 31

Oct 31

Apr 30

March 1

International Stock Fund–R Class

International Equity

Oct 31

Oct 31

Apr 30

March 1

Investment-Grade Corporate Multi-Sector Account Portfolio

Taxable Bond

Feb 28

Feb 28

Aug 30

July 1

Japan

International Equity

Oct 31

Oct 31

Apr 30

March 1

Latin America

International Equity

Oct 31

Oct 31

Apr 30

March 1

Maryland Short-Term Tax-Free Bond

State Tax-Free Bond

Feb 28

Feb 28

Aug 30

July 1

Maryland Tax-Free Bond

State Tax-Free Bond

Feb 28

Feb 28

Aug 30

July 1

Maryland Tax-Free Money

State Tax-Free Money

Feb 28

Feb 28

Aug 30

July 1

Media & Telecommunications

Equity

Dec 31

Dec 31

June 30

May 1

9


      

Fund

Fund Category

Fiscal Year End

Annual Report Date

Semiannual Report Date

Prospectus Date

Mid-Cap Growth

Equity

Dec 31

Dec 31

June 30

May 1

Mid-Cap Growth Fund–Advisor Class

Equity

Dec 31

Dec 31

June 30

May 1

Mid-Cap Growth Fund–R Class

Equity

Dec 31

Dec 31

June 30

May 1

Mid-Cap Value

Equity

Dec 31

Dec 31

June 30

May 1

Mid-Cap Value Fund–Advisor Class

Equity

Dec 31

Dec 31

June 30

May 1

Mid-Cap Value Fund–R Class

Equity

Dec 31

Dec 31

June 30

May 1

Mortgage-Backed Securities Multi-Sector Account Portfolio

Taxable Bond

Feb 28

Feb 28

Aug 30

July 1

New America Growth

Equity

Dec 31

Dec 31

June 30

May 1

New America Growth Fund–Advisor Class

Equity

Dec 31

Dec 31

June 30

May 1

New Asia

International Equity

Oct 31

Oct 31

Apr 30

March 1

New Era

Equity

Dec 31

Dec 31

June 30

May 1

New Horizons

Equity

Dec 31

Dec 31

June 30

May 1

New Income

Taxable Bond

May 31

May 31

Nov 30

Oct 1

New Income Fund–Advisor Class

Taxable Bond

May 31

May 31

Nov 30

Oct 1

New Income Fund–R Class

Taxable Bond

May 31

May 31

Nov 30

Oct 1

New Jersey Tax-Free Bond

State Tax-Free Bond

Feb 28

Feb 28

Aug 30

July 1

New York Tax-Free Bond

State Tax-Free Bond

Feb 28

Feb 28

Aug 30

July 1

New York Tax-Free Money

State Tax-Free Money

Feb 28

Feb 28

Aug 30

July 1

Overseas Stock

International Equity

Oct 31

Oct 31

Apr 30

March 1

Personal Strategy Balanced

Blended

May 31

May 31

Nov 30

Oct 1

Personal Strategy Growth

Blended

May 31

May 31

Nov 30

Oct 1

Personal Strategy Income

Blended

May 31

May 31

Nov 30

Oct 1

Prime Reserve

Taxable Money

May 31

May 31

Nov 30

Oct 1

Real Assets Fund

Equity

Dec 31

Dec 31

June 30

May 1

Real Estate

Equity

Dec 31

Dec 31

June 30

May 1

Real Estate Fund–Advisor Class

Equity

Dec 31

Dec 31

June 30

May 1

TRP Reserve Investment

Taxable Money

May 31

May 31

Nov 30

Oct 1

Retirement 2005

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Retirement 2005 Fund–Advisor Class

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Retirement 2005 Fund–R Class

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Retirement 2010

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Retirement 2010 Fund–Advisor Class

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Retirement 2010 Fund–R Class

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Retirement 2015

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Retirement 2015 Fund–Advisor Class

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Retirement 2015 Fund–R Class

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Retirement 2020

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

10


      

Fund

Fund Category

Fiscal Year End

Annual Report Date

Semiannual Report Date

Prospectus Date

Retirement 2020 Fund–Advisor Class

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Retirement 2020 Fund–R Class

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Retirement 2025

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Retirement 2025 Fund–Advisor Class

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Retirement 2025 Fund–R Class

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Retirement 2030

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Retirement 2030 Fund–Advisor Class

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Retirement 2030 Fund–R Class

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Retirement 2035

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Retirement 2035 Fund–Advisor Class

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Retirement 2035 Fund–R Class

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Retirement 2040

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Retirement 2040 Fund–Advisor Class

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Retirement 2040 Fund–R Class

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Retirement 2045

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Retirement 2045 Fund–Advisor Class

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Retirement 2045 Fund–R Class

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Retirement 2050

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Retirement 2050 Fund–Advisor Class

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Retirement 2050 Fund–R Class

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Retirement 2055

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Retirement 2055 Fund–Advisor Class

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Retirement 2055 Fund–R Class

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Retirement Income

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Retirement Income Fund–Advisor Class

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Retirement Income Fund–R Class

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Science & Technology

Equity

Dec 31

Dec 31

June 30

May 1

Science & Technology Fund–Advisor Class

Equity

Dec 31

Dec 31

June 30

May 1

Short-Term Bond

Taxable Bond

May 31

May 31

Nov 30

Oct 1

Short-Term Bond Fund–Advisor Class

Taxable Bond

May 31

May 31

Nov 30

Oct 1

Short-Term Government Reserve

Taxable Bond

May 31

May 31

Nov 30

Oct 1

Short-Term Reserve

Taxable Bond

May 31

May 31

Nov 30

Oct 1

Small-Cap Stock

Equity

Dec 31

Dec 31

June 30

May 1

11


      

Fund

Fund Category

Fiscal Year End

Annual Report Date

Semiannual Report Date

Prospectus Date

Small-Cap Stock Fund–Advisor Class

Equity

Dec 31

Dec 31

June 30

May 1

Small-Cap Value

Equity

Dec 31

Dec 31

June 30

May 1

Small-Cap Value Fund–Advisor Class

Equity

Dec 31

Dec 31

June 30

May 1

Spectrum Growth

Fund-of-Funds

Dec 31

Dec 31

June 30

May 1

Spectrum Income

Fund-of-Funds

Dec 31

Dec 31

June 30

May 1

Spectrum International

Fund-of-Funds

Dec 31

Dec 31

June 30

May 1

Strategic Income

Taxable Bond

May 31

May 31

Nov 30

Oct 1

Strategic Income Fund–Advisor Class

Taxable Bond

May 31

May 31

Nov 30

Oct 1

Summit Cash Reserves

Taxable Money

Oct 31

Oct 31

Apr 30

March 1

Summit GNMA

Taxable Bond

Oct 31

Oct 31

Apr 30

March 1

Summit Municipal Income

Tax-Free Bond

Oct 31

Oct 31

Apr 30

March 1

Summit Municipal Income–Advisor Class

Tax-Free Bond

Oct 31

Oct 31

Apr 30

March 1

Summit Municipal Intermediate

Tax-Free Bond

Oct 31

Oct 31

Apr 30

March 1

Summit Municipal Intermediate–Advisor Class

Tax-Free Bond

Oct 31

Oct 31

Apr 30

March 1

Summit Municipal Money Market

Tax-Free Money

Oct 31

Oct 31

Apr 30

March 1

Target Retirement 2005

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Target Retirement 2005 Fund–Advisor Class

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Target Retirement 2010

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Target Retirement 2010 Fund–Advisor Class

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Target Retirement 2015

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Target Retirement 2015 Fund–Advisor Class

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Target Retirement 2020

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Target Retirement 2020 Fund–Advisor Class

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Target Retirement 2025

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Target Retirement 2025 Fund–Advisor Class

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Target Retirement 2030

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Target Retirement 2030 Fund–Advisor Class

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Target Retirement 2035

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Target Retirement 2035 Fund–Advisor Class

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Target Retirement 2040

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Target Retirement 2040 Fund–Advisor Class

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Target Retirement 2045

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Target Retirement 2045 Fund–Advisor Class

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Target Retirement 2050

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Target Retirement 2050 Fund–Advisor Class

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Target Retirement 2055

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

12


      

Fund

Fund Category

Fiscal Year End

Annual Report Date

Semiannual Report Date

Prospectus Date

Target Retirement 2055 Fund–Advisor Class

Fund-of-Funds

May 31

May 31

Nov 30

Oct 1

Tax-Efficient Equity

Equity

Feb 28

Feb 28

Aug 30

July 1

Tax-Exempt Money

Tax-Free Money

Feb 28

Feb 28

Aug 30

July 1

Tax-Free High Yield

Tax-Free Bond

Feb 28

Feb 28

Aug 30

July 1

Tax-Free High Yield–Advisor Class

Tax-Free Bond

Feb 28

Feb 28

Aug 30

July 1

Tax-Free Income

Tax-Free Bond

Feb 28

Feb 28

Aug 30

July 1

Tax-Free Income Fund–Advisor Class

Tax Free Bond

Feb 28

Feb 28

Aug 30

July 1

Tax-Free Short-Intermediate

Tax-Free Bond

Feb 28

Feb 28

Aug 30

July 1

Tax-Free Short-Intermediate–Advisor Class

Tax-Free Bond

Feb 28

Feb 28

Aug 30

July 1

Tax-Free Ultra Short-Term Bond

Tax-Free Bond

Feb 28

Feb 28

Aug 30

July 1

Total Equity Market Index

Index Equity

Dec 31

Dec 31

June 30

May 1

U.S. Bond Enhanced Index

Index Bond

Oct 31

Oct 31

Apr 30

March 1

U.S. Large-Cap Core

Equity

Dec 31

Dec 31

June 30

May 1

U.S. Large-Cap Core Fund–Advisor Class

Equity

Dec 31

Dec 31

June 30

May 1

U.S. Treasury Intermediate

Taxable Bond

May 31

May 31

Nov 30

Oct 1

U.S. Treasury Long-Term

Taxable Bond

May 31

May 31

Nov 30

Oct 1

U.S. Treasury Money

Taxable Money

May 31

May 31

Nov 30

Oct 1

Ultra Short-Term Bond

Taxable Bond

May 31

May 31

Nov 30

Oct 1

Value

Equity

Dec 31

Dec 31

June 30

May 1

Value Fund–Advisor Class

Equity

Dec 31

Dec 31

June 30

May 1

Virginia Tax-Free Bond

State Tax-Free Bond

Feb 28

Feb 28

Aug 30

July 1

MANAGEMENT OF THE FUNDS

The officers and directors (the term “director” is used to refer to directors or trustees, as applicable) of the Price Funds are listed below. Unless otherwise noted, the address of each is 100 East Pratt Street, Baltimore, Maryland 21202.

Each fund is overseen by a Board of Directors/Trustees (“Board”) that meets regularly to review a wide variety of matters affecting the funds, including performance, investment programs, compliance matters, advisory fees and expenses, service providers, and other business affairs. The Boards elect the funds’ officers and are responsible for performing various duties imposed on them by the 1940 Act, the laws of Maryland or Massachusetts, and other applicable laws. At least 75% of the Board’s members are independent of T. Rowe Price and its affiliates. Each of the independent directors currently serves on the Board of each Price Fund. The directors who are also employees or officers of T. Rowe Price are referred to as inside or interested directors. Each inside director and officer (except as indicated) has been an employee of T. Rowe Price or its affiliates for five or more years. Each Board currently has three standing committees, a Committee of Independent Directors, a Joint Audit Committee, and an Executive Committee, each as described in the following paragraphs.

Edward C. Bernard, an inside director, is the Chairman of the Board of each fund. The independent directors of each fund have designated a Lead Independent Director, who functions as a liaison between the Chairman of the Board and the other independent directors. The Lead Independent Director presides at all executive sessions of the independent directors, reviews and provides input on Board meeting agendas and materials, and typically represents the independent directors in discussions with T. Rowe Price management.

13


Anthony W. Deering currently serves as Lead Independent Director. Each fund’s Board has determined that its leadership and committee structure is appropriate because the Board believes that it sets the proper tone for the relationship between the fund, on the one hand, and T. Rowe Price or its affiliates and the fund’s other principal service providers, on the other, and facilitates the exercise of the Board’s independent judgment in evaluating and managing the relationships. In addition, the structure efficiently allocates responsibility among committees and the full Board.

Like other mutual funds, the funds are subject to risks, including investment, compliance, operational and valuation risks, among others. The Board oversees risk as part of its oversight of the funds. Risk oversight is addressed as part of various Board and committee activities. The Board, directly or through its committees, interacts with and reviews reports from, among others, the investment adviser or its affiliates, the funds’ Chief Compliance Officer, the funds’ independent registered public accounting firm, legal counsel, and internal auditors for T. Rowe Price or its affiliates, as appropriate, regarding risks faced by the funds and the risk management programs of the investment adviser and certain other service providers. Also, the Joint Audit Committee receives periodic reports from members of the advisers’ Risk Management Oversight Committee on the significant risks inherent to the advisers’ business, including aggregate investment risks, reputational risk, business continuity risk, and operational risk. The actual day-to-day risk management functions with respect to the funds are subsumed within the responsibilities of the investment advisers and other service providers (depending on the nature of the risk), who carry out the funds’ investment management and business affairs. Although the risk management policies of T. Rowe Price, and its affiliates and the funds’ other service providers are reasonably designed to be effective, those policies and their implementation vary among service providers over time, and there is no guarantee that they will be effective. Not all risks that may affect the funds can be identified. Processes and controls developed may not eliminate or mitigate the occurrence or effects of all risks, and some risks may be simply beyond any control of the funds, T. Rowe Price or its affiliates or other service providers.

The Committee of Independent Directors, which consists of all of the independent directors of the funds, is responsible for selecting candidates for election as independent directors to fill vacancies on each fund’s Board. The committee will consider written recommendations from shareholders for possible nominees. Shareholders should submit their recommendations to the secretary of the funds. The committee held five formal meetings in 2012. The committee is chaired by the Lead Independent Director.

The Joint Audit Committee is composed of Anthony W. Deering, Robert J. Gerrard, Jr., John G. Schreiber, and Mark R. Tercek, each of whom is an independent director. Mark R. Tercek currently serves as chairman of the Joint Audit Committee. The Joint Audit Committee oversees the pricing processes for the Price Funds and holds two regular meetings during each fiscal year, at which time it meets with the independent registered public accounting firm of the Price Funds to review: (1) the services provided; (2) the findings of the most recent audits; (3) management’s response to the findings of the most recent audits; (4) the scope of the audits to be performed; (5) the accountants’ fees; and (6) any accounting questions relating to particular areas of the Price Funds’ operations or the operations of parties dealing with the Price Funds, as circumstances indicate. The Joint Audit Committee met three times in 2012.

The funds’ Executive Committee, consisting of the funds’ interested director(s), has been authorized by its respective Board to exercise all powers of the Boards to manage the funds in the intervals between meetings of the Boards, except the powers prohibited by statute from being delegated. All actions of the Executive Committee must be approved in advance by one independent director and reviewed after the fact by the full Board. The Executive Committee for each fund does not hold regularly scheduled meetings. The Executive Committee did not need to take any action on behalf of any funds during 2012.

In addition to the Boards and the three standing committees, the directors have established an Advisory Board with respect to the domestic fixed income Price Funds. The Advisory Board is composed of Robert J. Gerrard, Jr. and Cecilia E. Rouse. Advisory Board members serve in a consultative capacity to the Board of each of the domestic fixed income Price Funds and, in doing so, participate in Board discussions and review Board materials relating to the domestic fixed income Price Funds. However, Advisory Board members are not eligible to vote on any matter presented to the Boards of the domestic fixed income Price Funds and have no power to act on behalf of or bind the Board or any committee of the Board.

14


Each Board has concluded that, based on each director’s experience, qualifications, attributes or skills on an individual basis and in combination with those of the other directors, each director should serve on the Board. Attributes common to all directors include their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the various service providers to the funds, and to exercise reasonable business judgment in the performance of their duties as directors. In addition, the Board has taken into account the actual service and commitment of the directors during their tenure in concluding that each should continue to serve. A director’s ability to perform his or her duties effectively may have been attained through his or her educational background or professional training; business, consulting, public service or academic positions; experience from service as a director of the Price Funds, public companies, or non-profit entities or other organizations; or other experiences. Set forth below is a brief discussion of the specific experience, qualifications, attributes, or skills of each director that led the Board to conclude that he or she should serve as a director.

Messrs. Deering, Dick and Schreiber have each served as a director of the Price Funds for more than 20 years, and Mr. Rodgers and Ms. Horn have each served as a director of the Price Funds for more than 7 years, including in each case as members and/or Chairs of Board committees. Mr. Tercek has been a director of the Price Funds since 2009. He has approximately 25 years of experience in the financial services industry and has been the chief executive officer of a non-profit entity since 2008. Dr. Brody has been a director of the Price Funds since 2009. He has substantial experience in the public health and research fields, as well as academia, and brings a diverse perspective to the Boards. Mr. Gerrard and Dr. Rouse became directors of the Price Funds (other than the domestic fixed income Price Funds) in May 2012, and each brings additional diverse perspectives to the Boards. Mr. Gerrard has substantial experience in the industries relating to communications and interactive data services, and Dr. Rouse has extensive experience in the fields of education and economic research and has served as a director of certain non-profit entities. In addition, specific experience and qualifications of the independent directors with respect to their occupations and directorships of public companies and other investment companies are set forth in the following table.

Independent Directors(a)

   

Name, Year of Birth, and Number
of Portfolios in Fund Complex
Overseen by Director

Principal Occupation(s)
During Past 5 Years

Directorships
of Public Companies and Other Investment Companies During Past 5 Years

William R. Brody

1944

155 portfolios

President and Trustee, Salk Institute for Biological Studies (2009 to present); President and Trustee, Johns Hopkins University (1996 to 2009); Chairman of Executive Committee and Trustee, John Hopkins Health System (1996 to 2009)

Novartis, Inc. (2009 to present); IBM (2007 to present)

Anthony W. Deering

1945

155 portfolios

Chairman, Exeter Capital, LLC, a private investment firm (2004 to present); Director and Member of the Advisory Board, Deutsche Bank North America (2004 to present)

Under Armour (2008 to present); Vornado Real Estate Investment Trust (2004 to 2012); Deutsche Bank North America (2004 to present)

Donald W. Dick, Jr.

1943

155 portfolios

Principal, EuroCapital Partners, LLC, an acquisition and management advisory firm (1995 to present)

None

Robert J. Gerrard, Jr.

1952

102 portfolios

Chairman of Compensation Committee, Syniverse Holdings, Inc. (2008 to 2011); Executive Vice President and General Counsel, Scripps Networks, LLC (1997 to 2009); and Advisory Board member, Pipeline Crisis/Winning Strategies (1997 to present)

Syniverse Holdings, Inc. (2008 to 2011)

15


   

Name, Year of Birth, and Number
of Portfolios in Fund Complex
Overseen by Director

Principal Occupation(s)
During Past 5 Years

Directorships
of Public Companies and Other Investment Companies During Past 5 Years

Karen N. Horn

1943

155 portfolios

Senior Managing Director, Brock Capital Group, an advisory and investment banking firm (2004 to present)

Eli Lilly and Company (1987 to present); Simon Property Group (2004 to present); Norfolk Southern (2008 to present); Fannie Mae (2006 to 2008)

Theo C. Rodgers

1941

155 portfolios

President, A&R Development Corporation (1977 to present)

None

Cecilia E. Rouse

1963

102 portfolios

Dean, Woodrow Wilson School (2012 to present); Professor and Researcher, Princeton University (1992 to present); Director, MDRC (2011 to present); Member of National Academy of Education (2010 to present); Research Associate, National Bureau of Economic Research’s Labor Studies Program (1998 to 2009 and 2011 to present); Member of President’s Council of Economic Advisers (2009 to 2011); Member of The MacArthur Foundation Network on the Transition to Adulthood and Public Policy (2000 to 2008); Member of National Advisory Committee for the Robert Wood Johnson Foundation’s Scholars in Health Policy Research Program (2008); Member of and Director, National Economic Association (2006 to 2008); Member of Association of Public Policy Analysis and Management Policy Council (2006 to 2008); Member of Hamilton Project’s Advisory Board at The Brookings Institute (2006 to 2008); and Chair of Committee on the Status of Minority Groups in the Economic Profession, American Economic Association (2006 to 2008) and (2012 to present)

None

John G. Schreiber

1946

155 portfolios

Owner/President, Centaur Capital Partners, Inc., a real estate investment company (1991 to present); Cofounder and Partner, Blackstone Real Estate Advisors, L.P. (1992 to present); Director, Capital Trust, Inc., a real estate investment company (2012 to present)

General Growth Properties, Inc. (2010 to present)

Mark R. Tercek

1957

155 portfolios

President and Chief Executive Officer, The Nature Conservancy (2008 to present); Managing Director, The Goldman Sachs Group, Inc. (1984 to 2008)

None

(a) All information about the directors was current as of December 31, 2012, except for the number of portfolios, which is current as of the date of this SAI.

Inside Directors(a)

The following persons are considered interested persons of the funds because they also serve as officers of the funds and T. Rowe Price or its affiliates. No more than two inside directors serve as directors of any fund.

16


The Board invites nominations from each fund’s investment adviser for persons to serve as interested directors, and the Board reviews and approves these nominations. Each of the current interested directors is a senior executive officer of T. Rowe Price and T. Rowe Price Group, Inc., as well as certain of their affiliates. Mr. Bernard has served as a director of all Price Funds and has been Chairman of the Board for all Price Funds since 2006. Mr. Gitlin became a director of certain Price Funds in 2010, and Mr. Rogers has served as director of certain Price Funds since 2006, in each case serving as a member of the Executive Committee. In addition, specific experience and qualifications of the interested directors with respect to their occupations and directorships of public companies and other investment companies are set forth in the following table.

   

Name, Year of Birth, and Number
of Portfolios in Fund Complex
Overseen by Director

Principal Occupation(s)
During Past 5 Years

Directorships
of Public Companies

Edward C. Bernard

1956

155 portfolios

Director and Vice President, T. Rowe Price; Vice Chairman of the Board, Director, and Vice President, T. Rowe Price Group, Inc.; Chairman of the Board, Director, and President, T. Rowe Price Investment Services, Inc.; Chairman of the Board and Director, T. Rowe Price Retirement Plan Services, Inc., T. Rowe Price Savings Bank, and T. Rowe Price Services, Inc.; Chairman of the Board, Chief Executive Officer, and Director, T. Rowe Price International; Chairman of the Board, Chief Executive Officer, Director, and President, T. Rowe Price Trust Company

Chairman of the Board, all funds

None

Michael C. Gitlin

1970

51 portfolios

Vice President, Price Hong Kong, Price Singapore, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price International

President, Multi-Sector Account Portfolios

None

Brian C. Rogers; CFA, CIC

1955

87 portfolios

Chief Investment Officer, Director, and Vice President, T. Rowe Price; Chairman of the Board, Chief Investment Officer, Director, and Vice President, T. Rowe Price Group, Inc.; Vice President, T. Rowe Price Trust Company

President, Equity Income Fund and Institutional Equity Funds; Vice President, Personal Strategy Funds, Retirement Funds, Spectrum Funds, and Value Fund

None

(a) All information about the directors was current as of December 31, 2012, except for the number of portfolios, which is current as of the date of this SAI.

Funds-of-Funds Arrangements

The Board is responsible for overseeing the business and affairs of the Funds-of-Funds, which consists of the following: Spectrum Growth Fund, Spectrum Income, and Spectrum International Fund (collectively the “Spectrum Funds”); Retirement 2005 Fund, Retirement 2010 Fund, Retirement 2015 Fund, Retirement 2020 Fund, Retirement 2025 Fund, Retirement 2030 Fund, Retirement 2035 Fund, Retirement 2040 Fund, Retirement 2045 Fund, Retirement 2050 Fund, Retirement 2055 Fund, and Retirement Income Fund (collectively the “RDFs”); and Target Retirement 2005 Fund, Target Retirement 2010 Fund, Target Retirement 2015 Fund, Target Retirement 2020 Fund, Target Retirement 2025 Fund, Target Retirement 2030 Fund, Target Retirement 2035 Fund, Target Retirement 2040 Fund, Target Retirement 2045 Fund, Target Retirement 2050 Fund, and Retirement 2055 Fund (collectively the “TRFs”). The Spectrum Funds, RDFs, and TRFs are referred to collectively as “Funds-of-Funds” and each fund individually a “Fund-of-Fund,” and where

17


the policies that apply to both the RDFs and TRFs are identical, the RDFs and TRFs will be referred to collectively as “Retirement Funds.”

In exercising their responsibilities, the Boards, among other things, will refer to the policies, conditions, and guidelines included in an Exemptive Order (and accompanying Notice and Order) originally granted by the SEC in connection with the creation and operation of the Spectrum Funds. The RDFs and TRFs rely on this same Exemptive Order because the order was designed to cover any Fund-of-Funds arrangements that operate in a similar manner to the Spectrum Funds.

In connection with the Exemptive Order, the various Price Funds in which the Funds-of-Funds invest (collectively, the “underlying Price Funds”) have entered into Special Servicing Agreements with T. Rowe Price and each respective Spectrum Fund, RDF, and/or TRF in which they invest. The Special Servicing Agreements provide that each underlying Price Fund in which a Fund-of- Funds invests will bear its proportionate share of the expenses of that Fund-of-Funds if, and to the extent that, the underlying Price Fund’s savings from the operation of the Fund-of-Funds exceed these expenses. T. Rowe Price has agreed to bear any expenses of each Fund-of-Fund that exceed the estimated savings to each of the underlying Price Funds. As a result, the Funds-of-Funds do not pay an investment management fee and will effectively pay no operating expenses at the Fund-of-Fund level, although shareholders of the Funds-of-Funds will still indirectly bear their proportionate share of the expenses of each underlying Price Fund in which the Fund-of-Funds invests.

A majority of the directors of the Funds-of-Funds are independent of T. Rowe Price and its affiliates. However, the directors and officers of the Funds-of-Funds and certain directors and officers of T. Rowe Price and its affiliates also serve in similar positions with most of the underlying Price Funds. Thus, if the interests of the Funds-of-Funds and the underlying Price Funds were ever to become divergent, it is possible that a conflict of interest could arise and affect how this latter group of persons fulfill their fiduciary duties to the Funds-of-Funds and the underlying Price Funds. The directors of Funds-of-Funds believe they have structured the Funds-of-Funds to avoid these concerns. However, a situation could conceivably occur where proper action for the Funds-of-Funds could be adverse to the interests of an underlying Price Fund, or the reverse could occur. If such a possibility arises, the directors and officers of the affected funds and the directors and officers of T. Rowe Price will carefully analyze the situation and take all steps they believe reasonable to minimize and, where possible, eliminate the potential conflict.

Term of Office and Length of Time Served

The directors serve until retirement, resignation, or election of a successor. The following table shows the year from which each director has served on each fund’s Board (or that of the corporation or trust of which the fund is a part).

           
  

Independent Directors

Fund/Corporation/Trust

Number of portfolios

Brody

Deering

Dick

Gerrard

Horn

Rodgers

Rouse

Schreiber

Tercek

Balanced

1

2009

2001

1991

2012

2003

2005

2012

2001

2009

Blue Chip Growth

1

2009

2001

1993

2012

2003

2005

2012

2001

2009

California Tax-Free Income Trust

2

2009

1986

2001

2003

2005

1992

2009

Capital Appreciation

1

2009

2001

1986

2012

2003

2005

2012

2001

2009

Capital Opportunity

1

2009

2001

1994

2012

2003

2005

2012

2001

2009

Corporate Income

1

2009

1995

2001

2003

2005

1995

2009

Diversified Mid-Cap Growth

1

2009

2003

2003

2012

2003

2005

2012

2003

2009

Diversified Small-Cap Growth

1

2009

2001

1997

2012

2003

2005

2012

2001

2009

Dividend Growth

1

2009

2001

1992

2012

2003

2005

2012

2001

2009

18


           
  

Independent Directors

Fund/Corporation/Trust

Number of portfolios

Brody

Deering

Dick

Gerrard

Horn

Rodgers

Rouse

Schreiber

Tercek

Equity Income

1

2009

2001

1994

2012

2003

2005

2012

2001

2009

Financial Services

1

2009

2001

1996

2012

2003

2005

2012

2001

2009

Floating Rate

1

2011

2011

2011

2011

2011

2011

2011

Global Allocation

1

2013

2013

2013

2013

2013

2013

2013

2013

2013

Global Real Estate

1

2009

2008

2008

2012

2008

2008

2012

2008

2009

Global Technology

1

2009

2001

2000

2012

2003

2005

2012

2001

2009

GNMA

1

2009

1985

2001

2003

2005

1992

2009

Growth & Income

1

2009

2001

1982

2012

2003

2005

2012

2001

2009

Growth Stock

1

2009

2001

1980

2012

2003

2005

2012

2001

2009

Health Sciences

1

2009

2001

1995

2012

2003

2005

2012

2001

2009

High Yield

1

2009

1984

2001

2003

2005

1992

2009

Index Trust

3

2009

2001

1994

2012

2003

2005

2012

2001

2009

Inflation Focused Bond

1

2009

2006

2006

2006

2006

2006

2009

Inflation Protected Bond

1

2009

2002

2002

2003

2005

2002

2009

Institutional Equity

6

2009

2001

1996

2012

2003

2005

2012

2001

2009

Institutional Income

4

2009

2002

2002

2003

2005

2002

2009

Institutional International

10

2009

1991

1989

2012

2003

2006

2012

2001

2009

International

18

2009

1991

1988

2012

2003

2006

2012

2001

2009

International Index

1

2009

2000

2000

2012

2003

2006

2012

2001

2009

Media & Telecommunications

1

2009

2001

1997

2012

2003

2005

2012

2001

2009

Mid-Cap Growth

1

2009

2001

1992

2012

2003

2005

2012

2001

2009

Mid-Cap Value

1

2009

2001

1996

2012

2003

2005

2012

2001

2009

Multi-Sector Account Portfolios

6

2012

2012

2012

2012

2012

2012

2012

New America Growth

1

2009

2001

1985

2012

2003

2005

2012

2001

2009

New Era

1

2009

2001

1994

2012

2003

2005

2012

2001

2009

New Horizons

1

2009

2001

1994

2012

2003

2005

2012

2001

2009

New Income

1

2009

1980

2001

2003

2005

1992

2009

Personal Strategy

3

2009

2001

1994

2012

2003

2005

2012

2001

2009

Prime Reserve

1

2009

1979

2001

2003

2005

1992

2009

Real Assets

1

2010

2010

2010

2012

2010

2010

2012

2010

2010

Real Estate

1

2009

2001

1997

2012

2003

2005

2012

2001

2009

TRP Reserve Investment

4

2009

1997

2001

2003

2005

1997

2009

Retirement

23

2009

2002

2002

2012

2003

2005

2012

2002

2009

Science & Technology

1

2009

2001

1994

2012

2003

2005

2012

2001

2009

Short-Term Bond

2

2009

1983

2001

2003

2005

1992

2009

Small-Cap Stock

1

2009

2001

1992

2012

2003

2005

2012

2001

2009

Small-Cap Value

1

2009

2001

1994

2012

2003

2005

2012

2001

2009

Spectrum

3

2009

2001

1999

2012

2003

2005

2012

2001

2009

19


           
  

Independent Directors

Fund/Corporation/Trust

Number of portfolios

Brody

Deering

Dick

Gerrard

Horn

Rodgers

Rouse

Schreiber

Tercek

State Tax-Free Income Trust

8

2009

1986

2001

2003

2005

1992

2009

Strategic Income

1

2009

2008

2008

2008

2008

2008

2009

Summit

2

2009

1993

2001

2003

2005

1993

2009

Summit Municipal

3

2009

1993

2001

2003

2005

2012

1993

2009

Tax-Efficient

1

2009

2001

1997

2012

2003

2005

2012

2001

2009

Tax-Exempt Money

1

2009

1983

2001

2003

2005

1992

2009

Tax-Free High Yield

1

2009

1984

2001

2003

2005

1992

2009

Tax-Free Income

1

2009

1983

2001

2003

2005

1992

2009

Tax-Free Short-Intermediate

2

2009

1983

2001

2003

2005

1992

2009

U.S. Bond Enhanced Index

1

2009

2000

2001

2003

2005

2000

2009

U.S. Large-Cap Core

1

2009

2009

2009

2012

2009

2009

2012

2009

2009

U.S. Treasury

3

2009

1989

2001

2003

2005

1992

2009

Value

1

2009

2001

1994

2012

2003

2005

2012

2001

2009

     
  

Inside Directors

Fund/Corporation/Trust

Number of portfolios

Bernard

Gitlin

Rogers

Balanced

1

2006

2006

Blue Chip Growth

1

2006

2006

California Tax-Free Income Trust

2

2006

2010

Capital Appreciation

1

2006

2006

Capital Opportunity

1

2006

Corporate Income

1

2006

2010

Diversified Mid-Cap Growth

1

2006

Diversified Small-Cap Growth

1

2006

Dividend Growth

1

2006

2006

Equity Income

1

2006

2006

Financial Services

1

2006

2006

Floating Rate

1

2011

2011

Global Allocation

1

2013

2013

Global Real Estate

1

2008

2008

Global Technology

1

2006

2006

GNMA

1

2006

2010

Growth & Income

1

2006

2006

Growth Stock

1

2006

2006

Health Sciences

1

2006

High Yield

1

2006

2010

20


     

Index Trust

3

2006

2006

Inflation Focused Bond

1

2006

2010

Inflation Protected Bond

1

2006

2010

Institutional Equity

6

2006

2006

Institutional Income

4

2006

2010

Institutional International

10

2006

2006

International

18

2006

2006

International Index

1

2006

2006

Media & Telecommunications

1

2006

2006

Mid-Cap Growth

1

2006

2006

Mid-Cap Value

1

2006

2006

Multi-Sector Account Portfolios

6

2012

2012

New America Growth

1

2006

New Era

1

2006

2006

New Horizons

1

2006

New Income

1

2006

2010

Personal Strategy

3

2006

2006

Prime Reserve

1

2006

2010

Real Assets

1

2010

2010

Real Estate

1

2006

2006

TRP Reserve Investment

4

2006

2010

Retirement

23

2006

2006

Science & Technology

1

2006

Short-Term Bond

2

2006

2010

Small-Cap Stock

1

2006

Small-Cap Value

1

2006

Spectrum

3

2006

2006

State Tax-Free Income Trust

8

2006

2010

Strategic Income

1

2008

2010

Summit

2

2006

2010

Summit Municipal

3

2006

2010

Tax-Efficient

1

2006

2006

Tax-Exempt Money

1

2006

2010

Tax-Free High Yield

1

2006

2010

Tax-Free Income

1

2006

2010

Tax-Free Short-Intermediate

2

2006

2010

U.S. Bond Enhanced Index

1

2006

2010

U.S. Large-Cap Core

1

2009

2009

U.S. Treasury

3

2006

2010

Value

1

2006

2006

21


Officers

   

Fund

Name

Position Held
With Fund

All funds

Roger L. Fiery III

Gregory S. Golczewski

David Oestreicher

Deborah D. Seidel

Julie L. Waples

Gregory K. Hinkle

Patricia B. Lippert

John R. Gilner

Vice President

Vice President

Vice President

Vice President

Vice President

Treasurer

Secretary

Chief Compliance Officer

   

Fund

Name

Position Held
With Fund

Balanced

Charles M. Shriver

E. Frederick Bair

Kimberly E. DeDominicis

Anna M. Dopkin

Mark S. Finn

Paul A. Karpers

Robert M. Larkins

Wyatt A. Lee

Raymond A. Mills

Larry J. Puglia

Guido F. Stubenrauch

Richard T. Whitney

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Blue Chip Growth

Larry J. Puglia

Ziad Bakri

P. Robert Bartolo

Peter J. Bates

Ryan N. Burgess

Jonathan Chou

Shawn T. Driscoll

Paul D. Greene II

Thomas J. Huber

Michael M. Lasota

George A. Marzano

Timothy E. Parker

Amit Seth

Robert W. Sharps

Taymour R. Tamaddon

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

22


   

Fund

Name

Position Held
With Fund

California Tax-Free Income Trust

 California Tax-Free Bond

 California Tax-Free Money

Hugh D. McGuirk

Joseph K. Lynagh

Konstantine B. Mallas

Austin Applegate

Steven G. Brooks

M. Helena Condez

G. Richard Dent

Charles E. Emrich

Jared S. Franz

Alan D. Levenson

Linda A. Murphy

Alexander S. Obaza

Douglas D. Spratley

Timothy G. Taylor

Edward A. Wiese

Michael K. Sewell

Chen Shao

(For remaining officers, refer to the “All funds” table)

President

Executive Vice President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Assistant Vice President

Assistant Vice President

Capital Appreciation

David R. Giroux

Ryan N. Burgess

Mark S. Finn

Paul D. Greene II

Nina P. Jones

Vidya Kadiyam

Steven D. Krichbaum

John D. Linehan

Paul M. Massaro

Heather K. McPherson

Sudhir Nanda

Robert T. Quinn, Jr.

Farris G. Shuggi

Gabriel Solomon

William J. Stromberg

Taymour R. Tamaddon

Susan G. Troll

Eric L. Veiel

Tamara P. Wiggs

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Capital Opportunity

Anna M. Dopkin

Kennard W. Allen

Peter J. Bates

Christopher W. Carlson

Ann M. Holcomb

Jennifer Martin

Timothy E. Parker

Charles G. Pepin

Jason B. Polun

Robert T. Quinn, Jr.

Gabriel Solomon

Joshua K. Spencer

Taymour R. Tamaddon

Eric L. Veiel

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

23


   

Fund

Name

Position Held
With Fund

Corporate Income

David A. Tiberii

Steve Boothe

Steven G. Brooks

Michael J. Grogan

Paul A. Karpers

Michael Lambe

Alan D. Levenson

Samy B. Muaddi

Alexander S. Obaza

Miso Park

Vernon A. Reid, Jr.

Theodore E. Robson

Brian M. Ropp

Kimberly A Stokes

Robert D. Thomas

Lauren T. Wagandt

Edward A. Wiese

Thea N. Williams

J. Howard Woodward

Zhen Xia

(For remaining officers, refer to the “All funds” table)

President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Assistant Vice President

Diversified Mid-Cap Growth

Donald J. Peters

Donald J. Easley

Kennard W. Allen

Peter J. Bates

Brian W.H. Berghuis

Sudhir Nanda

Timothy E. Parker

Amit Seth

John F. Wakeman

Rouven J. Wool-Lewis

(For remaining officers, refer to the “All funds” table)

President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Diversified Small-Cap Growth

Sudhir Nanda

Anna M. Dopkin

Donald J. Easley

Prashant G. Jeyaganesh

Curt J. Organt

J. David Wagner

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Dividend Growth

Thomas J. Huber

Peter J. Bates

David M. Lee

Daniel Martino

Timothy E. Parker

Robert T. Quinn, Jr.

Jeffrey Rottinghaus

Gabriel Solomon

William J. Stromberg

Eric L. Veiel

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

24


   

Fund

Name

Position Held
With Fund

Equity Income

Brian C. Rogers

Andrew M. Brooks

Mark S. Finn

Jon M. Friar

David R. Giroux

Paul D. Greene II

Thomas J. Huber

John D. Linehan

Robert T. Quinn, Jr.

Eric L. Veiel

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Financial Services

Eric L. Veiel

Stephen M. Finamore

Christopher T. Fortune

Jon M. Friar

Nina P. Jones

Yoichiro Kai

Ian C. McDonald

Michael J. McGonigle

Jason B. Polun

Frederick A. Rizzo

Matthew J. Snowling

Gabriel Solomon

Mitchell J.K. Todd

Tamara P. Wiggs

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Floating Rate

Mark J. Vaselkiv

Paul M. Massaro

Brian E. Burns

Michael F. Connelly

Stephen M. Finamore

Justin T. Gerbereux

David R. Giroux

Steven C. Huber

Paul A. Karpers

Michael J. McGonigle

Brian A. Rubin

Walter P. Stuart III

Thomas E. Tewksbury

Thea N. Williams

(For remaining officers, refer to the “All funds” table)

President

Executive Vice President Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Global Allocation

Charles M. Shriver

Robert L. Harlow

Steven C. Huber

Stefan Hubrich

Robert M. Larkins

Robert A. Panariello

Richard T. Whitney

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

25


   

Fund

Name

Position Held
With Fund

Global Real Estate

David M. Lee

Richard N. Clattenburg

Tetsuji Inoue

Nina P. Jones

Michael M. Lasota

Robert J. Marcotte

Raymond A. Mills

Eric C. Moffett

Philip A. Nestico

Viral S. Patel

Marta Yago

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Global Technology

Joshua K. Spencer

Kennard W. Allen

P. Robert Bartolo

Christopher W. Carlson

David J. Eiswert

Henry M. Ellenbogen

Paul D. Greene II

Rhett K. Hunter

Daniel Martino

Heather K. McPherson

Tobias F. Mueller

Hiroaki Owaki

Michael F. Sola

Thomas H. Watson

Justin P. White

Alison Mei Ling Yip

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

GNMA

Andrew C. McCormick

Anil K. Andhavarapu

Stephen L. Bartolini

Brian J. Brennan

Christopher P. Brown

Keir R. Joyce

Martin G. Lee

Alan D. Levenson

John D. Wells

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Growth & Income

Thomas J. Huber

Shawn T. Driscoll

David M. Lee

Daniel Martino

Robert T. Quinn, Jr.

Jeffrey Rottinghaus

David L. Rowlett

Gabriel Solomon

Joshua K. Spencer

Eric L. Veiel

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

26


   

Fund

Name

Position Held
With Fund

Growth Stock

P. Robert Bartolo

Kennard W. Allen

Joseph B. Fath

Paul D. Greene II

Barry Henderson

Daniel Martino

Larry J. Puglia

Robert W. Sharps

Robert W. Smith

Taymour R. Tamaddon

Eric L. Veiel

Justin P. White

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Health Sciences

Taymour R. Tamaddon

Ziad Bakri

Melissa C. Gallagher

Jason Nogueira

Charles G. Pepin

John C.A. Sherman

Jon Davis Wood

Rouven J. Wool-Lewis

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

High Yield

Mark J. Vaselkiv

Jason A. Bauer

Andrew M. Brooks

Andrew L. Cohen

Michael F. Connelly

Michael Della Vedova

Carson R. Dickson

Stephen M. Finamore

Justin T. Gerbereux

Andrew P. Jamison

Paul A. Karpers

Paul M. Massaro

Michael J. McGonigle

Brian A. Rubin

Walter P. Stuart III

Thomas E. Tewksbury

Thea N. Williams

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Index Trust

 Equity Index 500

 Extended Equity Market Index

 Total Equity Market Index

E. Frederick Bair

Ken D. Uematsu

R. Scott Livingston

Neil Smith

Craig A. Thiese

J. Zachary Wood

(For remaining officers, refer to the “All funds” table)

President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

27


   

Fund

Name

Position Held
With Fund

Inflation Focused Bond

Daniel O. Shackelford

Brian J. Brennan

Steven G. Brooks

Jerome A. Clark

Bridget A. Ebner

Jared S. Franz

Michael J. Grogan

Geoffrey M. Hardin

Charles B. Hill

Keir R. Joyce

Wyatt A. Lee

Andrew C. McCormick

Cheryl A. Mickel

Vernon A. Reid, Jr.

Michael F. Reinartz

John D. Wells

Edward A. Wiese

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Inflation Protected Bond

Daniel O. Shackelford

Brian J. Brennan

Geoffrey M. Hardin

Alan D. Levenson

Andrew C. McCormick

Rebecca L. Setcavage

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Assistant Vice President

Institutional Equity Funds

 Institutional Large-Cap Core Growth

 Institutional Large-Cap Growth

 Institutional Large-Cap Value

 Institutional Mid-Cap Equity Growth

 Institutional Small-Cap Stock

 Institutional U.S. Structured Research

Brian C. Rogers

Brian W.H. Berghuis

Anna M. Dopkin

Mark S. Finn

John D. Linehan

Gregory A. McCrickard

Larry J. Puglia

Robert W. Sharps

Ann M. Holcomb

J. David Wagner

John F. Wakeman

(For remaining officers, refer to the “All funds” table)

President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Vice President

Vice President

Vice President

28


   

Fund

Name

Position Held
With Fund

Institutional Income Funds

 Institutional Core Plus

 Institutional Floating Rate

 Institutional High Yield

 Institutional Long Duration Credit

Mark J. Vaselkiv

Brian J. Brennan

Paul A. Karpers

Paul M. Massaro

Jeffrey M. Anapolsky

Steve Boothe

Andrew M. Brooks

Christopher P. Brown

Brian E. Burns

Andrew L. Cohen

Michael J. Conelius

Michael F. Connelly

Stephen M. Finamore

Justin T. Gerbereux

David R. Giroux

Steven C. Huber

Andrew J. Keirle

Ian D. Kelson

Andrew C. McCormick

Michael J. McGonigle

Brian A. Rubin

Daniel O. Shackelford

Walter P. Stuart III

Ju Yen Tan

Thomas E. Tewksbury

David A. Tiberii

Edward A. Wiese

Thea N. Williams

(For remaining officers, refer to the “All funds” table)

President

Executive Vice President

Executive Vice President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

29


   

Fund

Name

Position Held
With Fund

30


   

Institutional International Funds

 Institutional Africa & Middle East

 Institutional Concentrated International Equity

 Institutional Emerging Markets Bond

 Institutional Emerging Markets Equity

 Institutional Global Equity

 Institutional Global Large-Cap Equity

 Institutional Global Value Equity

 Institutional International Bond

 Institutional International Core Equity

 Institutional International Growth Equity

Christopher D. Alderson

Oliver D.M. Bell

R. Scott Berg

Richard N. Clattenburg

Michael J. Conelius

Mark J.T. Edwards

David J. Eiswert

Andrew J. Keirle

Ian D. Kelson

Sebastien Mallet

Raymond A. Mills

Joshua Nelson

Jason Nogueira

Gonzalo Pangaro

Christopher J. Rothery

Federico Santilli

Robert W. Smith

Ulle Adamson

Roy H. Adkins

Paulina Amieva

Malik S. Asif

Peter J. Bates

Peter I. Botoucharov

Brian J. Brennan

Archibald Ciganer Albeniz

Jose Costa Buck

Carolyn Hoi Che Chu

Michael Della Vedova

Richard de los Reyes

Bridget A. Ebner

Mark S. Finn

M. Campbell Gunn

Stefan Hubrich

Leigh Innes

Randal S. Jenneke

Yoichiro Kai

Christopher J. Kushlis

Mark J. Lawrence

David M. Lee

Christopher C. Loop

Anh Lu

Daniel Martino

Jonathan H.W. Matthews

Susanta Mazumdar

Sudhir Nanda

Michael D. Oh

Kenneth A. Orchard

Timothy E. Parker

Craig J. Pennington

Frederick A. Rizzo

Sebastian Schrott

Robert W. Sharps

John C.A. Sherman

Joshua K. Spencer

David A. Stanley

Jonty Starbuck

Taymour R. Tamaddon

Ju Yen Tan

Dean Tenerelli

Eric L. Veiel

Christopher S. Whitehouse

J. Howard Woodward

Ernest C. Yeung

(For remaining officers, refer to the “All funds” table)

President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

31


   

Fund

Name

Position Held
With Fund

32


   

International Funds

 Africa & Middle East

 Emerging Europe

 Emerging Markets Bond

 Emerging Markets Corporate Bond

 Emerging Markets Local Currency Bond

 Emerging Markets Stock

 European Stock

 Global Infrastructure

 Global Large-Cap Stock

 Global Stock

 International Bond

 International Discovery

 International Growth & Income

 International Stock

 Japan

 Latin America

 New Asia

 Overseas Stock

Christopher D. Alderson

Peter J. Bates

Oliver D.M. Bell

R. Scott Berg

Richard N. Clattenburg

Michael J. Conelius

Jose Costa Buck

Mark J.T. Edwards

David J. Eiswert

M. Campbell Gunn

Leigh Innes

Andrew J. Keirle

Ian D. Kelson

Anh Lu

Jonathan H.W. Matthews

Susanta Mazumdar

Raymond A. Mills

Joshua Nelson

Jason Nogueira

Gonzalo Pangaro

Christopher J. Rothery

Federico Santilli

Robert W. Smith

Dean Tenerelli

Justin Thomson

Ulle Adamson

Roy H. Adkins

Syed H. Ali

Paulina Amieva

Malik S. Asif

Sheena L. Barbosa

Luis M. Baylac

Peter I. Botoucharov

Brian J. Brennan

Ryan N. Burgess

Sheldon Chan

Tak Yiu Cheng

Carolyn Hoi Che Chu

Archibald Ciganer Albeniz

Michael Della Vedova

Richard de los Reyes

Jessie Q. Ding

Bridget A. Ebner

Henry M. Ellenbogen

Luis Fananas

Mark S. Finn

Melissa C. Gallagher

Vishnu Vardhan Gopal

Benjamin Griffiths

Stefan Hubrich

Tetsuji Inoue

Randal S. Jenneke

Yoichiro Kai

Jai Kapadia

Christopher J. Kushlis

Aden Lau

Mark J. Lawrence

David M. Lee

Christopher C. Loop

Sebastien Mallet

Daniel Martino

Ryan Martyn

Jihong Min

Eric C. Moffett

President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

33


   

Fund

Name

Position Held
With Fund

International Funds (continued)

 Africa & Middle East

 Emerging Europe

 Emerging Markets Bond

 Emerging Markets Corporate Bond

 Emerging Markets Local Currency Bond

 Emerging Markets Stock

 European Stock

 Global Infrastructure

 Global Large-Cap Stock

 Global Stock

 International Bond

 International Discovery

 International Growth & Income

 International Stock

 Japan

 Latin America

 New Asia

 Overseas Stock

Samy B. Muaddi

Philip A. Nestico

Sridhar Nishtala

Michael D. Oh

Kenneth A. Orchard

Paul T. O’Sullivan

Hiroaki Owaki

Timothy E. Parker

Craig J. Pennington

Austin M. Powell

Frederick A. Rizzo

Sebastian Schrott

Amitabh Shah

Jeneiv Shah

Robert W. Sharps

John C.A. Sherman

Eunbin Song

David A. Stanley

Jonty Starbuck

Taymour R. Tamaddon

Ju Yen Tan

Sin Dee Tan

Siby Thomas

Mitchell J.K. Todd

Eric L. Veiel

Verena E. Wachnitz

David J. Wallack

Hiroshi Watanabe

Christopher S. Whitehouse

Clive M. Williams

J. Howard Woodward

John Xie

Marta Yago

Ernest C. Yeung

Alison Mei Ling Yip

Christopher Yip

Wenli Zheng

(For remaining officers, refer to the “All funds”

table)

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

International Index Fund

 International Equity Index

E. Frederick Bair

Neil Smith

R. Scott Livingston

Craig A. Thiese

Ken D. Uematsu

J. Zachary Wood

(For remaining officers, refer to the “All funds” table)

President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

34


   

Fund

Name

Position Held
With Fund

Media & Telecommunications

Paul D. Greene II

Ulle Adamson

P. Robert Bartolo

David J. Eiswert

Henry M. Ellenbogen

Joseph B. Fath

James H. Friedland

Philip A. Nestico

Curt J. Organt

Corey D. Shull

Robert W. Smith

Justin P. White

Christopher S. Whitehouse

Ernest C. Yeung

Wenli Zheng

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Mid-Cap Growth

Brian W.H. Berghuis

John F. Wakeman

Kennard W. Allen

P. Robert Bartolo

Shawn T. Driscoll

Donald J. Easley

Henry M. Ellenbogen

Robert J. Marcotte

Daniel Martino

David L. Rowlett

Clark R. Shields

Taymour R. Tamaddon

(For remaining officers, refer to the “All funds” table)

President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Mid-Cap Value

David J. Wallack

Heather K. McPherson

Ryan N. Burgess

Christopher W. Carlson

Ira W. Carnahan

Jonathan Chou

Henry M. Ellenbogen

Mark S. Finn

Nina P. Jones

Gregory A. McCrickard

Ian C. McDonald

J. David Wagner

John M. Williams

(For remaining officers, refer to the “All funds” table)

President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

35


   

Fund

Name

Position Held
With Fund

Multi-Sector Account Portfolios

 Emerging Markets Corporate Multi-Sector Account Portfolio

 Emerging Markets Local Multi-Sector Account Portfolio

 Floating Rate Multi-Sector Account Portfolio

 High Yield Multi-Sector Account Portfolio

 Investment-Grade Corporate Multi-Sector Account Portfolio

 Mortgage-Backed Securities Multi-Sector Account Portfolio

Michael C. Gitlin

Michael J. Conelius

Andrew J. Keirle

Paul M. Massaro

Andrew C. McCormick

David A. Tiberii

Mark J. Vaselkiv

Roy H. Adkins

Anil K. Andhavarapu

Stephen L. Bartolini

Steve Boothe

Peter I. Botoucharov

Brian J. Brennan

Steven G. Brooks

Christopher P. Brown

Brian E. Burns

Sheldon Chan

Carolyn Hoi Che Chu

Michael F. Connelly

Bridget A. Ebner

Stephen M. Finamore

Justin T. Gerbereux

Michael J. Grogan

Steven C. Huber

Keir R. Joyce

Paul A. Karpers

Ian D. Kelson

Christopher J. Kushlis

Michael Lambe

Martin G. Lee

Alan D. Levenson

Christopher C. Loop

Michael J. McGonigle

Samy B. Muaddi

Christina Ni

Alexander S. Obaza

Michael D. Oh

Kenneth A. Orchard

Miso Park

Vernon A. Reid, Jr.

Theodore E. Robson

Brian M. Ropp

Christopher J. Rothery

Brian A. Rubin

Daniel O. Shackelford

David A. Stanley

Kimberly A. Stokes

Walter P. Stuart III

Ju Yen Tan

Thomas E. Tewksbury

Robert. D. Thomas

Siby Thomas

Lauren T. Wagandt

John D. Wells

Edward A. Wiese

Thea N. Williams

J. Howard Woodward

(For remaining officers, refer to the “All funds” table)

President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

36


   

Fund

Name

Position Held
With Fund

New America Growth

Daniel Martino

Francisco M. Alonso

P. Robert Bartolo

Brian W.H. Berghuis

Shawn T. Driscoll

Benjamin D. Landy

Ian C. McDonald

Jason Nogueira

Curt J. Organt

Robert W. Sharps

Clark R. Shields

Taymour R. Tamaddon

Craig A. Thiese

Eric L. Veiel

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

New Era

Shawn T. Driscoll

Syed H. Ali

Ryan N. Burgess

Richard de los Reyes

Mark S. Finn

Shinwoo Kim

Jeremy D. Kokemor

Steven D. Krichbaum

Benjamin D. Landy

Ryan Martyn

Susanta Mazumdar

Heather K. McPherson

Craig J. Pennington

Craig A. Thiese

David J. Wallack

John M. Williams

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

New Horizons

Henry M. Ellenbogen

Francisco M. Alonso

Preston G. Athey

Brian W.H. Berghuis

Michael F. Blandino

Christopher W. Carlson

Rhett K. Hunter

Timothy E. Parker

Clark R. Shields

Michael F. Sola

Taymour R. Tamaddon

Justin Thomson

J. David Wagner

Thomas H. Watson

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

37


   

Fund

Name

Position Held
With Fund

New Income

Daniel O. Shackelford

Steve Boothe

Brian J. Brennan

Christopher P. Brown

Michael J. Grogan

Geoffrey M. Hardin

Steven C. Huber

Alan D. Levenson

Andrew C. McCormick

Vernon A. Reid, Jr.

David A. Tiberii

Edward A. Wiese

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Personal Strategy Funds

 Personal Strategy Balanced

 Personal Strategy Growth

 Personal Strategy Income

Charles M. Shriver

Christopher D. Alderson

E. Frederick Bair

Jerome A. Clark

Kimberly E. DeDominicis

Mark S. Finn

Ian D. Kelson

Wyatt A. Lee

Raymond A. Mills

Larry J. Puglia

Brian C. Rogers

Robert W. Smith

Guido F. Stubenrauch

Mark J. Vaselkiv

Richard T. Whitney

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Prime Reserve

Joseph K. Lynagh

Austin Applegate

Steven G. Brooks

M. Helena Condez

G. Richard Dent

Jared S. Franz

Alan D. Levenson

Alexander S. Obaza

Douglas D. Spratley

Edward A. Wiese

Chen Shao

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Assistant Vice President

Real Assets

Wyatt A. Lee

E. Frederick Bair

Richard de los Reyes

Shawn T. Driscoll

Jared S. Franz

Stefan Hubrich

David M. Lee

Susanta Mazumdar

Timothy E. Parker

Daniel O. Shackelford

Charles M. Shriver

Richard T. Whitney

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

38


   

Fund

Name

Position Held
With Fund

Real Estate

David M. Lee

Anna M. Dopkin

Joseph B. Fath

Thomas J. Huber

Nina P. Jones

Michael M. Lasota

Philip A. Nestico

Theodore E. Robson

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

TRP Reserve Investment Funds

 Government Reserve Investment

 Reserve Investment

 Short-Term Government Reserve

 Short-Term Reserve

Joseph K. Lynagh

Austin Applegate

Steven G. Brooks

M. Helena Condez

G. Richard Dent

Jared S. Franz

Alan D. Levenson

Alexander S. Obaza

Douglas D. Spratley

Edward A. Wiese

Chen Shao

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Assistant Vice President

Retirement Funds

 Retirement 2005

 Retirement 2010

 Retirement 2015

 Retirement 2020

 Retirement 2025

 Retirement 2030

 Retirement 2035

 Retirement 2040

 Retirement 2045

 Retirement 2050

 Retirement 2055

 Retirement Income

 Target Retirement 2005

 Target Retirement 2010

 Target Retirement 2015

 Target Retirement 2020

 Target Retirement 2025

 Target Retirement 2030

 Target Retirement 2035

 Target Retirement 2040

 Target Retirement 2045

 Target Retirement 2050

 Target Retirement 2055

Jerome A. Clark

Wyatt A. Lee

Christopher D. Alderson

Kimberly E. DeDominicis

Ian D. Kelson

Brian C. Rogers

Daniel O. Shackelford

Charles M. Shriver

Robert W. Smith

Guido F. Stubenrauch

Mark J. Vaselkiv

Richard T. Whitney

(For remaining officers, refer to the “All funds” table)

President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

39


   

Fund

Name

Position Held
With Fund

Science & Technology

Kennard W. Allen

Brian W.H. Berghuis

David J. Eiswert

Paul D. Greene II

Rhett K. Hunter

Daniel Martino

Shalin Mody

Tobias F. Mueller

Hiroaki Owaki

Adam Poussard

Michael F. Sola

Joshua K. Spencer

Thomas H. Watson

Justin P. White

Alison Mei Ling Yip

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Short-Term Bond

 Ultra Short-Term Bond

Edward A. Wiese

Joseph K. Lynagh

Brian J. Brennan

Steven G. Brooks

M. Helena Condez

Bridget A. Ebner

Michael J. Grogan

Geoffrey M. Hardin

Charles B. Hill

Keir R. Joyce

Andrew C. McCormick

Cheryl A. Mickel

Vernon A. Reid, Jr.

Michael F. Reinartz

Daniel O. Shackelford

Douglas D. Spratley

John D. Wells

(For remaining officers, refer to the “All funds” table)

President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Small-Cap Stock

Gregory A. McCrickard

Francisco M. Alonso

Preston G. Athey

Ira W. Carnahan

Andrew S. Davis

Hugh M. Evans III

Christopher T. Fortune

Steven D. Krichbaum

Robert J. Marcotte

Curt J. Organt

Michael F. Sola

J. David Wagner

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Small-Cap Value

Preston G. Athey

Francisco M. Alonso

Hugh M. Evans III

Christopher T. Fortune

Nina P. Jones

Steven D. Krichbaum

Gregory A. McCrickard

Curt J. Organt

J. David Wagner

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

40


   

Fund

Name

Position Held
With Fund

Spectrum Funds

 Spectrum Growth

 Spectrum Income

 Spectrum International

Charles M. Shriver

Christopher D. Alderson

Kimberly E. DeDominicis

Ian D. Kelson

Brian C. Rogers

Daniel O. Shackelford

Robert W. Smith

Guido F. Stubenrauch

Mark J. Vaselkiv

Richard T. Whitney

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

State Tax-Free Income Trust

 Georgia Tax-Free Bond

 Maryland Short-Term Tax-Free Bond

 Maryland Tax-Free Bond

 Maryland Tax-Free Money

 New Jersey Tax-Free Bond

 New York Tax-Free Bond

 New York Tax-Free Money

 Virginia Tax-Free Bond

Hugh D. McGuirk

Charles B. Hill

Joseph K. Lynagh

Konstantine B. Mallas

Austin Applegate

R. Lee Arnold, Jr.

M. Helena Condez

Patricia S. Deford

G. Richard Dent

Charles E. Emrich

Jared S. Franz

Dylan Jones

Marcy M. Lash

Alan D. Levenson

James M. Murphy

Linda A. Murphy

Alexander S. Obaza

Douglas D. Spratley

Timothy G. Taylor

Edward A. Wiese

Michael K. Sewell

Chen Shao

(For remaining officers, refer to the “All funds” table)

President

Executive Vice President

Executive Vice President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Assistant Vice President

Assistant Vice President

Strategic Income

Steven C. Huber

Michael J. Conelius

Justin T. Gerbereux

Andrew J. Keirle

Ian D. Kelson

Martin G. Lee

Paul M. Massaro

Andrew C. McCormick

Michael J. McGonigle

David A. Stanley

Ju Yen Tan

David A. Tiberii

Mark J. Vaselkiv

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

41


   

Fund

Name

Position Held
With Fund

Summit Funds

 Summit Cash Reserves

 Summit GNMA

Andrew C. McCormick

Joseph K. Lynagh

Anil K. Andhavarapu

Austin Applegate

Stephen L. Bartolini

Brian J. Brennan

Christopher P. Brown

M. Helena Condez

G. Richard Dent

Jared S. Franz

Keir R. Joyce

Martin G. Lee

Alan D. Levenson

Alexander S. Obaza

Douglas D. Spratley

Susan G. Troll

John D. Wells

Edward A. Wiese

Chen Shao

(For remaining officers, refer to the “All funds” table)

President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Assistant Vice President

Summit Municipal Funds

 Summit Municipal Income

 Summit Municipal Intermediate

 Summit Municipal Money Market

Hugh D. McGuirk

Charles B. Hill

Joseph K. Lynagh

Konstantine B. Mallas

Austin Applegate

R. Lee Arnold, Jr.

M. Helena Condez

Patricia S. Deford

G. Richard Dent

Charles E. Emrich

Jared S. Franz

Dylan Jones

Marcy M. Lash

Alan D. Levenson

James M. Murphy

Linda A. Murphy

Alexander S. Obaza

Douglas D. Spratley

Timothy G. Taylor

Edward A. Wiese

Michael K. Sewell

Chen Shao

(For remaining officers, refer to the “All funds” table)

President

Executive Vice President

Executive Vice President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Assistant Vice President

Assistant Vice President

Tax-Efficient Funds

 Tax-Efficient Equity

Donald J. Peters

Kennard W. Allen

Preston G. Athey

Ziad Bakri

Andrew S. Davis

Donald J. Easley

Timothy E. Parker

Robert T. Quinn, Jr.

William J. Stromberg

Taymour R. Tamaddon

Mark R. Weigman

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

42


   

Fund

Name

Position Held
With Fund

Tax-Exempt Money

Joseph K. Lynagh

Austin Applegate

Steven G. Brooks

M. Helena Condez

G. Richard Dent

Jared S. Franz

Marcy M. Lash

Alan D. Levenson

Alexander S. Obaza

Douglas D. Spratley

Edward A. Wiese

Chen Shao

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Assistant Vice President

Tax-Free High Yield

James M. Murphy

R. Lee Arnold, Jr.

Austin Applegate

M. Helena Condez

Patricia S. Deford

G. Richard Dent

Charles B. Hill

Dylan Jones

Marcy M. Lash

Konstantine B. Mallas

Hugh D. McGuirk

Linda A. Murphy

Timothy G. Taylor

Michael K. Sewell

Chen Shao

(For remaining officers, refer to the “All funds” table)

President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Assistant Vice President

Assistant Vice President

Tax-Free Income

Konstantine B. Mallas

R. Lee Arnold, Jr.

M. Helena Condez

Patricia S. Deford

G. Richard Dent

Charles B. Hill

Marcy M. Lash

Hugh D. McGuirk

James M. Murphy

Timothy G. Taylor

Michael K. Sewell

Chen Shao

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Assistant Vice President

Assistant Vice President

Tax-Free Short-Intermediate

 Tax-Free Ultra Short-Term Bond

Charles B. Hill

Austin Applegate

M. Helena Condez

G. Richard Dent

Charles E. Emrich

Dylan Jones

Marcy M. Lash

Joseph K. Lynagh

Konstantine B. Mallas

Hugh D. McGuirk

Timothy G. Taylor

Edward A. Wiese

Michael K. Sewell

Chen Shao

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Assistant Vice President

Assistant Vice President

43


   

Fund

Name

Position Held
With Fund

U.S. Bond Enhanced Index

Robert M. Larkins

Steven C. Huber

Martin G. Lee

Peter D. Leiser, Jr.

Andrew C. McCormick

Brian M. Ropp

Daniel O. Shackelford

David A. Tiberii

Zhen Xia

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

U.S. Large-Cap Core

Jeffrey Rottinghaus

Peter J. Bates

Shawn T. Driscoll

Joseph B. Fath

Mark S. Finn

John D. Linehan

George A. Marzano

Timothy E. Parker

Robert T. Quinn, Jr.

Robert W. Sharps

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

U.S. Treasury Funds

 U.S. Treasury Intermediate

 U.S. Treasury Long-Term

 U.S. Treasury Money

Brian J. Brennan

Joseph K. Lynagh

Austin Applegate

Steven G. Brooks

M. Helena Condez

G. Richard Dent

Jared S. Franz

Geoffrey M. Hardin

Alan D. Levenson

Andrew C. McCormick

Samy B. Muaddi

Alexander S. Obaza

Vernon A. Reid, Jr.

Daniel O. Shackelford

Douglas D. Spratley

Edward A. Wiese

Rebecca L. Setcavage

Chen Shao

(For remaining officers, refer to the “All funds” table)

President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Assistant Vice President

Assistant Vice President

Value

Mark S. Finn

Peter J. Bates

Ryan N. Burgess

Ira W. Carnahan

Andrew S. Davis

David R. Giroux

John D. Linehan

Heather K. McPherson

Robert T. Quinn, Jr.

Brian C. Rogers

Joshua K. Spencer

Walter P. Stuart III

Eric L. Veiel

Tamara P. Wiggs

(For remaining officers, refer to the “All funds” table)

President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

44


Officers

  

Name, Year of Birth, and Principal Occupation(s)
During Past 5 Years

Position(s) Held With Fund(s)

Ulle Adamson, 1979

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; CFA

Vice President, Institutional International Funds, International Funds, and Media & Telecommunications Fund

Roy H. Adkins, 1970

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International

Vice President, Institutional International Funds, International Funds, and Multi-Sector Account Portfolios

Christopher D. Alderson, 1962

Director and President-International Equity, T. Rowe Price International; Company’s Representative, Director and Vice President, Price Hong Kong; Director and Vice President, Price Singapore; Vice President, T. Rowe Price Group, Inc.

President, Institutional International Funds and International Funds; Vice President, Personal Strategy Funds, Retirement Funds, and Spectrum Funds

Syed H. Ali, 1970

Vice President, Price Singapore and T. Rowe Price Group, Inc.; formerly Research Analyst, Credit Suisse Securities (to 2010)

Vice President, International Funds and New Era Fund

Kennard W. Allen, 1977

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

President, Science & Technology Fund; Vice President, Capital Opportunity Fund, Diversified Mid-Cap Growth Fund, Global Technology Fund, Growth Stock Fund, Mid-Cap Growth Fund, and Tax-Efficient Funds

Francisco M. Alonso, 1978

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, New America Growth Fund, New Horizons Fund, Small-Cap Stock Fund, and Small-Cap Value Fund

Paulina Amieva, 1981

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International

Vice President, Institutional International Funds and International Funds

Jeffrey M. Anapolsky, 1971

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly Vice President, American Capital, Ltd. (to 2010)

Vice President, Institutional Income Funds

Anil K. Andhavarapu, 1980

Vice President, T. Rowe Price; formerly Employee, Nomura Holdings America, Inc. (to 2009)

Vice President, GNMA Fund, Multi-Sector Account Portfolios, and Summit Funds

Austin Applegate, 1974

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly Senior Municipal Credit Research Analyst, Barclays Capital (to 2011)

Vice President, California Tax-Free Income Trust, Prime Reserve Fund, TRP Reserve Investment Funds, State Tax-Free Income Trust, Summit Funds, Summit Municipal Funds, Tax-Exempt Money Fund, Tax-Free High Yield Fund, Tax-Free Short-Intermediate Fund, and U.S. Treasury Funds

R. Lee Arnold, Jr., 1970

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA, CPA

Executive Vice President, Tax-Free High Yield Fund; Vice President, State Tax-Free Income Trust, Summit Municipal Funds, and Tax-Free Income Fund

Malik S. Asif, 1981

Employee, T. Rowe Price; formerly student, The University
of Chicago Booth School of Business (to 2012); Investment Consultant - Middle East and North Africa Investment Team, International Finance Corporation – The World Bank Group (to 2010); and Equity Research Associate, Keefe, Bruyette & Woods, Inc. (to 2009)

Vice President, Institutional International Funds and International Funds

Preston G. Athey, 1949

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA, CIC

President, Small-Cap Value Fund; Vice President, New Horizons Fund, Small-Cap Stock Fund, and Tax-Efficient Funds

45


  

Name, Year of Birth, and Principal Occupation(s)
During Past 5 Years

Position(s) Held With Fund(s)

E. Frederick Bair, 1969

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA, CPA

President, Index Trust and International Index Fund; Vice President, Balanced Fund, Personal Strategy Funds, and Real Assets Fund

Ziad Bakri, 1980

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly Vice President, Cowen and Company; M.D., CFA

Vice President, Blue Chip Growth Fund, Health Sciences Fund, and Tax-Efficient Funds

Sheena L. Barbosa, 1983

Employee, T. Rowe Price

Vice President, International Funds

Stephen L. Bartolini, 1977

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly Senior Portfolio Manager, Senior Trader, and Analyst, Fannie Mae (to 2010); CFA

Vice President, GNMA Fund, Multi-Sector Account Portfolios, and Summit Funds

P. Robert Bartolo, 1972

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA, CPA

President, Growth Stock Fund; Vice President, Blue Chip Growth Fund, Global Technology Fund, Media & Telecommunications Fund, Mid-Cap Growth Fund, and New America Growth Fund

Peter J. Bates, 1974

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA

Executive Vice President, International Funds; Vice President, Blue Chip Growth Fund, Capital Opportunity Fund, Diversified Mid-Cap Growth Fund, Dividend Growth Fund, Institutional International Funds, U.S. Large-Cap Core Fund, and Value Fund

Jason A. Bauer, 1979

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, High Yield Fund

Luis M. Baylac, 1982

Employee, T. Rowe Price

Vice President, International Funds

Oliver D.M. Bell, 1969

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; formerly Head of Global Emerging Markets Research, Pictet Asset Management Ltd. (to 2011) and Portfolio Manager of Africa and Middle East portfolios and other emerging markets strategies, Pictet Asset Management Ltd. (to 2009)

Executive Vice President, Institutional International Funds and International Funds

R. Scott Berg, 1972

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA

Executive Vice President, Institutional International Funds and International Funds

Brian W.H. Berghuis, 1958

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA

President, Mid-Cap Growth Fund; Executive Vice President, Institutional Equity Funds; Vice President, Diversified Mid-Cap Growth Fund, New America Growth Fund, New Horizons Fund, and Science & Technology Fund

Michael F. Blandino, 1971

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly Executive Director, Convertible Sales, JPMorgan (to 2009)

Vice President, New Horizons Fund

Steve Boothe, 1977

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA

Executive Vice President, Corporate Income Fund; Vice President, Institutional Income Funds, Multi-Sector Account Portfolios and New Income Fund

Peter I. Botoucharov, 1965

Vice President, T. Rowe Price International; formerly Director – EMEA Macroeconomic Research and Strategy (to 2012); and Global Source, Independent Financial Advisor (to 2010)

Vice President, Institutional International Funds, International Funds, and Multi-Sector Account Portfolios

46


  

Name, Year of Birth, and Principal Occupation(s)
During Past 5 Years

Position(s) Held With Fund(s)

Brian J. Brennan, 1964

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International, and T. Rowe Price Trust
Company; CFA

President, U.S. Treasury Funds; Executive Vice President, Institutional Income Funds; Vice President, GNMA Fund, Inflation Focused Bond Fund, Inflation Protected Bond Fund, Institutional International Funds, International Funds, Multi-Sector Account Portfolios, New Income Fund, Short-Term Bond Fund, and Summit Funds

Andrew M. Brooks, 1956

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, Equity Income Fund, High Yield Fund, and Institutional Income Funds

Steven G. Brooks, 1954

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA

Vice President, California Tax-Free Income Trust, Corporate Income Fund, Inflation Focused Bond Fund, Multi-Sector Account Portfolios, Prime Reserve Fund, TRP Reserve Investment Funds, Short-Term Bond Fund, Tax-Exempt Money Fund, and U.S. Treasury Funds

Christopher P. Brown, 1977

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, GNMA Fund, Institutional Income Funds, Multi-Sector Account Portfolios, New Income Fund, and Summit Funds

Ryan N. Burgess, 1974

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA

Vice President, Blue Chip Growth Fund, Capital Appreciation Fund, International Funds, Mid-Cap Value Fund, New Era Fund, and Value Fund

Brian E. Burns, 1960

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company

Vice President, Floating Rate Fund, Institutional Income Funds, and Multi-Sector Account Portfolios

Christopher W. Carlson, 1967

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, Capital Opportunity Fund, Global Technology Fund, Mid-Cap Value Fund, and New Horizons Fund

Ira W. Carnahan, 1963

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA

Vice President, Mid-Cap Value Fund, Small-Cap Stock Fund and Value Fund

Sheldon Chan, 1981

Vice President, T. Rowe Price Group, Inc. and Price Hong Kong; formerly Associate Director, HSBC (Hong Kong) (to 2011)

Vice President, International Funds and Multi-Sector Account Portfolios

Tak Yiu Cheng, 1974

Vice President, Price Hong Kong and T. Rowe Price Group, Inc.; CFA, CPA

Vice President, International Funds

Jonathan Chou, 1980

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, Blue Chip Growth Fund and Mid-Cap Value Fund

Carolyn Hoi Che Chu, 1974

Vice President, Price Hong Kong and T. Rowe Price Group, Inc.; formerly Director, Bank of America Merrill Lynch and co-head of credit and convertibles research team in Hong Kong (to 2010)

Vice President, Institutional International Funds, International Funds, and Multi-Sector Account Portfolios

Archibald Ciganer Albeniz, 1976

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; CFA

Vice President, Institutional International Funds, International Funds

Jerome A. Clark, 1961

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price Investment Services, Inc., and T. Rowe Price Trust Company; CFA

President, Retirement Funds; Vice President, Inflation Focused Bond Fund and Personal Strategy Funds

Richard N. Clattenburg, 1979

Vice President, Price Singapore, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price International; CFA

Executive Vice President, Institutional International Funds and International Funds; Vice President, Global Real Estate Fund

47


  

Name, Year of Birth, and Principal Occupation(s)
During Past 5 Years

Position(s) Held With Fund(s)

Andrew L. Cohen, 1979

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly Associate – Power & Energy/Strategic Investments Metlife Investments (to 2010); and Vice President/Investment Officer – Special Opportunities Group, Capital Source Finance LLC (to 2009); CFA

Vice President, High Yield Fund and Institutional Income Funds

M. Helena Condez, 1962

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, California Tax-Free Income Trust, Prime Reserve Fund, TRP Reserve Investment Funds, Short-Term Bond Fund, State Tax-Free Income Trust, Summit Funds, Summit Municipal Funds, Tax-Exempt Money Fund, Tax-Free High Yield Fund, Tax-Free Income Fund, Tax-Free Short-Intermediate Fund, and U.S. Treasury Funds

Michael J. Conelius, 1964

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International, and T. Rowe Price Trust Company; CFA

Executive Vice President, Institutional International Funds, International Funds, and Multi-Sector Account Portfolios; Vice President, Institutional Income Funds and Strategic Income Fund

Michael F. Connelly, 1977

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA

Vice President, Floating Rate Fund, High Yield Fund, Institutional Income Funds, and Multi-Sector Account Portfolios

Jose Costa Buck, 1972

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International

Executive Vice President, International Funds; Vice President, Institutional International Funds

Andrew S. Davis, 1978

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; Intern, Franklin Templeton Investments (to 2009)

Vice President, Small-Cap Stock Fund, Tax-Efficient Funds, and Value Fund

Kimberly E. DeDominicis, 1976

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price International

Vice President, Balanced Fund, Personal Strategy Funds, Retirement Funds, and Spectrum Funds

Patricia S. Deford, 1957

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, State Tax-Free Income Trust, Summit Municipal Funds, Tax-Free High Yield Fund, and Tax-Free Income Fund

Richard de los Reyes, 1975

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, Institutional International Funds, International Funds, New Era Fund, and Real Assets Fund

Michael Della Vedova, 1969

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; formerly Co-founder and Partner, Four Quarter Capital (to 2009)

Vice President, High Yield Fund, Institutional International Funds, and International Funds

G. Richard Dent, 1960

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, California Tax-Free Income Trust, Prime Reserve Fund, TRP Reserve Investment Funds, State Tax-Free Income Trust, Summit Funds, Summit Municipal Funds, Tax-Exempt Money Fund, Tax-Free High Yield Fund, Tax-Free Income Fund, Tax-Free Short-Intermediate Fund, and U.S. Treasury Funds

Carson R. Dickson, 1976

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA, CPA

Vice President, High Yield Fund

Jessie Q. Ding, 1981

Vice President, T. Rowe Price Group, Inc. and Price Hong Kong

Vice President, International Funds

48


  

Name, Year of Birth, and Principal Occupation(s)
During Past 5 Years

Position(s) Held With Fund(s)

Anna M. Dopkin, 1967

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International, and T. Rowe Price Trust Company; CFA

President, Capital Opportunity Fund; Executive Vice President, Institutional Equity Funds; Vice President, Balanced Fund, Diversified Small-Cap Growth Fund, and Real Estate Fund

Shawn T. Driscoll, 1975

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

President, New Era Fund; Vice President, Blue Chip Growth Fund, Growth & Income Fund, Mid-Cap Growth Fund, Real Assets Fund, and U.S. Large-Cap Core Fund

Donald J. Easley, 1971

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA

Executive Vice President, Diversified Mid-Cap Growth Fund; Vice President, Diversified Small-Cap Growth Fund, Mid-Cap Growth Fund, and Tax-Efficient Funds

Bridget A. Ebner, 1970

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, Inflation Focused Bond Fund, Institutional International Funds, International Funds, Multi-Sector Account Portfolios, and Short-Term Bond Fund

Mark J.T. Edwards, 1957

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International

Executive Vice President, Institutional International Funds and International Funds

David J. Eiswert, 1972

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price International; CFA

Executive Vice President, Institutional International Funds and International Funds; Vice President, Global Technology Fund, Media & Telecommunications Fund, and Science & Technology Fund

Henry M. Ellenbogen, 1973

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company

President, New Horizons Fund; Vice President, Global Technology Fund, International Funds, Media & Telecommunications Fund, Mid-Cap Growth Fund, and Mid-Cap Value Fund

Charles E. Emrich, 1961

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, California Tax-Free Income Trust, State Tax-Free Income Trust, Summit Municipal Funds, and Tax-Free Short-Intermediate Fund

Hugh M. Evans III, 1966

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA

Vice President, Small-Cap Stock Fund and Small-Cap Value Fund

Luis Fananas, 1971

Vice President, T. Rowe Price International; formerly Equities Research – Director, Deutsche Bank (to 2012)

Vice President, International Funds

Joseph B. Fath, 1971

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CPA

Vice President, Growth Stock Fund, Media & Telecommunications Fund, Real Estate Fund, and U.S. Large-Cap Core Fund

Roger L. Fiery III, 1959

Vice President, Price Hong Kong, Price Singapore, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International, and T. Rowe Price Trust Company; CPA

Vice President, all funds

Stephen M. Finamore, 1976

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CPA

Vice President, Financial Services Fund, Floating Rate Fund, High Yield Fund, Institutional Income Funds, and Multi-Sector Account Portfolios

Mark S. Finn, 1963

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA, CPA

President, Value Fund; Executive Vice President, Institutional Equity Funds; Vice President, Balanced Fund, Capital Appreciation Fund, Equity Income Fund, Institutional International Funds, International Funds, Mid-Cap Value Fund, New Era Fund, Personal Strategy Funds, and U.S. Large-Cap Core Fund

49


  

Name, Year of Birth, and Principal Occupation(s)
During Past 5 Years

Position(s) Held With Fund(s)

Christopher T. Fortune, 1973

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, Financial Services Fund, Small-Cap Stock Fund, and Small-Cap Value Fund

Jared S. Franz, 1977

Vice President, T. Rowe Price

Vice President, California Tax-Free Income Trust, Inflation Focused Bond Fund, Prime Reserve Fund, Real Assets Fund, TRP Reserve Investment Funds, State Tax-Free Income Trust, Summit Funds, Summit Municipal Funds, Tax-Exempt Money Fund, and U.S. Treasury Funds

Jon M. Friar, 1982

Employee, T. Rowe Price; formerly Summer Intern, T. Rowe Price (to 2011)

Vice President, Equity Income Fund and Financial Services Fund

James H. Friedland, 1970

Employee, T. Rowe Price; formerly Senior Internet Analyst and Managing Director, Cowen and Company (to 2012)

Vice President, Media & Telecommunications Fund

Melissa C. Gallagher, 1974

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International

Vice President, Health Sciences Fund and International Funds

Justin T. Gerbereux, 1975

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA

Vice President, Floating Rate Fund, High Yield Fund, Institutional Income Funds, Multi-Sector Account Portfolios, and Strategic Income Fund

John R. Gilner, 1961

Chief Compliance Officer and Vice President, T. Rowe Price; Vice President, T. Rowe Price Group, Inc. and T. Rowe Price Investment Services, Inc.

Chief Compliance Officer, all funds

David R. Giroux, 1975

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA

President, Capital Appreciation Fund; Vice President, Equity Income Fund, Floating Rate Fund, Institutional Income Funds, and Value Fund

Gregory S. Golczewski, 1966

Vice President, T. Rowe Price and T. Rowe Price Trust Company

Vice President, all funds

Vishnu Vardhan Gopal, 1979

Vice President, T. Rowe Price Group, Inc. and Price Hong Kong

Vice President, International Funds

Paul D. Greene II, 1978

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

President, Media & Telecommunications Fund; Vice President, Blue Chip Growth Fund, Capital Appreciation Fund, Equity Income Fund, Global Technology Fund, Growth Stock Fund, and Science & Technology Fund

Benjamin Griffiths, 1977

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; CFA

Vice President, International Funds

Michael J. Grogan, 1971

Vice President, T. Rowe Price and T. Rowe Price Group Inc.; CFA

Vice President, Corporate Income Fund, Inflation Focused Bond Fund, Multi-Sector Account Portfolios, New Income Fund, and Short-Term Bond Fund

M. Campbell Gunn, 1956

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International

Executive Vice President, International Funds; Vice President, Institutional International Funds

Geoffrey M. Hardin, 1971

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, Inflation Focused Bond Fund, Inflation Protected Bond Fund, New Income Fund, Short-Term Bond Fund, and U.S. Treasury Funds

Robert L. Harlow, 1986

Vice President, T. Rowe Price; CAIA, CFA

Vice President, Global Allocation Fund

Barry Henderson, 1966

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, Growth Stock Fund

50


  

Name, Year of Birth, and Principal Occupation(s)
During Past 5 Years

Position(s) Held With Fund(s)

Charles B. Hill, 1961

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA

President, Tax-Free Short-Intermediate Fund; Executive Vice President, State Tax-Free Income Trust and Summit Municipal Funds; Vice President, Inflation Focused Bond Fund, Short-Term Bond Fund, Tax-Free High Yield Fund, and Tax-Free Income Fund

Gregory K. Hinkle, 1958

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CPA

Treasurer, all funds

Ann M. Holcomb, 1972

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA

Vice President, Capital Opportunity Fund and Institutional Equity Funds

Steven C. Huber, 1958

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA, FSA

President, Strategic Income Fund; Vice President, Floating Rate Fund, Global Allocation Fund, Institutional Income Funds, Multi-Sector Account Portfolios, New Income Fund, and U.S. Bond Enhanced Index Fund

Thomas J. Huber, 1966

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA

President, Dividend Growth Fund and Growth & Income Fund; Vice President, Blue Chip Growth Fund, Equity Income Fund, and Real Estate Fund

Stefan Hubrich, 1974

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; Ph.D., CFA

Vice President, Global Allocation Fund, Institutional International Funds, International Funds, and Real Assets Fund

Rhett K. Hunter, 1977

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, Global Technology Fund, New Horizons Fund, and Science & Technology Fund

Leigh Innes, 1976

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; CFA

Executive Vice President, International Funds; Vice President, Institutional International Funds

Tetsuji Inoue, 1971

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; formerly Equity Sales, JP Morgan Chase Securities Ltd. (to 2012); Equity Specialist Technology, ICAP PLC (to 2010); and Managing Director – Financial Sector Fund Manager, North Sound Capital LLC (to 2009)

Vice President, Global Real Estate Fund and International Funds

Andrew P. Jamison, 1981

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly student, Darden Graduate School of Business Administration, University of Virginia (to 2009)

Vice President, High Yield Fund

Randal S. Jenneke, 1971

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; formerly Senior Portfolio Manager Australian Equities (to 2010)

Vice President, Institutional International Funds and International Funds

Prashant G. Jeyaganesh, 1983

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, Diversified Small-Cap Growth Fund

Dylan Jones, 1971

Vice President, T. Rowe Price; CFA

Vice President, State Tax-Free Income Trust, Summit Municipal Funds, Tax-Free High Yield Fund, and Tax-Free Short-Intermediate Fund

Nina P. Jones, 1980

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CPA

Vice President, Capital Appreciation Fund, Financial Services Fund, Global Real Estate Fund, Mid-Cap Value Fund, Real Estate Fund, and Small-Cap Value Fund

Keir R. Joyce, 1972

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA

Vice President, GNMA Fund, Inflation Focused Bond Fund, Multi-Sector Account Portfolios, Short-Term Bond Fund, and Summit Funds

51


  

Name, Year of Birth, and Principal Occupation(s)
During Past 5 Years

Position(s) Held With Fund(s)

Vidya Kadiyam, 1980

Vice President, T. Rowe Price

Vice President, Capital Appreciation Fund

Yoichiro Kai, 1973

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; formerly Japanese Financial/Real Estate Sector Analyst/Portfolio Manager, Citadel Investment Group, Asia Limited (to 2009)

Vice President, Financial Services Fund, Institutional International Funds, and International Funds

Jai Kapadia, 1982

Employee, T. Rowe Price; formerly student, MIT Sloan School of Management (to 2011); Associate Analyst, Sirios Capital Management (to 2009)

Vice President, International Funds

Paul A. Karpers, 1967

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA

Executive Vice President, Institutional Income Funds; Vice President, Balanced Fund, Corporate Income Fund, Floating Rate Fund, High Yield Fund, and Multi-Sector Account Portfolios

Andrew J. Keirle, 1974

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International

Executive Vice President, Institutional International Funds, International Funds, and Multi-Sector Account Portfolios; Vice President, Institutional Income Funds and Strategic Income Fund

Ian D. Kelson, 1956

Director and President-International Fixed Income, T. Rowe Price International; Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Executive Vice President, Institutional International Funds and International Funds; Vice President, Institutional Income Funds, Multi-Sector Account Portfolios, Personal Strategy Funds, Retirement Funds, Spectrum Funds, and Strategic Income Fund

Shinwoo Kim, 1977

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, New Era Fund

Jeremy D. Kokemor, 1982

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly Summer Intern at T. Rowe Price (to 2009); CFA

Vice President, New Era Fund

Steven D. Krichbaum, 1977

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, Capital Appreciation Fund, New Era Fund, Small-Cap Stock Fund, and Small-Cap Value Fund

Christopher J. Kushlis, 1976

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; CFA

Vice President, Institutional International Funds, International Funds, and Multi-Sector Account Portfolios

Michael Lambe, 1977

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; CFA

Vice President, Corporate Income Fund and Multi-Sector Account Portfolios

Benjamin D. Landy, 1980

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly student, University of Chicago, Booth School of Business (to 2009)

Vice President, New America Growth Fund and New Era Fund

Robert M. Larkins, 1973

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA

President, U.S. Bond Enhanced Index Fund; Vice President, Balanced Fund and Global Allocation Fund

Marcy M. Lash, 1963

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, State Tax-Free Income Trust, Summit Municipal Funds, Tax-Exempt Money Fund, Tax-Free High Yield Fund, Tax-Free Income Fund, and Tax-Free Short-Intermediate Fund

Michael M. Lasota, 1982

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, Blue Chip Growth Fund, Global Real Estate Fund, and Real Estate Fund

52


  

Name, Year of Birth, and Principal Occupation(s)
During Past 5 Years

Position(s) Held With Fund(s)

Aden Lau, 1982

Employee, T. Rowe Price; formerly student, The Wharton School, University of Pennsylvania (to 2012); Private Equity Associate – Financial Services, Stone Point Capital (to 2010); and Investment Banking Analyst – Financial Institutions Group, Credit Suisse (to 2009)

Vice President, International Funds

Mark J. Lawrence, 1970

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International

Vice President, Institutional International Funds and International Funds

David M. Lee, 1962

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA

President, Global Real Estate Fund and Real Estate Fund; Vice President, Dividend Growth Fund, Growth & Income Fund, Institutional International Funds, International Funds, and Real Assets Fund

Martin G. Lee, 1963

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, GNMA Fund, Multi-Sector Account Portfolios, Strategic Income Fund, Summit Funds, and U.S. Bond Enhanced Index Fund

Wyatt A. Lee, 1971

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA

President, Real Assets Fund; Executive Vice President, Retirement Funds; Vice President, Balanced Fund, Inflation Focused Bond Fund, and Personal Strategy Funds

Peter D. Leiser, Jr., 1966

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, U.S. Bond Enhanced Index Fund

Alan D. Levenson, 1958

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; Ph.D.

Vice President, California Tax-Free Income Trust, Corporate Income Fund, GNMA Fund, Inflation Protected Bond Fund, Multi-Sector Account Portfolios, New Income Fund, Prime Reserve Fund, TRP Reserve Investment Funds, State Tax-Free Income Trust, Summit Funds, Summit Municipal Funds, Tax-Exempt Money Fund, and U.S. Treasury Funds

John D. Linehan, 1965

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA

Executive Vice President, Institutional Equity Funds; Vice President, Capital Appreciation Fund, Equity Income Fund, U.S. Large-Cap Core Fund, and Value Fund

Patricia B. Lippert, 1953

Assistant Vice President, T. Rowe Price and T. Rowe Price Investment Services, Inc.

Secretary, all funds

R. Scott Livingston, 1979

Assistant Vice President, T. Rowe Price

Vice President, International Index Fund and Index Trust Funds

Christopher C. Loop, 1966

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International; CFA

Vice President, Institutional International Funds, International Funds, and Multi-Sector Account Portfolios

Anh Lu, 1968

Vice President, Price Hong Kong and T. Rowe Price Group, Inc.

Executive Vice President, International Funds; Vice President, Institutional International Funds

Joseph K. Lynagh, 1958

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA

President, Prime Reserve Fund, TRP Reserve Investment Funds, and Tax-Exempt Money Fund; Executive Vice President, California Tax-Free Income Trust, Short-Term Bond Fund, State Tax-Free Income Trust, Summit Funds, Summit Municipal Funds, and U.S. Treasury Funds; Vice President, Tax-Free Short-Intermediate Fund

53


  

Name, Year of Birth, and Principal Occupation(s)
During Past 5 Years

Position(s) Held With Fund(s)

Konstantine B. Mallas, 1963

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

President, Tax-Free Income Fund; Executive Vice President, California Tax-Free Income Trust, State Tax-Free Income Trust, and Summit Municipal Funds; Vice President, Tax-Free High Yield Fund and Tax-Free Short-Intermediate Fund

Sebastien Mallet, 1974

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International

Executive Vice President, Institutional International Funds; Vice President, International Funds

Robert J. Marcotte, 1962

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, Global Real Estate Fund, Mid-Cap Growth Fund, and Small-Cap Stock Fund

Jennifer Martin, 1972

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, Capital Opportunity Fund

Daniel Martino, 1974

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA

President, New America Growth Fund; Vice President, Dividend Growth Fund, Global Technology Fund, Growth & Income Fund, Growth Stock Fund, Institutional International Funds, International Funds, Mid-Cap Growth Fund, and Science & Technology Fund

Ryan Martyn, 1979

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; formerly Investment Analyst, VGI Partners (to 2009)

Vice President, International Funds and New Era Fund

George A. Marzano, 1980

Vice President, T. Rowe Price

Vice President, Blue Chip Growth Fund and U.S. Large-Cap Core Fund

Paul M. Massaro, 1975

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA

Executive Vice President, Floating Rate Fund, Institutional Income Funds, and Multi-Sector Account Portfolios; Vice President, Capital Appreciation Fund, High Yield Fund, and Strategic Income Fund

Jonathan H.W. Matthews, 1975

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; CFA

Executive Vice President, International Funds; Vice President, Institutional International Funds

Susanta Mazumdar, 1968

Vice President, Price Singapore and T. Rowe Price Group, Inc.

Executive Vice President, International Funds; Vice President, Institutional International Funds, New Era Fund, and Real Assets Fund

Andrew C. McCormick, 1960

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company

President, GNMA Fund and Summit Funds; Executive Vice President, Multi-Sector Account Portfolios; Vice President, Inflation Focused Bond Fund, Inflation Protected Bond Fund, Institutional Income Funds, New Income Fund, Short-Term Bond Fund, Strategic Income Fund, U.S. Bond Enhanced Index Fund, and U.S. Treasury Funds

Gregory A. McCrickard, 1958

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA

President, Small-Cap Stock Fund; Executive Vice President, Institutional Equity Funds; Vice President, Mid-Cap Value Fund and Small-Cap Value Fund

Ian C. McDonald, 1971

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, Financial Services Fund, Mid-Cap Value Fund, and New America Growth Fund

Michael J. McGonigle, 1966

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, Financial Services Fund, Floating Rate Fund, High Yield Fund, Institutional Income Funds, Multi-Sector Account Portfolios, and Strategic Income Fund

54


  

Name, Year of Birth, and Principal Occupation(s)
During Past 5 Years

Position(s) Held With Fund(s)

Hugh D. McGuirk, 1960

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA

President, California Tax-Free Income Trust, State Tax-Free Income Trust, and Summit Municipal Funds; Vice President, Tax-Free High Yield Fund, Tax-Free Income Fund, and Tax-Free Short-Intermediate Fund

Heather K. McPherson, 1967

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CPA

Executive Vice President, Mid-Cap Value Fund; Vice President, Capital Appreciation Fund, Global Technology Fund, New Era Fund, and Value Fund

Cheryl A. Mickel, 1967

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA

Vice President, Inflation Focused Bond Fund and Short-Term Bond Fund

Raymond A. Mills, 1960

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International, and T. Rowe Price Trust Company; Ph.D., CFA

Executive Vice President, Institutional International Funds and International Funds; Vice President, Balanced Fund, Global Real Estate Fund, and Personal Strategy Funds

Jihong Min, 1979

Employee, T. Rowe Price; formerly Financial Analyst, Geosphere Capital Management, Singapore (to 2012); and Financial Analyst, Fortress Investment Group, Hong Kong (to 2009)

Vice President, International Funds

Shalin Mody, 1980

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly student, University of Chicago, Booth School of Business (to 2009)

Vice President, Science & Technology Fund

Eric C. Moffet, 1974

Vice President, Price Hong Kong and T. Rowe Price Group, Inc.

Vice President, Global Real Estate Fund and International Funds

Samy B. Muaddi, 1984

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA

Vice President, Corporate Income Fund, International Funds, Multi-Sector Account Portfolios, and U.S. Treasury Funds

Tobias F. Mueller, 1980

Employee T. Rowe Price; formerly Intern, T. Rowe Price (to 2011); Investment Analyst, Noric Mexxanine UK Limited and Consultant, Victoria Capital Advisors LLC (to 2009)

Vice President, Global Technology Fund and Science & Technology Fund

James M. Murphy, 1967

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA

President, Tax-Free High Yield Fund; Vice President, State Tax-Free Income Trust, Summit Municipal Funds, and Tax-Free Income Fund

Linda A. Murphy, 1959

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, California Tax-Free Income Trust, State Tax-Free Income Trust, Summit Municipal Funds, and Tax-Free High Yield Fund

Sudhir Nanda, 1959

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; Ph.D., CFA

President, Diversified Small-Cap Growth Fund; Vice President, Capital Appreciation Fund, Diversified Mid-Cap Growth Fund, and Institutional International Funds

Joshua Nelson, 1977

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Executive Vice President, Institutional International Funds and International Funds

Philip A. Nestico, 1976

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, Global Real Estate Fund, International Funds, Media & Telecommunications Fund, and Real Estate Fund

Christina Ni, 1977

Vice President, T. Rowe Price; CFA, FRM

Vice President, Multi-Sector Account Portfolios

Sridhar Nishtala, 1975

Vice President, Price Singapore and T. Rowe Price Group, Inc.

Vice President, International Funds

55


  

Name, Year of Birth, and Principal Occupation(s)
During Past 5 Years

Position(s) Held With Fund(s)

Jason Nogueira, 1974

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA

Executive Vice President, Institutional International Funds and International Funds; Vice President, Health Sciences Fund and New America Growth Fund

Alexander S. Obaza, 1981

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company

Vice President, California Tax-Free income Trust, Corporate Income Fund, Multi-Sector Account Portfolios, Prime Reserve Fund, TRP Reserve Investment Funds, State Tax-Free Income Trust, Summit Funds, Summit Municipal Funds, Tax-Exempt Money Fund, and U.S. Treasury Funds

David Oestreicher, 1967

Director, Vice President, and Secretary, T. Rowe Price Investment Services, Inc., T. Rowe Price Retirement Plan Services, Inc., T. Rowe Price Services, Inc., and T. Rowe Price Trust Company; Chief Legal Officer, Vice President, and Secretary, T. Rowe Price Group; Vice President and Secretary, T. Rowe Price and T. Rowe Price International; Vice President, Price Hong Kong and Price Singapore; Secretary, T. Rowe Price Savings Bank

Vice President, all funds

Michael D. Oh, 1974

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA

Vice President, Institutional International Funds, International Funds, and Multi-Sector Account Portfolios

Kenneth A. Orchard, 1975

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; formerly Vice President, Moody’s Investors Service (to 2010)

Vice President, Institutional International Funds, International Funds, and Multi-Sector Account Portfolios

Curt J. Organt, 1968

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA

Vice President, Diversified Small-Cap Growth Fund, Media & Telecommunications Fund, New America Growth Fund, Small-Cap Stock Fund, and Small-Cap Value Fund

Paul T. O’Sullivan, 1973

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International

Vice President, International Funds

Hiroaki Owaki, 1962

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; CFA

Vice President, Global Technology Fund, International Funds, and Science & Technology Fund

Robert A. Panariello, 1983

Vice President, T. Rowe Price

Vice President, Global Allocation Fund

Gonzalo Pangaro, 1968

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; CFA

Executive Vice President, Institutional International Funds and International Funds

Miso Park, 1982

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; formerly Credit Analyst, M&G Investments (to 2010); CFA

Vice President, Corporate Income Fund and Multi-Sector Account Portfolios

Timothy E. Parker, 1974

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA

Vice President, Blue Chip Growth Fund, Capital Opportunity Fund, Diversified Mid-Cap Growth Fund, Dividend Growth Fund, Institutional International Funds, International Funds, New Horizons Fund, Real Assets Fund, Tax-Efficient Funds, and U.S. Large-Cap Core Fund

56


  

Name, Year of Birth, and Principal Occupation(s)
During Past 5 Years

Position(s) Held With Fund(s)

Viral S. Patel, 1969

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; formerly Vice President, Berstein Value Equities (to 2011)

Vice President, Global Real Estate Fund

Craig J. Pennington, 1971

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; formerly, Global Energy Analyst, Insight Investment (to 2010); CFA

Vice President, Institutional International Funds, International Funds, and New Era Fund

Charles G. Pepin, 1966

Director, T. Rowe Price Trust Company; Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, Capital Opportunity Fund and Health Sciences Fund

Donald J. Peters, 1959

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

President, Diversified Mid-Cap Growth Fund and Tax-Efficient Funds

Jason B. Polun, 1974

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA

Vice President, Capital Opportunity Fund and Financial Services Fund

Adam Poussard, 1984

Employee, T. Rowe Price; Assistant Vice President – Equity Research, Healthcare Distribution & Technology, Barclays Capital (to 2010)

Vice President, Science & Technology Fund

Austin M. Powell, 1969

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International

Vice President, International Funds

Larry J. Puglia, 1960

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA, CPA

President, Blue Chip Growth Fund; Executive Vice President, Institutional Equity Funds; Vice President, Balanced Fund, Growth Stock Fund, and Personal Strategy Funds

Robert T. Quinn, Jr., 1972

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, Capital Appreciation Fund, Capital Opportunity Fund, Dividend Growth Fund, Equity Income Fund, Growth & Income Fund, Tax-Efficient Funds, U.S. Large-Cap Core Fund, and Value Fund

Vernon A. Reid, Jr., 1954

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, Corporate Income Fund, Inflation Focused Bond Fund, Multi-Sector Account Portfolios, New Income Fund, Short-Term Bond Fund, and U.S. Treasury Funds

Michael F. Reinartz, 1973

Vice President, T. Rowe Price

Vice President, Inflation Focused Bond Fund and Short-Term Bond Fund

Frederick A. Rizzo, 1969

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International

Vice President, Financial Services Fund, Institutional International Funds, and International Funds

Theodore E. Robson, 1965

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA

Vice President, Corporate Income Fund, Multi-Sector Account Portfolios, and Real Estate Fund

Brian M. Ropp, 1969

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CPA

Vice President, Corporate Income Fund, Multi-Sector Account Portfolios, and U.S. Bond Enhanced Index Fund

Christopher J. Rothery, 1963

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International

Executive Vice President, Institutional International Funds and International Funds; Vice President, Multi-Sector Account Portfolios

Jeffrey Rottinghaus, 1970

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CPA

President, U.S. Large-Cap Core Fund; Vice President, Dividend Growth Fund and Growth & Income Fund

57


  

Name, Year of Birth, and Principal Occupation(s)
During Past 5 Years

Position(s) Held With Fund(s)

David L. Rowlett, 1975

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA

Vice President, Growth & Income Fund and Mid-Cap Growth Fund

Brian A. Rubin, 1974

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CPA

Vice President, Floating Rate Fund, High Yield Fund, Institutional Income Funds, and Multi-Sector Account Portfolios

Federico Santilli, 1974

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; CFA

Executive Vice President, Institutional International Funds and International Funds

Sebastian Schrott, 1977

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International

Vice President, Institutional International Funds and International Funds

Deborah D. Seidel, 1962

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price Investment Services, Inc., and T. Rowe Price Services, Inc.

Vice President, all funds

Rebecca L. Setcavage, 1982

Assistant Vice President, T. Rowe Price

Assistant Vice President, Inflation Protected Bond Fund and U.S. Treasury Funds

Amit Seth, 1979

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly student, Harvard Business School (to 2009)

Vice President, Blue Chip Growth Fund and Diversified Mid-Cap Growth Fund

Michael K. Sewell, 1982

Assistant Vice President, T. Rowe Price

Assistant Vice President, California Tax-Free Income Trust, State Tax-Free Income Trust, Summit Municipal Funds, Tax-Free High Yield Fund, Tax-Free Income Fund, and Tax-Free Short Intermediate Fund

Daniel O. Shackelford, 1958

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA

President, Inflation Focused Bond Fund, Inflation Protected Bond Fund, and New Income Fund; Vice President, Institutional Income Funds, Multi-Sector Account Portfolios, Real Assets Fund, Retirement Funds, Short-Term Bond Fund, Spectrum Funds, U.S. Bond Enhanced Index Fund, and U.S. Treasury Funds

Amitabh Shah, 1980

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International

Vice President, International Funds

Jeneiv Shah, 1980

Employee, T. Rowe Price; formerly Analyst, Mirae Asset Global Investments (to 2010); CFA

Vice President, International Funds

Chen Shao, 1980

Assistant Vice President, T. Rowe Price

Assistant Vice President, California Tax-Free Income Trust, Prime Reserve Fund, TRP Reserve Investment Funds, State Tax-Free Income Trust, Summit Funds, Summit Municipal Funds, Tax-Exempt Money Fund, Tax-Free High Yield Fund, Tax-Free Income Fund, Tax-Free Short-Intermediate Fund, and U.S. Treasury Funds

Robert W. Sharps, 1971

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA, CPA

Executive Vice President, Institutional Equity Funds; Vice President, Blue Chip Growth Fund, Growth Stock Fund, Institutional International Funds, International Funds, New America Growth Fund, and U.S. Large-Cap Core Fund

John C.A. Sherman, 1969

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International

Vice President, Health Sciences Fund, Institutional International Funds, and International Funds

58


  

Name, Year of Birth, and Principal Occupation(s)
During Past 5 Years

Position(s) Held With Fund(s)

Clark R. Shields, 1976

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, Mid-Cap Growth Fund, New America Growth Fund, and New Horizons Fund

Charles M. Shriver, 1967

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA

President, Balanced Fund, Global Allocation Fund, Personal Strategy Funds, and Spectrum Funds; Vice President, Real Assets Fund and Retirement Funds

Farris G. Shuggi, 1984

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, Capital Appreciation Fund

Corey D. Shull, 1983

Employee, T. Rowe Price; CFA

Vice President, Media & Telecommunications Fund

Neil Smith, 1972

Vice President, Price Hong Kong, Price Singapore, T. Rowe Price Group, Inc., and T. Rowe Price International

Executive Vice President, International Index Fund; Vice President, Index Trust

Robert W. Smith, 1961

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company

Executive Vice President, Institutional International Funds and International Funds; Vice President, Growth Stock Fund, Media & Telecommunications Fund, Personal Strategy Funds, Retirement Funds, and Spectrum Funds

Matthew J. Snowling, 1971

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly Managing Director – Specialty Finance, Citadel Securities (to 2011); Managing Director of Investment Services and Senior Vice President, Senior Analyst, Education Services Research Group (to 2011); CFA

Vice President, Financial Services Fund

Michael F. Sola, 1969

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA

Vice President, Global Technology Fund, New Horizons Fund, Science & Technology Fund, and Small-Cap Stock Fund

Gabriel Solomon, 1977

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, Capital Appreciation Fund, Capital Opportunity Fund, Dividend Growth Fund, Financial Services Fund, and Growth & Income Fund

Eunbin Song, 1980

Vice President, T. Rowe Price Group, Inc. and Price Singapore; CFA

Vice President, International Funds

Joshua K. Spencer, 1973

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA

President, Global Technology Fund; Vice President, Capital Opportunity Fund, Growth & Income Fund, Institutional International Funds, Science & Technology Fund, and Value Fund

Douglas D. Spratley, 1969

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA

Vice President, California Tax-Free Income Trust, Prime Reserve Fund, TRP Reserve Investment Funds, Short-Germ Bond Fund, State Tax-Free Income Trust, Summit Funds, Summit Municipal Funds, Tax-Exempt Money Fund, and U.S. Treasury Funds

David A. Stanley, 1963

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International

Vice President, Institutional International Funds, International Funds, Multi-Sector Account Portfolios, and Strategic Income Fund

Jonty Starbuck, 1975

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; Ph.D.

Vice President, Institutional International Funds and International Funds

Kimberly A. Stokes, 1969

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, Corporate Income Fund and Multi-Sector Account Portfolios

59


  

Name, Year of Birth, and Principal Occupation(s)
During Past 5 Years

Position(s) Held With Fund(s)

William J. Stromberg, 1960

Director and Vice President, T. Rowe Price; Vice President, Price Hong Kong, Price Singapore, T. Rowe Price Group, Inc., T. Rowe Price International, and T. Rowe Price Trust Company; CFA

Vice President, Capital Appreciation Fund, Dividend Growth Fund, and Tax-Efficient Funds

Walter P. Stuart III, 1960

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA

Vice President, Floating Rate Fund, High Yield Fund, Institutional Income Funds, Multi-Sector Account Portfolios, and Value Fund

Guido F. Stubenrauch, 1970

Vice President, T. Rowe Price

Vice President, Balanced Fund, Personal Strategy Funds, Retirement Funds, and Spectrum Funds

Taymour R. Tamaddon, 1976

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA

President, Health Sciences Fund; Vice President, Blue Chip Growth Fund, Capital Appreciation Fund, Capital Opportunity Fund, Growth Stock Fund, Institutional International Funds, International Funds, Mid-Cap Growth Fund, New America Growth Fund, New Horizons Fund, and Tax-Efficient Funds

Ju Yen Tan, 1972

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International

Vice President, Institutional Income Funds, Institutional International Funds, International Funds, Multi-Sector Account Portfolios, and Strategic Income Fund

Sin Dee Tan, 1979

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; CFA

Vice President, International Funds

Timothy G. Taylor, 1975

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA

Vice President, California Tax-Free Income Trust, State Tax-Free Income Trust, Summit Municipal Funds, Tax-Free High Yield Fund, Tax-Free Income Fund, and Tax-Free Short-Intermediate Fund

Dean Tenerelli, 1964

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International

Executive Vice President, International Funds; Vice President, Institutional International Funds

Thomas E. Tewksbury, 1961

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company

Vice President, Floating Rate Fund, High Yield Fund, Institutional Income Funds, and Multi-Sector Account Portfolios

Craig A. Thiese, 1975

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, Index Trust, International Index Fund, New America Growth Fund, and

New Era Fund

Robert D. Thomas, 1971

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; formerly Senior Vice President, Moody’s Investors Service, London (to 2011)

Vice President, Corporate Income Fund

Siby Thomas, 1979

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly student, The University of Chicago Graduate School of Business (to 2009)

Vice President, International Funds and Multi-Sector Account Portfolios

Justin Thomson, 1968

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International

Executive Vice President, International Funds; Vice President, New Horizons Fund

David A. Tiberii, 1965

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International, and T. Rowe Price Trust Company; CFA

President, Corporate Income Fund; Executive Vice President, Multi-Sector Account Portfolios; Vice President, Institutional Income Funds, New Income Fund, Strategic Income Fund, and U.S. Bond Enhanced Index Fund

60


  

Name, Year of Birth, and Principal Occupation(s)
During Past 5 Years

Position(s) Held With Fund(s)

Mitchell J.K. Todd, 1974

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International

Vice President, Financial Services Fund and International Funds

Susan G. Troll, 1966

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CPA

Vice President, Capital Appreciation Fund and Summit Funds

Ken D. Uematsu, 1969

Vice President, T. Rowe Price and T. Rowe Price Trust Company; CFA

Executive Vice President, Index Trust; Vice President, International Index Fund

Mark J. Vaselkiv, 1958

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company

President, Floating Rate Fund, High Yield Fund, and Institutional Income Funds; Executive Vice President, Multi-Sector Account Portfolios; Vice President, Personal Strategy Funds, Retirement Funds, Spectrum Funds, and Strategic Income Fund

Eric L. Veiel, 1972

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA

President, Financial Services Fund; Vice President, Capital Appreciation Fund, Capital Opportunity Fund, Dividend Growth Fund, Equity Income Fund, Growth & Income Fund, Growth Stock Fund, Institutional International Funds, International Funds, New America Growth Fund, and Value Fund

Verena E. Wachnitz, 1978

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; CFA

Vice President, International Funds

Lauren T. Wagandt, 1984

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly Product Specialist, BlueCrest Capital Management (to 2009)

Vice President, Corporate Income Fund and Multi-Sector Account Portfolios

J. David Wagner, 1974

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA

Vice President, Diversified Small-Cap Growth Fund, Institutional Equity Funds, Mid-Cap Value Fund, New Horizons Fund, Small-Cap Stock Fund, and Small-Cap Value Fund

John F. Wakeman, 1962

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Executive Vice President, Mid-Cap Growth Fund; Vice President, Diversified Mid-Cap Growth Fund and Institutional Equity Funds

David J. Wallack, 1960

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company

President, Mid-Cap Value Fund; Vice President, International Funds and New Era Fund

Julie L. Waples, 1970

Vice President, T. Rowe Price

Vice President, all funds

Hiroshi Watanabe, 1975

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; CFA

Vice President, International Funds

Thomas H. Watson, 1977

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, Global Technology Fund, New Horizons Fund, and Science & Technology Fund

Mark R. Weigman, 1962

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA, CIC

Vice President, Tax-Efficient Funds

John D. Wells, 1960

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Savings Bank

Vice President, GNMA Fund, Inflation Focused Bond Fund, Multi-Sector Account Portfolios, Short-Term Bond Fund, and Summit Funds

61


  

Name, Year of Birth, and Principal Occupation(s)
During Past 5 Years

Position(s) Held With Fund(s)

Justin P. White, 1981

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, Global Technology Fund, Growth Stock Fund, Media & Telecommunications Fund, and Science & Technology Fund

Christopher S. Whitehouse, 1972

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International

Vice President, Institutional International Funds, International Funds, and Media & Telecommunications Fund

Richard T. Whitney, 1958

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International, and T. Rowe Price Trust Company; CFA

Vice President, Balanced Fund, Global Allocation Fund, Personal Strategy Funds, Real Assets Fund, Retirement Funds, and Spectrum Funds

Edward A. Wiese, 1959

Director and Vice President, T. Rowe Price Trust Company; Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; Chief Investment Officer, Director, and Vice President, T. Rowe Price Savings Bank; CFA

President, Short-Term Bond Fund; Vice President, California Tax-Free Income Trust, Corporate Income Fund, Inflation Focused Bond Fund, Institutional Income Funds, Multi-Sector Account Portfolios, New Income Fund, Prime Reserve Fund, TRP Reserve Investment Funds, State Tax-Free Income Trust, Summit Funds, Summit Municipal Funds, Tax-Exempt Money Fund, Tax-Free Short-Intermediate Fund, and U.S. Treasury Funds

Tamara P. Wiggs, 1979

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Vice President, Capital Appreciation Fund, Financial Services Fund, and Value Fund

Clive M. Williams, 1966

Vice President, Price Hong Kong, Price Singapore, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price International

Vice President, International Funds

John M. Williams, 1982

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly Summer Analyst, The Capital Group Companies, Inc. (to 2009)

Vice President, Mid-Cap Value Fund and New Era Fund

Thea N. Williams, 1961

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company

Vice President, Corporate Income Fund, Floating Rate Fund, High Yield Fund, Institutional Income Funds, and Multi-Sector Account Portfolios

J. Zachary Wood, 1972

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA

Vice President, Index Trust and International Index Fund

Jon Davis Wood, 1979

Employee, T. Rowe Price; formerly Senior Vice President and Senior Research Analyst, Jeffries & Company, Inc. (to 2013); Senior Equity Analyst, Bank of America Merrill Lynch (to 2009); CFA

Vice President, Health Sciences Fund

J. Howard Woodward, 1974

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; CFA

Vice President, Corporate Income Fund, Institutional International Funds, International Funds, and Multi-Sector Account Portfolios

Rouven J. Wool-Lewis, 1973

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; Ph.D.; formerly Vice President of Corporate Strategy, UnitedHealth Group (to 2011); Associate Analyst, Oppenheimer & Company (to 2009)

Vice President, Diversified Mid-Cap Growth Fund and Health Sciences Fund

Zhen Xia, 1987

Assistant Vice President, T. Rowe Price

Vice President, U.S. Bond Enhanced Index Fund; Assistant Vice President, Corporate Income Fund

John Xie, 1980

Employee, T. Rowe Price; formerly Senior Associate, The Boston Consulting Group (to 2010); CFA

Vice President, International Funds

62


  

Name, Year of Birth, and Principal Occupation(s)
During Past 5 Years

Position(s) Held With Fund(s)

Marta Yago, 1977

Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International

Vice President, Global Real Estate Fund and International Funds

Ernest C. Yeung, 1979

Vice President, Price Hong Kong and T. Rowe Price Group, Inc.; CFA

Vice President, Institutional International Funds, International Funds, and Media & Telecommunications Fund

Alison Mei Ling Yip, 1966

Vice President, Price Hong Kong and T. Rowe Price Group, Inc.

Vice President, Global Technology Fund, International Funds, and Science & Technology Fund

Christopher Yip, 1975

Vice President, Price Hong Kong and T. Rowe Price Group, Inc.; CFA

Vice President, International Funds

Wenli Zheng, 1979

Vice President, Price Hong Kong and T. Rowe Price Group, Inc.

Vice President, International Funds and Media & Telecommunications Fund

Directors’ Compensation

The following tables show remuneration paid by the Price Funds to the independent directors and Advisory Board members. The independent directors are paid $250,000 for their service on the Boards. The Lead Independent Director receives an additional $100,000 annually for serving in this capacity. An independent director serving on the Joint Audit Committee receives an additional $9,000 for his/her service and the chairman of the Joint Audit Committee receives an additional $18,000 for his/her service. Members of the Advisory Board that has been established with respect to the domestic fixed income Price Funds are paid the same compensation as the domestic fixed income Price Funds’ independent directors.

Officers of the funds and directors of the funds who are employees of T. Rowe Price or its affiliates (inside directors) do not receive any remuneration from the funds. In addition, the funds do not pay pension or retirement benefits to any of their directors or officers. The following table shows the total compensation from all of the Price Funds that was paid to the directors for the calendar year 2012:

  

Directors

Total Compensation

Brody

$250,000

Casey(a)

262,000

Deering (Lead)

359,000

Dick

250,000

Gerrard

169,667

Horn

250,000

Rodgers

250,000

Rouse

166,667

Schreiber

259,000

Tercek

262,000

(a) Retired on December 31, 2012

63


The following table shows the amounts paid by each fund to the directors and Advisory Board members, if applicable, based on accrued compensation for the calendar year 2012:

           

Fund

Aggregate Compensation From Fund

Brody

Casey*

Deering

Dick

Gerrard

Horn

Rodgers

Rouse

Schreiber

Tercek

Africa & Middle East

$599

$629

$860

$599

$386

$599

$599

$379

$621

$628

Balanced

2,476

2,594

3,556

2,476

1,750

2,476

2,476

1,719

2,565

2,596

Blue Chip Growth

4,584

4,812

6,582

4,584

2,887

4,584

4,584

2,836

4,749

4,800

California Tax-Free Bond

745

781

1,070

745

494

745

745

485

772

780

California Tax-Free Money

560

588

805

560

357

560

560

351

580

587

Capital Appreciation

4,584

4,812

6,582

4,584

2,887

4,584

4,584

2,836

4,749

4,800

Capital Opportunity

724

759

1,040

724

483

724

724

474

750

759

Corporate Income

890

932

1,278

890

603

890

890

592

922

932

Diversified Mid-Cap Growth

627

658

901

627

407

627

627

399

650

657

Diversified Small-Cap Growth

657

688

943

657

434

657

657

426

681

689

Dividend Growth

2,023

2,118

2,905

2,023

1,439

2,023

2,023

1,414

2,096

2,121

Emerging Europe

771

809

1,108

771

504

771

771

496

799

808

Emerging Markets Bond

2,628

2,749

3,774

2,628

1,892

2,628

2,628

1,859

2,723

2,756

Emerging Markets Corporate Bond

284

292

407

284

289

284

284

284

294

300

Emerging Markets Corporate Multi-Sector Account Portfolio

0

0

0

0

0

0

0

0

0

0

Emerging Markets Local Currency Bond

538

564

772

538

342

538

538

336

557

563

Emerging Markets Local Multi-Sector Account Portfolio

0

0

0

0

0

0

0

0

0

0

Emerging Markets Stock

4,128

4,324

5,928

4,128

2,887

4,128

4,128

2,836

4,277

4,328

Equity Income

4,584

4,812

6,582

4,584

2,887

4,584

4,584

2,836

4,749

4,800

Equity Index 500

4,584

4,812

6,582

4,584

2,887

4,584

4,584

2,836

4,749

4,800

European Stock

921

965

1,322

921

616

921

921

605

954

965

Extended Equity Market Index

750

787

1,077

750

496

750

750

487

777

786

Financial Services

699

733

1,004

699

461

699

699

452

724

732

Floating Rate

544

571

781

544

354

544

544

348

564

570

Floating Rate Multi-Sector Account Portfolio

0

0

0

0

0

0

0

0

0

0

Georgia Tax-Free Bond

642

674

922

642

419

642

642

411

665

673

Global Allocation(a)

3

4

3

3

3

3

3

3

3

Global Infrastructure

535

561

768

535

339

535

535

333

554

560

Global Large-Cap Stock

548

575

786

548

349

548

548

343

567

573

Global Real Estate

553

580

794

553

357

553

553

350

573

580

Global Stock

842

883

1,209

842

550

842

842

540

872

881

Global Technology

907

951

1,303

907

621

907

907

610

940

951

GNMA

1,595

1,672

2,291

1,595

1,109

1,595

1,595

1,090

1,653

1,672

TRP Government Reserve Investment

1,373

1,438

1,972

1,373

970

1,373

1,373

953

1,423

1,440

64


           

Fund

Aggregate Compensation From Fund

Brody

Casey*

Deering

Dick

Gerrard

Horn

Rodgers

Rouse

Schreiber

Tercek

Growth & Income

1,209

1,268

1,737

1,209

827

1,209

1,209

812

1,253

1,267

Growth Stock

4,584

4,812

6,582

4,584

2,887

4,584

4,584

2,836

4,749

4,800

Health Sciences

3,069

3,205

4,407

3,069

2,295

3,069

3,069

2,252

3,179

3,221

High Yield

4,577

4,805

6,573

4,577

2,887

4,577

4,577

2,836

4,742

4,793

High Yield Multi-Sector Account Portfolio

0

0

0

0

0

0

0

0

0

0

Inflation Focused Bond

2,577

2,696

3,700

2,577

1,862

2,577

2,577

1,829

2,669

2,702

Inflation Protected Bond

841

882

1,208

841

566

841

841

556

871

881

Institutional Africa & Middle East

592

621

850

592

382

592

592

376

613

620

Institutional Concentrated International Equity

514

539

738

514

324

514

514

318

532

538

Institutional Core Plus

625

656

898

625

407

625

625

400

648

655

Institutional Emerging Markets Bond

653

685

938

653

427

653

653

419

677

684

Institutional Emerging Markets Equity

1,046

1,095

1,501

1,046

711

1,046

1,046

699

1,083

1,096

Institutional Floating Rate

1,698

1,777

2,438

1,698

1,196

1,698

1,698

1,175

1,759

1,781

Institutional Global Equity

606

636

870

606

389

606

606

382

628

635

Institutional Global Large-Cap Equity

549

576

789

549

351

549

549

345

569

575

Institutional Global Value Equity

199

202

286

199

205

199

199

199

206

212

Institutional High Yield

2,035

2,131

2,923

2,035

1,466

2,035

2,035

1,441

2,109

2,134

Institutional International Bond

602

632

865

602

387

602

602

381

624

631

Institutional International Core Equity

540

566

775

540

348

540

540

342

559

565

Institutional International Growth Equity

555

583

797

555

355

555

555

348

575

582

Institutional Large-Cap Core Growth

740

775

1,062

740

499

740

740

490

767

776

Institutional Large-Cap Growth

3,392

3,541

4,871

3,392

2,611

3,392

3,392

2,563

3,514

3,562

Institutional Large-Cap Value

1,027

1,075

1,475

1,027

707

1,027

1,027

695

1,064

1,077

Institutional Long Duration Credit(b)

2

2

2

2

2

2

2

2

2

Institutional Mid-Cap Equity Growth

2,144

2,243

3,079

2,144

1,596

2,144

2,144

1,569

2,221

2,249

Institutional Small-Cap Stock

1,009

1,056

1,449

1,009

697

1,009

1,009

684

1,045

1,058

Institutional U.S. Structured Research

842

884

1,210

842

561

842

842

551

873

883

International Bond

3,656

3,831

5,250

3,656

2,562

3,656

3,656

2,518

3,788

3,831

International Discovery

2,054

2,150

2,949

2,054

1,456

2,054

2,054

1,431

2,128

2,153

International Equity Index

728

763

1,045

728

478

728

728

469

754

763

International Growth & Income

3,582

3,744

5,143

3,582

2,612

3,582

3,582

2,564

3,710

3,758

International Stock

4,404

4,619

6,324

4,404

2,887

4,404

4,404

2,836

4,562

4,613

Investment-Grade Corporate Multi-Sector Account Portfolio

0

0

0

0

0

0

0

0

0

0

65


           

Fund

Aggregate Compensation From Fund

Brody

Casey*

Deering

Dick

Gerrard

Horn

Rodgers

Rouse

Schreiber

Tercek

Japan

611

641

878

611

392

611

611

385

633

640

Latin America

1,688

1,771

2,424

1,688

1,119

1,688

1,688

1,100

1,748

1,768

Maryland Short-Term Tax-Free Bond

648

680

930

648

419

648

648

412

671

679

Maryland Tax-Free Bond

1,740

1,822

2,498

1,740

1,220

1,740

1,740

1,199

1,802

1,824

Maryland Tax-Free Money

588

617

844

588

375

588

588

369

609

615

Media & Telecommunications

1,840

1,926

2,642

1,840

1,309

1,840

1,840

1,286

1,906

1,929

Mid-Cap Growth

4,584

4,812

6,582

4,584

2,887

4,584

4,584

2,836

4,749

4,800

Mid-Cap Value

4,578

4,806

6,575

4,578

2,887

4,578

4,578

2,836

4,743

4,794

Mortgage-Backed Securities Multi-Sector Account Portfolio

0

0

0

0

0

0

0

0

0

0

New America Growth

2,512

2,628

3,608

2,512

1,834

2,512

2,512

1,801

2,603

2,635

New Asia

3,043

3,184

4,370

3,043

2,183

3,043

3,043

2,144

3,152

3,191

New Era

3,253

3,409

4,671

3,253

2,224

3,253

3,253

2,186

3,370

3,409

New Horizons

4,569

4,796

6,651

4,569

2,887

4,569

4,569

2,836

4,733

4,784

New Income

4,584

4,812

6,582

4,584

2,887

4,584

4,584

2,836

4,749

4,800

New Jersey Tax-Free Bond

679

713

976

679

446

679

679

438

704

712

New York Tax-Free Bond

760

797

1,092

760

505

760

760

497

787

796

New York Tax-Free Money

561

589

805

561

357

561

561

350

581

587

Overseas Stock

3,203

3,348

4,600

3,203

2,340

3,203

3,203

2,297

3,319

3,362

Personal Strategy Balanced

1,504

1,576

2,160

1,504

1,033

1,504

1,504

1,015

1,558

1,576

Personal Strategy Growth

1,197

1,254

1,719

1,197

816

1,197

1,197

801

1,240

1,254

Personal Strategy Income

1,136

1,191

1,632

1,136

778

1,136

1,136

764

1,177

1,191

Prime Reserve

3,985

4,175

5,722

3,985

2,807

3,985

3,985

2,759

4,128

4,177

Real Assets

1,758

1,833

2,525

1,758

1,459

1,758

1,758

1,433

1,822

1,848

Real Estate

2,620

2,741

3,762

2,620

1,913

2,620

2,620

1,879

2,714

2,748

TRP Reserve Investment

4,584

4,812

6,582

4,584

2,887

4,584

4,584

2,836

4,749

4,800

Retirement 2005

1,289

1,351

1,851

1,289

887

1,289

1,289

872

1,335

1,351

Retirement 2010

3,980

4,169

5,715

3,980

2,823

3,980

3,980

2,774

4,123

4,172

Retirement 2015

4,218

4,419

6,057

4,218

2,887

4,218

4,218

2,836

4,370

4,421

Retirement 2020

4,584

4,812

6,582

4,584

2,887

4,584

4,584

2,836

4,749

4,800

Retirement 2025

4,413

4,628

6,337

4,413

2,887

4,413

4,413

2,836

4,572

4,623

Retirement 2030

4,584

4,812

6,582

4,584

2,887

4,584

4,584

2,836

4,749

4,800

Retirement 2035

3,913

4,093

5,619

3,913

2,846

3,913

3,913

2,795

4,054

4,105

Retirement 2040

4,416

4,632

6,341

4,416

2,887

4,416

4,416

2,836

4,575

4,626

Retirement 2045

2,349

2,457

3,373

2,349

1,699

2,349

2,349

1,668

2,434

2,464

Retirement 2050

1,621

1,695

2,327

1,621

1,161

1,621

1,621

1,140

1,679

1,700

Retirement 2055

767

804

1,101

767

517

767

767

508

795

804

Retirement Income

2,156

2,258

3,097

2,156

1,529

2,156

2,156

1,502

2,234

2,261

Science & Technology

2,217

2,326

3,183

2,217

1,512

2,217

2,217

1,487

2,297

2,322

Short-Term Bond

4,054

4,244

5,822

4,054

2,887

4,054

4,054

2,836

4,200

4,251

66


           

Fund

Aggregate Compensation From Fund

Brody

Casey*

Deering

Dick

Gerrard

Horn

Rodgers

Rouse

Schreiber

Tercek

Short-Term Government Reserve(c)

171

246

171

171

171

171

171

177

177

Short-Term Reserve(c)

2,222

3,191

2,222

2,222

2,222

2,222

2,222

2,302

2,302

Small-Cap Stock

4,288

4,494

6,157

4,288

2,887

4,288

4,288

2,836

4,442

4,493

Small-Cap Value

4,343

4,554

6,237

4,343

2,887

4,343

4,343

2,836

4,500

4,551

Spectrum Growth

2,459

2,577

3,532

2,459

1,721

2,459

2,459

1,692

2,548

2,578

Spectrum Income

4,135

4,330

5,937

4,135

2,887

4,135

4,135

2,836

4,283

4,334

Spectrum International

922

966

1,324

922

625

922

922

614

955

967

Strategic Income

666

699

957

666

437

666

666

429

690

698

Summit Cash Reserves

3,995

4,186

5,737

3,995

2,785

3,995

3,995

2,736

4,139

4,187

Summit GNMA

643

675

924

643

420

643

643

412

666

674

Summit Municipal Income

935

979

1,342

935

641

935

935

630

968

980

Summit Municipal Intermediate

1,790

1,874

2,570

1,790

1,264

1,790

1,790

1,242

1,854

1,877

Summit Municipal Money Market

631

663

907

631

407

631

631

400

654

661

Target Retirement 2005(d)

16

23

16

17

16

16

16

17

17

Target Retirement 2010(d)

16

23

16

17

16

16

16

17

17

Target Retirement 2015(d)

16

23

16

17

16

16

16

17

17

Target Retirement 2020(d)

16

23

16

17

16

16

16

17

17

Target Retirement 2025(d)

16

23

16

17

16

16

16

17

17

Target Retirement 2030(d)

16

23

16

17

16

16

16

17

17

Target Retirement 2035(d)

16

23

16

17

16

16

16

17

17

Target Retirement 2040(d)

16

23

16

17

16

16

16

17

17

Target Retirement 2045(d)

16

23

16

17

16

16

16

17

17

Target Retirement 2050(d)

16

23

16

17

16

16

16

17

17

Target Retirement 2055(d)

16

23

16

17

16

16

16

17

17

Tax-Efficient Equity

566

594

813

566

362

566

566

356

586

593

Tax-Exempt Money

1,049

1,100

1,506

1,049

700

1,049

1,049

688

1,086

1,098

Tax-Free High Yield

1,848

1,934

2,654

1,848

1,332

1,848

1,848

1,309

1,915

1,939

Tax-Free Income

2,325

2,435

3,338

2,325

1,635

2,325

2,325

1,606

2,408

2,437

Tax-Free Short-Intermediate

1,607

1,683

2,308

1,607

1,135

1,607

1,607

1,115

1,665

1,685

Tax-Free Ultra Short-Term Bond

0

0

0

0

0

0

0

0

0

0

Total Equity Market Index

885

928

1,271

885

596

885

885

585

917

927

U.S. Bond Enhanced Index

1,122

1,179

1,612

1,122

739

1,122

1,122

727

1,163

1,175

U.S. Large-Cap Core

535

562

769

535

340

535

535

334

555

561

U.S. Treasury Intermediate

849

890

1,219

849

577

849

849

567

880

890

U.S. Treasury Long-Term

815

853

1,170

815

554

815

815

544

844

854

U.S. Treasury Money

1,659

1,739

2,383

1,659

1,143

1,659

1,659

1,123

1,719

1,739

67


           

Fund

Aggregate Compensation From Fund

Brody

Casey*

Deering

Dick

Gerrard

Horn

Rodgers

Rouse

Schreiber

Tercek

Ultra Short-Term Bond

45

45

64

45

46

45

45

45

46

48

Value

4,584

4,812

6,582

4,584

2,887

4,584

4,584

2,836

4,749

4,800

Virginia Tax-Free Bond

1,093

1,146

1,570

1,093

749

1,093

1,093

735

1,132

1,146

* Retired on December 31, 2012.

(a) Estimated for the period May 29, 2013, through December 31, 2013.

(b) Estimated for the period June 4, 2013, through December 31, 2013.

(c) Estimated for the period January 15, 2013, through December 31, 2013.

(d) Estimated for the period August 20, 2013, through December 31, 2013.

Directors’ Holdings in the Price Funds

The following tables set forth the Price Fund holdings of the current independent and inside directors, as of December 31, 2012, unless otherwise indicated.

          

Aggregate
Holdings,
All Funds

Independent Directors

Brody

Deering

Dick

Gerrard

Horn

Rouse

Rodgers

Schreiber

Tercek

over $100,000

over $100,000

over $100,000

over $100,000

over $100,000

None

over $100,000

over $100,000

None

Africa & Middle East

None

None

None

None

None

None

over $100,000

None

None

Balanced

None

None

$50,001-$100,000

None

None

None

over $100,000

None

None

Blue Chip Growth

None

None

$10,001-$50,000

None

None

None

None

over $100,000

None

Blue Chip Growth Fund–Advisor Class

None

None

None

None

None

None

None

None

None

Blue Chip Growth Fund–R Class

None

None

None

None

None

None

None

None

None

California Tax-Free Bond

None

None

None

None

None

None

None

None

None

California Tax-Free Money

None

None

None

None

None

None

None

None

None

Capital Appreciation

None

None

over $100,000

$10,001-$50,000

None

None

over $100,000

None

None

Capital Appreciation Fund–Advisor Class

None

None

None

None

None

None

None

None

None

Capital Opportunity

None

None

None

None

None

None

None

None

None

Capital Opportunity Fund–Advisor Class

None

None

None

None

None

None

None

None

None

Capital Opportunity Fund–R Class

None

None

None

None

None

None

None

None

None

Corporate Income

None

None

None

None

None

None

None

None

None

Diversified Mid-Cap Growth

None

None

None

None

None

None

over $100,000

None

None

Diversified Small-Cap Growth

None

None

None

None

None

None

None

None

None

Dividend Growth

None

None

$50,001-$100,000

None

None

None

None

None

None

Dividend Growth Fund–Advisor Class

None

None

None

None

None

None

None

None

None

Emerging Europe

None

None

None

None

None

None

None

None

None

Emerging Markets Bond

None

None

None

None

None

None

over $100,000

None

None

Emerging Markets Corporate Bond

None

None

None

None

None

None

None

None

None

68


          

Aggregate
Holdings,
All Funds

Independent Directors

Brody

Deering

Dick

Gerrard

Horn

Rouse

Rodgers

Schreiber

Tercek

over $100,000

over $100,000

over $100,000

over $100,000

over $100,000

None

over $100,000

over $100,000

None

Emerging Markets Corporate Bond–Advisor Class

None

None

None

None

None

None

None

None

None

Emerging Markets Corporate Multi-Sector Account Portfolio

None

None

None

None

None

None

None

None

None

Emerging Markets Local Currency Bond

None

None

None

None

None

None

None

None

None

Emerging Markets Local Currency Bond Fund–Advisor Class

None

None

None

None

None

None

None

None

None

Emerging Markets Local Multi-Sector Account Portfolio

None

None

None

None

None

None

None

None

None

Emerging Markets Stock

None

over $100,000

None

None

None

None

over $100,000

None

None

Equity Income

$50,001-$100,000

over $100,000

over $100,000

None

None

None

None

None

None

Equity Income Fund–Advisor Class

None

None

None

None

None

None

None

None

None

Equity Income Fund–R Class

None

None

None

None

None

None

None

None

None

Equity Index 500

None

None

None

None

None

None

None

None

None

European Stock

None

None

None

None

None

None

None

None

None

Extended Equity Market Index

None

None

None

None

None

None

$10,001-$50,000

None

None

Financial Services

None

None

None

None

None

None

None

None

None

Floating Rate

None

None

None

None

None

None

None

None

None

Floating Rate Fund–Advisor Class

None

None

None

None

None

None

None

None

None

Floating Rate Multi-Sector Account Portfolio

None

None

None

None

None

None

None

None

None

Georgia Tax-Free Bond

None

None

None

None

None

None

None

None

None

Global Infrastructure

None

None

None

None

None

None

over $100,000

None

None

Global Infrastructure Fund–Advisor Class

None

None

None

None

None

None

None

None

None

Global Large-Cap Stock

None

None

None

None

None

None

None

None

None

Global Large-Cap Stock Fund–Advisor Class

None

None

None

None

None

None

None

None

None

Global Real Estate

None

None

None

$10,001-$50,000

None

None

None

None

None

Global Real Estate Fund–Advisor Class

None

None

None

None

None

None

None

None

None

Global Stock

None

over $100,000

over $100,000

None

None

None

None

None

None

Global Stock Fund–Advisor Class

None

None

None

None

None

None

None

None

None

Global Technology

None

over $100,000

None

$10,001-$50,000

None

None

over $100,000

None

None

69


          

Aggregate
Holdings,
All Funds

Independent Directors

Brody

Deering

Dick

Gerrard

Horn

Rouse

Rodgers

Schreiber

Tercek

over $100,000

over $100,000

over $100,000

over $100,000

over $100,000

None

over $100,000

over $100,000

None

GNMA

None

None

None

None

None

None

None

over $100,000

None

TRP Government Reserve Investment

None

None

None

None

None

None

None

None

None

Growth & Income

None

None

$1-$10,000

None

None

None

None

over $100,000

None

Growth Stock

None

None

over $100,000

None

None

None

over $100,000

None

None

Growth Stock Fund–Advisor Class

None

None

None

None

None

None

None

None

None

Growth Stock Fund–R Class

None

None

None

None

None

None

None

None

None

Health Sciences

None

None

over $100,000

None

None

None

over $100,000

None

None

High Yield

None

None

over $100,000

None

None

None

over $100,000

over $100,000

None

High Yield Fund–Advisor Class

None

None

None

None

None

None

None

None

None

High Yield Multi-Sector Account Portfolio

None

None

None

None

None

None

None

None

None

Inflation Focused Bond

None

None

None

None

None

None

None

None

None

Inflation Protected Bond

None

None

over $100,000

None

None

None

None

None

None

Institutional Africa & Middle East

None

None

None

None

None

None

None

None

None

Institutional Concentrated International Equity

None

None

None

None

None

None

None

None

None

Institutional Core Plus

None

None

None

None

None

None

None

None

None

Institutional Core Plus Fund-F Class

None

None

None

None

None

None

None

None

None

Institutional Emerging Markets Bond

None

None

None

None

None

None

None

None

None

Institutional Emerging Markets Equity

None

None

None

None

None

None

None

None

None

Institutional Floating Rate

None

over $100,000

None

None

None

None

None

None

None

Institutional Floating Rate Fund-F Class

None

None

None

None

None

None

None

None

None

Institutional Global Equity

None

None

None

None

None

None

None

None

None

Institutional Global Large-Cap Equity

None

None

None

None

None

None

None

None

None

Institutional Global Value Equity

None

None

None

None

None

None

None

None

None

Institutional High Yield

None

None

None

None

None

None

None

None

None

Institutional International Bond

None

None

None

None

None

None

None

None

None

Institutional International Core Equity

None

None

None

None

None

None

None

None

None

70


          

Aggregate
Holdings,
All Funds

Independent Directors

Brody

Deering

Dick

Gerrard

Horn

Rouse

Rodgers

Schreiber

Tercek

over $100,000

over $100,000

over $100,000

over $100,000

over $100,000

None

over $100,000

over $100,000

None

Institutional International Growth Equity

None

None

None

None

None

None

None

None

None

Institutional Large-Cap Core Growth

None

None

None

None

None

None

None

None

None

Institutional Large-Cap Growth

None

None

None

None

None

None

None

None

None

Institutional Large-Cap Value

None

None

None

None

None

None

None

None

None

Institutional Mid-Cap Equity Growth

None

None

None

None

None

None

None

None

None

Institutional Small-Cap Stock

None

None

None

None

None

None

None

None

None

Institutional U.S. Structured Research

None

None

None

None

None

None

None

None

None

International Bond

None

None

None

None

None

None

None

None

None

International Bond Fund–Advisor Class

None

None

None

None

None

None

None

None

None

International Discovery

None

None

None

None

None

None

None

None

None

International Equity Index

None

None

None

None

None

None

None

None

None

International Growth & Income

None

None

None

None

None

None

None

None

None

International Growth & Income Fund–Advisor Class

None

None

None

None

None

None

None

None

None

International Growth & Income Fund–R Class

None

None

None

None

None

None

None

None

None

International Stock

None

None

None

None

None

None

None

None

None

International Stock Fund–Advisor Class

None

None

None

None

None

None

None

None

None

International Stock Fund–R Class

None

None

None

None

None

None

None

None

None

Investment Grade Multi-Sector Account Portfolio

None

None

None

None

None

None

None

None

None

Japan

None

None

None

None

None

None

None

over $100,000

None

Latin America

None

over $100,000

None

None

None

None

over $100,000

over $100,000

None

Maryland Short-Term Tax-Free Bond

None

None

None

None

None

None

None

None

None

Maryland Tax-Free Bond

None

None

None

None

None

None

None

None

None

Maryland Tax-Free Money

None

None

None

None

None

None

None

None

None

Media &

Telecommunications

None

None

None

None

None

None

None

None

None

Mid-Cap Growth

None

None

None

None

None

None

over $100,000

None

None

Mid-Cap Growth Fund–Advisor Class

None

None

None

$10,001-$50,000

None

None

None

None

None

Mid-Cap Growth Fund–R Class

None

None

None

None

None

None

None

None

None

Mid-Cap Value

None

None

None

None

None

None

None

None

None

71


          

Aggregate
Holdings,
All Funds

Independent Directors

Brody

Deering

Dick

Gerrard

Horn

Rouse

Rodgers

Schreiber

Tercek

over $100,000

over $100,000

over $100,000

over $100,000

over $100,000

None

over $100,000

over $100,000

None

Mid-Cap Value Fund–Advisor Class

None

None

None

None

None

None

None

None

None

Mid-Cap Value Fund–R Class

None

None

None

None

None

None

None

None

None

Mortgage-Backed Securities Multi-Sector Account Portfolio

None

None

None

None

None

None

None

None

None

New America Growth

None

None

None

None

None

None

$1-$10,000

None

None

New America Growth Fund–Advisor Class

None

None

None

None

None

None

None

None

None

New Asia

None

None

None

None

None

None

None

None

None

New Era

None

None

None

None

None

None

over $100,000

None

None

New Horizons

$50,001-$100,000

None

None

$10,001-$50,000

None

None

None

None

None

New Income

None

None

None

None

None

None

None

over $100,000

None

New Income Fund–Advisor Class

None

None

None

None

None

None

None

None

None

New Income Fund–R Class

None

None

None

None

None

None

None

None

None

New Jersey Tax-Free Bond

None

None

None

None

None

None

None

None

None

New York Tax-Free Bond

None

None

None

None

None

None

None

None

None

New York Tax-Free Money

None

None

None

None

None

None

None

None

None

Overseas Stock

None

None

None

None

None

None

None

None

None

Personal Strategy Balanced

None

None

None

None

None

None

None

None

None

Personal Strategy Growth

None

None

None

None

None

None

None

None

None

Personal Strategy Income

None

None

None

None

None

None

None

None

None

Prime Reserve

None

None

None

$50,001-$100,000

None

None

over $100,000

$10,001-$50,000

None

Real Assets

None

None

None

None

None

None

None

None

None

Real Estate

None

None

None

None

None

None

over $100,000

None

None

Real Estate Fund–Advisor Class

None

None

None

None

None

None

None

None

None

TRP Reserve Investment

None

None

None

None

None

None

None

None

None

Retirement 2005

None

None

None

None

None

None

None

None

None

Retirement 2005 Fund–Advisor Class

None

None

None

None

None

None

None

None

None

Retirement 2005 Fund–R Class

None

None

None

None

None

None

None

None

None

Retirement 2010

None

None

None

None

None

None

None

None

None

Retirement 2010 Fund–Advisor Class

None

None

None

None

None

None

None

None

None

Retirement 2010 Fund–R Class

None

None

None

None

None

None

None

None

None

72


          

Aggregate
Holdings,
All Funds

Independent Directors

Brody

Deering

Dick

Gerrard

Horn

Rouse

Rodgers

Schreiber

Tercek

over $100,000

over $100,000

over $100,000

over $100,000

over $100,000

None

over $100,000

over $100,000

None

Retirement 2015

None

None

None

None

over $100,000

None

None

None

None

Retirement 2015 Fund–Advisor Class

None

None

None

None

None

None

None

None

None

Retirement 2015 Fund–R Class

None

None

None

None

None

None

None

None

None

Retirement 2020

over $100,000

None

None

$50,001-$100,000

over $100,000

None

None

None

None

Retirement 2020 Fund–Advisor Class

None

None

None

None

None

None

None

None

None

Retirement 2020 Fund–R Class

None

None

None

None

None

None

None

None

None

Retirement 2025

None

None

None

None

None

None

None

None

None

Retirement 2025 Fund–Advisor Class

None

None

None

None

None

None

None

None

None

Retirement 2025 Fund–R Class

None

None

None

None

None

None

None

None

None

Retirement 2030

None

None

None

None

None

None

None

None

None

Retirement 2030 Fund–Advisor Class

None

None

None

None

None

None

None

None

None

Retirement 2030 Fund–R Class

None

None

None

None

None

None

None

None

None

Retirement 2035

None

None

None

None

None

None

None

None

None

Retirement 2035 Fund–Advisor Class

None

None

None

None

None

None

None

None

None

Retirement 2035 Fund–R Class

None

None

None

None

None

None

None

None

None

Retirement 2040

None

None

None

None

None

None

None

None

None

Retirement 2040 Fund–Advisor Class

None

None

None

None

None

None

None

None

None

Retirement 2040 Fund–R Class

None

None

None

None

None

None

None

None

None

Retirement 2045

None

None

None

None

None

None

None

None

None

Retirement 2045 Fund–Advisor Class

None

None

None

None

None

None

None

None

None

Retirement 2045 Fund–R Class

None

None

None

None

None

None

None

None

None

Retirement 2050

None

None

None

None

None

None

None

None

None

Retirement 2050 Fund–Advisor Class

None

None

None

None

None

None

None

None

None

Retirement 2050 Fund–R Class

None

None

None

None

None

None

None

None

None

Retirement 2055

None

None

None

None

None

None

None

None

None

Retirement 2055 Fund–Advisor Class

None

None

None

None

None

None

None

None

None

Retirement 2055 Fund–R Class

None

None

None

None

None

None

None

None

None

Retirement Income

None

None

None

None

None

None

None

None

None

Retirement Income Fund–Advisor Class

None

None

None

None

None

None

None

None

None

Retirement Income Fund–R Class

None

None

None

None

None

None

None

None

None

Science & Technology

None

None

$1-$10,000

None

None

None

$50,001-$100,000

None

None

Science & Technology Fund–Advisor Class

None

None

None

None

None

None

None

None

None

73


          

Aggregate
Holdings,
All Funds

Independent Directors

Brody

Deering

Dick

Gerrard

Horn

Rouse

Rodgers

Schreiber

Tercek

over $100,000

over $100,000

over $100,000

over $100,000

over $100,000

None

over $100,000

over $100,000

None

Short-Term Bond

None

None

over $100,000

None

None

None

None

over $100,000

None

Short-Term Bond Fund–Advisor Class

None

None

None

None

None

None

None

None

None

Short-Term Government Reserve

None

None

None

None

None

None

None

None

None

Short-Term Reserve

None

None

None

None

None

None

None

None

None

Small-Cap Stock

None

None

None

$10,001-$50,000

None

None

over $100,000

None

None

Small-Cap Stock Fund–Advisor Class

None

None

None

None

None

None

None

None

None

Small-Cap Value

None

None

None

None

None

None

$10,001-$50,000

None

None

Small-Cap Value Fund–Advisor Class

None

None

None

None

None

None

None

None

None

Spectrum Growth

None

None

None

None

None

None

$10,001-$50,000

None

None

Spectrum Income

None

None

None

$10,001-$50,000

None

None

None

None

None

Spectrum International

None

None

None

None

None

None

None

None

None

Strategic Income

None

None

None

None

None

None

None

None

None

Strategic Income Fund–Advisor Class

None

None

None

None

None

None

None

None

None

Summit Cash Reserves

None

None

over $100,000

None

$10,001-$50,000

None

None

$1-$10,000

None

Summit GNMA

None

None

None

None

None

None

None

None

None

Summit Municipal Income

None

None

None

None

None

None

None

over $100,000

None

Summit Municipal Income–Advisor Class

None

None

None

None

None

None

None

None

None

Summit Municipal Intermediate

None

None

None

None

None

None

None

over $100,000

None

Summit Municipal Intermediate –Advisor Class

None

None

None

None

None

None

None

None

None

Summit Municipal Money Market

None

None

None

None

None

None

None

$50,001-$100,000

None

Tax-Efficient Equity

None

None

None

None

None

None

None

None

None

Tax-Exempt Money

None

None

None

None

None

None

None

None

None

Tax-Free High Yield

None

None

None

None

None

None

None

over $100,000

None

Tax-Free High Yield–Advisor Class

None

None

None

None

None

None

None

None

None

Tax-Free Income

None

None

None

None

None

None

None

None

None

Tax-Free Income Fund–Advisor Class

None

None

None

None

None

None

None

None

None

Tax-Free Short-Intermediate

None

None

None

None

None

None

None

None

None

Tax-Free Short-Intermediate –Advisor Class

None

None

None

None

None

None

None

None

None

Tax-Free Ultra Short-Term Bond

None

None

None

None

None

None

None

None

None

74


          

Aggregate
Holdings,
All Funds

Independent Directors

Brody

Deering

Dick

Gerrard

Horn

Rouse

Rodgers

Schreiber

Tercek

over $100,000

over $100,000

over $100,000

over $100,000

over $100,000

None

over $100,000

over $100,000

None

Total Equity Market Index

None

None

None

None

None

None

None

None

None

U.S. Bond Enhanced Index

None

None

None

None

None

None

None

None

None

U.S. Large-Cap Core

None

None

None

None

None

None

None

None

None

U.S. Large-Cap Core Fund–Advisor Class

None

None

None

None

None

None

None

None

None

U.S. Treasury Intermediate

None

None

$1-$10,000

None

None

None

None

over $100,000

None

U.S. Treasury Long-Term

None

None

None

None

None

None

None

over $100,000

None

U.S. Treasury Money

None

None

None

None

None

None

None

$1-$10,000

None

Ultra Short-Term Bond

None

None

None

None

None

None

None

None

None

Value

None

None

None

None

None

None

$10,001-$50,000

over $100,000

None

Value Fund–Advisor Class

None

None

None

None

None

None

None

None

None

Virginia Tax-Free Bond

None

None

None

None

None

None

None

None

None

    

Aggregate Holdings,
All Funds

Inside Directors

Bernard

Gitlin

Rogers

over $100,000

over $100,000

over $100,000

Africa & Middle East

None

$10,001-$50,000

None

Balanced

None

None

None

Blue Chip Growth

None

None

None

Blue Chip Growth Fund–Advisor Class

None

None

None

Blue Chip Growth Fund–R Class

None

None

None

California Tax-Free Bond

None

None

None

California Tax-Free Money

None

None

None

Capital Appreciation

None

None

None

Capital Appreciation Fund–Advisor Class

None

None

None

Capital Opportunity

None

None

None

Capital Opportunity Fund–Advisor Class

None

None

None

Capital Opportunity Fund–R Class

None

None

None

Corporate Income

None

None

None

Diversified Mid-Cap Growth

None

None

None

Diversified Small-Cap Growth

None

None

None

Dividend Growth

None

$50,001-$100,000

None

Dividend Growth Fund–Advisor Class

None

None

None

Emerging Europe

None

None

None

Emerging Markets Bond

None

None

None

Emerging Markets Corporate Bond

None

None

None

Emerging Markets Corporate Bond–Advisor Class

None

None

None

75


    

Emerging Markets Corporate Multi-Sector Account Portfolio

None

None

None

Emerging Markets Local Currency Bond

None

Over $100,000

None

Emerging Markets Local Currency Bond Fund–Advisor Class

None

None

None

Emerging Markets Local Multi-Sector Account Portfolio

None

None

None

Emerging Markets Stock

over $100,000

None

None

Equity Income

$50,001-$100,000

None

over $100,000

Equity Income Fund–Advisor Class

None

None

None

Equity Income Fund–R Class

None

None

None

Equity Index 500

None

None

None

European Stock

None

None

None

Extended Equity Market Index

None

None

None

Financial Services

None

$10,001-$50,000

None

Floating Rate

None

over $100,000

None

Floating Rate Fund–Advisor Class

None

None

None

Floating Rate Multi-Sector Account Portfolio

None

None

None

Georgia Tax-Free Bond

None

None

None

Global Infrastructure

None

None

None

Global Infrastructure Fund-Advisor Class

None

None

None

Global Large-Cap Stock

None

None

None

Global Large-Cap Stock Fund–Advisor Class

None

None

None

Global Real Estate

None

None

None

Global Real Estate Fund–Advisor Class

None

None

None

Global Stock

over $100,000

None

over $100,000

Global Stock Fund–Advisor Class

None

None

None

Global Technology

None

None

None

GNMA

None

None

None

TRP Government Reserve Investment

None

None

None

Growth & Income

None

None

None

Growth Stock

over $100,000

None

None

Growth Stock Fund–Advisor Class

None

None

None

Growth Stock Fund–R Class

None

None

None

Health Sciences

None

None

None

High Yield

$10,001-$50,000

over $100,000

None

High Yield Fund–Advisor Class

None

None

None

High Yield Multi-Sector Account Portfolio

None

None

None

Inflation Focused Bond

None

None

None

Inflation Protected Bond

None

None

None

Institutional Africa & Middle East

None

None

None

Institutional Concentrated International Equity

None

None

None

Institutional Core Plus

None

None

None

Institutional Core Plus Fund-F Class

None

None

None

Institutional Emerging Markets Bond

None

None

None

Institutional Emerging Markets Equity

None

None

None

Institutional Floating Rate

None

None

None

76


    

Institutional Floating Rate Fund-F Class

None

None

None

Institutional Global Equity

None

None

None

Institutional Global Large-Cap Equity

None

None

None

Institutional Global Value Equity

None

None

None

Institutional High Yield

None

None

None

Institutional International Bond

None

None

None

Institutional International Core Equity

None

None

None

Institutional International Growth Equity

None

None

None

Institutional Large-Cap Core Growth

None

None

None

Institutional Large-Cap Growth

None

None

None

Institutional Large-Cap Value

None

None

None

Institutional Mid-Cap Equity Growth

None

None

None

Institutional Small-Cap Stock

None

None

None

Institutional U.S. Structured Research

None

None

None

International Bond

None

None

None

International Bond Fund–Advisor Class

None

None

None

International Discovery

$10,001-$50,000

None

None

International Equity Index

None

None

None

International Growth & Income

None

None

None

International Growth & Income Fund–Advisor Class

None

None

None

International Growth & Income Fund–R Class

None

None

None

International Stock

$50,0001-$100,000

over $100,000

None

International Stock Fund–Advisor Class

None

None

None

International Stock Fund–R Class

None

None

None

Investment Grade Multi-Sector Account Portfolio

None

None

None

Japan

None

None

over $100,000

Latin America

None

None

None

Maryland Short-Term Tax-Free Bond

None

None

None

Maryland Tax-Free Bond

None

None

None

Maryland Tax-Free Money

None

None

None

Media & Telecommunications

None

None

over $100,000

Mid-Cap Growth

over $100,000

None

None

Mid-Cap Growth Fund–Advisor Class

None

None

None

Mid-Cap Growth Fund–R Class

None

None

None

Mid-Cap Value

None

None

None

Mid-Cap Value Fund–Advisor Class

None

None

None

Mid-Cap Value Fund–R Class

None

None

None

Mortgage-Backed Securities Multi-Sector Account Portfolio

None

None

None

New America Growth

None

None

over $100,000

New America Growth Fund–Advisor Class

None

None

None

New Asia

over $100,000

None

None

New Era

None

None

None

New Horizons

$10,001-$50,000

None

None

77


    

New Income

None

None

$50,001-$100,000

New Income Fund–Advisor Class

None

None

None

New Income Fund–R Class

None

None

None

New Jersey Tax-Free Bond

None

None

None

New York Tax-Free Bond

None

None

None

New York Tax-Free Money

None

None

None

Overseas Stock

None

None

None

Personal Strategy Balanced

None

None

None

Personal Strategy Growth

None

None

None

Personal Strategy Income

None

None

None

Prime Reserve

over $100,000

None

$50,001-$100,000

Real Assets

None

None

None

Real Estate

None

None

None

Real Estate Fund–Advisor Class

None

None

None

TRP Reserve Investment

None

None

None

Retirement 2005

None

None

None

Retirement 2005 Fund–Advisor Class

None

None

None

Retirement 2005 Fund–R Class

None

None

None

Retirement 2010

None

None

None

Retirement 2010 Fund–Advisor Class

None

None

None

Retirement 2010 Fund–R Class

None

None

None

Retirement 2015

None

over $100,000

None

Retirement 2015 Fund–Advisor Class

None

None

None

Retirement 2015 Fund–R Class

None

None

None

Retirement 2020

None

None

None

Retirement 2020 Fund–Advisor Class

None

None

None

Retirement 2020 Fund–R Class

None

None

None

Retirement 2025

None

None

None

Retirement 2025 Fund–Advisor Class

None

None

None

Retirement 2025 Fund–R Class

None

None

None

Retirement 2030

None

over $100,000

None

Retirement 2030 Fund–Advisor Class

None

None

None

Retirement 2030 Fund–R Class

None

None

None

Retirement 2035

None

$50,001-$100,000

None

Retirement 2035 Fund–Advisor Class

None

None

None

Retirement 2035 Fund–R Class

None

None

None

Retirement 2040

None

None

None

Retirement 2040 Fund–Advisor Class

None

None

None

Retirement 2040 Fund–R Class

None

None

None

Retirement 2045

None

None

None

Retirement 2045 Fund–Advisor Class

None

None

None

Retirement 2045 Fund–R Class

None

None

None

Retirement 2050

None

None

None

Retirement 2050 Fund–Advisor Class

None

None

None

Retirement 2050 Fund–R Class

None

None

None

Retirement 2055

over $100,000

None

None

Retirement 2055 Fund–Advisor Class

None

None

None

78


    

Retirement 2055 Fund–R Class

None

None

None

Retirement Income

None

None

None

Retirement Income Fund–Advisor Class

None

None

None

Retirement Income Fund–R Class

None

None

None

Science & Technology

over $100,000

None

$50,001-$100,000

Science & Technology Fund–Advisor Class

None

None

None

Short-Term Bond

None

over $100,000

None

Short-Term Bond Fund–Advisor Class

None

None

None

Short-Term Government Reserve

None

None

None

Short-Term Reserve

None

None

None

Small-Cap Stock

$10,001-$50,000

None

None

Small-Cap Stock Fund–Advisor Class

None

None

None

Small-Cap Value

over $100,000

None

None

Small-Cap Value Fund–Advisor Class

None

None

None

Spectrum Growth

over $100,000

None

None

Spectrum Income

$10,001-$50,000

None

over $100,000

Spectrum International

$10,001-$50,000

None

None

Strategic Income

None

None

None

Strategic Income Fund–Advisor Class

None

None

None

Summit Cash Reserves

over $100,000

over $100,000

over $100,000

Summit GNMA

None

None

None

Summit Municipal Income

None

None

None

Summit Municipal Income–Advisor Class

None

None

None

Summit Municipal Intermediate

None

None

None

Summit Municipal Intermediate –Advisor Class

None

None

None

Summit Municipal Money Market

over $100,000

over $100,000

None

Tax-Efficient Equity

None

None

None

Tax-Exempt Money

None

None

None

Tax-Free High Yield

None

None

None

Tax-Free High Yield–Advisor Class

None

None

None

Tax-Free Income

None

None

None

Tax-Free Income Fund–Advisor Class

None

None

None

Tax-Free Short-Intermediate

None

None

None

Tax-Free Short-Intermediate–Advisor Class

None

None

None

Tax-Free Ultra Short-Term Bond

None

None

None

Total Equity Market Index

None

None

None

U.S. Bond Enhanced Index

None

None

None

U.S. Large-Cap Core

None

None

None

U.S. Large-Cap Core–Advisor Class

None

None

None

U.S. Treasury Intermediate

None

None

None

U.S. Treasury Long-Term

None

None

None

U.S. Treasury Money

None

over $100,000

None

Ultra Short-Term Bond

None

None

None

Value

None

over $100,000

over $100,000

Value Fund–Advisor Class

None

None

None

Virginia Tax-Free Bond

None

None

None

79


Portfolio Managers’ Holdings in the Price Funds

The following tables set forth the Price Fund holdings of each fund’s portfolio manager, who serves as chairman of the fund’s Investment Advisory Committee and has day-to-day responsibility for managing the fund and executing the fund’s investment program. One column shows the dollar range of shares beneficially owned in the fund for which he or she serves as portfolio manager, as of the end of that fund’s fiscal year-end, and the other column shows the dollar range of shares beneficially owned in all funds within the T. Rowe Price family of funds, as of December 31 of the prior year. Shares of the Price Funds are frequently held by T. Rowe Price employees, including portfolio managers, through participation in the T. Rowe Price 401(k) plan. However, in March 2012, the T. Rowe Price 401(k) plan replaced certain Price Funds with similarly managed T. Rowe Price common trust funds, which operate much like mutual funds but are exempt from registration under the federal securities laws. As a result, the range of fund holdings shown in the tables may have decreased for those portfolio managers who manage a Price Fund that is no longer offered as part of the T. Rowe Price 401(k) plan even though the portfolio manager may now invest in the T. Rowe Price common trust fund within the same investment strategy.

    

Fund

Portfolio Manager

Range of Fund Holdings
as of Fund’s Fiscal Yeara

All Funds
Range as of
12/31/12

Africa & Middle East

Oliver D.M. Bell

None

None

Balanced

Charles M. Shriver

$100,001–$500,000

$500,001–$1,000,000

Blue Chip Growth

Larry J. Puglia

$500,001–$1,000,000

over $1,000,000

Capital Appreciation

David R. Giroux

$10,001–$50,000

$500,001–$1,000,000

Capital Opportunity

Anna M. Dopkin

over $1,000,000

over $1,000,000

Corporate Income

David A. Tiberii

$100,001–$500,000

over $1,000,000

Diversified Mid-Cap Growth

Donald J. Easley

Donald J. Peters

$500,001–$1,000,000

over $1,000,000

over $1,000,000

over $1,000,000

Diversified Small-Cap Growth

Sudhir Nanda

$100,001–$500,000

$100,001–$500,000

Dividend Growth

Thomas J. Huber

$100,001–$500,000

over $1,000,000

Emerging Europe

Leigh Innes

None

$50,001–$100,000

Emerging Markets Bond

Michael J. Conelius

$100,001–$500,000

over $1,000,000

Emerging Markets Corporate Bond

Michael J. Conelius

$100,001–$500,000

over $1,000,000

Emerging Markets Local Currency Bond

Andrew Keirle

None

None

Emerging Markets Stock

Gonzalo Pangaro

over $1,000,000

over $1,000,000

Equity Income

Brian C. Rogers

over $1,000,000

over $1,000,000

Equity Index 500

E. Frederick Bair

$10,001–$50,000

$100,001–$500,000

European Stock

Dean Tenerelli

None

None

Extended Equity Market Index

E. Frederick Bair

Ken D. Uematsu

$10,001–$50,000

$1–$10,000

$100,001–$500,000

$100,001–$500,000

Financial Services

Eric L. Veiel

$100,001–$500,000

$100,001–$500,000

Floating Rate

Paul M. Massaro

$50,001–$100,000

$500,001–$1,000,000

Global Allocation

Charles M. Shriver

(b)

$500,001–$1,000,000

Global Infrastructure

Susanta Mazumdar

None

None

Global Large-Cap Stock

R. Scott Berg

$500,001–$1,000,000

over $1,000,000

Global Real Estate

David M. Lee

$100,001–$500,000

over $1,000,000

Global Stock

David J. Eiswert

$500,001–$1,000,000

over $1,000,000

Global Technology

Joshua K. Spencer

over $1,000,000

over $1,000,000

GNMA

Andrew C. McCormick

$100,001–$500,000

over $1,000,000

Growth & Income

Thomas J. Huber

$100,001–$500,000

over $1,000,000

Growth Stock

P. Robert Bartolo

over $1,000,000

over $1,000,000

Health Sciences

Taymour R. Tamaddon

None

$50,001–$100,000

80


    

Fund

Portfolio Manager

Range of Fund Holdings
as of Fund’s Fiscal Yeara

All Funds
Range as of
12/31/12

High Yield

Mark J. Vaselkiv

None

$500,001–$1,000,000

Inflation Protected Bond

Daniel O. Shackelford

$50,001–$100,000

over $1,000,000

International Bond

Ian D. Kelson

Christopher J. Rothery

$500,001–$1,000,000

$10,001–$50,000

over $1,000,000

$50,001–$100,000

International Discovery

Justin Thomson

$100,001–$500,000

over $1,000,000

International Equity Index

E. Frederick Bair

Neil Smith

$10,001–$50,000

None

$100,001–$500,000

None

International Growth & Income

Jonathan H.W. Matthews

None

None

International Stock

Robert W. Smith

over $1,000,000

over $1,000,000

Japan

M. Campbell Gunn

None

None

Latin America

Jose Costa Buck

$50,001–$100,000

$100,001–$500,000

Maryland Short-Term Tax-Free Bond

Charles B. Hill

$10,001–$50,000

over $1,000,000

Maryland Tax-Free Bond

Hugh D. McGuirk

$500,001–$1,000,000

over $1,000,000

Maryland Tax-Free Money

Joseph K. Lynagh

$1–$10,000

over $1,000,000

Media & Telecommunications

Paul D. Greene II

(c)

(c)

Mid-Cap Growth

Brian W.H. Berghuis

over $1,000,000

over $1,000,000

Mid-Cap Value

David J. Wallack

None

over $1,000,000

New America Growth

Daniel Martino

(d)

over $1,000,000

New Asia

Anh Lu

None

None

New Era

Timothy E. Parker

$100,001–$500,000

over $1,000,000

New Horizons

Henry M. Ellenbogen

$10,001–$50,000

over $1,000,000

New Income

Daniel O. Shackelford

$100,001–$500,000

over $1,000,000

Overseas Stock

Raymond A. Mills

$500,001–$1,000,000

over $1,000,000

Personal Strategy Balanced

Charles M. Shriver

$1-$10,000

$500,001–$1,000,000

Personal Strategy Growth

Charles M. Shriver

$100,001–$500,000

$500,001–$1,000,000

Personal Strategy Income

Charles M. Shriver

None

$500,001–$1,000,000

Prime Reserve

Joseph K. Lynagh

$50,001–$100,000

over $1,000,000

Real Assets

Wyatt A. Lee

$1-$10,000

over $1,000,000

Real Estate

David M. Lee

$100,001–$500,000

over $1,000,000

Science & Technology

Kennard W. Allen

over $1,000,000

over $1,000,000

Short-Term Bond

Edward A. Wiese

$500,001–$1,000,000

over $1,000,000

Small-Cap Stock

Gregory A. McCrickard

$500,001–$1,000,000

over $1,000,000

Small-Cap Value

Preston G. Athey (e)

over $1,000,000

over $1,000,000

Spectrum Growth

Charles M. Shriver

$100,001-$500,000

$500,001–$1,000,000

Spectrum Income

Charles M. Shriver

$100,001-$500,000

$500,001–$1,000,000

Spectrum International

Christopher D. Alderson

None

over $1,000,000

Strategic Income

Steven C. Huber

$500,001–$1,000,000

$100,001–$500,000

Summit Cash Reserves

Joseph K. Lynagh

$10,001–$50,000

over $1,000,000

Summit GNMA

Andrew C. McCormick

$100,001–$500,000

over $1,000,000

Summit Municipal Income

Konstantine B. Mallas

$100,001–$500,000

over $1,000,000

Summit Municipal Intermediate

Charles B. Hill

$500,001–$1,000,000

over $1,000,000

Summit Municipal Money Market

Joseph K. Lynagh

None

over $1,000,000

Tax- Efficient Equity

Donald J. Peters

over $1,000,000

over $1,000,000

Tax- Exempt Money

Joseph K. Lynagh

None

over $1,000,000

Tax- Free High Yield

James M. Murphy

$100,001–$500,000

over $1,000,000

Tax- Free Income

Konstantine B. Mallas

$100,001–$500,000

over $1,000,000

Tax- Free Short-Intermediate

Charles B. Hill

$10,001–$50,000

over $1,000,000

Tax- Free Ultra Short-Term Bond

Joseph K. Lynagh

(f)

over $1,000,000

Total Equity Market Index

E. Frederick Bair

Ken D. Uematsu

$10,001–$50,000

$1-$10,000

$100,001–$500,000

$100,001–$500,000

81


    

Fund

Portfolio Manager

Range of Fund Holdings
as of Fund’s Fiscal Yeara

All Funds
Range as of
12/31/12

U.S. Bond Enhanced Index

Robert M. Larkins

$1-$10,000

$100,001–$500,000

U.S. Large-Cap Core

Jeffrey Rottinghaus

over $1,000,000

over $1,000,000

U.S. Treasury Intermediate

Brian J. Brennan

$10,001–$50,000

over $1,000,000

U.S. Treasury Long-Term

Brian J. Brennan

$10,001–$50,000

over $1,000,000

U.S. Treasury Money

Joseph K. Lynagh

$1–$10,000

over $1,000,000

Ultra Short-Term Bond

Joseph K. Lynagh

$100,001–$500,000

over $1,000,000

Value

Mark S. Finn

$1-$10,000

$500,001–$1,000,000

(a) See table beginning on page 7 for the fiscal year of the funds. The range of fund holdings as of the fund’s fiscal year is updated concurrently with each fund’s prospectus date as shown in the table beginning on page 7.

(b) The fund incepted on May 28, 2013, therefore the range of fund holdings is not yet available.

(c) On October 1, 2013, Paul D. Greene II will become the sole portfolio manager of the fund, therefore the range of fund holdings is not yet available.

(d) On May 13, 2013, Daniel Martino became portfolio manager of the fund, therefore the range of fund holdings is not yet available.

(e) On June 30, 2014, J. David Wagner will replace Preston G. Athey as the fund’s portfolio manager.

(f) The fund has not incepted, therefore the range of fund holdings is not yet available.

The following funds may be purchased only by institutional investors.

    

Fund

Portfolio Manager

Range of Fund Holdings as of Fund’s Fiscal Yeara

All Funds
Range as of
12/31/12

Institutional Africa & Middle East

Oliver D.M. Bell

None

None

Institutional Concentrated International Equity

Federico Santilli

None

None

Institutional Core Plus

Brian J. Brennan

None

over $1,000,000

Institutional Emerging Markets Bond

Michael J. Conelius

None

over $1,000,000

Institutional Emerging Markets Equity

Gonzalo Pangaro

None

over $1,000,000

Institutional Floating Rate

Paul M. Massaro

$10,001–$50,000

$500,001–$1,000,000

Institutional Global Equity

David J. Eiswert

None

over $1,000,000

Institutional Global Large-Cap Equity

R. Scott Berg

None

over $1,000,000

Institutional Global Value Equity

Sebastien Mallet

None

None

Institutional High Yield

Paul A. Karpers

None

over $1,000,000

Institutional International Bond

Ian D. Kelson

Christopher J. Rothery

None

None

over $1,000,000

$50,001–$100,000

Institutional International Core Equity

Raymond A. Mills

None

over $1,000,000

Institutional International Growth Equity

Robert W. Smith

None

over $1,000,000

Institutional Large Cap Core Growth

Larry J. Puglia

None

over $1,000,000

Institutional Large-Cap Growth

Robert W. Sharps

None

over $1,000,000

Institutional Large-Cap Value

Mark S. Finn

John D. Linehan

Brian C. Rogers

None

$100,001–$500,000

None

$500,001–$1,000,000

over $1,000,000

over $1,000,000

Institutional Long Duration Credit

David A. Tiberii

(b)

over $1,000,000

Institutional Mid-Cap Equity Growth

Brian W.H. Berghuis

None

over $1,000,000

Institutional Small-Cap Stock

Gregory A. McCrickard

None

over $1,000,000

Institutional U.S. Structured Research

Anna M. Dopkin

None

over $1,000,000

(a) See table beginning on page 7 for the fiscal year of the funds. The range of fund holdings as of the fund’s fiscal year is updated concurrently with each fund’s prospectus date as shown in the table beginning on page 7.

(b) The fund incepted on June 3, 2013, therefore the range of fund holdings is not yet available.

82


The following funds are designed for persons residing in the indicated state. The portfolio managers reside in Maryland.

    

Fund

Portfolio Manager

Range of Fund Holdings
as of Fund’s Fiscal Yeara

All Funds
Range as of
12/31/12

California Tax-Free Bond

Konstantine B. Mallas

None

over $1,000,000

California Tax-Free Money

Joseph K. Lynagh

None

over $1,000,000

Georgia Tax-Free Bond

Hugh D. McGuirk

None

over $1,000,000

New Jersey Tax-Free Bond

Konstantine B. Mallas

None

over $1,000,000

New York Tax-Free Bond

Konstantine B. Mallas

None

over $1,000,000

New York Tax-Free Money

Joseph K. Lynagh

None

over $1,000,000

Virginia Tax-Free Bond

Hugh D. McGuirk

None

over $1,000,000

(a) See table beginning on page 7 for the fiscal year of the funds. The range of fund holdings as of the fund’s fiscal year is updated concurrently with each fund’s prospectus date as shown in the table beginning on page 7.

The following funds are designed such that a single individual would normally select one fund based on that person’s expected retirement date.

    

Fund

Portfolio Manager

Range of Fund Holdings
as of Fund’s Fiscal Yeara

All Funds
Range as of
12/31/12

Retirement 2005

Jerome A. Clark

None

$100,001–$500,000

Retirement 2010

Jerome A. Clark

None

$100,001–$500,000

Retirement 2015

Jerome A. Clark

None

$100,001–$500,000

Retirement 2020

Jerome A. Clark

None

$100,001–$500,000

Retirement 2025

Jerome A. Clark

None

$100,001–$500,000

Retirement 2030

Jerome A. Clark

None

$100,001–$500,000

Retirement 2035

Jerome A. Clark

None

$100,001–$500,000

Retirement 2040

Jerome A. Clark

None

$100,001–$500,000

Retirement 2045

Jerome A. Clark

None

$100,001–$500,000

Retirement 2050

Jerome A. Clark

None

$100,001–$500,000

Retirement 2055

Jerome A. Clark

None

$100,001–$500,000

Retirement Income

Jerome A. Clark

None

$100,001–$500,000

Target Retirement 2005

Jerome A. Clark

Wyatt A. Lee

(b)

(b)

$100,001–$500,000

over $1,000,000

Target Retirement 2010

Jerome A. Clark

Wyatt A. Lee

(b)

(b)

$100,001–$500,000

over $1,000,000

Target Retirement 2015

Jerome A. Clark

Wyatt A. Lee

(b)

(b)

$100,001–$500,000

over $1,000,000

Target Retirement 2020

Jerome A. Clark

Wyatt A. Lee

(b)

(b)

$100,001–$500,000

over $1,000,000

Target Retirement 2025

Jerome A. Clark

Wyatt A. Lee

(b)

(b)

$100,001–$500,000

over $1,000,000

Target Retirement 2030

Jerome A. Clark

Wyatt A. Lee

(b)

(b)

$100,001–$500,000

over $1,000,000

Target Retirement 2035

Jerome A. Clark

Wyatt A. Lee

(b)

(b)

$100,001–$500,000

over $1,000,000

Target Retirement 2040

Jerome A. Clark

Wyatt A. Lee

(b)

(b)

$100,001–$500,000

over $1,000,000

Target Retirement 2045

Jerome A. Clark

Wyatt A. Lee

(b)

(b)

$100,001–$500,000

over $1,000,000

Target Retirement 2050

Jerome A. Clark

Wyatt A. Lee

(b)

(b)

$100,001–$500,000

over $1,000,000

83


    

Fund

Portfolio Manager

Range of Fund Holdings
as of Fund’s Fiscal Yeara

All Funds
Range as of
12/31/12

Target Retirement 2055

Jerome A. Clark

Wyatt A. Lee

(b)

(b)

$100,001–$500,000

over $1,000,000

(a) See table beginning on page 7 for the fiscal year of the funds. The range of fund holdings as of the fund’s fiscal year is updated concurrently with each fund’s prospectus date as shown in the table beginning on page 7.

(b) The fund incepted on August 20, 2013, therefore the range of fund holdings is not yet available.

The following funds are not available for direct purchase by members of the public.

    

Fund

Portfolio Manager

Range of Fund Holdings
as of Fund’s Fiscal Yeara

All Funds
Range as of
12/31/12

Emerging Markets Corporate Multi-Sector Account Portfolio

Michael J. Conelius

None

over $1,000,000

Emerging Markets Local Multi-Sector Account Portfolio

Andrew Keirle

None

None

Floating Rate Multi-Sector Account Portfolio

Paul M. Massaro

None

$500,001–$1,000,000

TRP Government Reserve Investment

Joseph K. Lynagh

None

over $1,000,000

High Yield Multi-Sector Account Portfolio

Mark J. Vaselkiv

None

$500,001–$1,000,000

Inflation Focused Bond

Daniel O. Shackelford

None

over $1,000,000

Investment-Grade Corporate Multi-Sector Account Portfolio

David A. Tiberii

None

over $1,000,000

Mortgage-Backed Securities Multi-Sector Account Portfolio

Andrew C. McCormick

None

over $1,000,000

TRP Reserve Investment

Joseph K. Lynagh

None

over $1,000,000

Short-Term Government Reserve Fund

Joseph K. Lynagh

None

over $1,000,000

Short-Term Reserve Fund

Joseph K. Lynagh

None

over $1,000,000

(a) See table beginning on page 7 for the fiscal year of the funds. The range of fund holdings as of the fund’s fiscal year is updated concurrently with each fund’s prospectus date as shown in the table beginning on page 7.

Portfolio Manager Compensation

Portfolio manager compensation consists primarily of a base salary, a cash bonus, and an equity incentive that usually comes in the form of a stock option grant or restricted stock grant. Compensation is variable and is determined based on the following factors.

Investment performance over 1-, 3-, 5-, and 10-year periods is the most important input. The weightings for these time periods are generally balanced and are applied consistently across similar strategies. T. Rowe Price (and Price Hong Kong, Price Singapore, and T. Rowe Price International, as appropriate), evaluate performance in absolute, relative, and risk-adjusted terms. Relative performance and risk-adjusted performance are determined with reference to the broad-based index (e.g., S&P 500) and the Lipper index (e.g., Large-Cap Growth) set forth in the total returns table in the fund’s prospectus, although other benchmarks may be used as well. Investment results are also measured against comparably managed funds of competitive investment management firms. The selection of comparable funds is approved by the applicable investment steering committee (as described under the “Disclosure of Fund Portfolio Information” section) and are the same as those presented to the directors of the Price Funds in their regular review of fund performance. Performance is primarily measured on a pretax basis though tax efficiency is considered and is especially important for the Tax-Efficient Equity Fund.

Compensation is viewed with a long-term time horizon. The more consistent a manager’s performance over time, the higher the compensation opportunity. The increase or decrease in a fund’s assets due to the purchase or sale of fund shares is not considered a material factor. In reviewing relative performance for fixed-income

84


funds, a fund’s expense ratio is usually taken into account. Contribution to T. Rowe Price’s overall investment process is an important consideration as well. Sharing ideas with other portfolio managers, working effectively with and mentoring younger analysts, and being good corporate citizens are important components of T. Rowe Price’s long-term success and are highly valued.

All employees of T. Rowe Price, including portfolio managers, participate in a 401(k) plan sponsored by T. Rowe Price Group. In addition, all employees are eligible to purchase T. Rowe Price common stock through an employee stock purchase plan that features a limited corporate matching contribution. Eligibility for and participation in these plans is on the same basis as for all employees. Finally, all vice presidents of T. Rowe Price Group, including all portfolio managers, receive supplemental medical/hospital reimbursement benefits.

This compensation structure is used for all portfolios managed by the portfolio manager.

Assets Under Management

The following table sets forth the number and total assets of the mutual funds and accounts managed by the Price Funds’ portfolio managers as of the most recent fiscal year end of the funds they manage, unless otherwise indicated. All of the assets of the funds that have multiple portfolio managers are shown as being allocated to all managers of those funds. There are no accounts for which the advisory fee is based on the performance of the account.

       
 

Registered Investment
Companies

Other Pooled Investment
Vehicles

Other Accounts

Portfolio Manager

Number

Total Assets

Number

Total Assets

Number

Total Assets

Kennard Allen

3

$2,945,645,557

Christopher D. Alderson

1

822,222,125

1

$26,392,026

Preston G. Athey

8

9,874,119,816

2

98,907,042

9

$497,326,614

E. Frederick Bair

6

17,325,287,796

2

3,099,606,427

1

982,580,736

P. Robert Bartolo

11

37,856,702,524

1

956,013,031

8

1,216,637,138

Oliver D.M. Bell

2

293,132,041

1

25,485,019

R. Scott Berg

2

173,681,770

9

1,448,348,101

6

1,457,966,190

Brian W.H. Berghuis

8

26,975,861,756

2

236,697,344

7

993,150,648

Brian J. Brennan

5

1,154,093,774

4

1,930,567,375

13

3,004,566,477

Jerome A. Clark

54

96,600,362,738

27

9,518,527,376

5

2,866,436,604

Michael J. Conelius

11

4,977,776,457

7

7,916,632,754

1

213,134,205

Jose Costa Buck

1

1,764,058,316

2

260,812,649

1

235,118,369

Anna M. Dopkin

8

7,448,913,228

5

8,751,202,324

50

13,362,434,424

Donald J. Easley

2

39,666,111

David J. Eiswert

9

1,957,670,724

10

1,834,300,660

10

4,107,368,479

Henry M. Ellenbogen

1

9,747,598,924

3

1,094,755,239

8

1,130,654,655

Mark S. Finn

8

20,692,435,163

4

1,281,268,194

28

3,708,531,827

David R. Giroux

5

22,436,565,986

1

157,535,571

Paul D. Greene II(a)

M. Campbell Gunn

1

159,459,080

3

214,834,304

1

26,849,748

Charles B. Hill

3

4,614,958,190

2

319,332,667

5

1,836,955,868

Steven C. Huber

1

294,594,754

2

218,559,424

Thomas J. Huber

3

4,750,764,566

1

210,924,124

Leigh Innes

1

421,348,635

Paul A. Karpers

4

3,652,455,788

1

528,905

9

2,962,363,286

Andrew Keirle

3

91,094,770

1

14,688,214

Ian D. Kelson

6

5,173,309,003

11

372,861,759

Robert M. Larkins

1

866,846,536

2

1,586,310,715

1

103,455,070

85


       
 

Registered Investment
Companies

Other Pooled Investment
Vehicles

Other Accounts

Portfolio Manager

Number

Total Assets

Number

Total Assets

Number

Total Assets

David M. Lee

3

3,844,996,869

1

44,688,264

2

162,989,625

Wyatt A. Lee

1

1,166,840,183

2

109,267,072

John D. Linehan

1

1,048,226,550

Anh Lu

1

4,528,601,534

3

970,184,105

2

586,527,703

Joseph K. Lynagh

13

35,227,411,123

2

1,085,360,935

8

294,379,232

Konstantine B. Mallas

5

5,244,805,203

4

90,456,567

Sebastien Mallet

1

7,546,197

Daniel Martino

2

2,456,734,596

Paul M. Massaro

3

2,999,906,652

Jonathan H.W. Matthews

1

5,785,723,316

Susanta Mazumdar

1

42,375,875

Andrew C. McCormick

4

2,035,389,611

2

17,561,207

Gregory A. McCrickard

4

8,543,531,588

3

911,704,005

4

373,430,177

Hugh D. McGuirk

3

3,422,921,080

10

525,206,002

Raymond A. Mills

3

6,381,582,555

2

564,364,888

3

933,351,687

James M. Murphy

1

2,620,998,863

Sudhir Nanda

3

1,313,533,691

Gonzalo Pangaro

3

7,876,379,117

4

3,764,840,566

6

2,945,195,480

Timothy E. Parker

3

5,920,906,669

2

202,067,714

7

506,693,410

Donald J. Peters

5

1,430,039,253

16

1,474,241,710

Larry J. Puglia

9

22,866,155,119

2

130,212,855

19

4,875,168,650

Brian C. Rogers

12

36,301,846,590

2

1,394,928,954

10

1,716,612,512

Christopher J. Rothery

3

213,152,828

1

(8,524,821)

2

7,014,065

Jeffrey Rottinghaus

1

47,464,336

2

209,437,559

Federico Santilli

1

7,913,564

Daniel O. Shackelford

6

23,827,415,889

4

3,405,041,607

16

2,800,958,591

Robert W. Sharps

7

10,180,469,874

5

3,638,716,931

46

15,125,634,370

Charles M. Shriver

19

21,484,066,408

5

1,779,588,990

10

606,780,849

Neil Smith

1

375,880,706

Robert W. Smith

4

9,870,204,723

2

581,218,272

2

233,421,210

Joshua K. Spencer

2

808,189,711

1

270,273,258

1

59,114,366

Taymour R. Tamaddon

6

6,379,566,677

1

109,794,611

Dean Tenerelli

1

702,955,134

1

16,083,634

Justin Thomson

1

2,776,321,085

1

14,734,756

2

68,673,132

David A. Tiberii

6

7,001,409,066

4

963,421,347

9

2,758,773,994

Ken D. Uematsu

4

16,673,366,718

4

3,099,606,427

2

1,036,792,237

Mark J. Vaselkiv

4

9,663,718,916

5

3,221,235,802

8

2,278,016,546

Eric L. Veiel

1

386,301,065

David J. Wallack

3

10,691,111,245

1

65,101,021

2

162,502,411

Hiroshi Watanabe

Edward A. Wiese

7

12,083,330,466

2

1,757,660,250

20

3,952,791,409

Ernest C. Yeung

(a) The individual assumed sole portfolio management responsibilities of a mutual fund on October 1, 2013. The information on accounts managed is not yet available.

86


Conflicts of Interest

Portfolio managers at T. Rowe Price and its affiliates typically manage multiple accounts. These accounts may include, among others, mutual funds, separate accounts (assets managed on behalf of institutions such as pension funds, colleges and universities, and foundations), offshore funds and common trust funds. Portfolio managers make investment decisions for each portfolio based on the investment objectives, policies, practices, and other relevant investment considerations that the managers believe are applicable to that portfolio. Consequently, portfolio managers may purchase (or sell) securities for one portfolio and not another portfolio. T. Rowe Price and its affiliates have adopted brokerage and trade allocation policies and procedures which they believe are reasonably designed to address any potential conflicts associated with managing multiple accounts for multiple clients. Also, as disclosed under the “Portfolio Manager Compensation” section, the portfolio managers’ compensation is determined in the same manner with respect to all portfolios managed by the portfolio manager. Please see the “Portfolio Transactions” section of this SAI for more information on our brokerage and trade allocation policies.

T. Rowe Price funds may, from time to time, own shares of Morningstar, Inc. Morningstar is a provider of investment research to individual and institutional investors, and publishes ratings on mutual funds, including the Price Funds. T. Rowe Price manages the Morningstar retirement plan and T. Rowe Price and its affiliates pay Morningstar for a variety of products and services. In addition, Morningstar may provide investment consulting and investment management services to clients of T. Rowe Price or its affiliates.

PRINCIPAL HOLDERS OF SECURITIES

As of the date indicated, the directors, executive officers, and advisory board members of the funds, as a group, owned less than 1% of the outstanding shares of any fund (or class), except as shown in the following table.

  

Fund

%*

Africa & Middle East

1.2

Emerging Markets Local Currency Bond

2.1

Institutional Floating Rate Fund–F Class

1.2

Global Large-Cap Stock

5.7

Global Stock

2.3

Maryland Short-Term Tax-Free Bond

2.5

Maryland Tax-Free Bond

1.0

Summit Cash Reserves

1.3

Summit Municipal Money Market

1.4

Tax-Exempt Money

1.7

Tax-Efficient Equity

6.4

U.S. Large-Cap Core

3.2

* Based on December 31, 2012, data for the directors and advisory board members and August 31, 2013, for the executive officers.

As of August 31, 2013, the following shareholders of record owned more than 5% of the outstanding shares of the indicated funds and/or classes.

87


   

Fund

Shareholder

%

Africa & Middle East

National Financial Services for the Exclusive Benefit of
Our Customers
499 Washington Boulevard
F1oor 5
Jersey City, New Jersey 07310

University of Arkansas Foundation, Inc.
535 Research Center Boulevard, Suite 120
Fayetteville, Arkansas 72701

5.29





9.67

Balanced

T. Rowe Price Trust Company
Attn.: TRPS Institutional Control Department
P.O. Box 17215
Baltimore, Maryland 21297

37.81(c)

Blue Chip Growth

Edward D. Jones & Company
Shareholder Accounting
Attn.: Mutual Fund
12555 Manchester Road
Saint Louis, Missouri 63131

National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Retirement Plan Services
Blue Chip Growth Fund
Attn.: Asset Reconciliations
P.O. Box 17215
Baltimore, Maryland 21297

11.08





12.94


9.54

Blue Chip Growth Fund–Advisor Class

Charles Schwab & Company, Inc.
Reinvest Account

Attn.: Mutual Fund Department
211 Main Street
San Francisco, California 94105

National Financial Services for the Exclusive Benefit of
Our Customers

14.25





19.38

88


   

Fund

Shareholder

%

Blue Chip Growth Fund–R Class

American United Life
Separate Account II
Attn.: Separate Accounts
P.O. Box 368
Indianapolis, Indiana 46206

Emjay Corp Cust
FBO Plans of RPSA Customers
c/o Great West
8515 East Orchard Road 2T2
Greenwood Village, Colorado 80111

ING Life Insurance & Annuity Company
1 Orange Way B3N
Windsor, Connecticut 06095

Nationwide Trust Company FSB
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, Ohio 43218

NFS LLC
FEBO State Street Bank & Trust Company Trustee
Various Retirement Plans
440 Mamaroneck Avenue
Harrison, New York 10528

State Street Corporation Trustee
FBO ADP Access
1 Lincoln Street
Boston, Massachusetts 02111

5.85





5.49





5.66



5.68




11.35





14.33

California Tax-Free Bond

Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of
Our Customers

6.09


8.91

California Tax-Free Money

Georgette O’Connor Day TR

Georgette O’Connor Day Trust
Los Angeles, California

12.50

Capital Appreciation

Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of
Our Customers

Pershing LLC
1 Pershing Plaza
Jersey City, New Jersey 07399

9.90


9.78


6.20

Capital Appreciation Fund–Advisor Class

Ameritas Life Insurance Corporation
Separate Account G
5900 O Street
Lincoln, Nebraska 68510

Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of
Our Customers

8.25




27.86(a)


25.12(a)

89


   

Fund

Shareholder

%

Capital Opportunity

McWood & Company
P.O. Box 29522
Raleigh, North Carolina 27626

National Financial Services for the Exclusive Benefit of
Our Customers

42.60(a)



9.71

Capital Opportunity Fund–Advisor Class

Charles Schwab & Company, Inc.
Reinvest Account

Reliance Trust Company
FBO Retirement Plans Serviced by Metlife

c/o Fascore LLC
8515 East Orchard Road 2T2
Greenwood Village, Colorado 80111

26.59(a)


53.99(a)

Capital Opportunity Fund–R Class

Capital Bank & Trust Company Trustee

FBO Jeff Wyler Auto Family Inc. RSP 401(k)

8515 East Orchard Road, 2T2

Greenwood Village, Colorado 80111

Capital Bank & Trust Company Trustee
FBO Machinery System Inc. Employees PSP

Charles Schwab & Company, Inc.
Reinvest Account

FIIOC as Agent
FBO Porterfield, Harper & Mills P.A.
100 Magellan Way #KW1C
Covington, Kentucky 41015

FIIOC as Agent
FBO Shepherd Electric Co., Inc.

Nationwide Trust Company FSB
c/o IPO Portfolio Accounting

NFS LLC
FEBO Reliance Trust Company TTEE/CUST
For TRS FBO Various Retirement Plans
1150 South Olive Street
Los Angeles, California 90015

5.74




11.23


10.13


5.55




40.90(a)



7.67


6.43

Corporate Income

Spectrum Income Fund
T. Rowe Price Associates
Attn.: Fund Accounting Department
100 East Pratt Street
Baltimore, Maryland 21202

45.18(d)

Diversified Small-Cap Growth

Pershing LLC

SEI Private Trust Company
c/o Suntrust Bank
Attn.: Mutual Funds
1 Freedom Valley Drive
Oaks, Pennsylvania 19456

9.96

20.99

90


   

Fund

Shareholder

%

Dividend Growth

Edward D. Jones & Company
Shareholder Accounting
Attn.: Mutual Fund

MLPF&S for the Sole Benefit of Its Customers
4800 Deerlake Drive East, 3rd Floor
Jacksonville, Florida 32246

National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Trust Company
Dividend Growth Fund (DGF)
Attn.: Asset Reconciliation

12.83



9.79



23.21


5.31

Dividend Growth Fund–Advisor Class

Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of
Our Customers

Wells Fargo Bank
FBO Various Retirement Plans
1525 West WT Harris Boulevard
Charlotte, North Carolina 28288

9.22


67.02(a)


6.58

Emerging Europe

National Financial Services for the Exclusive Benefit of
Our Customers

8.22

Emerging Markets Bond

Retirement Portfolio 2010
T. Rowe Price Associates
Attn.: Fund Accounting Department

100 East Pratt Street
Baltimore, Maryland 21202

Retirement Portfolio 2015

T. Rowe Price Associates
Attn.: Fund Accounting Department

100 East Pratt Street
Baltimore, Maryland 21202

Retirement Portfolio 2020

T. Rowe Price Associates
Attn.: Fund Accounting Department

100 East Pratt Street
Baltimore, Maryland 21202

Retirement Portfolio 2025

T. Rowe Price Associates
Attn.: Fund Accounting Department

100 East Pratt Street
Baltimore, Maryland 21202

Retirement Portfolio 2030

T. Rowe Price Associates
Attn.: Fund Accounting Department

100 East Pratt Street
Baltimore, Maryland 21202

Spectrum Income Fund
T. Rowe Price Associates
Attn.: Fund Accounting Department

5.75





6.90





12.99





6.36





7.20





17.20

91


   

Fund

Shareholder

%

Emerging Markets Corporate Bond

McWood & Company

T. Rowe Price Associates
Attn.: Financial Reporting Department100 East Pratt Street
Baltimore, Maryland 21202

45.17(a)

26.36(e)

Emerging Markets Corporate Bond Fund–Advisor Class

Charles Schwab & Company, Inc.
Reinvest Account

T. Rowe Price Associates
Attn.: Financial Reporting Department

7.33


91.26(e)

Emerging Markets Corporate Multi-Sector Account Portfolio

CBE of New Brunswick

440 King Street Suite 680

Fredericton, NB E3B 5H8

Canada

Illinois Student Assistance Commission

Attn: Kent Custer

1755 Lake Cook Road

Deerfield, Illinois 60015

St. Paul Teachers Retirement Fund Association

Attn.: Paul Doane, Executive Director

1619 Dayton Avenue Suite 309

Saint Paul, Minnesota 55104

T. Rowe Price Associates
Attn.: Financial Reporting Department

28.58(a)




10.67




13.53




43.07(e)

Emerging Markets Stock

National Financial Services for the Exclusive Benefit of
Our Customers

Pershing LLC

Retirement Portfolio 2020

Retirement Portfolio 2025

Retirement Portfolio 2030

Retirement Portfolio 2035

T. Rowe Price Associates
Attn.: Fund Accounting Department

100 East Pratt Street
Baltimore, Maryland 21202

Retirement Portfolio 2040

T. Rowe Price Associates
Attn.: Fund Accounting Department

100 East Pratt Street
Baltimore, Maryland 21202

8.94


6.41

9.76

6.59

10.61

5.38





7.91

Emerging Markets Local Currency Bond

T. Rowe Price Associates
Attn.: Financial Reporting Department

19.63

Emerging Markets Local Currency Bond Fund–Advisor Class

Charles Schwab & Company, Inc.
Reinvest Account

T. Rowe Price Associates
Attn.: Financial Reporting Department

57.72(a)


33.28(e)

92


   

Fund

Shareholder

%

Emerging Markets Local Multi-Sector Account Portfolio

CBE of New Brunswick

St. Paul Teachers Retirement Fund Association

Attn.: Paul Doane, Executive Director

T. Rowe Price Associates
Attn.: Financial Reporting Department

53.71(a)

21.80


22.65

Equity Income

Edward D. Jones & Company
Shareholder Accounting
Attn.: Mutual Fund

National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Trust Company
Attn.: TRPS Institutional Control Department

6.80



9.45


11.73

Equity Income Fund–Advisor Class

John Hancock Life Insurance USA
RPS Trading Ops
601 Congress Street
Boston, Massachusetts 02210

National Financial Services for the Exclusive Benefit of
Our Customers

23.37




34.24(a)

Equity Income Fund–R Class

American United Life
Separate Account II

DCGT as Trustee and/or Custodian
FBO Principal Financial Group

Qualified Print Advertising Omnibus

Attn.: NPI0 Trade Desk

711 High Street

Des Moines, Iowa 50392

Hartford Life Insurance Company
Separate Account
Attn.: UIT Operations
P.O. Box 2999
Hartford, Connecticut 06104

Nationwide Trust Company FSB
c/o IPO Portfolio Accounting

21.32


8.06






6.62





5.95

Equity Index 500

Retirement Portfolio 2010

Retirement Portfolio 2015

Retirement Portfolio 2020

Retirement Portfolio 2025

Retirement Portfolio 2030

8.33

9.77

17.85

8.78

10.01

European Stock

Charles Schwab & Company, Inc.
Reinvest Account

Spectrum International Fund
T. Rowe Price Associates
Attn.: Fund Accounting Department
100 East Pratt Street
Baltimore, Maryland 21202

7.29


23.07

93


   

Fund

Shareholder

%

Extended Equity Market Index

TD Ameritrade, Inc.
FBO Our Customers
P.O. Box 2226
Omaha, Nebraska

T. Rowe Price Trust Company
Attn.: TRPS Institutional Control Department

6.42




10.93

Financial Services

Vanguard Fiduciary Trust Company

T. Rowe Price Retail Class Funds

Attn.: Outside Funds

P.O. Box 2600 VM 613

Valley Forge, Pennsylvania 19482

18.07

Floating Rate

Genworth Financial Trust Company

FBO Genworth Financial Wealth Mgmt.& Mutual Clients &

FBO Other Custodial Clients

3200 North Central Avenue Floor 6

Phoenix, Arizona 85012

National Financial Services for the Exclusive Benefit of
Our Customers

Pershing LLC

TD Ameritrade, Inc.
FBO Our Customers

T. Rowe Price Associates
Attn.: Financial Reporting Department

14.43





6.57


5.88

5.71


10.41

Floating Rate Fund–Advisor Class

Charles Schwab & Company, Inc.
Reinvest Account

JP Morgan Clearing Corporation

Omnibus Account for the Exclusive Benefit of Customers
3 Chase Metrotech Center, 3rd Floor
Mutual Fund Department
Brooklyn, New York 11245

National Financial Services for the Exclusive Benefit of
Our Customers

Pershing LLC

27.11(a)


17.94





8.06


35.62(a)

Floating Rate Multi-Sector Account Portfolio

CBE of New Brunswick

Illinois Student Assistance Commission

Attn: Kent Custer

T. Rowe Price Associates
Attn.: Financial Reporting Department

40.28(a)

7.82


51.91(e)

Georgia Tax-Free Bond

Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of
Our Customers

17.46


18.77

Global Allocation Fund

T. Rowe Price Associates

Attn.: Financial Reporting Department

52.13(e)

94


   

Fund

Shareholder

%

Global Allocation Fund–Advisor Class

Charles Schwab & Company, Inc.
Reinvest Account

Stifel Nicolaus & Compnay, Inc.

Gary D. Ballard IRA

501 North Broadway Floor 8

Saint Louis, Missouri 63102

T. Rowe Price Associates

Attn.: Financial Reporting Department

16.81


7.68




73.98(e)

Global Infrastructure

T. Rowe Price Associates

Attn.: Financial Reporting Department

13.84

Global Infrastructure Fund–Advisor Class

National Financial Services for the Exclusive Benefit of
Our Customers

SEI Private Trust Company
c/o Citigroup Commissionable
Attn.: Mutual Fund Administration

TD Ameritrade, Inc.
FBO Our Customers

T. Rowe Price Associates
Attn.: Financial Reporting Department

39.34(a)


21.06



7.30


24.49

Global Large-Cap Stock

San Gabriel III LLC
6506 Montrose Avenue
Baltimore, Maryland 21212

T. Rowe Price Associates
Attn.: Financial Reporting Department

Trustees of T. Rowe Price U.S. Retirement Program
Attn.: Financial Reporting Department
P.O. Box 89000
Baltimore, Maryland 21289

5.97



11.03


8.88

Global Large-Cap Stock Fund–Advisor Class

Charles Schwab & Company, Inc.
Reinvest Account

Pershing LLC

T. Rowe Price Associates
Attn.: Financial Reporting Department

7.56


10.48

68.34(e)

Global Real Estate

Charles Schwab & Company, Inc.
Reinvest Account

Pershing LLC

TD Ameritrade, Inc.
FBO Our Customers

T. Rowe Price Associates
Attn.: Financial Reporting Department

7.65


12.62

12.08


5.54

Global Real Estate Fund–Advisor Class

Charles Schwab & Company, Inc.
Reinvest Account

Great-West Trust Company
Employee Benefits Clients 401(k)
8515 East Orchard Road 2T2
Greenwood Village, Colorado 80111

National Financial Services for the Exclusive Benefit of
Our Customers

41.75(a)


6.46




34.62(a)

95


   

Fund

Shareholder

%

Global Stock

JPMorgan as Directed Trustee for Ernst & Young
Defined Benefit Retirement Plan Trust
Attn.: Phyllis Mancini
4 New York Plaza, Floor 15
New York, New York 10004

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Plan

14.59





9.25

Global Stock Fund–Advisor Class

FIIOC as Agent
FBO REDAPT Systems Inc. 401(k) PSP

National Financial Services for the Exclusive Benefit of
Our Customers

26.75(a)


41.83(a)

Global Technology

Charles Schwab & Company, Inc.
Reinvest Account

MLPF&S for the Sole Benefit of Its Customers

National Financial Services for the Exclusive Benefit of
Our Customers

Pershing LLC

14.97


7.25

6.99


5.92

GNMA

Spectrum Income Fund
T. Rowe Price Associates
Attn.: Fund Accounting Department

38.35(d)

TRP Government Reserve Investment

Barnaclesail

c/o T. Rowe Price Associates
Attn.: Mid-Cap Growth Fund

Bridgesail & Co.

c/o T. Rowe Price Associates
Attn.: Science & Technology Fund

Heirloom & Company
c/o T. Rowe Price Associates
Attn.: Media & Telecommunications Fund

Mildship & Co.

c/o T. Rowe Price Associates
Attn.: Global Technology Fund

T. Rowe Price Retirement Plan Services, Inc.
Attn.: RPS Cash Group
4555 Painters Mill Road
Owings Mills, Maryland 21117

47.07(d)



17.81



5.42



5.15



10.12


Growth & Income

T. Rowe Price Trust Company
Attn.: TRPS Institutional Control Department

7.10

96


   

Fund

Shareholder

%

Growth Stock

Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of
Our Customers

Retirement Portfolio 2020

Retirement Portfolio 2025

Retirement Portfolio 2030

Retirement Portfolio 2035

Retirement Portfolio 2040

T. Rowe Price Trust Company
Attn.: TRPS Institutional Control Department

5.93


8.88


6.46

5.31

9.72

5.30

7.97

6.64

Growth Stock Fund–Advisor Class

ICMA Retirement Trust
777 North Capitol Street NE, Suite 600
Washington, D.C. 20002

National Financial Services for the Exclusive Benefit of
Our Customers

5.84



31.32(a)

Growth Stock Fund–R Class

Hartford Life Insurance Company
Separate Account
Attn.: UIT Operations

Nationwide Trust Company FSB
c/o IPO Portfolio Accounting

State Street Corporation Trustee
FBO ADP Access

Suntrust Bank
FBO Various Suntrust Omnibus Accounts
8515 East Orchard Road 2T2
Greenwood Village, Colorado 80111

6.83



5.88


11.03


13.56

Health Sciences

Charles Schwab & Company, Inc.
Reinvest Account

John Hancock Life Insurance Company USA

National Financial Services for the Exclusive Benefit of
Our Customers

6.95


9.11

8.32

High Yield

Edward D. Jones & Company
Shareholder Accounting
Attn.: Mutual Fund

Retirement Portfolio 2020

Spectrum Income Fund
T. Rowe Price Associates
Attn.: Fund Accounting Department

7.34



7.18

15.19

High Yield Fund–Advisor Class

National Financial Services for the Exclusive Benefit of
Our Customers

89.19(a)

97


   

Fund

Shareholder

%

High Yield Multi-Sector Account Portfolio

Illinois Student Assistance Commission

Attn: Kent Custer

St. Paul Teachers Retirement Fund Association

Attn.: Paul Doane, Executive Director

T. Rowe Price Associates
Attn.: Financial Reporting Department

20.08


29.09(a)


50.82(e)

Inflation Focused Bond

Retirement Portfolio 2010

Retirement Portfolio 2015

Retirement Portfolio 2020

Retirement Portfolio 2025

Retirement Income Portfolio

T. Rowe Price Associates
Attn.: Fund Accounting Department

100 East Pratt Street
Baltimore, Maryland 21202

16.30

14.35

18.94

5.71

19.69

Inflation Protected Bond

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account
Inflation Protected Bond

8.18

Institutional Africa & Middle East

Crystal Bridges Museum of American Art Inc.

600 Museum Way

Bentonville, Arkansas 72712

John S. and James L. Knight Foundation
Wachovia Financial Center, Suite 3300
200 South Biscayne Boulevard
Miami, Florida 33131

National Financial Services for the Exclusive Benefit of
Our Customers

Northern Trust As Custodian FBO

John E. Fetzer Institute

P.O. Box 92956

Chicago, Illinois 60675

SEI Private Trust Company
c/o Mellon Bank

9.63



15.07




56.97(a)


5.22




5.94

Institutional Concentrated International Equity

T. Rowe Price Associates
Attn.: Financial Reporting Department

100.00(e)

98


   

Fund

Shareholder

%

Institutional Core Plus

JPMorgan Chase Bank Trustee for
The State of California Savings Plus Program
4 New York Plaza, Floor 15
New York, New York 10004

Janette Stump, James Carney & Howard Kline, Trustees
Special Metals Corporation Retiree Benefit Trust
60 Boulevard of the Allies, Floor 5
Pittsburgh, Pennsylvania 15222

National Financial Services for the Exclusive Benefit of
Our Customers

The Church Foundation
240 South 4th Street
Philadelphia, Pennsylvania 19106

T. Rowe Price Associates
Attn.: Financial Reporting Department

17.07




11.13




46.20(a)


11.48



6.03

Institutional Emerging Markets Bond

Charles Schwab & Company, Inc.
Reinvest Account

Ladybird & Company
c/o T. Rowe Price Associates
Attn.: Personal Strategy Income Fund

Ladybug & Company
c/o T. Rowe Price Associates
Attn.: Personal Strategy Balanced Fund

Lakeside & Company
c/o T. Rowe Price Associates
Attn.: Personal Strategy Growth Fund

National Financial Services for the Exclusive Benefit of
Our Customers

Rockyledge & Company

c/o T. Rowe Price Associates

Attn.: Strategic Income Fund

14.11


27.31(d)



27.83(d)



8.88



5.98


5.26

Institutional Emerging Markets Equity

Goldman Sachs & Company

Exclusive Benefit of Customers

85 Broad Street

New York, New York 10004

Ladybug & Company

Lakeside & Company

Mac & Company
Attn.: Mutual Fund Operations
P.O. Box 3198
Pittsburgh, Pennsylvania 15230

National Financial Services for the Exclusive Benefit of
Our Customers

Wells Fargo Bank NA
FBO Omnibus Account

9.07




7.41

6.88

7.01




18.98


6.74

99


   

Fund

Shareholder

%

Institutional Floating Rate

Charles Schwab & Company, Inc.
Special Custody Account
FBO Customers

DPERS-Floating Rate Fund Account
Attn.: Linda Drew
Ashford Consulting Group
1 Walkers Mill Road
P.O. Box 4644
Wilmington, Delaware 19807

National Financial Services for the Exclusive Benefit of
Our Customers

Seamile & Company
c/o T. Rowe Price Associates
Attn.: Capital Appreciation Fund

Taskforce & Company
c/o T. Rowe Price Associates
Attn.: Equity Income Fund

Tuna & Company
c/o T. Rowe Price Associates
Attn.: New Income Fund

6.04



17.39






11.69


8.48



9.59



15.48

Institutional Floating Rate Fund–F Class

Mac & Company
Attn.: Mutual Fund Operations

7.76

Institutional Global Equity

Mac & Company
Attn.: Mutual Fund Operations

National Financial Services for the Exclusive Benefit of
Our Customers

SEI Private Trust Company
c/o SunTrust Bank

54.13(a)


37.34(a)


8.53

Institutional Global Large-Cap Equity

Croda Inc. Defined Benefit Plan Master TR

c/o State Street Bank and Trust Company
Attn.: Steve Chiles
801 Pennsylvania Avenue
Tower 1 – 5th Floor
Kansas City, Missouri 64105

Longwood Foundation Inc.
100 West 10th Street
Wilmington, Delaware 19801

State Street Bank & Trust Company as

Trustee for Master Trust for Defined Benefit Plans

of Syngenta Corporation

801 Pennsylvania Avenue

Kansas City, Missouri 64105

T. Rowe Price Associates
Attn.: Financial Reporting Department

6.06






53.24(a)



26.80(a)





7.87

Institutional Global Value Equity

T. Rowe Price Associates
Attn.: Financial Reporting Department

100.00(e)

100


   

Fund

Shareholder

%

Institutional High Yield

Bread & Company
c/o T. Rowe Price Associates
Attn.: Balanced Fund

Goldman Sachs & Company
Exclusive Benefit of Customers

National Financial Services for the Exclusive Benefit of
Our Customers

Tuna & Company

5.56



22.11


25.18(a)


13.03

Institutional International Bond

Ladybird & Company

Ladybug & Company

Lakeside & Company

National Financial Services for the Exclusive Benefit of
Our Customers

32.07(d)

32.59(d)

10.19

5.91

Institutional International Core Equity

Dekalb County Pension Plan
1300 Commerce Drive, 4th Floor
Decatur, Georgia 30030

99.30(a)

Institutional International Growth Equity

Brics & Company

FBO Link Belt Pension–T. Rowe Price

14201 North Dallas Parkway

13th Floor

Dallas, Texas 75254

BNA Foreign Equity Fund

Attn: Paul Blakely
1801 South Bell Street
Arlington, Virginia 22202

National Financial Services for the Exclusive Benefit of
Our Customers

State Street Bank & Trust Company Custodian
Houston Metro Transit Authority Fund–MTA Union
805 Pennsylvania Avenue
Tower 2 - 5th Floor
Kansas City, Missouri 64105

State Street Bank & Trust Company Custodian
Houston Metro Transit Authority Fund–MTA Non-Union

The Church Foundation

11.74





16.52




5.29


29.16(a)





22.27


10.05

101


   

Fund

Shareholder

%

Institutional Large-Cap Core Growth

Great-West Trust Company
Retirement Plans
8515 East Orchard Road 2T2
Greenwood Village, Colorado 80111

Mercer Trust Co. Trustee
FBO The Mallinckrodt Pharmaceutical
Retirement Savings and Investment Plan
1 Investors Way
Attn.: DC Plan Admin
Norwood, Massachusetts 02062

National Financial Services for the Exclusive Benefit of
Our Customers

PIMS/Prudential Retirement as Nominee for the

Trustee/Custodian

Union Bank 401(k) Plan

400 California Street, Floor 10

San Francisco, California 94104

State Street Corporation Trustee
FBO Hallmark Cards, Inc.
2 Avenue de Lafayette
Boston, Massachusetts 02111

7.71




8.16






20.34


9.95





7.21

Institutional Large-Cap Growth

Bank of America NA Trustee for
The Bank of America 401(k) Plan
700 Louisiana Street
Houston, Texas 77002

Charles Schwab & Company, Inc.
Reinvest Account

Edward D. Jones & Company

For the Benefit of Customers

12555 Manchester Road

Saint Louis, Missouri 63131

MLPF&S for the Sole Benefit of Its Customers

National Financial Services for the Exclusive Benefit of
Our Customers

SEI Private Trust Company
c/o Suntrust Bank

12.54




6.01


8.27




7.80

12.49


5.59

Institutional Large-Cap Value

Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of
Our Customers

Prudential Bank & Trust
FSB Trustee New York Metro Transit Authority
Attn.: Andrew F. Levesque
280 Trumbull Street
One Commercial Plaza
Hartford, Connecticut 06103

12.32


33.59(a)


9.25

Institutional Long Duration Credit

T. Rowe Price Associates
Attn.: Financial Reporting Department

100.00(e)

102


   

Fund

Shareholder

%

Institutional Mid-Cap Equity Growth

JP Morgan Chase Trustee
FBO Pearson Inc. Retirement Plan
c/o JP Morgan RPS Management Reporting Team
11500 Outlook Street
Overland Park, Kansas 66211

Kentucky Public Employees Deferred
Compensation Authority

c/o Nationwide as Custodian & Recordkeeper

IPO Portfolio Accounting

P.O. Box 182029

Columbus, Ohio 43218

Mac & Company
Attn.: Mutual Fund Operations

National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Retirement Plan Services, Inc.
Omnibus DST
TRP Institutional Mid-Cap Equity Growth

Vanguard Fiduciary Trust Company
T. Rowe Institutional Class
Attn.: Outside Funds/Scott Gellert

Wells Fargo Bank
FBO Lowes 401(k) Plan

6.90





6.76






5.54


23.52


16.97



6.15



5.54

Institutional Small-Cap Stock

National Financial Services for the Exclusive Benefit of
Our Customers

PIMS/Prudential Retirement
As Nominee for The Trustee/Custodian
Union Bank 401(k) Plan

Vanguard Fiduciary Trust Company
T. Rowe Price Institutional Class
Attn.: Outside Funds/Scott Gellert

65.12(a)


7.73



15.37

Institutional U.S. Structured Research

National Financial Services for the Exclusive Benefit of
Our Customers

The Harry and Jeanette Weinberg Foundation, Inc.
7 Park Center Court
Owings Mills, Maryland 21117

Wells Fargo Bank NA

FBO UCARE Minnesota

Wells Fargo Bank NA

FBO PHP - T. Rowe Price Institutional Structured Research

33.44(a)


6.83



5.43


7.67

International Bond

Edward D. Jones & Company
Shareholder Accounting
Attn.: Mutual Fund

National Financial Services for the Exclusive Benefit of
Our Customers

Retirement Portfolio 2020

Spectrum Income Fund
T. Rowe Price Associates
Attn.: Fund Accounting Department

17.73



7.60


8.64

14.44

103


   

Fund

Shareholder

%

International Bond Fund–Advisor Class

Charles Schwab & Company, Inc.
Reinvest Account

ING National Trust

1 Orange Way B3N
Windsor, Connecticut 06095

Morgan Stanley Smith Barney
Harborside Financial Center
Plaza 2, 3rd Floor
Jersey City, New Jersey 07311

National Financial Services for the Exclusive Benefit of
Our Customers

Pershing LLC

7.79


5.47



39.48(a)




8.33


11.32

International Discovery

Charles Schwab & Company, Inc.
Reinvest Account

Edward D. Jones & Company for the Benefit of Customers

National Financial Services for the Exclusive Benefit of
Our Customers

Vanguard Fiduciary Trust Company
T. Rowe Price Retail Class Funds
Attn.: Outside Funds

8.29


5.51

9.51


10.59

International Equity Index

T. Rowe Price Retirement Plan Services, Inc.
Omnibus
New Business Conv. Assets

15.66

International Growth & Income

Retirement Portfolio 2015

Retirement Portfolio 2020

Retirement Portfolio 2025

Retirement Portfolio 2030

Retirement Portfolio 2035

Retirement Portfolio 2040

Spectrum Growth Fund
T. Rowe Price Associates
Attn.: Fund Accounting Department

5.60

14.41

9.80

15.71

7.96

11.56

6.11

International Growth & Income Fund–Advisor Class

American United Life
American Unit Investment Trust

Pershing LLC

State Street Corporation Trustee
FBO ADP Access

7.06


32.96(a)

27.97(a)

104


   

Fund

Shareholder

%

International Growth & Income Fund–R Class

American United Life
Separate Account II

DCGT as Trustee and/or Custodian
FBO Principal Financial Group
Qualified Print Advertising Omnibus

Attn.: NPIO Trade Desk

Emjay Corp Cust
FBO Plans of RPSA Customers
c/o Great West

Nationwide Trust Company FSB
c/o IPO Portfolio Accounting

Saxon & Company

P.O.Box 7780-1888

Philadelphia, Pennsylvannia 19182

State Street Corporation Trustee
FBO ADP Access

14.16


7.12




5.52



7.73


5.09



33.12(a)

International Stock

Edward D. Jones & Company for the Benefit of Customers

Retirement Portfolio 2020

Retirement Portfolio 2025

Retirement Portfolio 2030

Retirement Portfolio 2035

Retirement Portfolio 2040

9.04

9.27

6.29

10.15

5.11

7.46

International Stock Fund–Advisor Class

National Financial Services for the Exclusive Benefit of

Our Customers

87.27(a)

International Stock Fund–R Class

American United Life
American Unit Trust

American United Life
Separate Account II

Capital Bank & Trust Company Trustee
c/o Fascore LLC
PATTCO LLC 401(k)

DCGT as Trustee and/or Custodian
FBO Principal Financial Group
Qualified Print Advertising Omnibus
Attn.: NPI0 Trade Desk

Nationwide Trust Company FSB
c/o IPO Portfolio Accounting

10.43


40.03(a)


10.77



6.34




9.86

105


   

Fund

Shareholder

%

Investment-Grade Corporate Multi-Sector Account Portfolio

Baltimore Equitable Insurance
Attn: Sharon V. Woodward
100 North Charles Street
Baltimore, Maryland 21201

CBE of New Brunswick

Illinois Student Assistance Commission

Attn: Kent Custer

St. Paul Teachers Retirement Fund Association

Attn.: Paul Doane, Executive Director

T. Rowe Price Associates
Attn.: Financial Reporting Department

9.58




30.66(a)

27.13(a)


12.10


20.53

Japan

Morgan Stanley Smith Barney

Spectrum International Fund
T. Rowe Price Associates
Attn.: Fund Account Department

6.08

17.82

Latin America

Charles Schwab & Company, Inc.
Reinvest Account

Pershing LLC

8.89


6.56

Maryland Short-Term Tax-Free Bond

Charles Schwab & Company, Inc.
Reinvest Account

Attn.: Mutual Fund Department

10.33

Maryland Tax-Free Bond

Charles Schwab & Company, Inc.
Reinvest Account

Attn.: Mutual Fund Department

6.56

Maryland Tax-Free Money

Pershing LLC
For Exclusive Benefit of TRP Money Fund
Customer Accounts

7.28

Media & Telecommunications

Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Trust Company
Media & Telecommunications Fund

6.15


5.30


7.46

Mid-Cap Growth

Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Trust Company
Attn.: Asset Reconciliations

7.98


13.74


14.33

Mid-Cap Growth Fund–Advisor Class

ING National Trust as Trustee for the ADP Totalsource Retirement Savings Plan
30 Braintree Hill Office Park
Braintree, Massachusetts 02184

MLPF&S for the Sole Benefit of its Customers

Morgan Stanley Smith Barney

National Financial Services for the Exclusive Benefit of
Our Customers

7.41




6.47

5.52

24.22

106


   

Fund

Shareholder

%

Mid-Cap Growth Fund–R Class

American United Life
Separate Account II

ING Life Insurance & Annuity Company

Nationwide Trust Company FSB
c/o IPO Portfolio Accounting

Suntrust Bank

FBO Various Suntrust Omnibus Accounts

9.98


17.64

13.34


13.74

Mid-Cap Value

National Financial Services for the Exclusive Benefit of
Our Customers

Retirement Portfolio 2030

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account
New Business Group

16.03


5.17

7.88

Mid-Cap Value Fund–Advisor Class

Morgan Stanley Smith Barney

National Financial Services for the Exclusive Benefit of
Our Customers

6.25

49.41(a)

Mid-Cap Value Fund–R Class

American United Life
Separate Account II

ING Life Insurance & Annuity Company

Nationwide Trust Company FSB
c/o IPO Portfolio Accounting

State Street Corporation Trustee
FBO ADP Access

Suntrust Bank
FBO Various Suntrust Omnibus Accounts

5.32


8.47

17.43


31.80(a)


7.44

Mortgage-Backed Securities Multi-Sector Account Portfolio

Baltimore Equitable Insurance
Attn: Sharon V. Woodward

CBE of New Brunswick

Illinois Student Assistance Commission

Attn: Kent Custer

St. Paul Teachers Retirement Fund Association

Attn.: Paul Doane, Executive Director

T. Rowe Price Associates
Attn.: Financial Reporting Department

16.18


16.41

42.80(a)


7.76


16.85

New America Growth

Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of
Our Customers

TD Ameritrade, Inc.
FBO Our Customers

T. Rowe Price Trust Company
Attn.: TRPS Institutional Control Department

10.93


18.94


7.64


5.85

107


   

Fund

Shareholder

%

New America Growth Fund–Advisor Class

Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of
Our Customers

New York Life Trust Company
Client Account
169 Lackawanna Avenue
Parsippany, New Jersey 07054

VRSCO FBO AIG
FSB Custodian Trustee
FBO Wakemed Retirement Savings Plan 403B
2929 Allen Parkway, Suite A6-20
Houston, Texas 77019

13.01


15.32


6.42




5.74

New Asia

National Financial Services for the Exclusive Benefit of
Our Customers

Pershing LLC

13.72


5.08

New Era

Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of
Our Customers

8.86


14.92

New Horizons

National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Trust Company
Attn.: TRPS Institutional Control Department

9.82


11.91

New Income

Edward D. Jones & Company for the Benefit of Our Customers

JP Morgan Clearing Corporation
Omnibus Account for the Exclusive Benefit of Customers

Retirement Portfolio 2010

Retirement Portfolio 2015

Retirement Portfolio 2020

Retirement Portfolio 2025

Retirement Portfolio 2030

Spectrum Income Fund
T. Rowe Price Associates
Attn.: Fund Accounting Department

8.39


8.94


7.02

8.44

15.88

7.84

8.78

7.04

New Income Fund–Advisor Class

Great-West Trust Company
Employee Benefits Clients 401(k)

Morgan Stanley Smith Barney

National Financial Services for the Exclusive Benefit of
Our Customers

TD Ameritrade, Inc.
FBO Our Customers

5.57


25.55(a)

10.98


7.75

108


   

Fund

Shareholder

%

New Income Fund–R Class

Lincoln Retirement Services Company

FBO Mueller Inc. 401(k)

P.O. Box 7876

Fort Wayne, Indiana 46801

Nationwide Trust Company FSB
c/o IPO Portfolio Accounting

State Street Corporation Trustee
FBO ADP Access

Wells Fargo Bank
FBO Various Retirement Plans

8.45




20.34


16.08


8.72

New Jersey Tax-Free Bond

National Financial Services for the Exclusive Benefit of
Our Customers

18.73

New York Tax-Free Money

H. Mark Glasberg and Paula D. Glasberg, Joint Tenants
New York, New York

11.10

Overseas Stock

Retirement Portfolio 2015

Retirement Portfolio 2020

Retirement Portfolio 2025

Retirement Portfolio 2030

Retirement Portfolio 2035

Retirement Portfolio 2040

6.11

15.69

10.59

16.91

8.58

12.44

Personal Strategy Balanced

Mac & Company

National Financial Services for the Exclusive Benefit of
Our Customers

State Street Bank & Trust Company
FBO UBS Savings and Investment Plan
2 Avenue De Lafayette
Boston, Massachusetts 02111

T. Rowe Price Trust Company TR
Balanced
Attn.: Asset Reconciliation

6.11

8.29


6.57




14.76

Personal Strategy Growth

National Financial Services for the Exclusive Benefit of
Our Customers

State Street Bank & Trust Company
FBO UBS Savings and Investment Plan

T. Rowe Price Trust Company TR
Attn.: Growth Asset

6.52


8.23


11.67

Personal Strategy Income

National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Trust Company TR
Income
Attn.: Asset Reconciliation

5.62


6.68

Prime Reserve

T. Rowe Price Associates
Attn.: Financial Reporting Department

T. Rowe Price Trust Company
Attn.: TRPS Institutional Control Department

7.99


6.94

109


   

Fund

Shareholder

%

Real Assets

Retirement Portfolio 2015

Retirement Portfolio 2020

Retirement Portfolio 2025

Retirement Portfolio 2030

Retirement Portfolio 2035

Retirement Portfolio 2040

5.96

15.18

10.27

16.52

8.33

12.14

Real Estate

Charles Schwab & Company, Inc.
Reinvest Account

First Clearing LLC
Special Custody Account for the Exclusive Benefit of
Customers
2801 Market Street
Saint Louis, Missouri 63103

Pershing LLC

8.16


6.49





13.52

Real Estate Fund–Advisor Class

Maxim Series Fund Inc.
8515 East Orchard Road, 2T2
Greenwood Village, Colorado 80111

National Financial Services for the Exclusive Benefit of
Our Customers

28.10(a)



37.29(a)

TRP Reserve Investment

Overlap & Company

c/o T. Rowe Price Associates

Attn: Small-Cap Stock Fund

Seamile & Company

T. Rowe Price Associates, Inc.
T. Rowe Price Managed GIC
Stable Value Fund

Taskforce & Company

Tuna & Company

5.00



8.72

6.30



12.96

7.58

Retirement 2005

National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account

6.58


24.57

Retirement 2005 Fund–Advisor Class

DCGT as Trustee and/or Custodian
FBO Principal Financial Group

Qualified FIA Omnibus

Attn.: NPI0 Trade Desk

Lincoln Retirement Services Company

FBO Groendyke Transport 401(k) Plan

P.O. Box 7876

Fort Wayne, Indiana 46801

National Financial Services for the Exclusive Benefit of
Our Customers

Reliance Trust Company
FBO Retirement Plans Serviced by MetLife

8515 East Orchard Road 2T2

Greenwood Village, Colorado 80111

8.80




7.22




31.16(a)


9.57

110


   

Fund

Shareholder

%

Retirement 2005 Fund–R Class

ING Life Insurance & Annuity Company

NFS LLC

FEBO State Street Bank & Trust Company Trustee
Various Retirement Plans

8.71

74.84(a)

Retirement 2010

National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account
Retirement 2010

10.09


24.22

Retirement 2010 Fund–Advisor Class

Massachusetts Mutual Life Insurance Company
Attn.: RS Fund Operations
1295 State Street
Springfield, Massachusetts 01111

National Financial Services for the Exclusive Benefit of
Our Customers

Taynik & Company
c/o Investors Bank & Trust

P.O Box 9130

Boston, Massachusetts 02117

6.56




18.37


9.51

Retirement 2010 Fund–R Class

ING Life Insurance & Annuity Company

NFS LLC
FEBO State Street Bank & Trust Company
Trustee Various Retirement Plans

State Street Corporation Trustee
FBO ADP Access

Suntrust Bank
FBO Various Suntrust Omnibus Accounts

Taynik & Company
c/o State Street Bank
1200 Crown Colony Drive
Quincy, Massachusetts 02169

5.57

7.20



22.10


7.00


7.49

Retirement 2015

National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account Retirement

11.11


36.02(b)

Retirement 2015 Fund–Advisor Class

National Financial Services for the Exclusive Benefit of
Our Customers

Reliance Trust Company
FBO Retirement Plans Serviced by MetLife

Taynik & Company
c/o State Street Bank

22.54


11.69


5.10

Retirement 2015 Fund–R Class

ING Life Insurance & Annuity Company

NFS LLC
FEBO State Street Bank & Trust Company Trustee
Various Retirement Plans

State Street Corporation Trustee
FBO ADP Access

27.77(a)

9.50



12.19

111


   

Fund

Shareholder

%

Retirement 2020

National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account
Retirement 2020

13.21


35.90(b)

Retirement 2020 Fund–Advisor Class

Massachusetts Mutual Life Insurance Company
Attn.: RS Fund Operations

National Financial Services for the Exclusive Benefit of
Our Customers

Reliance Trust Company
FBO Retirement Plans Serviced by MetLife

Taynik & Company
c/o Investors Bank & Trust

7.98


18.01


5.10


9.38

Retirement 2020 Fund–R Class

ING Life Insurance & Annuity Company

Massachusetts Mutual Life Insurance Company
Attn.: RS Fund Operations

NFS LLC
FEBO State Street Bank & Trust Company Trustee
Various Retirement Plans

State Street Corporation Trustee
FBO ADP Access

Taynik & Company
c/o State Street Bank

6.01

5.09


5.27



24.96


6.28

Retirement 2025

National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account Retirement

13.09


42.96(b)

Retirement 2025 Fund–Advisor Class

National Financial Services for the Exclusive Benefit of
Our Customers

Reliance Trust Company
FBO Retirement Plans Serviced by MetLife

Taynik & Company
c/o State Street Bank

24.47


10.93


5.07

Retirement 2025 Fund–R Class

ING Life Insurance & Annuity Company

NFS LLC
FEBO State Street Bank & Trust Company Trustee
Various Retirement Plans

State Street Corporation Trustee
FBO ADP Access

33.41(a)

8.01



14.47

Retirement 2030

National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account
Retirement 2030

13.76


37.32(b)

112


   

Fund

Shareholder

%

Retirement 2030 Fund–Advisor Class

Massachusetts Mutual Life Insurance Company
Attn.: RS Fund Operations

National Financial Services for the Exclusive Benefit of
Our Customers

Taynik & Company
c/o Investors Bank & Trust

8.35


17.05


10.03

Retirement 2030 Fund–R Class

ING Life Insurance & Annuity Company

Massachusetts Mutual Life Insurance Company
Attn.: RS Fund Operations

State Street Corporation Trustee
FBO ADP Access

Taynik & Company
c/o State Street Bank

5.18

5.89


29.19(a)


6.98

Retirement 2035

National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account Retirement

13.72


44.20(b)

Retirement 2035 Fund–Advisor Class

National Financial Services for the Exclusive Benefit of

Our Customers

Reliance Trust Company

FBO Retirement Plans Serviced by MetLife

Taynik & Company

c/o State Street Bank

24.16


9.03


5.84

Retirement 2035 Fund–R Class

ING Life Insurance & Annuity Company

NFS LLC
FEBO State Street Bank & Trust Company Trustee
Various Retirement Plans

State Street Corporation Trustee
FBO ADP Access

35.44(a)

5.40



15.61

Retirement 2040

National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account
Retirement 2040

14.28


36.81(b)

Retirement 2040 Fund–Advisor Class

Massachusetts Mutual Life Insurance Company
Attn.: RS Fund Operations

National Financial Services for the Exclusive Benefit of
Our Customers

Taynik & Company
c/o Investors Bank & Trust

Wells Fargo Bank
FBO Various Retirement Plans

8.31


16.75


9.55


6.30

113


   

Fund

Shareholder

%

Retirement 2040 Fund–R Class

Massachusetts Mutual Life Insurance Company
Attn.: RS Fund Operations

NFS LLC
FEBO State Street Bank & Trust Company Trustee
Various Retirement Plans

State Street Corporation Trustee
FBO ADP Access

Taynik & Company
c/o State Street Bank

5.27


5.96



31.73(a)


6.09

Retirement 2045

National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account Retirement

14.61


45.88(b)

Retirement 2045 Fund–Advisor Class

Charles Schwab & Company, Inc.
Special Custody Account
FBO Customers

National Financial Services for the Exclusive Benefit of
Our Customers

Reliance Trust Company
FBO Retirement Plans Serviced by MetLife

Taynik & Company
c/o State Street Bank

6.11



26.16(a)


10.08


6.18

Retirement 2045 Fund–R Class

ING Life Insurance & Annuity Company

NFS LLC
FEBO State Street Bank & Trust Company Trustee
Various Retirement Plans

State Street Corporation Trustee
FBO ADP Access

36.26(a)

5.66



16.63

Retirement 2050

National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account Retirement

Wells Fargo Bank
FBO Various Retirement Plans

15.94


37.37(b)


6.01

Retirement 2050 Fund–Advisor Class

Massachusetts Mutual Life Insurance Company
Attn.: RS Fund Operations

National Financial Services for the Exclusive Benefit of
Our Customers

Reliance Trust Company
FBO Retirement Plans Serviced by MetLife

Taynik & Company
c/o Investors Bank & Trust

7.46


19.92


5.57


11.62

Retirement 2050 Fund–R Class

State Street Corporation Trustee
FBO ADP Access

Taynik & Company
c/o State Street Bank

33.80(a)


8.66

114


   

Fund

Shareholder

%

Retirement 2055

National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account Retirement

13.31


39.90(b)

Retirement 2055 Fund–Advisor Class

Great-West Trust Company
Employee Benefits Clients

National Financial Services for the Exclusive Benefit of
Our Customers

Reliance Trust Company
FBO Retirement Plans Serviced by MetLife

Taynik & Company
c/o State Street Bank

8.09


24.99


9.84


6.16

Retirement 2055 Fund–R Class

AXA Equitable
For SA Number 65
500 Plaza Drive, 7th Floor
Secaucus, New Jersey 07094

ING Life Insurance & Annuity Company

State Street Corporation Trustee
FBO ADP Access

5.74




28.03(a)

27.54(a)

Retirement Income

National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account Retirement Income

12.30


20.07

Retirement Income Fund–Advisor Class

Massachusetts Mutual Life Insurance Company
Attn.: RS Fund Operations

National Financial Services for the Exclusive Benefit of
Our Customers

Taynik & Company
c/o Investors Bank & Trust

7.48


18.55


7.61

Retirement Income Fund–R Class

ING Life Insurance & Annuity Company

PIMS/Prudential Retirement
As Nominee for The Trustee/Custodian
NEPC – Taft Hartley Ironworkers
P.O. Box 30124
Salt Lake City, Utah 84130

State Street Corporation Trustee
FBO ADP Access

9.08

10.58





28.52(a)

Science & Technology

T. Rowe Price Retirement Plan Services, Inc.

Omnibus Plan

New Business Group Conv. Assets

17.68

Science & Technology Fund–Advisor Class

John Hancock Life Insurance Company USA

RPS Trading OPS

87.64(a)

Short-Term Bond

Edward D. Jones & Company
Attn.: Mutual Fund Shareholder Accounting

National Financial Services for the Exclusive Benefit of

Our Customers

Spectrum Income Fund

T. Rowe Price Associates

Attn.: Fund Accounting Department

6.90


6.84


9.00

115


   

Fund

Shareholder

%

Short-Term Bond Fund–Advisor Class

SEI Private Trust Company
c/o Edward Jones Trust Company

Genworth Financial Trust Company

FBO Genworth Financial Wealth Mgmt.& Mutual Clients &

FBO Other Custodial Clients

National Financial Services for the Exclusive Benefit of

Our Customers

TD Ameritrade, Inc.

FBO Our Customers

12.71


8.63



44.69(a)


7.00

Short-Term Reserve

JP Morgan Chase Bank

As Agent for Institutional Funds

Attn: Amanda Morley

500 Stanton Christiana Road, OPS 4 Floor 3

Newark, Delaware 19713

State Street Bank & Trust Company

Agent for T. Rowe Price Institutional Funds

56.01(a)





43.04(a)

Small-Cap Stock

Minnesota State Retirement System
Defined Contribution Plans
60 Empire Drive, Suite 300
Saint Paul, Minnesota 55103

National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Trust Company
T. Rowe Price OTC Fund
Attn.: RPS Control Department

6.27




12.10


9.58

Small-Cap Stock Fund–Advisor Class

Fifth Third Bank Trustee
FBO Cintas Partners Plan
Attn.: Michelle Hodgeman, M.D.
38 Fountain Square Plaza
Cincinnati, Ohio 45263

National Financial Services for the Exclusive Benefit of
Our Customers

Vanguard Fiduciary Trust Company
T. Rowe Price Advisor Class Funds

Wells Fargo Bank
FBO Various Retirement Plans

12.03




25.81(a)


5.04


10.63

Small-Cap Value

National Financial Services for the Exclusive Benefit of

Our Customers

T. Rowe Price Trust Company

Attn.: TRPS Institutional Control Department

12.96


18.93

Small-Cap Value Fund–Advisor Class

ICMA Retirement Trust

777 North Capital Street NE

Suite 600

Washington, D.C. 20002

John Hancock Life Insurance Company USA

RPS Trading Ops

National Financial Services for the Exclusive Benefit of

Our Customers

29.77(a)




15.37


16.88

Spectrum Growth

T. Rowe Price Trust Company
Attn.: TRPS Institutional Control Department

9.53

116


   

Fund

Shareholder

%

Spectrum Income

T. Rowe Price Trust Company
Attn.: TRPS Institutional Control Department

15.66

Strategic Income

National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Associates
Attn.: Financial Reporting Department

Young Women’s Christian Association
Retirement Fund
52 Vanderbilt Avenue, Floor 6
Attn.: Jane Tuis

New York, New York 10017

12.84


10.88


10.49

Strategic Income Fund–Advisor Class

Charles Schwab & Company, Inc.
Special Custody Account
FBO Customers

LPL Financial

9785 Towne Centre Drive

San Diego, California 92121

National Financial Services for the Exclusive Benefit of
Our Customers

Pershing LLC

TD Ameritrade, Inc.
FBO Our Customers

9.99



8.33



15.92


23.87

13.80

Summit Cash Reserves

T. Rowe Price Associates
Attn.: Financial Reporting Department

T. Rowe Price Trust Company
Attn.: Asset Reconciliations

9.21


10.68

Summit Municipal Income

Edward D. Jones & Company
Attn.: Mutual Fund Shareholder Accounting

First Clearing LLC

Special Custody Account for the Exclusive Benefit of Customers

Saxon & Company

16.25


6.83



14.71

Summit Municipal Income Fund–Advisor Class

Pershing LLC

T. Rowe Price Associates
Attn.: Financial Reporting Department

51.52(a)

44.68(e)

Summit Municipal Intermediate

Charles Schwab & Company, Inc.
Reinvest Account

Edward D. Jones & Company
Attn.: Mutual Fund Shareholder Accounting

First Clearing LLC

Special Custody Account for the Exclusive Benefit of Customers

JP Morgan Clearing Corporation
Omnibus Account for the Exclusive Benefit of Customers

MLPF&S for the Sole Benefit of Its Customers

Pershing LLC

Saxon & Company

10.83


15.90


12.05



13.76


6.98

5.10

6.22

117


   

Fund

Shareholder

%

Summit Municipal Intermediate Fund–Advisor Class

Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Associates
Attn.: Financial Reporting Department

22.73


66.01(a)


5.77

Summit Municipal Money Market

James S. Riepe

Gail P. Riepe, Tenent

Cockeysville, Maryland

5.32

Target Retirement 2005

T. Rowe Price Associates
Attn.: Financial Reporting Department

T. Rowe Price Trust Company
Custodian for Rollover IRA of Donald R. Sanders

T. Rowe Price Trust Company
Custodian for Roth IRA of Denise Prusiewicz

51.46(e)


15.41


33.13(c)

Target Retirement 2005–Advisor Class

T. Rowe Price Associates
Attn.: Financial Reporting Department

100.00(e)

Target Retirement 2010

T. Rowe Price Associates
Attn.: Financial Reporting Department

T. Rowe Price Trust Company
Custodian for Rollover IRA of George Foster

33.24(e)


66.76(c)

Target Retirement 2010–Advisor Class

T. Rowe Price Associates
Attn.: Financial Reporting Department

100.00(e)

Target Retirement 2015

T. Rowe Price Associates
Attn.: Financial Reporting Department

T. Rowe Price Trust Company
Custodian for Rollover IRA of Thomas V. Warthen

T. Rowe Price Trust Company
Custodian for IRA of Toni A. Miley

81.10(e)


7.26


6.62

Target Retirement 2015–Advisor Class

T. Rowe Price Associates
Attn.: Financial Reporting Department

100.00(e)

Target Retirement 2020

T. Rowe Price Associates
Attn.: Financial Reporting Department

98.04(e)

Target Retirement 2020–Advisor Class

T. Rowe Price Associates
Attn.: Financial Reporting Department

100.00(e)

Target Retirement 2025

T. Rowe Price Associates
Attn.: Financial Reporting Department

T. Rowe Price Trust Company
Custodian for Rollover IRA of Joseph W. Brennan

T. Rowe Price Trust Company
Custodian for Rollover IRA of Robert K. Mauser

T. Rowe Price Trust Company
Custodian for IRA of Carol M. Lambert

48.58(e)


17.79


26.42(c)


5.77

Target Retirement 2025–Advisor Class

T. Rowe Price Associates
Attn.: Financial Reporting Department

100.00(e)

Target Retirement 2030

T. Rowe Price Associates
Attn.: Financial Reporting Department

94.66(e)

Target Retirement 2030–Advisor Class

T. Rowe Price Associates
Attn.: Financial Reporting Department

100.00(e)

Target Retirement 2035

T. Rowe Price Associates
Attn.: Financial Reporting Department

100.00(e)

118


   

Fund

Shareholder

%

Target Retirement 2035–Advisor Class

T. Rowe Price Associates
Attn.: Financial Reporting Department

100.00(e)

Target Retirement 2040

T. Rowe Price Associates
Attn.: Financial Reporting Department

95.80(e)

Target Retirement 2040–Advisor Class

T. Rowe Price Associates
Attn.: Financial Reporting Department

100.00(e)

Target Retirement 2045

T. Rowe Price Associates
Attn.: Financial Reporting Department

97.71(e)

Target Retirement 2045–Advisor Class

T. Rowe Price Associates
Attn.: Financial Reporting Department

100.00(e)

Target Retirement 2050

T. Rowe Price Associates
Attn.: Financial Reporting Department

98.21(e)

Target Retirement 2050–Advisor Class

T. Rowe Price Associates
Attn.: Financial Reporting Department

100.00(e)

Target Retirement 2055

T. Rowe Price Associates
Attn.: Financial Reporting Department

98.42(e)

Target Retirement 2055–Advisor Class

T. Rowe Price Associates
Attn.: Financial Reporting Department

100.00(e)

Tax-Exempt Money

Edward D. Jones & Company
Shareholder Accounting
Attn.: Mutual Fund

Pershing LLC
For Exclusive Benefit of TRP Money Fund
Customer Accounts

Susan A. Feith

Wisconsin Rapids, Wisconsin

T. Rowe Price Associates
Attn.: Financial Reporting Department

18.52



5.80



5.50


5.45

Tax-Free High Yield

Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of
Our Customers

9.55


5.31

Tax-Free High Yield Fund–Advisor Class

Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Associates
Attn.: Financial Reporting Department

83.17(a)


7.60


6.18

Tax-Free Income Fund–Advisor Class

JP Morgan Clearing Corporation
Omnibus Account for the Exclusive Benefit of Customers

National Financial Services for the Exclusive Benefit of
Our Customers

27.01(a)


70.31(a)

119


   

Fund

Shareholder

%

Tax-Free Short-Intermediate

Charles Schwab & Company, Inc.
Reinvest Account

First Clearing LLC

Special Custody Account for the Exclusive Benefit of Customers

National Financial Services for the Exclusive Benefit of
Our Customers

Pershing LLC

T. Rowe Price Associates
Attn.: Financial Reporting Department

15.09


13.66



11.00


5.89

5.71

Tax-Free Short-Intermediate Fund–Advisor Class

Charles Schwab & Company, Inc.
Reinvest Account

D A Davidson & Co. Inc. FBO David K. Grant
P.O. Box 5015

Great Falls, Montana 59403

National Financial Services for the Exclusive Benefit of
Our Customers

RBC Capital Markets LLC
c/o John Crouch & Linda Crouch
Lewisville, Texas

TD Ameritrade, Inc.

FBO Our Customers

8.20


6.95



33.06(a)


13.03



30.11(a)

Total Equity Market Index

Maryland College Investment Plan
Global Equity Market Index
Attn.: Fund Accounting

100 East Pratt Street, Floor 7

Baltimore, Maryland 21202

9.75

U.S. Bond Enhanced Index

Education Trust of Alaska

c/o T. Rowe Price Associates

Attn.: Dawn Wagner, Fixed Income

T. Rowe Price Retirement Plan Services, Inc.

Omnibus Plan

New Business Group Conv. Assets

7.81



12.93

U.S. Large-Cap Core

T. Rowe Price Associates
Attn.: Financial Reporting Department

14.81

U.S. Large-Cap Core Fund–Advisor Class

Charles Schwab & Company, Inc.
Reinvest Account

Pershing LLC

T. Rowe Price Associates
Attn.: Financial Reporting Department

24.72


10.11

57.61(e)

U.S. Treasury Intermediate

T. Rowe Price Trust Company
Attn.: TRPS Institutional Control Department

8.87

U.S. Treasury Long-Term

Spectrum Income Fund
T. Rowe Price Associates
Attn.: Fund Accounting Department

T. Rowe Price Trust Company
Attn.: TRPS Institutional Control Department

35.68(d)



6.70

Ultra Short-Term Bond

Mac & Company

T. Rowe Price Associates
Attn.: Financial Reporting Department

8.91

50.11(e)

120


   

Fund

Shareholder

%

Value

Retirement Portfolio 2020

Retirement Portfolio 2025

Retirement Portfolio 2030

Retirement Portfolio 2035

Retirement Portfolio 2040

Retirement Portfolio 2045

10.88

9.26

17.28

9.56

14.43

5.59

Value Fund–Advisor Class

Mac & Company

ING Life Insurance & Annuity Company

ING National Trust

National Financial Services for the Exclusive Benefit of
Our Customers

5.96

11.25

11.88

36.71(a)

Virginia Tax-Free Bond

Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of
Our Customers

8.62


8.23

(a) At the level of ownership indicated, the shareholder would have greater power to determine the outcome of any matters affecting a fund or one of its classes that are submitted to shareholders for vote.

(b) T. Rowe Price Retirement Plan Services, Inc. is a wholly owned subsidiary of T. Rowe Price Associates, Inc., which is a wholly owned subsidiary of T. Rowe Price Group, Inc., each a Maryland corporation. T. Rowe Price Retirement Plan Services, Inc. is not the beneficial owner of these shares. Such shares are held of record by T. Rowe Price Retirement Plan Services, Inc. and are normally voted by various retirement plans and retirement plan participants.

(c) T. Rowe Price Trust Company is a wholly owned subsidiary of T. Rowe Price Associates, Inc., which is a wholly owned subsidiary of T. Rowe Price Group, Inc., each a Maryland corporation. T. Rowe Price Trust Company is not the beneficial owner of these shares. Such shares are held of record by T. Rowe Price Trust Company and are normally voted by various retirement plans and retirement plan participants.

(d) The indicated percentage of the outstanding shares of this fund are owned by another T. Rowe Price fund and held in the nominee name indicated. Shares of the fund are “echo-voted” by the T. Rowe Price fund that owns the shares in the same proportion that the shares of the underlying fund are voted by other shareholders.

(e) T. Rowe Price Associates, Inc. is a wholly owned subsidiary of T. Rowe Price Group, Inc., each a Maryland corporation. Securities owned by T. Rowe Price Associates, Inc. are the result of contributions to the fund at the fund’s inception in order to provide the fund with sufficient capital to invest in accordance with its investment program. At the level of ownership indicated, T. Rowe Price Associates, Inc. would be able to determine the outcome of most issues that were submitted to shareholders for vote.

INVESTMENT MANAGEMENT AGREEMENTS

T. Rowe Price is the investment adviser for all of the Price Funds and has executed an Investment Management Agreement with each fund. For certain Price Funds, T. Rowe Price has entered into an investment sub-advisory agreement with T. Rowe Price International, Price Hong Kong, and/or Price Singapore. T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore are hereinafter referred to collectively as “Investment Managers.” T. Rowe Price is a wholly owned subsidiary of T. Rowe Price Group, Inc. T. Rowe Price International is a wholly owned subsidiary of T. Rowe Price. Price Hong Kong and Price Singapore are wholly owned subsidiaries of T. Rowe Price International.

121


Investment Management Services

Under the Investment Management Agreements, T. Rowe Price is responsible for supervising and overseeing investments of the funds in accordance with the funds’ investment objectives, programs, and restrictions as provided in the funds’ prospectuses and this SAI. In addition, T. Rowe Price provides the funds with certain corporate administrative services, including: maintaining the funds’ corporate existence and corporate records; registering and qualifying fund shares under federal laws; monitoring the financial, accounting, and administrative functions of the funds; maintaining liaison with the agents employed by the funds such as the funds’ custodian and transfer agent; assisting the funds in the coordination of such agent’s activities; and permitting employees of the Investment Managers to serve as officers, directors, and committee members of the funds without cost to the funds. For those Price Funds for which T. Rowe Price has not entered into a sub-advisory agreement, T. Rowe Price is responsible for making discretionary investment decisions on behalf of the funds and is generally responsible for effecting all security transactions, including the negotiation of commissions and the allocation of principal business and portfolio brokerage.

With respect to the Africa & Middle East, Emerging Europe, Emerging Markets Local Currency Bond, Emerging Markets Stock, European Stock, Institutional Africa & Middle East, Institutional Concentrated International Equity, Institutional Emerging Markets Equity, Institutional Global Value Equity, Institutional International Growth Equity, Institutional International Bond, International Bond, International Discovery, International Growth & Income, International Equity Index, International Stock, Japan, Latin America, New Asia, and Strategic Income Funds, and the Emerging Markets Local Multi-Sector Account Portfolio, T. Rowe Price has entered into a sub-advisory agreement with T. Rowe Price International under which, subject to the supervision of T. Rowe Price, T. Rowe Price International is authorized to trade securities and make discretionary investment decisions on behalf of each fund. Under the sub-advisory agreement, T. Rowe Price International is responsible for effecting all securities transactions on behalf of the funds, including the negotiation of commissions and the allocation of principal business and portfolio brokerage. For the Strategic Income Fund, T. Rowe Price International’s discretionary investment decisions and trading execution are limited to the fund’s international investment-grade fixed income investments in developed markets.

With respect to the Japan Fund and the Japanese investments of the International Discovery Fund, T. Rowe Price has entered into a sub-advisory agreement with the Tokyo Branch of T. Rowe Price International (“TRPI-Tokyo”) under which, subject to the supervision of T. Rowe Price, TRPI-Tokyo is authorized to trade Japanese securities and make discretionary investment decisions on behalf of each fund’s Japanese investments.

With respect to the International Discovery and New Asia Funds, T. Rowe Price has entered into a sub-advisory agreement with Price Hong Kong (in addition to their sub-advisory agreement with T. Rowe Price International) under which, subject to the supervision of T. Rowe Price and T. Rowe Price International, Price Hong Kong is authorized to trade securities and make certain discretionary investment decisions on behalf of each fund. Under the sub-advisory agreement, Price Hong Kong is responsible for selecting the funds’ investments in the Asia-Pacific region and effecting security transactions on behalf of the funds, including the negotiation of commissions and the allocation of principal business and portfolio brokerage.

With respect to the Global Infrastructure Fund and Real Assets Fund, T. Rowe Price has entered into a sub-advisory agreement with Price Singapore under which, subject to the supervision of T. Rowe Price, Price Singapore is authorized to make discretionary investment decisions on behalf of each fund and to facilitate the trading of each fund’s securities. Under the sub-advisory agreements, Price Singapore may delegate trading execution to T. Rowe Price, T. Rowe Price International, or Price Hong Kong.

The Investment Management Agreements also provide that T. Rowe Price, and its directors, officers, employees, and certain other persons performing specific functions for the funds, will be liable to the funds only for losses resulting from willful misfeasance, bad faith, gross negligence, or reckless disregard of duty. The sub-advisory agreements have a similar provision limiting the liability of the investment sub-adviser for errors, mistakes, and losses other than those caused by its willful misfeasance, bad faith, or gross negligence.

Under the Investment Management Agreements and sub-advisory agreements, the Investment Managers are permitted to utilize the services or facilities of others to provide them or the funds with statistical and other

122


factual information, advice regarding economic factors and trends, advice as to occasional transactions in specific securities, and such other information, advice, or assistance as the Investment Managers may deem necessary, appropriate, or convenient for the discharge of their obligations under the Investment Management Agreements (and sub-advisory agreement, if applicable) or otherwise helpful to the funds.

Control of Investment Adviser

T. Rowe Price Group, Inc. (“Group”) is a publicly owned company and owns 100% of the stock of T. Rowe Price Associates, Inc., which in turn owns 100% of T. Rowe Price International Ltd, which in turn owns 100% each of T. Rowe Price Hong Kong Limited and T. Rowe Price Singapore Private Ltd. Group was formed in 2000 as a holding company for the T. Rowe Price-affiliated companies.

Management Fees

All funds except Index, Institutional, Multi-Sector Account Portfolios, TRP Reserve, Retirement, Spectrum, Summit Income, and Summit Municipal Funds

The funds pay T. Rowe Price a fee (“Fee”) which consists of two components: a Group Management Fee (“Group Fee”) and an Individual Fund Fee (“Fund Fee”). The Fee is paid monthly to T. Rowe Price on the first business day of the next succeeding calendar month and is calculated as described next.

The monthly Group Fee (“Monthly Group Fee”) is the sum of the daily Group Fee accruals (“Daily Group Fee Accruals”) for each month. The Daily Group Fee Accrual for any particular day is computed by multiplying the Price Funds’ group fee accrual as determined below (“Daily Price Funds’ Group Fee Accrual”) by the ratio of the Price Funds’ net assets for that day to the sum of the aggregate net assets of the Price Funds for that day. The Daily Price Funds’ Group Fee Accrual for any particular day is calculated by multiplying the fraction of one (1) over the number of calendar days in the year by the annualized Daily Price Funds’ Group Fee Accrual for that day as determined in accordance with the following schedule:

      

0.480%

First $1 billion

0.350%

Next $2 billion

0.300%

Next $40 billion

0.450%

Next $1 billion

0.340%

Next $5 billion

0.295%

Next $40 billion

0.420%

Next $1 billion

0.330%

Next $10 billion

0.290%

Next $60 billion

0.390%

Next $1 billion

0.320%

Next $10 billion

0.285%

Next $80 billion

0.370%

Next $1 billion

0.310%

Next $16 billion

0.280%

Next $100 billion

0.360%

Next $2 billion

0.305%

Next $30 billion

0.275%

Thereafter

For the purpose of calculating the Group Fee, the Price Funds include all the mutual funds distributed by Investment Services (excluding the Retirement Funds, Spectrum Funds, TRP Reserve Funds, and any Index or private label mutual funds). For the purpose of calculating the Daily Price Funds’ Group Fee Accrual for any particular day, the net assets of each Price Fund are determined in accordance with each fund’s prospectus as of the close of business on the previous business day on which the fund was open for business.

The monthly Fund Fee (“Monthly Fund Fee”) is the sum of the daily Fund Fee accruals (“Daily Fund Fee Accruals”) for each month. The Daily Fund Fee Accrual for any particular day is computed by multiplying the fraction of one (1) over the number of calendar days in the year by the individual fund fee. The product of this calculation is multiplied by the net assets of the fund for that day, as determined in accordance with the fund’s prospectus as of the close of business on the previous business day on which the fund was open for business. The individual fund fees are listed in the following tables:

   

Fund

Fee %

Africa & Middle East

0.75

 

Balanced

0.15

 

Blue Chip Growth

0.30

(a)

California Tax-Free Bond

0.10

 

California Tax-Free Money

0.10

 

123


   

Fund

Fee %

Capital Appreciation

0.30

 

Capital Opportunity

0.20

 

Corporate Income

0.15

 

Diversified Mid-Cap Growth

0.35

 

Diversified Small-Cap Growth

0.35

 

Dividend Growth

0.20

 

Emerging Europe

0.75

 

Emerging Markets Bond

0.45

 

Emerging Markets Corporate Bond

0.50

 

Emerging Markets Local Currency Bond

0.45

 

Emerging Markets Stock

0.75

 

Equity Income

0.25

(b)

European Stock

0.50

 

Financial Services

0.35

 

Floating Rate

0.30

 

GNMA

0.15

 

Georgia Tax-Free Bond

0.10

 

Global Allocation

0.40

 

Global Infrastructure

0.50

 

Global Large-Cap Stock

0.35

 

Global Real Estate

0.40

 

Global Stock

0.35

 

Global Technology

0.45

 

Growth & Income

0.25

 

Growth Stock

0.25

(b)

Health Sciences

0.35

 

High Yield

0.30

 

Inflation Protected Bond

0.05

 

International Bond

0.35

 

International Discovery

0.75

 

International Growth & Income

0.35

 

International Stock

0.35

 

Japan

0.50

 

Latin America

0.75

 

Maryland Short-Term Tax-Free Bond

0.10

 

Maryland Tax-Free Bond

0.10

 

Maryland Tax-Free Money

0.10

 

Media & Telecommunications

0.35

 

Mid-Cap Growth

0.35

(c)

Mid-Cap Value

0.35

 

New America Growth

0.35

 

New Asia

0.50

 

New Era

0.25

 

New Horizons

0.35

 

New Income

0.15

 

124


   

Fund

Fee %

New Jersey Tax-Free Bond

0.10

 

New York Tax-Free Bond

0.10

 

New York Tax-Free Money

0.10

 

Overseas Stock

0.35

 

Personal Strategy Balanced

0.25

 

Personal Strategy Growth

0.30

 

Personal Strategy Income

0.15

 

Prime Reserve

0.05

 

Real Assets

0.35

 

Real Estate

0.30

 

Science & Technology

0.35

 

Short-Term Bond

0.10

 

Small-Cap Stock

0.45

 

Small-Cap Value

0.35

 

Strategic Income

0.20

 

Tax-Efficient Equity

0.35

 

Tax-Exempt Money

0.10

 

Tax-Free High Yield

0.30

 

Tax-Free Income

0.15

 

Tax-Free Short-Intermediate

0.10

 

Tax-Free Ultra Short-Term Bond

0.08

 

U.S. Large-Cap Core

0.25

 

U.S. Treasury Intermediate

0.00

 

U.S. Treasury Long-Term

0.00

 

U.S. Treasury Money

0.00

 

Ultra Short-Term Bond

0.08

 

Value

0.35

 

Virginia Tax-Free Bond

0.10

 

(a) On assets up to $15 billion and 0.255% on assets above $15 billion.

(b) On assets up to $15 billion and 0.21% on assets above $15 billion.

(c) On assets up to $15 billion and 0.30% on assets above $15 billion.

Index, Institutional, Summit Income, and Summit Municipal Funds

The following funds pay T. Rowe Price an annual investment management fee in monthly installments of the amount listed below based on the average daily net asset value of the fund.

  

Fund

Fee %

Equity Index 500

0.10

Institutional Africa & Middle East

1.00

Institutional Concentrated International Equity

0.65

Institutional Global Equity

0.65

Institutional Global Large-Cap Equity

0.65

Institutional Global Value Equity

0.65

Institutional International Core Equity

0.65

Institutional International Growth Equity

0.70

Institutional Large-Cap Core Growth

0.55

125


  

Fund

Fee %

Institutional Large-Cap Growth

0.55

Institutional Large-Cap Value

0.55

Institutional Mid-Cap Equity Growth

0.60

Institutional Small-Cap Stock

0.65

Institutional U.S. Structured Research

0.50

The following funds (“Single Fee Funds”) pay T. Rowe Price a single annual investment management fee in monthly installments of the amount listed below based on the average daily net asset value of the fund.

  

Fund

Fee %

Extended Equity Market Index

0.40

Inflation Focused Bond

0.50

Institutional Core Plus

0.40

Institutional Emerging Markets Bond

0.70

Institutional Emerging Markets Equity

1.10

Institutional Floating Rate

0.55

Institutional High Yield

0.50

Institutional International Bond

0.55

Institutional Long Duration Credit

0.45

International Equity Index

0.50

Summit Cash Reserves

0.45

Summit GNMA

0.60

Summit Municipal Income

0.50

Summit Municipal Intermediate

0.50

Summit Municipal Money Market

0.45

Total Equity Market Index

0.40

U.S. Bond Enhanced Index

0.30

The Investment Management Agreement between each Single Fee Fund and T. Rowe Price provides that T. Rowe Price will pay all expenses of each fund’s operations except for interest; taxes; brokerage commissions, and other charges incident to the purchase, sale, or lending of the fund’s portfolio securities; and such non-recurring or extraordinary expenses that may arise, including the costs of actions, suits, or proceedings to which the fund is a party and the expenses the fund may incur as a result of its obligation to provide indemnification to its officers, directors, and agents. However, the Boards for the funds reserve the right to impose additional fees against shareholder accounts to defray expenses which would otherwise be paid by T. Rowe Price under the Investment Management Agreement. The Boards do not anticipate levying such charges; such a fee, if charged, may be retained by the funds or paid to the Investment Managers.

The Fee is paid monthly to T. Rowe Price on the first business day of the next succeeding calendar month and is the sum of the Daily Fee accruals for each month. The Daily Fee accrual for any particular day is calculated by multiplying the fraction of one (1) over the number of calendar days in the year by the appropriate Fee. The product of this calculation is multiplied by the net assets of the fund for that day, as determined in accordance with each fund’s prospectus as of the close of business on the previous business day on which the fund was open for business.

Multi-Sector Account Portfolios, Retirement Funds, Spectrum Funds and TRP Reserve Funds

None of these funds pays T. Rowe Price an investment management fee.

126


Investment Sub-advisory Agreements

Pursuant to each of the sub-advisory agreements that T. Rowe Price has entered into on behalf of a Price Fund (other than the Emerging Markets Local Multi-Sector Account Portfolio), T. Rowe Price may pay the investment subadviser up to 60% of the management fee that T. Rowe Price receives from that fund.

Management Fee Compensation

The following table sets forth the total management fees, if any, paid to the Investment Managers by each fund, during the fiscal years indicated:

    

Fund

Fiscal Year Ended

2/28/13

2/29/12

2/28/11

California Tax-Free Bond

$1,586,000

$1,377,000

$1,393,000

California Tax-Free Money

329,000

335,000

368,000

Floating Rate Multi-Sector Account Portfolio

(c)

(a)

(a)

Georgia Tax-Free Bond

903,000

747,000

724,000

High Yield Multi-Sector Account Portfolio

(c)

(a)

(a)

Investment-Grade Corporate Multi-Sector Account Portfolio

(c)

(a)

(a)

Maryland Short-Term Tax-Free Bond

885,000

956,000

1,046,000

Maryland Tax-Free Bond

8,186,000

7,228,000

7,284,000

Maryland Tax-Free Money

497,000

578,000

623,000

Mortgage-Backed Securities Multi-Sector Account Portfolio

(c)

(a)

(a)

New Jersey Tax-Free Bond

1,148,000

987,000

1,013,000

New York Tax-Free Bond

1,703,000

1,409,000

1,414,000

New York Tax-Free Money

326,000

366,000

400,000

Tax-Efficient Equity

624,000

562,000

501,000

Tax-Exempt Money

3,432,000

3,849,000

3,615,000

Tax-Free High Yield(b)

14,083,000

10,515,000

11,053,000

Tax-Free Income(b)

13,543,000

13,251,000

12,560,000

Tax-Free Short-Intermediate(b)

7,419,000

6,135,000

5,456,000

Tax-Free Ultra Short-Term Bond

(a)

(a)

(a)

Virginia Tax-Free Bond

3,907,000

3,327,000

3,251,000

(a) Prior to commencement of operations.

(b) The fund has two classes of shares. The management fee is allocated to each class based on relative net assets.

(c) The fund does not pay an investment management fee

    

Fund

Fiscal Year Ended

5/31/13

5/31/12

5/31/11

Corporate Income

$2,968,000

$2,844,000

$3,343,000

Floating Rate(a)

603,000

234,000

(b)

GNMA

8,015,000

7,531,000

6,963,000

TRP Government Reserve Investment

(c)

(c)

(c)

High Yield(a)

55,350,000

51,500,000

48,512,000

127


    

Fund

Fiscal Year Ended

5/31/13

5/31/12

5/31/11

Inflation Focused Bond(d)

19,018,000

14,886,000

11,680,000

Inflation Protected Bond

1,928,000

1,670,000

1,251,000

Institutional Core Plus(a)(d)

89,000

674,000

474,000

Institutional Floating Rate(a)(d)

12,608,000

10,083,000

6,113,000

Institutional High Yield(d)

13,599,000

9,740,000

6,629,000

Institutional Long Duration Credit

(b)

(b)

(b)

New Income(e)

90,186,000

70,974,000

58,504,000

Personal Strategy Balanced

9,410,000

8,831,000

8,607,000

Personal Strategy Growth

7,093,000

6,610,000

6,582,000

Personal Strategy Income

4,946,000

4,393,000

4,141,000

Prime Reserve

19,992,000

19,796,000

19,458,000

TRP Reserve Investment

(c)

(c)

(c)

Retirement 2005

(c)

(c)

(c)

Retirement 2010

(c)

(c)

(c)

Retirement 2015

(c)

(c)

(c)

Retirement 2020

(c)

(c)

(c)

Retirement 2025

(c)

(c)

(c)

Retirement 2030

(c)

(c)

(c)

Retirement 2035

(c)

(c)

(c)

Retirement 2040

(c)

(c)

(c)

Retirement 2045

(c)

(c)

(c)

Retirement 2050

(c)

(c)

(c)

Retirement 2055

(c)

(c)

(c)

Retirement Income

(c)

(c)

(c)

Short-Term Bond(a)

26,635,000

23,553,000

22,685,000

Short-Term Government Reserve

(c)

(b)

(b)

Short-Term Reserve

(c)

(b)

(b)

Strategic Income(a)

1,392,000

1,176,000

972,000

Target Retirement 2005

(b)

(b)

(b)

Target Retirement 2010

(b)

(b)

(b)

Target Retirement 2015

(b)

(b)

(b)

Target Retirement 2020

(b)

(b)

(b)

Target Retirement 2025

(b)

(b)

(b)

Target Retirement 2030

(b)

(b)

(b)

Target Retirement 2035

(b)

(b)

(b)

Target Retirement 2040

(b)

(b)

(b)

Target Retirement 2045

(b)

(b)

(b)

Target Retirement 2050

(b)

(b)

(b)

Target Retirement 2055

(b)

(b)

(b)

128


    

Fund

Fiscal Year Ended

5/31/13

5/31/12

5/31/11

U.S. Treasury Intermediate

1,642,000

1,456,000

1,439,000

U.S. Treasury Long-Term

1,534,000

1,172,000

908,000

U.S. Treasury Money

5,618,000

5,540,000

5,535,000

Ultra Short-Term Bond

271,000

(b)

(b)

(a) The fund has two classes of shares. The management fee is allocated to each class based on relative net assets.

(b) Prior to commencement of operations.

(c) The fund does not pay an investment management fee.

(d) The fee includes investment and administrative expenses.

(e) The fund has three classes of shares. The management fee is allocated to each class based on relative net assets.

    

Fund

Fiscal Year Ended

10/31/12

10/31/11

10/31/10

Africa & Middle East

$1,535,000

$2,071,000

$2,221,000

Emerging Europe

4,590,000

7,489,000

7,448,000

Emerging Markets Stock

67,016,000

57,609,000

48,683,000

European Stock

5,363,000

6,183,000

5,431,000

Global Allocation(a)

(b)

(b)

(b)

Global Infrastructure(a)

333,000

337,000

140,000

Global Large-Cap Stock(a)

400,000

350,000

249,000

Global Stock(a)

3,584,000

4,735,000

4,866,000

Institutional Africa & Middle East

1,320,000

1,199,000

827,000

Institutional Concentrated International Equity

48,000

50,000

12,000

Institutional Emerging Markets Equity(c)

9,580,000

8,833,000

5,432,000

Institutional Global Equity

1,030,000

1,147,000

1,226,000

Institutional Global Large-Cap Equity

391,000

369,000

223,000

Institutional Global Value Equity

13,000

(b)

(b)

Institutional International Core Equity

410,000

322,000

0

Institutional International Growth Equity

520,000

507,000

434,000

International Discovery

26,136,000

28,272,000

23,915,000

International Equity Index(c)

1,783,000

1,938,000

2,049,000

International Growth & Income(d)

31,913,000

25,124,000

20,526,000

International Stock(d)

52,717,000

43,889,000

38,050,000

Japan

1,348,000

1,625,000

1,626,000

Latin America

20,688,000

28,930,000

29,710,000

New Asia

32,852,000

36,839,000

34,468,000

Overseas Stock

27,926,000

20,081,000

14,361,000

Summit Cash Reserves(c)

25,494,000

25,798,000

25,005,000

Summit GNMA(c)

1,285,000

1,055,000

1,060,000

Summit Municipal Income(a)(c)

3,368,000

2,622,000

2,394,000

129


    

Fund

Fiscal Year Ended

10/31/12

10/31/11

10/31/10

Summit Municipal Intermediate(a)(c)

10,264,000

8,795,000

7,054,000

Summit Municipal Money Market(c)

904,000

948,000

1,119,000

U.S. Bond Enhanced Index(c)

3,064,000

2,446,000

1,616,000

(a) The fund has two classes of shares. The management fee is allocated to each class based on relative net assets.

(b) Prior to commencement of operations.

(c) The fee includes investment management fees and administrative expenses.

(d) The fund has three classes of shares. The management fee is allocated to each class based on relative net assets.

    

Fund

Fiscal Year Ended

12/31/12

12/31/11

12/31/10

Balanced

$14,554,000

$13,950,000

$12,708,000

Blue Chip Growth(a)

84,997,000

69,851,000

63,531,000

Capital Appreciation(b)

76,517,000

66,899,000

59,332,000

Capital Opportunity(a)

1,794,000

1,444,000

1,219,000

Diversified Mid-Cap Growth

1,259,000

1,209,000

726,000

Diversified Small-Cap Growth

1,673,000

1,210,000

608,000

Dividend Growth

12,540,000

9,427,000

6,125,000

Emerging Markets Bond

26,481,000

21,690,000

17,780,000

Emerging Markets Corporate Bond(b)

119,000

(d)

(d)

Emerging Markets Corporate Multi-Sector Account Portfolio

(e)

(d)

(d)

Emerging Markets Local Currency Bond(b)

359,000

152,000

(d)

Emerging Markets Local Multi-Sector Account Portfolio

(e)

(d)

(d)

Equity Income(a)

125,484,000

116,095,000

99,044,000

Equity Index 500

14,684,000

13,531,000

14,104,000

Extended Equity Market Index(c)

1,598,000

1,487,000

1,364,000

Financial Services

2,071,000

2,006,000

2,290,000

Global Real Estate(b)

555,000

310,000

172,000

Global Technology

4,965,000

3,716,000

2,274,000

Growth & Income

6,310,000

6,134,000

5,773,000

Growth Stock(a)

154,138,000

137,117,000

117,595,000

Health Sciences

28,279,000

18,865,000

14,942,000

Institutional Emerging Markets Bond(c)

1,666,000

1,394,000

1,304,000

Institutional International Bond(c)

843,000

1,084,000

1,138,000

Institutional Large-Cap Core Growth

2,186,000

1,368,000

901,000

Institutional Large-Cap Growth

26,725,000

15,818,000

10,932,000

Institutional Large-Cap Value

4,834,000

3,305,000

2,432,000

Institutional Mid-Cap Equity Growth

16,359,000

9,561,000

3,548,000

Institutional Small-Cap Stock

5,484,000

3,276,000

2,285,000

Institutional U.S. Structured Research

2,717,000

2,876,000

1,860,000

130


    

Fund

Fiscal Year Ended

12/31/12

12/31/11

12/31/10

International Bond(b)

33,327,000

34,719,000

28,277,000

Media & Telecommunications

14,284,000

13,030,000

10,578,000

Mid-Cap Growth(a)

116,777,000

123,991,000

111,365,000

Mid-Cap Value(a)

58,472,000

58,754,000

54,182,000

New America Growth(b)

21,749,000

12,570,000

6,519,000

New Era

24,641,000

30,599,000

27,355,000

New Horizons

60,313,000

52,289,000

41,117,000

Real Assets

17,198,000

13,203,000

2,069,000

Real Estate(b)

21,021,000

16,942,000

15,086,000

Science & Technology(b)

17,951,000

19,909,000

17,947,000

Small-Cap Stock(b)

53,336,000

52,293,000

42,729,000

Small-Cap Value(b)

47,986,000

46,105,000

39,801,000

Spectrum Growth

(e)

(e)

(e)

Spectrum Income

(e)

(e)

(e)

Spectrum International

(e)

(e)

(e)

Total Equity Market Index(c)

2,489,000

2,202,000

1,887,000

U.S. Large-Cap Core(b)

240,000

193,000

104,000

Value(b)

82,781,000

78,910,000

65,819,000

(a) The fund has three classes of shares. The management fee is allocated to each class based on relative net assets.

(b) The fund has two classes of shares. The management fee is allocated to each class based on relative net assets.

(c) The fee includes investment management fees and administrative expenses.

(d) Prior to commencement of operations.

(e) The fund does not pay an investment management fee.

Expense Limitations and Reimbursements

The following chart sets forth contractual expense ratio limitations and the periods for which they are effective. For each fund, the Investment Managers have agreed to bear any fund expenses (other than interest, taxes, brokerage, and other expenditures that are capitalized in accordance with generally accepted accounting principles, extraordinary expenses, and acquired fund fees) which would cause the funds’ ratio of expenses to average net assets to exceed the indicated percentage limitation. The expenses borne by the Investment Managers are subject to reimbursement by the funds through the indicated reimbursement date, provided no reimbursement will be made if it would result in the funds’ expense ratios exceeding their applicable limitations.

    

Fund

Limitation Period

Expense Ratio Limitation %

Reimbursement

Date

California Tax-Free Money(b)

July 1, 2013 – June 30, 2015

0.55

(a)

Capital Opportunity Fund–Advisor Class

May 1, 2010 – April 30, 2012

1.10

April 30, 2014(d)

Capital Opportunity Fund–R Class(c)

May 1, 2012 – April 30, 2014

1.35

April 30, 2016(d)

Diversified Small-Cap Growth

May 1, 2010 – April 30, 2012

1.25

April 30, 2014(d)

Emerging Markets Corporate Bond

May 24, 2012 – April 30, 2015

1.15

(a)

131


    

Fund

Limitation Period

Expense Ratio Limitation %

Reimbursement

Date

Emerging Markets Corporate Bond Fund–Advisor Class

May 24, 2012 – April 30, 2015

1.25

(a)

Emerging Markets Local Currency Bond

May 26, 2011 – April 30, 2014

1.10

(a)

Emerging Markets Local Currency Bond Fund–Advisor Class

May 26, 2011 – April 30, 2014

1.20

(a)

Equity Index 500(e)

May 1, 2012 – April 30, 2014

0.30

April 30, 2016(d)

Floating Rate(f)

October 1, 2013 - September 30, 2015

0.85

(a)

Floating Rate Fund–Advisor Class(g)

October 1, 2013 - September 30, 2015

0.95

(a)

Global Allocation

May 28, 2013 – February 29, 2016

1.05

(a)

Global Allocation Fund–Advisor Class

May 28, 2013 – February 29, 2016

1.15

(a)

Global Infrastructure(h)

March 1, 2012 – February 28, 2014

1.10

(a)

Global Infrastructure Fund–Advisor Class(i)

March 1, 2012 – February 28, 2014

1.20

(a)

Global Large-Cap Stock(j)

March 1, 2013 – February 28, 2015

1.00

(a)

Global Large-Cap Stock Fund–Advisor Class(k)

March 1, 2013 – February 28, 2015

1.10

(a)

Global Real Estate(l)

May 1, 2013 – April 30, 2015

1.05

(a)

Global Real Estate Fund–Advisor Class(m)

May 1, 2013 – April 30, 2015

1.15

(a)

Global Stock Fund–Advisor Class(n)

March 1, 2012 – February 28, 2014

1.15

February 29, 2016(d)

Inflation Protected Bond(o)

October 1, 2012 – September 30, 2014

0.50

September 30, 2016(d)

Institutional Africa & Middle East(p)

March 1, 2013 – February 28, 2015

1.25

(a)

Institutional Concentrated International Equity(q)

March 1, 2013 – February 28, 2015

0.75

(a)

Institutional Global Equity(r)

March 1, 2013 – February 28, 2015

0.75

(a)

Institutional International Core Equity(s)

March 1, 2013 – February 28, 2015

0.75

(a)

Institutional Global Large-Cap Equity(t)

March 1, 2013 – February 28, 2015

0.75

(a)

Institutional Global Value Equity

July 26, 2012 – February 28, 2014

0.75

(a)

Institutional International Growth Equity(u)

March 1, 2012 - February 28, 2014

0.75

February 29, 2016(d)

Institutional Large-Cap Core Growth(v)

May 1, 2011 – April 30, 2013

0.65

April 30, 2015(d)

Institutional U.S. Structured Research(w)

May 1, 2012 – April 30, 2014

0.55

(a)

International Stock Fund–R Class(x)

March 1, 2012 – February 28, 2014

1.40

(a)

New America Growth Fund–Advisor Class

May 1, 2010 – April 30, 2012

1.10

(a)

New Income Fund–R Class(y)

October 1, 2012 – September 30, 2014

1.15

(a)

New York Tax-Free Money(z)

July 1, 2013 – June 30, 2015

0.55

(a)

Real Assets

July 28, 2010 – April 30, 2013

1.10

(a)

Strategic Income Fund(aa)

October 1, 2011 – September 30, 2013

0.80

(a)

Strategic Income Fund–Advisor Class(bb)

October 1, 2013 – September 30, 2015

0.95

(a)

Tax-Efficient Equity

July 1, 2010 – June 30, 2012

1.25

June 30, 2014(d)

Tax-Free High Yield Fund–Advisor Class

August 8, 2012 – June 30, 2015

1.05

(a)

Tax-Free Short-Intermediate Fund–Advisor Class

August 8, 2012 – June 30, 2015

0.85

(a)

Tax-Free Ultra Short-Term Bond Fund

December 3, 2012 – June 30, 2015

0.35

(a)

U.S. Large-Cap Core Fund(cc)

May 1, 2012 – April 30, 2014

1.15

(a)

U.S. Large-Cap Core Fund–Advisor Class(dd)

May 1, 2012 – April 30, 2014

1.20

(a)

132


    

Fund

Limitation Period

Expense Ratio Limitation %

Reimbursement

Date

U.S. Treasury Intermediate Fund

November 1, 2009 – September 30, 2012

0.55

September 30, 2014(d)

U.S. Treasury Long-Term Fund (ee)

October 1, 2012 – September 30, 2014

0.55

September 30, 2016(d)

Ultra Short-Term Bond Fund

December 3, 2012 – September 30, 2015

0.35

(a)

(a) No reimbursement will be made more than three years after any waiver or payment.

(b) The California Tax-Free Money Fund previously operated under a 0.55% expense limitation that expired June 30, 2013.

(c) The Capital Opportunity Fund–R Class previously operated under a 1.35% expense limitation that expired April 30, 2012. The reimbursement period for this limitation extends through April 30, 2014.

(d) No reimbursement will be made after the reimbursement date or three years after any waiver or payment, whichever is sooner.

(e) The Equity Index 500 Fund previously operated under a 0.30% expense limitation that expired April 30, 2012. The reimbursement period for this limitation extends through April 30, 2014.

(f) The Floating Rate Fund previously operated under a 0.85% expense limitation that expired September 30, 2013.

(g) The Floating Rate Fund–Advisor Class previously operated under a 0.95% expense limitation that expired September 30, 2013.

(h) The Global Infrastructure Fund previously operated under a 1.10% expense limitation that expired February 29, 2012.

(i) The Global Infrastructure Fund–Advisor Class previously operated under a 1.20% expense limitation that expired February 29, 2012.

(j) The Global Large-Cap Stock Fund previously operated under a 1.00% expense limitation that expired February 28, 2013.

(k) The Global Large-Cap Stock Fund–Advisor Class previously operated under a 1.10% expense limitation that expired February 28, 2013.

(l) The Global Real Estate Fund previously operated under a 1.05% expense limitation.

(m) The Global Real Estate Fund–Advisor Class previously operated under a 1.15% expense limitation.

(n) The Global Stock Fund–Advisor Class previously operated under a 1.15% expense limitation that expired February 29, 2011. The reimbursement period for this limitation extends through February 28, 2014.

(o) The Inflation Protected Bond Fund previously operated under a 0.50% expense limitation that expired September 30, 2012. The reimbursement period for this limitation extends through September 30, 2014.

(p) The Institutional Africa & Middle East Fund previously operated under a 1.25% expense limitation that expired February 28, 2013.

(q) The Institutional Concentrated International Equity Fund previously operated under a 0.75% expense limitation that expired February 28, 2013.

(r) The Institutional Global Equity Fund previously operated under a 0.75% expense limitation that expired February 28, 2013.

(s) The Institutional International Core Equity Fund previously operated under a 0.75% expense limitation that expired February 28, 2013.

(t) The Institutional Global Large-Cap Equity Fund previously operated under a 0.75% expense limitation that expired February 28, 2013.

(u) The Institutional International Growth Equity Fund previously operated under a 0.75% expense limitation that expired February 29, 2012.

(v) The Institutional Large-Cap Core Growth Fund previously operated under a 0.65% expense limitation that expired April 30, 2011. The reimbursement period for this limitation extends through April 30, 2013.

(w) The Institutional Structured Research Fund previously operated under a 0.55% expense limitation that expired April 30, 2012.

133


(x) The International Stock Fund–R Class previously operated under a 1.40% expense limitation that expired February 29, 2012.

(y) The New Income Fund–R Class previously operated under a 1.15% expense limitation that expired September 30, 2012.

(z) The New York Tax-Free Money Fund previously operated under a 0.55% expense limitation that expired June 30, 2013.

(aa) The Strategic Income Fund previously operated under a 0.80% expense limitation that expired September 30, 2013.

(bb) The Strategic Income Fund–Advisor Class previously operated under a 0.95% expense limitation that expired September 30, 2013.

(cc) The U.S. Large-Cap Core Fund previously operated under a 1.15% expense limitation that expired April 30, 2012.

(dd) The U.S. Large-Cap Core Fund–Advisor Class previously operated under a 1.20% expense limitation that expired April 30, 2012.

(ee) The U.S. Treasury Long-Term Fund previously operated under a 0.55% expense limitation that expired September 30, 2012. The reimbursement period for this limitation extends through September 30, 2014.

The Investment Management Agreements between the funds and the Investment Managers provide that each fund will bear all expenses of its operations not specifically assumed by the Investment Managers.

For the purpose of determining whether a fund is entitled to expense limitation, the expenses of a fund are calculated on a monthly basis. If a fund is entitled to expense limitation, that month’s advisory fee will be reduced or postponed, with any adjustment made after the end of the year.

Except for the California and New York Funds, each of the above-referenced funds’ Investment Management Agreement also provides that one or more additional expense limitation periods (of the same or different time periods) may be implemented after the expiration of the current expense limitation, and that with respect to any such additional limitation period, the funds may reimburse the Investment Managers, provided the reimbursement does not result in the funds’ aggregate expenses exceeding the additional expense limitation. No reimbursement may be made by the California and New York Funds unless approved by shareholders.

California Tax-Free Money Fund At February 28, 2013, management fees in the amount of $108,000 were waived. Including these amounts, management fees waived in the amount of $322,000 remain subject to repayment.

Capital Opportunity Fund–R Class At December 31, 2012, expenses in the amount of $5,000 were reimbursed to the manager. Including these amounts, expenses previously reimbursed by the manager in the amount of $9,000 remain subject to repayment.

Emerging Markets Corporate Bond Fund and Emerging Markets Corporate Bond Fund–Advisor Class At December 31, 2012, management fees in the amount of $114,000 were waived and expenses in the amount of $77,000 were reimbursed by the manager. Including these amounts, management fees waived and expenses previously reimbursed by the manager in the amount of $191,000 remain subject to repayment.

Emerging Markets Local Currency Bond Fund and Emerging Markets Local Currency Bond Fund–Advisor Class At December 31, 2012, management fees in the amount of $186,000 were waived and expenses in the amount of $87,000 were reimbursed by the manager. Including these amounts, management fees waived and expenses previously reimbursed by the manager in the amount of $445,000 remain subject to repayment.

Equity Index 500 Fund At December 31, 2012, management fees in the amount of $794,000 were repaid and there were no amounts subject to repayment.

Floating Rate Fund and Floating Rate Fund–Advisor Class At May 31, 2013, management fees in the amount of $132,000 were waived and expenses in the amount of $93,000 were reimbursed by the manager. Including these amounts, management fees waived and expenses previously reimbursed by the manager in the amount of $476,000 remain subject to repayment.

Global Infrastructure Fund and Global Infrastructure Fund–Advisor Class At October 31, 2012, management fees in the amount of $196,000 were waived and expenses in the amount of $105,000 were

134


reimbursed by the manager. Including these amounts, management fees waived and expenses previously reimbursed by the manager in the amount of $858,000 remain subject to repayment.

Global Large-Cap Stock Fund and Global Large-Cap Stock Fund–Advisor Class At October 31, 2012, management fees in the amount of $90,000 were waived and expenses in the amount of $118,000 were reimbursed by the manager. Including these amounts, management fees waived and expenses previously reimbursed by the manager in the amount of $657,000 remain subject to repayment.

Global Real Estate Fund and Global Real Estate Fund–Advisor Class At December 31, 2012, management fees in the amount of $84,000 were waived and expenses in the amount of $160,000 were reimbursed by the manager. Including these amounts, management fees waived and expenses previously reimbursed by the manager in the amount of $895,000 remain subject to repayment.

Global Stock Fund–Advisor Class At October 31, 2012, expenses in the amount of $4,000 were repaid to the manager. Including these amounts, expenses previously reimbursed by the manager in the amount of $8,000 remain subject to repayment.

Inflation Protected Bond Fund At May 31, 2013, management fees in the amount of $309,000 were waived. Including these amounts, management fees waived in the amount of $820,000 remain subject to repayment.

Institutional Africa & Middle East Fund At October 31, 2012, management fees in the amount of $21,000 were waived. Including these amounts, management fees waived in the amount of $201,000 remain subject to repayment.

Institutional Concentrated International Equity Fund At October 31, 2012, management fees in the amount of $48,000 were waived and expenses in the amount of $190,000 were reimbursed by the manager. Including these amounts, management fees waived and expenses previously reimbursed by the manager in the amount of $521,000 remain subject to repayment.

Institutional Global Equity Fund At October 31, 2012, management fees in the amount of $143,000 were waived. Including these amounts, management fees waived in the amount of $412,000 remain subject to repayment.

Institutional Global Large-Cap Equity Fund At October 31, 2012, management fees in the amount of $215,000 were waived and expenses in the amount of $1,000 were reimbursed by the manager. Including these amounts, management fees waived and expenses previously reimbursed by the manager in the amount of $661,000 remain subject to repayment.

Institutional Global Value Equity Fund At October 31, 2012, management fees in the amount of $13,000 were waived and expenses in the amount of $55,000 were reimbursed by the manager. Including these amounts, management fees waived and expenses previously reimbursed by the manager in the amount of $68,000 remain subject to repayment.

Institutional International Core Equity Fund At October 31, 2012, management fees in the amount of $212,000 were waived. Including these amounts, management fees waived and expenses previously reimbursed by the manager in the amount of $423,000 remain subject to repayment.

Institutional International Growth Equity Fund At October 31, 2012, management fees in the amount of $252,000 were waived. Including these amounts, management fees waived in the amount of $768,000 remain subject to repayment.

Institutional Large-Cap Core Growth Fund At December 31, 2012, management fees in the amount of $99,000 were reimbursed by the manager. Including these amounts, management fees waived in the amount of $67,000 remain subject to repayment.

Institutional U.S. Structured Research Fund At December 31, 2012, management fees in the amount of $4,000 were waived. Including these amounts, management fees waived in the amount of $146,000 remain subject to repayment.

135


International Stock Fund– R Class At October 31, 2012, expenses in the amount of $2,000 were repaid to the manager. Including these amounts, expenses previously reimbursed by the manager in the amount of $4,000 remain subject to repayment.

New America Growth Fund–Advisor Class At December 31, 2012, there were no amounts subject to repayment. The Advisor Class operated below its expense limit.

New Income Fund–R Class At May 31, 2013, expenses in the amount of $9,000 were repaid to the manager. Including these amounts, expenses previously reimbursed by the manager in the amount of $19,000 remain subject to repayment.

New York Tax-Free Money Fund At February 28, 2013, management fees in the amount of $108,000 were waived. Including these amounts, management fees waived in the amount of $297,000 remain subject to repayment.

Real Assets Fund At December 31, 2012, there were no amounts subject to repayment. The fund operated below its expense limit.

Strategic Income Fund and Strategic Income Fund–Advisor Class At May 31, 2013, expenses in the amount of $168,000 were repaid to the manager. Including these amounts, management fees waived and expenses previously reimbursed by the manager in the amount of $12,000 remain subject to repayment.

Tax-Efficient Equity Fund At February 28, 2013, there were no amounts subject to repayment. The fund operated below its expense limit.

U.S. Large-Cap Core and U.S. Large-Cap Core Growth–Advisor Class At December 31, 2012, management fees in the amount of $7,000 were waived and expenses in the amount of $73,000 were reimbursed by the manager. Including these amounts, management fees waived and expenses previously reimbursed by the manager in the amount of $425,000 remain subject to repayment.

U.S. Treasury Intermediate At May 31, 2013, there were no amounts subject to repayment. The fund operated below its expense limit.

U.S. Treasury Long-Term At May 31, 2013, management fees in the amount of $35,000 were repaid and there were no amounts subject to repayment.

Management Related Services

In addition to the management fee, the funds (other than the Single-Fee Funds) pay for the following: shareholder service expenses; custodial, accounting, legal, and audit fees; costs of preparing and printing prospectuses and reports sent to shareholders; registration fees and expenses; proxy and annual meeting expenses (if any); and directors’ fees and expenses.

T. Rowe Price Services, Inc. (“Services”), a wholly owned subsidiary of T. Rowe Price, acts as the funds’ transfer and dividend disbursing agent and provides shareholder and administrative services. T. Rowe Price Retirement Plan Services, Inc. (“RPS”), also a wholly owned subsidiary, provides recordkeeping, sub-transfer agency, and administrative services for certain types of retirement plans investing in the funds. The fees paid by the funds to Services are based on the costs to Services of providing these services plus a return on capital employed in support of the services.

The fees paid to RPS are based on the percentage of Price Fund assets for which RPS provides recordkeeping and sub-transfer agency services. The fees paid to Services and RPS are set forth in each fund’s shareholder report under “Related Party Transactions.” The address for Services and RPS is 100 East Pratt Street, Baltimore, Maryland 21202.

T. Rowe Price, under a separate agreement with the funds, provides accounting services to the funds. The funds paid the expenses shown in the following table during the fiscal years indicated to T. Rowe Price for accounting services.

136


    

Fund

Fiscal Year Ended

2/28/13

2/29/12

2/28/11

California Tax-Free Bond

$94,000

$91,000

$84,000

California Tax-Free Money

94,000

91,000

84,000

Floating Rate Multi-Sector Account Portfolio

(a)

(a)

Georgia Tax-Free Bond

94,000

91,000

84,000

High Yield Multi-Sector Account Portfolio

(a)

(a)

Investment-Grade Corporate Multi-Sector Account Portfolio

(a)

(a)

Maryland Short-Term Tax-Free Bond

94,000

91,000

84,000

Maryland Tax-Free Bond

119,000

120,000

113,000

Maryland Tax-Free Money

94,000

91,000

84,000

Mortgage-Backed Securities Multi-Sector Account Portfolio

(a)

(a)

New Jersey Tax-Free Bond

94,000

91,000

84,000

New York Tax-Free Bond

94,000

91,000

84,000

New York Tax-Free Money

94,000

91,000

84,000

Tax-Efficient Equity

94,000

91,000

84,000

Tax-Exempt Money

119,000

120,000

113,000

Tax-Free High Yield

156,000

149,000

148,000

Tax-Free High Yield Fund–Advisor Class

(b)

(a)

(a)

Tax-Free Income

86,000

78,000

81,000

Tax-Free Income Fund–Advisor Class

54,000

59,000

46,000

Tax-Free Short-Intermediate

106,000

91,000

84,000

Tax-Free Short-Intermediate Fund–Advisor Class

(b)

(a)

(a)

Tax-Free Ultra Short-Term Bond

(a)

(a)

(a)

Virginia Tax-Free Bond

94,000

84,000

65,000

(a) Prior to commencement of operations.

(b) Less than $1,000

    

Fund

Fiscal Year Ended

5/31/13

5/31/12

5/31/11

Corporate Income

$143,000

$148,000

$149,000

GNMA

118,000

120,000

115,000

Floating Rate

159,000

151,000

(a)

Floating Rate Fund–Advisor Class

4,000

2,000

(a)

TRP Government Reserve Investment

93,000

92,000

86,000

High Yield

166,000

162,000

152,000

High Yield Fund–Advisor Class

29,000

37,000

45,000

Inflation Focused Bond

143,000

148,000

149,000

Inflation Protected Bond

143,000

148,000

149,000

Institutional Core Plus

193,000

197,000

192,000

Institutional Core Plus Fund–F Class

2,000

1,000

(b)

137


    

Fund

Fiscal Year Ended

5/31/13

5/31/12

5/31/11

Institutional Floating Rate

131,000

157,000

191,000

Institutional Floating Rate Fund–F Class

49,000

42,000

2,000

Institutional High Yield

175,000

181,000

182,000

Institutional Long Duration Credit

(a)

(a)

(a)

New Income

214,000

215,000

208,000

New Income Fund–Advisor Class

(b)

(b)

2,000

New Income Fund–R Class

(b)

(b)

(b)

Personal Strategy Balanced

175,000

181,000

182,000

Personal Strategy Growth

175,000

181,000

182,000

Personal Strategy Income

175,000

181,000

182,000

Prime Reserve

118,000

120,000

115,000

TRP Reserve Investment

118,000

138,000

149,000

Retirement 2005

(c)

(c)

(c)

Retirement 2005 Fund–Advisor Class

(c)

(c)

(c)

Retirement 2005 Fund–R Class

(c)

(c)

(c)

Retirement 2010

(c)

(c)

(c)

Retirement 2010 Fund–Advisor Class

(c)

(c)

(c)

Retirement 2010 Fund–R Class

(c)

(c)

(c)

Retirement 2015

(c)

(c)

(c)

Retirement 2015 Fund–Advisor Class

(c)

(c)

(c)

Retirement 2015 Fund–R Class

(c)

(c)

(c)

Retirement 2020

(c)

(c)

(c)

Retirement 2020 Fund–Advisor Class

(c)

(c)

(c)

Retirement 2020 Fund–R Class

(c)

(c)

(c)

Retirement 2025

(c)

(c)

(c)

Retirement 2025 Fund–Advisor Class

(c)

(c)

(c)

Retirement 2025 Fund–R Class

(c)

(c)

(c)

Retirement 2030

(c)

(c)

(c)

Retirement 2030 Fund–Advisor Class

(c)

(c)

(c)

Retirement 2030 Fund–R Class

(c)

(c)

(c)

Retirement 2035

(c)

(c)

(c)

Retirement 2035 Fund–Advisor Class

(c)

(c)

(c)

Retirement 2035 Fund–R Class

(c)

(c)

(c)

Retirement 2040

(c)

(c)

(c)

Retirement 2040 Fund–Advisor Class

(c)

(c)

(c)

Retirement 2040 Fund–R Class

(c)

(c)

(c)

Retirement 2045

(c)

(c)

(c)

Retirement 2045 Fund–Advisor Class

(c)

(c)

(c)

Retirement 2045 Fund–R Class

(c)

(c)

(c)

Retirement 2050

(c)

(c)

(c)

Retirement 2050 Fund–Advisor Class

(c)

(c)

(c)

138


    

Fund

Fiscal Year Ended

5/31/13

5/31/12

5/31/11

Retirement 2050 Fund–R Class

(c)

(c)

(c)

Retirement 2055

(c)

(c)

(c)

Retirement 2055 Fund–Advisor Class

(c)

(c)

(c)

Retirement 2055 Fund–R Class

(c)

(c)

(c)

Retirement Income

(c)

(c)

(c)

Short-Term Bond

146,000

155,000

148,000

Short-Term Bond Fund–Advisor Class

17,000

10,000

15,000

Short-Term Government Reserve

(a)

(a)

(a)

Short-Term Reserve

(a)

(a)

(a)

Strategic Income

194,000

198,000

196,000

Strategic Income Fund–Advisor Class

(b)

(b)

(b)

Target Retirement 2005

(a)

(a)

(a)

Target Retirement 2005 Fund–Advisor Class

(a)

(a)

(a)

Target Retirement 2010

(a)

(a)

(a)

Target Retirement 2010 Fund–Advisor Class

(a)

(a)

(a)

Target Retirement 2015

(a)

(a)

(a)

Target Retirement 2015 Fund–Advisor Class

(a)

(a)

(a)

Target Retirement 2020

(a)

(a)

(a)

Target Retirement 2020 Fund–Advisor Class

(a)

(a)

(a)

Target Retirement 2025

(a)

(a)

(a)

Target Retirement 2025 Fund–Advisor Class

(a)

(a)

(a)

Target Retirement 2030

(a)

(a)

(a)

Target Retirement 2030 Fund–Advisor Class

(a)

(a)

(a)

Target Retirement 2035

(a)

(a)

(a)

Target Retirement 2035 Fund–Advisor Class

(a)

(a)

(a)

Target Retirement 2040

(a)

(a)

(a)

Target Retirement 2040 Fund–Advisor Class

(a)

(a)

(a)

Target Retirement 2045

(a)

(a)

(a)

Target Retirement 2045 Fund–Advisor Class

(a)

(a)

(a)

Target Retirement 2050

(a)

(a)

(a)

Target Retirement 2050 Fund–Advisor Class

(a)

(a)

(a)

Target Retirement 2055

(a)

(a)

(a)

Target Retirement 2055 Fund–Advisor Class

(a)

(a)

(a)

U.S. Treasury Intermediate

93,000

92,000

86,000

U.S. Treasury Long-Term

93,000

92,000

86,000

U.S. Treasury Money

93,000

92,000

86,000

Ultra Short-Term Bond

57,000

(a)

(a)

(a) Prior to commencement of operations.

(b) Less than $1,000.

(c) Paid by underlying Price Funds pursuant to the Special Servicing Agreement.

139


    

Fund

Fiscal Year Ended

10/31/12

10/31/11

10/31/10

Africa & Middle East

$177,000

$184,000

$174,000

Emerging Europe

120,000

118,000

108,000

Emerging Markets Stock

177,000

184,000

174,000

European Stock

120,000

118,000

109,000

Global Allocation

(a)

(a)

(a)

Global Allocation Fund–Advisor Class

(a)

(a)

(a)

Global Infrastructure

164,000

164,000

120,000

Global Infrastructure Fund–Advisor Class

1,000

(b)

3,000

Global Large-Cap Stock

138,000

132,000

120,000

Global Large-Cap Stock Fund–Advisor Class

1,000

1,000

2,000

Global Stock

139,000

132,000

119,000

Global Stock Fund–Advisor Class

(b)

1,000

2,000

Institutional Africa & Middle East

177,000

184,000

174,000

Institutional Concentrated International Equity

120,000

118,000

29,000

Institutional Emerging Markets Equity

146,000

149,000

143,000

Institutional Global Equity

120,000

118,000

108,000

Institutional Global Large-Cap Equity

120,000

118,000

108,000

Institutional Global Value Equity

32,000

(a)

(a)

Institutional International Core Equity

120,000

124,000

2,000

Institutional International Growth Equity

120,000

118,000

108,000

International Discovery

146,000

149,000

144,000

International Equity Index

177,000

184,000

170,000

International Growth & Income

152,000

139,000

124,000

International Growth & Income Fund–Advisor Class

5,000

8,000

9,000

International Growth & Income Fund–R Class

1,000

1,000

2,000

International Stock

154,000

146,000

138,000

International Stock Fund–Advisor Class

5,000

2,000

1,000

International Stock Fund–R Class

(b)

(b)

(b)

Japan

94,000

88,000

80,000

Latin America

120,000

118,000

109,000

New Asia

146,000

149,000

143,000

Overseas Stock

146,000

149,000

143,000

Summit Cash Reserves

120,000

118,000

108,000

Summit GNMA

120,000

118,000

108,000

Summit Municipal Income

99,000

88,000

80,000

Summit Municipal Income Fund–Advisor Class

(b)

(a)

(a)

140


    

Fund

Fiscal Year Ended

10/31/12

10/31/11

10/31/10

Summit Municipal Intermediate

99,000

88,000

80,000

Summit Municipal Intermediate Fund–Advisor Class

(b)

(a)

(a)

Summit Municipal Money Market

120,000

118,000

108,000

U.S. Bond Enhanced Index

120,000

118,000

108,000

(a) Prior to commencement of operations.

(b) Less than $1,000.

    

Fund

Fiscal Year Ended

12/31/12

12/31/11

12/31/10

Balanced

$175,000

$185,000

$180,000

Blue Chip Growth

122,000

113,000

101,000

Blue Chip Growth Fund–Advisor Class

12,000

8,000

8,000

Blue Chip Growth Fund–R Class

2,000

1,000

1,000

Capital Appreciation

190,000

196,000

189,000

Capital Appreciation Fund–Advisor Class

5,000

5,000

4,000

Capital Opportunity

157,000

148,000

133,000

Capital Opportunity Fund–Advisor Class

2,000

4,000

5,000

Capital Opportunity Fund–R Class

1,000

(a)

(a)

Diversified Mid-Cap Growth

95,000

90,000

83,000

Diversified Small-Cap Growth

95,000

90,000

83,000

Dividend Growth

109,000

102,000

94,000

Dividend Growth Fund–Advisor Class

6,000

4,000

2,000

Emerging Markets Bond

175,000

185,000

180,000

Emerging Markets Corporate Bond

116,000

(b)

(b)

Emerging Markets Corporate Bond Fund–Advisor Class

2,000

(b)

(b)

Emerging Markets Corporate Multi-Sector Account Portfolio

(b)

(b)

(b)

Emerging Markets Local Currency Bond

194,000

119,000

(b)

Emerging Markets Local Currency Bond Fund–Advisor Class

1,000

1,000

(b)

Emerging Markets Local Multi-Sector Account Portfolio

(b)

(b)

(b)

Equity Income

121,000

110,000

99,000

Equity Income Fund–Advisor Class

12,000

11,000

10,000

Equity Income Fund Fund–R Class

2,000

1,000

1,000

Equity Index 500

145,000

150,000

143,000

Extended Equity Market Index

145,000

150,000

148,000

Financial Services

95,000

90,000

83,000

Global Real Estate

187,000

197,000

189,000

Global Real Estate Fund–Advisor Class

8,000

4,000

4,000

141


    

Fund

Fiscal Year Ended

12/31/12

12/31/11

12/31/10

Global Technology

120,000

120,000

112,000

Growth & Income

95,000

90,000

83,000

Growth Stock

144,000

136,000

122,000

Growth Stock Fund–Advisor Class

12,000

12,000

12,000

Growth Stock Fund–R Class

4,000

4,000

4,000

Health Sciences

175,000

185,000

181,000

Institutional Emerging Markets Bond

145,000

185,000

180,000

Institutional International Bond

145,000

185,000

180,000

Institutional Large-Cap Core Growth

95,000

90,000

83,000

Institutional Large-Cap Growth

95,000

90,000

83,000

Institutional Large-Cap Value

95,000

90,000

83,000

Institutional Mid-Cap Equity Growth

95,000

90,000

83,000

Institutional Small-Cap Stock

95,000

90,000

83,000

Institutional U.S. Structured Research

120,000

120,000

112,000

International Bond

154,000

181,000

170,000

International Bond Fund–Advisor Class

11,000

20,000

23,000

Media & Telecommunications

120,000

120,000

112,000

Mid-Cap Growth

126,000

113,000

102,000

Mid-Cap Growth Fund–Advisor Class

7,000

7,000

5,000

Mid-Cap Growth Fund–R Class

2,000

2,000

1,000

Mid-Cap Value

122,000

109,000

96,000

Mid-Cap Value Fund–Advisor Class

9,000

9,000

9,000

Mid-Cap Value Fund–R Class

4,000

4,000

4,000

New America Growth

99,000

98,000

93,000

New America Fund–Advisor Class

16,000

8,000

3,000

New Era

95,000

90,000

83,000

New Horizons

120,000

120,000

112,000

Real Assets

175,000

185,000

63,000

Real Estate

153,000

157,000

154,000

Real Estate Fund–Advisor Class

12,000

9,000

7,000

Science & Technology

121,000

118,000

109,000

Science & Technology Fund–Advisor Class

19,000

18,000

18,000

Small-Cap Stock

111,000

102,000

92,000

Small-Cap Stock Fund–Advisor Class

4,000

4,000

4,000

Small-Cap Value

142,000

142,000

139,000

Small-Cap Value Fund–Advisor Class

23,000

24,000

23,000

Spectrum Growth

(c)

(c)

(c)

Spectrum Income

(c)

(c)

(c)

Spectrum International

(c)

(c)

(c)

Total Equity Market Index

145,000

150,000

148,000

U.S. Large-Cap Core

114,000

105,000

94,000

142


    

Fund

Fiscal Year Ended

12/31/12

12/31/11

12/31/10

U.S. Large-Cap Core–Advisor Class

1,000

1,000

2,000

Value

112,000

103,000

93,000

Value Fund–Advisor Class

3,000

3,000

3,000

(a) Less than $1,000.

(b) Prior to commencement of operations.

(c) Paid by underlying Price Funds pursuant to the Special Servicing Agreement.

529 Plans

T. Rowe Price is the investment manager of several college savings plans established by states under section 529 of the Code. Each plan has a number of portfolios that invest in underlying Price Funds including Blue Chip Growth, Emerging Markets Bond, Emerging Markets Stock, Equity Income, Equity Index 500, Extended Equity Market Index, Financial Services, Health Sciences, High Yield, Inflation Focused Bond, International Bond, International Equity Index, International Growth & Income, International Stock, Mid-Cap Growth, Mid-Cap Value, New Horizons, New Income, Overseas Stock, Real Assets, Science & Technology, Short-Term Bond, Small-Cap Stock, Spectrum Income, Summit Cash Reserves, Total Equity Market Index, U.S. Bond Enhanced Index, U.S. Treasury Money, and Value Funds. Each portfolio establishes an omnibus account in the underlying Price Funds. Transfer agent and recordkeeping expenses incurred by the portfolios as a result of transactions by participants in the 529 plans that invest in the Price Funds are paid for by the underlying Price Funds under their agreement with their transfer agent, T. Rowe Price Services, Inc. The expenses borne by each underlying Price Fund are set forth in the shareholder report of the underlying fund under “Related Party Transactions.”

THIRD PARTY ARRANGEMENTS

Administrative Fee Payments

The funds (other than the Inflation Focused Bond Fund, Institutional Funds (except for their F Class shares), Multi-Sector Account Portfolios, and TRP Reserve Funds) have adopted an administrative fee payment (“AFP”) program that authorizes the funds to make payments for services provided on behalf of the funds. Under the AFP program, payments by a fund (of up to 0.15% of its average daily net assets per year ) may be made to retirement plans, retirement plan recordkeepers, insurance companies, banks, and broker-dealers for transfer agency, recordkeeping, and other administrative services. These services include, but are not limited to: transmitting net purchase and redemption orders; maintaining separate records for shareholders reflecting purchases, redemptions, and share balances; mailing shareholder confirmations and periodic statements; processing dividend payments; and telephone services in connection with the above. Under the AFP program, the funds paid the amounts set forth below in calendar year 2012.

  

Fund

Payment

Africa & Middle East

$33,926

Balanced

1,026,601

Blue Chip Growth

8,401,209

California Tax-Free Bond

68,260

California Tax-Free Money

1,112

Capital Appreciation

5,871,198

Capital Opportunity

333,166

Corporate Income

69,484

143


  

Fund

Payment

Diversified Mid-Cap Growth

30,134

Diversified Small-Cap Growth

36,663

Dividend Growth

1,876,885

Emerging Europe

96,665

Emerging Markets Bond

517,802

Emerging Markets Corporate Bond

552

Emerging Markets Corporate Multi-Sector Account Portfolio

(a)

Emerging Markets Local Currency Bond

2,443

Emerging Markets Local Multi-Sector Account Portfolio

(a)

Emerging Markets Stock

1,822,949

Equity Income

11,833,473

Equity Index 500

416,008

European Stock

81,804

Extended Equity Market Index

97,002

Financial Services

90,070

Floating Rate

7,120

Floating Rate Multi-Sector Account Portfolio

(a)

Georgia Tax-Free Bond

58,362

GNMA

140,334

TRP Government Reserve Investment

(a)

Global Allocation

(b)

Global Infrastructure

2,829

Global Large-Cap Stock

2,708

Global Real Estate

27,170

Global Stock

157,880

Global Technology

341,275

Growth & Income

106,024

Growth Stock

10,247,124

Health Sciences

2,132,707

High Yield

2,374,299

High Yield Multi-Sector Account Portfolio

(a)

Inflation Focused Bond

(a)

Inflation Protected Bond

135,712

Institutional Africa & Middle East

(a)

Institutional Concentrated International Equity

(a)

Institutional Core Plus

(a)

Institutional Core Plus Fund–F Class

2,317

Institutional Emerging Markets Bond

(a)

Institutional Emerging Markets Equity

(a)

Institutional Floating Rate

(a)

Institutional Floating Rate Fund–F Class

83,720

144


  

Fund

Payment

Institutional Global Equity

(a)

Institutional Global Large-Cap Equity

(a)

Institutional Global Value Equity

(a)

Institutional High Yield

(a)

Institutional International Bond

(a)

Institutional International Core Equity

(a)

Institutional International Growth Equity

(a)

Institutional Large-Cap Core Growth

(a)

Institutional Large-Cap Growth

(a)

Institutional Large-Cap Value

(a)

Institutional Long Duration Credit

(a)

Institutional Mid-Cap Equity Growth

(a)

Institutional Small-Cap Stock

(a)

Institutional U.S. Structured Research

(a)

International Bond

2,349,596

International Discovery

1,714,970

International Equity Index

102,635

International Growth & Income

159,041

International Stock

705,590

Investment-Grade Corporate Multi-Sector Account Portfolio

(a)

Japan

20,287

Latin America

583,690

Maryland Short-Term Tax-Free Bond

44,767

Maryland Tax-Free Bond

396,333

Maryland Tax-Free Money

1,313

Media & Telecommunications

535,440

Mid-Cap Growth

9,333,818

Mid-Cap Value

3,338,459

Mortgage-Backed Securities Multi-Sector Account Portfolio

(a)

New America Growth

2,422,750

New Asia

1,894,554

New Era

1,314,898

New Horizons

4,180,472

New Income

3,394,520

New Jersey Tax-Free Bond

51,911

New York Tax-Free Bond

61,126

New York Tax-Free Money

497

Overseas Stock

364,658

Personal Strategy Balanced

917,275

Personal Strategy Growth

552,357

Personal Strategy Income

355,453

145


  

Fund

Payment

Prime Reserve

70,200

Real Assets

996

Real Estate

2,444,605

TRP Reserve Investment

(a)

Retirement 2005

(c)

Retirement 2010

(c)

Retirement 2015

(c)

Retirement 2020

(c)

Retirement 2025

(c)

Retirement 2030

(c)

Retirement 2035

(c)

Retirement 2040

(c)

Retirement 2045

(c)

Retirement 2050

(c)

Retirement 2055

(c)

Retirement Income

(c)

Science & Technology

357,048

Short-Term Bond

2,335,173

Short-Term Government Reserve

(a)

Short-Term Reserve

(a)

Small-Cap Stock

4,787,468

Small-Cap Value

2,322,976

Spectrum Growth

(c)

Spectrum Income

(c)

Spectrum International

(c)

Strategic Income

27,438

Summit Cash Reserves

59,041

Summit GNMA

10,490

Summit Municipal Income

578,933

Summit Municipal Intermediate

1,867,588

Summit Municipal Money Market

416

Target Retirement 2005

(b)

Target Retirement 2010

(b)

Target Retirement 2015

(b)

Target Retirement 2020

(b)

Target Retirement 2025

(b)

Target Retirement 2030

(b)

Target Retirement 2035

(b)

Target Retirement 2040

(b)

Target Retirement 2045

(b)

Target Retirement 2050

(b)

Target Retirement 2055

(b)

146


  

Fund

Payment

Tax-Efficient Equity

6,908

Tax-Exempt Money

211,492

Tax-Free High Yield

548,181

Tax-Free Income

343,105

Tax-Free Short-Intermediate

1,056,535

Tax-Free Ultra Short-Term Bond

(b)

Total Equity Market Index

73,194

U.S. Bond Enhanced Index

641,598

U.S. Large-Cap Core

1,568

U.S. Treasury Intermediate

172,419

U.S. Treasury Long-Term

132,971

U.S. Treasury Money

313,093

Ultra Short-Term Bond

21

Value

1,107,996

Virginia Tax-Free Bond

254,417

(a) Not eligible to participate in AFP program.

(b) Prior to commencement of operations.

(c) Paid by underlying Price Funds pursuant to the Special Servicing Agreement.

Each Advisor and R Class has adopted an AFP program under which various third parties, including third parties receiving 12b-1 payments, may receive payments from the class in addition to 12b-1 fees for providing various recordkeeping, transfer agency, and administrative services to the classes and/or shareholders thereof. These services include, but are not limited to: transmitting net purchase and redemption orders; maintaining separate records for shareholders reflecting purchases, redemptions, and share balances; mailing shareholder confirmations and periodic statements; processing dividend payments; and telephone services in connection with the above. Under this AFP program, the funds paid the amounts set forth below in calendar year 2012.

  

Fund

Payment

Blue Chip Growth Fund–Advisor Class

$4,965,466

Blue Chip Growth Fund–R Class

1,208,276

Capital Appreciation Fund–Advisor Class

1,375,662

Capital Opportunity Fund–Advisor Class

21,592

Capital Opportunity Fund–R Class

15,031

Dividend Growth Fund–Advisor Class

571,228

Emerging Markets Corporate Bond Fund–Advisor Class

524

Emerging Markets Local Currency Bond Fund–Advisor Class

944

Equity Income Fund–Advisor Class

8,395,460

Equity Income Fund–R Class

1,682,895

Floating Rate Fund–Advisor Class

5,584

Global Allocation Fund–Advisor Class

(a)

Global Infrastructure Fund–Advisor Class

1,237

Global Large-Cap Stock Fund–Advisor Class

1,871

Global Real Estate Fund–Advisor Class

14,887

Global Stock Fund–Advisor Class

4,461

147


  

Fund

Payment

Growth Stock Fund–Advisor Class

8,487,412

Growth Stock Fund–R Class

4,625,161

High Yield Fund–Advisor Class

6,357,670

International Bond Fund–Advisor Class

1,261,811

International Growth & Income Fund–Advisor Class

560,892

International Growth & Income Fund–R Class

264,183

International Stock Fund–Advisor Class

945,987

International Stock Fund–R Class

27,001

Mid-Cap Growth Fund–Advisor Class

3,737,217

Mid-Cap Growth Fund–R Class

1,692,633

Mid-Cap Value Fund–Advisor Class

2,196,014

Mid-Cap Value Fund–R Class

1,855,292

New America Growth Fund–Advisor Class

1,846,358

New Income Fund–Advisor Class

201,873

New Income Fund–R Class

62,257

Real Estate Fund–Advisor Class

1,052,800

Retirement 2005 Fund–Advisor Class

(b)

Retirement 2005 Fund–R Class

(b)

Retirement 2010 Fund–Advisor Class

(b)

Retirement 2010 Fund–R Class

(b)

Retirement 2015 Fund–Advisor Class

(b)

Retirement 2015 Fund–R Class

(b)

Retirement 2020 Fund–Advisor Class

(b)

Retirement 2020 Fund–R Class

(b)

Retirement 2025 Fund–Advisor Class

(b)

Retirement 2025 Fund–R Class

(b)

Retirement 2030 Fund–Advisor Class

(b)

Retirement 2030 Fund–R Class

(b)

Retirement 2035 Fund–Advisor Class

(b)

Retirement 2035 Fund–R Class

(b)

Retirement 2040 Fund–Advisor Class

(b)

Retirement 2040 Fund–R Class

(b)

Retirement 2045 Fund–Advisor Class

(b)

Retirement 2045 Fund–R Class

(b)

Retirement 2050 Fund–Advisor Class

(b)

Retirement 2050 Fund–R Class

(b)

Retirement 2055 Fund–Advisor Class

(b)

Retirement 2055 Fund–R Class

(b)

Retirement Income Fund–Advisor Class

(b)

Retirement Income Fund–R Class

(b)

Science & Technology Fund–Advisor Class

1,527,144

148


  

Fund

Payment

Short-Term Bond Fund–Advisor Class

3,062,923

Small-Cap Stock Fund–Advisor Class

1,111,065

Small-Cap Value Fund–Advisor Class

4,019,988

Strategic Income Fund–Advisor Class

4,110

Summit Municipal Income Fund–Advisor Class

326

Summit Municipal Intermediate Fund–Advisor Class

333

Target Retirement 2005 Fund–Advisor Class

(a)

Target Retirement 2010 Fund–Advisor Class

(a)

Target Retirement 2015 Fund–Advisor Class

(a)

Target Retirement 2020 Fund–Advisor Class

(a)

Target Retirement 2025 Fund–Advisor Class

(a)

Target Retirement 2030 Fund–Advisor Class

(a)

Target Retirement 2035 Fund–Advisor Class

(a)

Target Retirement 2040 Fund–Advisor Class

(a)

Target Retirement 2045 Fund–Advisor Class

(a)

Target Retirement 2050 Fund–Advisor Class

(a)

Target Retirement 2055 Fund–Advisor Class

(a)

Tax-Free High Yield Fund–Advisor Class

1,625

Tax-Free Income Fund–Advisor Class

4,607,907

Tax-Free Short-Intermediate Fund–Advisor Class

340

U.S. Large-Cap Core Fund–Advisor Class

1,079

Value Fund–Advisor Class

1,199,616

(a) Prior to commencement of operations.

(b) Paid by underlying Price Funds pursuant to the Special Servicing Agreement.

Additional Payments to Financial Intermediaries and Other Third Parties (All funds)

In addition to the AFP payments made by certain funds and the 12b-1 payments made by the Advisor and R Class, T. Rowe Price and its affiliates may provide expense reimbursements and meeting and marketing support payments (out of their own resources and not as an expense of the funds) to financial intermediaries, such as brokers-dealers, registered investment advisers, banks, insurance companies, and retirement plan recordkeepers, in connection with the sale, distribution, marketing, and/or servicing of the Price Funds.

Such expense reimbursements and meeting support payments may include sponsoring (or co-sponsoring) or providing financial support for industry conferences, client seminars, due diligence meetings, sales presentations and other third-party sponsored events. The primary purpose of these events typically focuses on training and education. These payments will generally vary depending upon the nature of the event and may include financial assistance to intermediaries that enable T. Rowe Price or one of its affiliates to participate in and/or present at conferences or seminars, sales or training programs for invited registered representatives and other employees, and certain entertainment expenses (such as occasional meal expenses or tickets to sporting events that are not preconditioned on achievement of sales targets). Marketing support payments may be made for a variety of purposes, including but not limited to: advertising and marketing opportunities; building brand awareness and educating intermediaries, clients, and prospects about the Price Funds; placement on an intermediary’s list of offered funds or preferred fund list; gaining access to senior management, sales representatives, or wholesalers of an intermediary; receiving detailed reporting packages (such as periodic sales reporting, sales production results, and data on how T. Rowe Price products, including the Price Funds, are used); and inclusion as a recommended individual retirement account provider on the

149


platform of rollover service providers. Payments may also be made to third parties that help facilitate rollovers from employer-sponsored retirement plans to individual retirement accounts.

The receipt of, or the prospect of receiving, these payments and expense reimbursements from T. Rowe Price and its affiliates may influence intermediaries and other third parties to recommend the Price Funds over other investment options for which an intermediary does not receive additional compensation (or receives lower levels of additional compensation). However, these arrangements do not increase fund expenses and will not change the price that an investor pays for shares of the Price Funds or the amount that a Price Fund receives to invest on behalf of an investor.

DISTRIBUTOR FOR THE FUNDS

Investment Services, a Maryland corporation formed in 1980 as a wholly owned subsidiary of T. Rowe Price, serves as distributor for all T. Rowe Price mutual funds on a continuous basis. Investment Services is registered as a broker-dealer under the Securities Exchange Act of 1934 and is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Investment Services is located at the same address as the funds and T. Rowe Price–100 East Pratt Street, Baltimore, Maryland 21202.

Investment Services serves as distributor to the funds, pursuant to an Underwriting Agreement (“Underwriting Agreement”), which provides that the funds (other than the Single-Fee Funds) will pay all fees and expenses in connection with necessary state filings; preparing, setting in type, printing, and mailing of prospectuses and reports to shareholders; and issuing shares, including expenses of confirming purchase orders. For the Single-Fee Funds, the Underwriting Agreement provides that Investment Services will pay, or will arrange for others to pay, these fees and expenses.

The Underwriting Agreement also provides that Investment Services will pay all fees and expenses in connection with printing and distributing prospectuses and reports for use in offering and selling fund shares; preparing, setting in type, printing, and mailing all sales literature and advertising; Investment Services’ federal and state registrations as a broker-dealer; and offering and selling shares for each fund, except for those fees and expenses specifically assumed by the funds. Investment Services’ expenses are paid by T. Rowe Price.

Investment Services acts as the agent of the funds, in connection with the sale of fund shares in the various states in which Investment Services is qualified as a broker-dealer. Under the Underwriting Agreement, Investment Services accepts orders for fund shares at net asset value. Other than as described below with respect to the Advisor and R Class shares, no sales charges are paid by investors or the funds and no compensation is paid to Investment Services.

Advisor and R Class

Distribution and Shareholder Services Plan

The funds’ directors adopted a plan pursuant to Rule 12b-1 with respect to each Advisor and R Class (the “Class”). Each plan provides that the Class may compensate Investment Services or such other persons as the funds or Investment Services designates, to finance any or all of the distribution, shareholder servicing, maintenance of shareholder accounts, and/or other administrative services with respect to Class shares. It is expected that most, if not all, payments under each plan will be made (either directly, or indirectly through Investment Services) to intermediaries other than Investment Services such as broker-dealers, banks, insurance companies, and retirement plan recordkeepers. Under each plan, the Advisor Class pays a fee at the annual rate of up to 0.25% of that class’s average daily net assets and the R Class pays a fee at the annual rate of up to 0.50% of that class’s average net daily assets. Normally, the full amount of the fee is paid to the intermediary on shares sold through that intermediary; however, a lesser amount may be paid. In addition, the fee may be split among intermediaries based on the level of services provided by each. Intermediaries may use the

150


payments for, among other purposes, compensating employees engaged in sales and/or shareholder servicing of the Class, as well as for a wide variety of other purposes associated with supporting, distributing, and servicing Class shares. The amount of fees paid by a Class during any year may be more or less than the cost of distribution and other services provided to the Class and its investors. FINRA rules limit the amount of annual distribution and service fees that may be paid by a mutual fund and impose a ceiling on the cumulative distribution fees paid. The plan complies with these rules.

The plan requires that Investment Services provide, or cause to be provided, a quarterly written report identifying the amounts expended by each Class and the purposes for which such expenditures were made to the fund directors for their review.

Prior to approving the plan, the funds considered various factors relating to the implementation of the plan and determined that there is a reasonable likelihood that the plan will benefit each fund, its Class, and the Class’s shareholders. The fund directors noted that to the extent the plan allows a fund to sell Class shares in markets to which it would not otherwise have access, the plan may result in additional sales of fund shares. This may enable a fund to achieve economies of scale that could reduce expenses. In addition, certain ongoing shareholder services may be provided more effectively by intermediaries with which shareholders have an existing relationship.

The plan is renewable from year to year with respect to each fund, so long as its continuance is approved at least annually (1) by the vote of a majority of the fund directors and (2) by a vote of the majority of the funds’ independent directors cast in person at a meeting called for the purpose of voting on such approval. The plan may not be amended to increase materially the amount of fees paid by any Class thereunder unless such amendment is approved by a majority vote of the outstanding shares of such Class and by the fund directors in the manner prescribed by Rule 12b-1 under the 1940 Act. The plan is terminable with respect to a Class at any time by a vote of a majority of the independent directors or by a majority vote of the outstanding shares in the Class.

Payments under the 12b-1 plans will still normally be made for funds that are closed to new investors. Such payments are made for the various services provided to existing investors by the intermediaries receiving such payments.

The following payments for the fiscal year indicated were made to intermediaries, including broker-dealers and insurance companies, for the distribution, shareholder servicing, maintenance of shareholder accounts, and/or other administrative services under the plan.

  

Fund

Fiscal Year Ended
2/28/13

Tax-Free High Yield Fund–Advisor Class

$2,000

Tax-Free Income Fund–Advisor Class

2,920,000

Tax-Free Short-Intermediate Fund–Advisor Class

1,000

  

Fund

Fiscal Year Ended
5/31/13

Floating Rate Fund–Advisor Class

$8,000

High Yield Fund–Advisor Class

3,418,000

New Income Fund–Advisor Class

139,000

New Income Fund–R Class

44,000

Retirement 2005 Fund–Advisor Class

121,000

Retirement 2005 Fund–R Class

366,000

Retirement 2010 Fund–Advisor Class

1,886,000

Retirement 2010 Fund–R Class

2,335,000

151


  

Fund

Fiscal Year Ended
5/31/13

Retirement 2015 Fund–Advisor Class

1,332,000

Retirement 2015 Fund–R Class

1,514,000

Retirement 2020 Fund–Advisor Class

5,717,000

Retirement 2020 Fund–R Class

7,578,000

Retirement 2025 Fund–Advisor Class

1,897,000

Retirement 2025 Fund–R Class

2,236,000

Retirement 2030 Fund–Advisor Class

5,039,000

Retirement 2030 Fund–R Class

7,208,000

Retirement 2035 Fund–Advisor Class

1,364,000

Retirement 2035 Fund–R Class

1,673,000

Retirement 2040 Fund–Advisor Class

3,670,000

Retirement 2040 Fund–R Class

4,924,000

Retirement 2045 Fund–Advisor Class

740,000

Retirement 2045 Fund–R Class

947,000

Retirement 2050 Fund–Advisor Class

914,000

Retirement 2050 Fund–R Class

1,431,000

Retirement 2055 Fund–Advisor Class

110,000

Retirement 2055 Fund–R Class

159,000

Retirement Income Fund–Advisor Class

794,000

Retirement Income Fund–R Class

1,438,000

Short-Term Bond Fund–Advisor Class

1,777,000

Strategic Income Fund–Advisor Class

4,000

Target Retirement 2005 Fund–Advisor Class

(a)

Target Retirement 2010 Fund–Advisor Class

(a)

Target Retirement 2015 Fund–Advisor Class

(a)

Target Retirement 2020 Fund–Advisor Class

(a)

Target Retirement 2025 Fund–Advisor Class

(a)

Target Retirement 2030 Fund–Advisor Class

(a)

Target Retirement 2035 Fund–Advisor Class

(a)

Target Retirement 2040 Fund–Advisor Class

(a)

Target Retirement 2045 Fund–Advisor Class

(a)

Target Retirement 2050 Fund–Advisor Class

(a)

Target Retirement 2055 Fund–Advisor Class

(a)

(a) Prior to commencement of operations.

  

Fund

Fiscal Year Ended
10/31/12

Global Allocation Fund–Advisor Class

(a)

Global Infrastructure Fund–Advisor Class

$1,000

Global Large-Cap Stock Fund–Advisor Class

2,000

Global Stock Fund–Advisor Class

3,000

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Fund

Fiscal Year Ended
10/31/12

International Growth & Income Fund–Advisor Class

372,000

International Growth & Income Fund–R Class

200,000

International Stock Fund–Advisor Class

577,000

International Stock Fund–R Class

18,000

Summit Municipal Income Fund–Advisor Class

(b)

Summit Municipal Intermediate Fund–Advisor Class

(b)

(a) Prior to commencement of operations.

(b) Less than $1,000.

  

Fund

Fiscal Year Ended
12/31/12

Blue Chip Growth Fund–Advisor Class

$3,083,000

Blue Chip Growth Fund–R Class

891,000

Capital Appreciation Fund–Advisor Class

871,000

Capital Opportunity Fund–Advisor Class

14,000

Capital Opportunity Fund–R Class

13,000

Dividend Growth Fund–Advisor Class

361,000

Emerging Markets Corporate Bond Fund–Advisor Class

1,000

Emerging Markets Local Currency Bond Fund–Advisor Class

1,000

Equity Income Fund–Advisor Class

5,133,000

Equity Income Fund–R Class

1,312,000

Global Real Estate Fund–Advisor Class

9,000

Growth Stock Fund–Advisor Class

5,402,000

Growth Stock Fund–R Class

3,599,000

International Bond Fund–Advisor Class

831,000

Mid-Cap Growth Fund–Advisor Class

2,284,000

Mid-Cap Growth Fund–R Class

1,314,000

Mid-Cap Value Fund–Advisor Class

1,431,000

Mid-Cap Value Fund–R Class

1,439,000

New America Growth Fund–Advisor Class

1,125,000

Real Estate Fund–Advisor Class

659,000

Science & Technology Fund–Advisor Class

956,000

Small-Cap Stock Fund–Advisor Class

696,000

Small-Cap Value Fund–Advisor Class

2,539,000

U.S. Large-Cap Core Fund–Advisor Class

1,000

Value Fund–Advisor Class

738,000

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PORTFOLIO TRANSACTIONS

Investment or Brokerage Discretion

Decisions with respect to the selection, purchase, and sale of portfolio securities on behalf of the international Price Funds are generally made by T. Rowe Price International, Price Hong Kong, or Price Singapore. Decisions with respect to the selection, purchase, and sale of portfolio securities on behalf of all other Price Funds are generally made by T. Rowe Price. T. Rowe Price, T. Rowe Price International, Price Hong Kong and Price Singapore are responsible for implementing these decisions for the Price Funds, including, where applicable, the negotiation of commissions, the allocation of portfolio brokerage and principal business, and the use of affiliates to assist in routing orders for execution. Price Singapore delegates actual trade execution to the trading desks of T. Rowe Price, T. Rowe Price International, or Price Hong Kong, and may use these affiliated investment advisers for certain other trading-related services.

How Broker-Dealers Are Selected

With respect to equity and debt securities, T. Rowe Price, T. Rowe Price International, Price Hong Kong, or Price Singapore may effect principal transactions on behalf of a fund with a broker-dealer that furnishes brokerage and/or research services; designate any such broker-dealer to receive selling concessions, discounts, or other allowances; or otherwise deal with any such broker-dealer in connection with the acquisition of securities in underwritings. T. Rowe Price, T. Rowe Price International, Price Hong Kong, or Price Singapore may receive research services in connection with brokerage transactions, including designations in fixed-price offerings.

Debt Securities

In purchasing and selling debt securities, T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore ordinarily place transactions with the issuer or a primary market-maker acting as principal for the securities on a net basis, with no stated brokerage commission being paid by the client, although the price usually includes undisclosed compensation to the market-maker. Debt securities may also be purchased from underwriters at prices which include underwriting fees. Any transactions placed through broker-dealers serving as primary market-makers reflect the spread between the bid and ask prices.

Equity Securities

In purchasing and selling equity securities, T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore seek to obtain best execution at favorable security prices through responsible broker-dealers and, in the case of agency transactions, at competitive commission rates. However, under certain conditions, higher brokerage commissions may be paid to broker-dealers providing brokerage and research services to T. Rowe Price, T. Rowe Price International, and Price Hong Kong than might be paid to other broker-dealers in accordance with Section 28(e) under the 1934 Act.

In selecting broker-dealers to execute the Price Funds’ portfolio transactions, consideration is given to such factors as the price of the security, the rate of the commission, the size and difficulty of the order, the reliability, integrity, general execution, and operational capabilities of competing broker-dealers, their expertise in particular markets, and brokerage and research services provided by them. It is not the policy of T. Rowe Price, T. Rowe Price International, or Price Hong Kong to seek the lowest available commission rate where it is believed that a broker-dealer charging a higher commission rate would offer greater reliability or provide better price or more efficient execution.

As a general practice, transactions involving U.S. equity securities are executed in the primary market with market-makers, or through electronic, “low touch” trading venues. In selecting from among these options, T. Rowe Price generally seeks to select the broker-dealers or electronic venue it believes to be actively and effectively trading the security being purchased or sold. In an effort to obtain best execution, orders for foreign equity securities may be placed through T. Rowe Price International’s or Price Hong Kong’s trading desk.

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Transactions on stock exchanges involve the payment of brokerage commissions. In transactions on stock exchanges in the U.S., these commissions are negotiated. Traditionally, commission rates have generally not been negotiated on stock markets outside the U.S. However, an increasing number of overseas stock markets have adopted a system of negotiated rates or ranges of rates, although a small number of markets continue to be subject to an established schedule of minimum commission rates. It is expected that equity securities will ordinarily be purchased in the primary markets, whether over-the-counter (“OTC”) or listed, and that listed securities may be purchased in the OTC market if such market is deemed the primary market. In the case of securities traded on the OTC markets, there is generally no stated commission, but the price usually includes an undisclosed commission or markup. In underwritten offerings, the price includes a disclosed, fixed commission or discount.

Evaluating the Overall Reasonableness of Brokerage Commissions Paid

On a continuing basis, T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore seek to determine what levels of commission rates are reasonable in the marketplace for transactions executed on behalf of mutual funds and other institutional clients. In evaluating the reasonableness of commission rates, T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore may consider any or all of the following: (a) rates quoted by broker-dealers; (b) the size of a particular transaction, in terms of the number of shares, dollar amount, and number of clients involved; (c) the complexity of a particular transaction in terms of both execution and settlement; (d) the level and type of business conducted with a particular firm over a period of time; (e) the extent to which the broker-dealer has capital at risk in the transaction; (f) historical commission rates; and (g) rates paid by other institutional investors based on available public information.

Commissions Paid to Broker-Dealers for Research

Broker-dealers provide a wide range of research services to T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore.

T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore seek best execution on all trades consistent with fiduciary and regulatory requirements. T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore have adopted a brokerage allocation policy embodying the concepts of Section 28(e) under the 1934 Act. Section 28(e) permits an investment adviser to cause an account to pay a higher commission to a broker-dealer that also provides research services than the commission another broker-dealer would charge, provided the adviser determines in good faith that the commission paid is reasonable in relation to the value of the brokerage and research services provided. An adviser may make such a determination based upon either the particular transaction involved or the overall responsibilities of the adviser with respect to the accounts over which it exercises investment discretion. Therefore, research may not necessarily benefit all accounts paying commissions to such broker-dealers. Broker-dealers may provide proprietary research to T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore in connection with brokerage relationships, including fixed income offerings.

Certain full service broker-dealers (broker-dealers who provide brokerage and execution services) also furnish “bundled” proprietary research services to T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore. “Bundled” research involves an arrangement whereby the underlying commission is informally comprised of both trade execution and other services, most frequently investment research that is intended to assist T. Rowe Price, T. Rowe Price International, Price Hong Kong, and/or Price Singapore with their internal research processes. Such services are typically not offered on a stand-alone basis by broker-dealers. Proprietary research may include research from an affiliate of the broker-dealer and services that provide access to unaffiliated industry experts. T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore may use full service brokers either directly or through very limited use of “step-outs” or similar transactions with other brokers. Step-out trades, however, are not used to obtain research.

In addition, T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore may use equity brokerage commissions to acquire third party research from independent research providers and broker-dealers through commission-sharing arrangements (“CSAs”). While Price Singapore does not currently

155


participate in the CSA program, T. Rowe Price, T. Rowe Price International, and Price Hong Kong maintain CSAs with broker-dealers used for a percentage of “low touch” commission business. We generally effect low touch trading through broker-dealers’ electronic venues. We confine the use of CSA credits to obtain only research designed to assist in the investment decision-making process. Our current practice is to not acquire market data services, index data, software and other items with commission dollars, although some of those items are permitted under the SEC’s guidance. Not all clients participate in the CSA program but the research received through such program is intended to assist T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore with its investment decision making responsibilities regarding its clients overall.

Proprietary and independent third-party research is an important component of T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore’s investment approach. However, T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore rely primarily upon their own research efforts and subject any outside research services to internal analysis before incorporating such outside research into the investment process. As a practical matter, it would not be possible for T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore to generate all the information and varied opinions provided by broker-dealers. To the extent that broker-dealers provide research services of value, T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore are relieved of expenses which they might otherwise bear.

Broker-dealers and independent research providers generally supply the following types of research to T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore: information on the economy, industries, groups of securities, individual companies, statistical information, accounting and tax law interpretations, political developments, legal developments affecting portfolio securities, technical market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance analysis, and analysis of corporate responsibility issues. The research incorporates both domestic and international perspectives. Research services are received primarily in the form of written reports, computer generated data, telephone contacts, and personal meetings with security analysts, corporate and industry executives, and other persons. In addition, research may include the provision of access to unaffiliated individuals with expertise in various industries, businesses, or other related areas. T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore may receive complimentary and customary fixed income research from various broker-dealers, including broker-dealers with whom fixed income transactions are carried out in accordance with T. Rowe Price’s, T. Rowe Price International’s, Price Hong Kong’s, and Price Singapore’s best execution obligations. Such research, however, is not contingent upon specific trades with the providing broker-dealer. Some research may be incorporated into firm-wide systems or communications thereby allowing, in some instances, T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore to access research obtained through commissions generated by an affiliated investment adviser.

At the present time, T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore do not recapture commissions, underwriting discounts, or selling-group concessions in connection with debt securities acquired in underwritten offerings. T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore may, however, have the opportunity to designate a portion of the underwriting spread to broker-dealers that participate in the offering.

Directed Brokerage

The Price Funds that invest in U.S. equity securities have adopted a commission recapture program. Under the program, a percentage of commissions generated by the portfolio transactions of those funds is rebated to the funds by the broker-dealers and credited to short-term security gain/loss. Although the Price Funds do not recapture commissions in connection with debt securities acquired in underwritten offerings, T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore may have the opportunity to designate a portion of the underwriting spread to broker-dealers that participate in the offering.

Allocation of Brokerage Commissions

T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore have policies of not pre-committing a specific amount of business to any broker-dealer over any specific time period. Historically,

156


brokerage placement has been determined, as appropriate, by the needs of a specific transaction such as market-making, availability of a buyer or seller of a particular security, or specialized execution skills. T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore may choose to allocate brokerage among several broker-dealers that are able to meet the needs of the transaction.

As an ongoing process, T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore assess the contributions of the brokerage and research services provided by major broker-dealers and independent research providers in connection with equity transactions, and create a ranking of such broker-dealers. Portfolio managers, research analysts, and the trading department each evaluate the brokerage, execution, and research services they receive from broker-dealers and independent research providers and make judgments as to the quality of such services. In addition, smaller specialty broker-dealers and independent research providers are targeted to receive a suggested dollar amount of equity business based on an assessment of services they provide, subject to the fiduciary duties of T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore to seek best execution. Actual commissions received by any firm may not reflect such rankings or suggested targets because brokerage business is allocated on the basis of multiple factors considered in seeking best execution. Accordingly, commission business may be less than the ranking or suggested target but may also often exceed such suggestions. T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore do not exclude a broker-dealer from receiving business because the broker-dealer does not provide research services. Price Singapore uses low touch or execution-only brokers where deemed appropriate.

Allocation of brokerage business is monitored on a regularly scheduled basis by appropriate personnel and the Equity Brokerage and Trading Control Committee. The Fixed Income Brokerage and Trading Control Committee provides similar monitoring and oversight with regard to fixed income trading.

Trade Allocation Policies

T. Rowe Price, T. Rowe Price International, and Price Hong Kong have developed written trade allocation guidelines for their trading desks. Generally, when the amount of securities available in a public or initial offering or the secondary markets is insufficient to satisfy the volume or price requirements for the participating client portfolios, the guidelines require a pro-rata allocation based upon the relative sizes of the participating client portfolios or the relative sizes of the participating client orders, depending upon the market involved. In allocating trades made on a combined basis, the trading desks seek to achieve the same net unit price of the securities for each participating client. Because a pro-rata allocation may not always adequately accommodate all facts and circumstances, the guidelines provide for exceptions to allocate trades on an adjusted basis, which may include a system-generated random allocation. For example, adjustments may be made: (i) to eliminate de minimis positions or satisfy minimum denomination requirements; (ii) to give priority to accounts with specialized investment policies and objectives; and (iii) to reallocate in light of a participating portfolio’s characteristics (e.g., available cash, industry or issuer concentration, duration, credit exposure). With respect to any private placement transactions, conditions imposed by the issuer or client may limit availability of allocations to client accounts.

Miscellaneous

The brokerage allocation policies for T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore are generally applied to all of their fully discretionary accounts, which represent a substantial majority of all assets under management. Research services furnished by broker-dealers through which T. Rowe Price, T. Rowe Price International, Price Hong Kong, or Price Singapore effect securities transactions may be used in servicing all accounts (including non-Price Funds) managed by T. Rowe Price, T. Rowe Price International, Price Hong Kong or Price Singapore. Therefore, research services received from broker-dealers that execute transactions for a particular fund will not necessarily be used by T. Rowe Price, T. Rowe Price International, Price Hong Kong, or Price Singapore in connection with the management of that fund. The Price Funds do not allocate business to any broker-dealer on the basis of its sales of the funds’ shares. However, this does not mean that broker-dealers who purchase fund shares for their clients will not receive business from the fund.

157


Since certain clients of T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore could have similar investment objectives and programs to those of a particular Price Fund, T. Rowe Price, T. Rowe Price International, Price Hong Kong, or Price Singapore may make recommendations to other clients that result in their purchasing or selling securities simultaneously with the fund. As a result, the demand for securities being purchased or the supply of securities being sold may increase, and this could have an adverse effect on the price of those securities. It is the policy of T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore not to favor one client over another in making recommendations or in placing orders. T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore frequently follow the practice of grouping orders of various clients for execution. Clients should be aware, however, that the grouping of their orders with other clients’ orders may sometimes result in a more favorable price and at other times may result in a less favorable price than if the client orders had not been grouped. Where an aggregate order is executed in a series of transactions at various prices on a given day, each participating client’s proportionate share of such order will reflect the average price paid or received with respect to the total order.

T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore, as applicable, may also include orders on behalf of the Price Funds (including affiliated common trust funds), T. Rowe Price Savings Bank, and not-for-profit entities, T. Rowe Price Foundation, Inc. and the T. Rowe Price Program for Charitable Giving, Inc., in its aggregated orders from time to time.

T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore may give advice and take action for clients, including the Price Funds, which differs from advice given or the timing or nature of action taken for other clients. T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore are not obligated to initiate transactions for clients in any security that their principals, affiliates, or employees may purchase or sell for their own accounts or for other clients.

Purchase and sale transactions may be effected directly among and between non-ERISA client accounts (including affiliated mutual funds), provided no commission is paid to any broker-dealer, the security traded has readily available market quotations, and the transaction is effected at the independent current market price.

The Equity and Fixed Income Brokerage and Trading Control Committees are responsible for developing brokerage policies, monitoring their implementation, and resolving any questions that arise in connection with these policies for T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore.

T. Rowe Price and its affiliated investment advisers have established a general investment policy that they will ordinarily not make additional purchases of a common stock for their clients (including the Price Funds) if, as a result of such purchases, 10% or more of the outstanding common stock of the issuer would be held by clients in the aggregate. Approval may be given for aggregate ownership up to 18%, and in certain instances, higher amounts. All aggregate ownership decisions are reviewed by the appropriate oversight committee. For purposes of monitoring both of these limits, securities held by clients and clients of affiliated advisers are included.

Total Brokerage Commissions

The Price Funds’ bond investments are generally purchased and sold through principal transactions, meaning that a fund normally purchases bonds directly from the issuer or a primary market-maker acting as principal for the bonds, on a net basis. As a result, there is no explicit brokerage commission paid on these transactions, although purchases of new issues from underwriters of bonds typically include a commission or concession paid by the issuer to the underwriter and purchases from dealers serving as market-makers typically include a dealer’s mark-up (i.e., a spread between the bid and the asked prices). Explicit brokerage commissions are paid, however, in connection with opening and closing out futures positions. In addition, the funds do not incur any brokerage commissions when buying and selling shares of other Price Funds or another open-end mutual fund that is not exchange-traded, although a fund will pay brokerage commissions if it purchases or sells shares of an exchange-traded fund.

The following tables show the approximate total amount of brokerage commissions paid by each fund for its prior three fiscal years. Since bond purchases do not normally involve the payment of explicit brokerage

158


commissions, the tables generally reflect only the brokerage commissions paid on transactions involving equity securities and futures, if applicable.

    

Fund

Fiscal Year Ended

2/28/13

2/29/12

2/28/11

California Tax-Free Bond

$0

$86,000

$129,000

California Tax-Free Money

0

1,000

1,000

Floating Rate Multi-Sector Account Portfolio

0

(a)

(a)

Georgia Tax-Free Bond

0

54,000

63,000

High Yield Multi-Sector Account Portfolio

0

(a)

(a)

Investment-Grade Corporate Multi-Sector Account Portfolio

0

(a)

(a)

Maryland Short-Term Tax-Free Bond

0

25,000

17,000

Maryland Tax-Free Bond

0

149,000

498,000

Maryland Tax-Free Money

0

0

1,000

Mortgage-Backed Securities Multi-Sector Account Portfolio

0

(a)

(a)

New Jersey Tax-Free Bond

0

56,000

113,000

New York Tax-Free Bond

0

155,000

77,000

New York Tax-Free Money

0

0

2,000

Tax-Efficient Equity

14,000

33,000

19,000

Tax-Exempt Money

0

1,000

1,000

Tax-Free High Yield

0

473,000

933,000

Tax-Free Income

0

405,000

1,495,000

Tax-Free Short-Intermediate

0

409,000

311,000

Tax-Free Ultra Short-Term Bond

(a)

(a)

(a)

Virginia Tax-Free Bond

0

85,000

278,000

(a) Prior to commencement of operations.

    

Fund

Fiscal Year Ended

5/31/13

5/31/12

5/31/11

Corporate Income

$2,000

$556,000

$1,103,000

Floating Rate

0

158,000

(a)

GNMA

30,000

108,000

71,000

TRP Government Reserve Investment

0

0

0

High Yield

359,000

21,312,000

37,777,000

Inflation Focused Bond

12,000

365,000

353,000

Inflation Protected Bond

5,000

9,000

9,000

Institutional Core Plus

4,000

43,000

63,000

Institutional Floating Rate

0

6,361,000

8,475,000

Institutional High Yield

80,000

5,657,000

6,153,000

Institutional Long Duration Credit

(a)

(a)

(a)

New Income

605,000

4,889,000

6,086,000

Personal Strategy Balanced

430,000

671,000

795,000

159


    

Fund

Fiscal Year Ended

5/31/13

5/31/12

5/31/11

Personal Strategy Growth

386,000

525,000

639,000

Personal Strategy Income

195,000

314,000

363,000

Prime Reserve

0

0

0

TRP Reserve Investment

0

0

0

Retirement 2005

0

0

0

Retirement 2010

0

0

0

Retirement 2015

0

0

0

Retirement 2020

0

0

0

Retirement 2025

0

0

0

Retirement 2030

0

0

0

Retirement 2035

0

0

0

Retirement 2040

0

0

0

Retirement 2045

0

0

0

Retirement 2050

0

0

0

Retirement 2055

0

0

0

Retirement Income

0

0

0

Short-Term Bond

43,000

2,330,000

2,454,000

Short-Term Government Reserve

(a)

(a)

(a)

Short-Term Reserve

(a)

(a)

(a)

Strategic Income

18,000

88,000

289,000

Target Retirement 2005

(a)

(a)

(a)

Target Retirement 2010

(a)

(a)

(a)

Target Retirement 2015

(a)

(a)

(a)

Target Retirement 2020

(a)

(a)

(a)

Target Retirement 2025

(a)

(a)

(a)

Target Retirement 2030

(a)

(a)

(a)

Target Retirement 2035

(a)

(a)

(a)

Target Retirement 2040

(a)

(a)

(a)

Target Retirement 2045

(a)

(a)

(a)

Target Retirement 2050

(a)

(a)

(a)

Target Retirement 2055

(a)

(a)

(a)

U.S. Treasury Intermediate

15,000

18,000

18,000

U.S. Treasury Long-Term

0

13,000

14,000

U.S. Treasury Money

0

0

0

Ultra Short-Term Bond

0

(a)

(a)

(a) Prior to commencement of operations.

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Fund

Fiscal Year Ended

10/31/12

10/31/11

10/31/10

Africa & Middle East

$372,000

$925,000

$940,000

Emerging Europe

265,000

904,000

862,000

Emerging Markets Stock

4,854,000

4,605,000

4,575,000

European Stock

773,000

980,000

1,042,000

Global Allocation

(a)

(a)

(a)

Global Infrastructure

24,000

38,000

27,000

Global Large-Cap Stock

113,000

118,000

87,000

Global Stock

748,000

973,000

1,127,000

Institutional Africa & Middle East

376,000

739,000

364,000

Institutional Concentrated International Equity

12,000

9,000

4,000

Institutional Emerging Markets Equity

671,000

821,000

505,000

Institutional Global Equity

223,000

246,000

282,000

Institutional Global Large-Cap Equity

127,000

124,000

81,000

Institutional Global Value Equity

3,000

(a)

(a)

Institutional International Core Equity

19,000

18,000

2,000

Institutional International Growth Equity

79,000

106,000

94,000

International Discovery

2,413,000

4,108,000

4,165,000

International Equity Index

35,000

107,000

36,000

International Growth & Income

3,771,000

2,956,000

2,011,000

International Stock

8,685,000

10,042,000

8,578,000

Japan

222,000

306,000

270,000

Latin America

1,698,000

2,223,000

2,589,000

New Asia

5,137,000

12,677,000

9,715,000

Overseas Stock

1,521,000

1,666,000

1,113,000

Summit Cash Reserves

0

0

0

Summit GNMA

0

11,000

7,000

Summit Municipal Income

0

182,000

392,000

Summit Municipal Intermediate

0

199,000

878,000

Summit Municipal Money Market

0

0

0

U.S. Bond Enhanced Index

0

150,000

127,000

(a) Prior to commencement of operations.

    

Fund

Fiscal Year Ended

12/31/12

12/31/11

12/31/10

Balanced

$851,000

$1,265,000

$1,294,000

Blue Chip Growth

3,187,000

4,984,000

5,311,000

Capital Appreciation

5,276,000

13,979,000

11,154,000

Capital Opportunity

189,000

173,000

153,000

Diversified Mid-Cap Growth

35,000

176,000

49,000

Diversified Small-Cap Growth

95,000

56,000

34,000

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Fund

Fiscal Year Ended

12/31/12

12/31/11

12/31/10

Dividend Growth

325,000

305,000

499,000

Emerging Markets Bond

0

1,000

6,000

Emerging Markets Corporate Bond

0

(b)

(b)

Emerging Markets Corporate Multi-Sector Account Portfolio

0

(b)

(b)

Emerging Markets Local Currency Bond

0

0

(b)

Emerging Markets Local Multi-Sector Account Portfolio

0

(b)

(b)

Equity Income

4,734,000

5,232,000

4,254,000

Equity Index 500

366,000

720,000

761,000

Extended Equity Market Index

63,000

56,000

51,000

Financial Services

241,000

396,000

901,000

Global Real Estate

38,000

433,000

569,000

Global Technology

2,083,000

1,526,000

992,000

Growth & Income

135,000

10,107,000

5,849,000

Growth Stock

8,772,000

8,104,000

9,070,000

Health Sciences

1,662,000

1,415,000

1,639,000

Institutional Emerging Markets Bond

0

(a)

(a)

Institutional International Bond

0

(a)

(a)

Institutional Large-Cap Core Growth

80,000

95,000

77,000

Institutional Large-Cap Growth

1,886,000

2,187,000

1,610,000

Institutional Large-Cap Value

271,000

230,000

146,000

Institutional Mid-Cap Equity Growth

1,476,000

1,654,000

555,000

Institutional Small-Cap Stock

386,000

554,000

499,000

Institutional U.S. Structured Research

273,000

352,000

279,000

International Bond

0

(a)

(a)

Media & Telecommunications

1,734,000

6,599,000

5,074,000

Mid-Cap Growth

8,998,000

13,732,000

11,744,000

Mid-Cap Value

7,436,000

8,340,000

11,430,000

New America Growth

1,541,000

1,792,000

901,000

New Era

3,253,000

3,700,000

2,625,000

New Horizons

4,863,000

16,444,000

13,013,000

Real Assets

1,905,000

2,135,000

903,000

Real Estate

605,000

1,061,000

3,658,000

Science & Technology

2,864,000

5,245,000

4,218,000

Small-Cap Stock

2,896,000

6,908,000

7,812,000

Small-Cap Value

741,000

1,312,000

5,206,000

Spectrum Growth

0

0

0

Spectrum Income

0

0

0

Spectrum International

0

0

0

Total Equity Market Index

29,000

37,000

38,000

162


    

Fund

Fiscal Year Ended

12/31/12

12/31/11

12/31/10

U.S. Large-Cap Core

23,000

22,000

9,000

Value

9,665,000

6,089,000

7,044,000

(a) Less than $1,000.

(b) Prior to commencement of operations.

Fund Holdings in Securities of Brokers and Dealers

The following lists the funds’ holdings in securities of its regular brokers and dealers as of the end of the fiscal years indicated.

(Amounts in 000s)

California Tax-Free Bond Fund

   
 

Fiscal Year Ended 2/28/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

Bank of America Merrill Lynch

$2,490

California Tax-Free Money Fund

   
 

Fiscal Year Ended 2/28/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

JP Morgan Chase

$2,000

Wells Fargo Securities

3,000

Floating Rate Multi-Sector Account Portfolio

   
 

Fiscal Year Ended 2/28/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

N/A

Georgia Tax-Free Bond Fund

   
 

Fiscal Year Ended 2/28/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

Wells Fargo Securities

$750

High Yield Multi-Sector Account Portfolio

   
 

Fiscal Year Ended 2/28/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

N/A

Investment-Grade Corporate Multi-Sector Account Portfolio

   
 

Fiscal Year Ended 2/28/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

Bank of America Merrill Lynch

$262

Barclays Capital

106

Citigroup Global Markets, Inc.

54

Goldman Sachs & Co.

274

JP Morgan Chase

217

Morgan Stanley & Co. Inc.

278

163


Maryland Short-Term Tax-Free Bond Fund

   
 

Fiscal Year Ended 2/28/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

N/A

Maryland Tax-Free Bond Fund

   
 

Fiscal Year Ended 2/28/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

N/A

Maryland Tax-Free Money Fund

   
 

Fiscal Year Ended 2/28/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

JP Morgan Chase

$570

Wells Fargo Securities

2,800

Mortgage-Backed Securities Multi-Sector Account Portfolio

   
 

Fiscal Year Ended 2/28/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

N/A

New Jersey Tax-Free Bond Fund

   
 

Fiscal Year Ended 2/28/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

N/A

New York Tax-Free Bond Fund

   
 

Fiscal Year Ended 2/28/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

Goldman Sachs & Co.

$2,383

New York Tax-Free Money Fund

   
 

Fiscal Year Ended 2/28/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

JPMorgan Chase

$2,000

Wells Fargo Securities

4,300

Tax-Efficient Equity Fund

   
 

Fiscal Year Ended 2/28/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

N/A

Tax-Exempt Money Fund

   
 

Fiscal Year Ended 2/28/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

JPMorgan Chase

$59,235

Wells Fargo Securities

81,760

164


Tax-Free High Yield Fund

   
 

Fiscal Year Ended 2/28/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

Bank of America Merrill Lynch

$41,845

Goldman Sachs & Co.

56,168

Tax-Free Income Fund

   
 

Fiscal Year Ended 2/28/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

Bank of America Merrill Lynch

$9,170

Goldman Sachs & Co.

26,898

Tax-Free Short-Intermediate Fund

   
 

Fiscal Year Ended 2/28/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

Bank of America Merrill Lynch

$12,990

Goldman Sachs & Co.

14,365

Virginia Tax-Free Bond Fund

   
 

Fiscal Year Ended 2/28/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

N/A

Corporate Income Fund

   
 

Fiscal Year Ended 5/31/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

Bank of America Merrill Lynch

$17,627

Citigroup Global Markets, Inc.

9,070

Goldman Sachs & Co.

13,142

JPMorgan Chase

15,891

Morgan Stanley & Co. Inc.

16,497

Wells Fargo Securities

2,829

Floating Rate Fund

   
 

Fiscal Year Ended 5/31/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

Bank of America Merrill Lynch

$243

Goldman Sachs & Co.

301

Greenwich Capital Markets

643

JPMorgan Chase

278

GNMA Fund

   
 

Fiscal Year Ended 5/31/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

Morgan Stanley & Co. Inc.

$28

165


TRP Government Reserve Investment Fund

   
 

Fiscal Year Ended 5/31/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

Bank of America Merrill Lynch

$14,000

Barclays Capital

36,000

BNP Paribas

69,000

Citigroup Global Markets, Inc.

173,000

CS First Boston Corp.

63,563

Deutsche Bank Securities

19,000

Goldman Sachs & Co.

19,000

Greenwich Capital Markets

69,000

HSBC Securities Inc.

124,000

High Yield Fund

   
 

Fiscal Year Ended 5/31/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

Bank of America Merrill Lynch

$7,421

Citigroup Global Markets, Inc.

10,115

JPMorgan Chase

6,460

Wells Fargo Securities

6,647

Inflation Focused Bond Fund

   
 

Fiscal Year Ended 5/31/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

Bank of America Merrill Lynch

$44,214

Citigroup Global Markets, Inc.

16,013

Goldman Sachs & Co.

27,357

Greenwich Capital Markets

1,290

HSBC Securities Inc.

17,649

JPMorgan Chase

26,222

Morgan Stanley & Co. Inc.

38,562

UBS Securities, Inc.

13,727

Wells Fargo Securities

742

Inflation Protected Bond Fund

   
 

Fiscal Year Ended 5/31/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

Bank of America Merrill Lynch

$1,019

Barclays Capital

1,364

Citigroup Global Markets, Inc.

1,219

JPMorgan Chase

1,032

Morgan Stanley & Co. Inc.

1,303

Wells Fargo Securities

1,311

166


Institutional Core Plus Fund

   
 

Fiscal Year Ended 5/31/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

Bank of America Merrill Lynch

$2,467

Citigroup Global Markets, Inc.

493

CS First Boston Corp.

217

Deutsche Bank Securities

166

Goldman Sachs & Co.

1,895

JPMorgan Chase

3,635

Morgan Stanley & Co. Inc.

2,760

Wells Fargo Securities

478

Institutional Floating Rate Fund

   
 

Fiscal Year Ended 5/31/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

Bank of America Merrill Lynch

$5,706

Goldman Sachs & Co.

5,728

JPMorgan Chase

3,540

Morgan Stanley & Co. Inc.

9,551

Institutional High Yield Fund

   
 

Fiscal Year Ended 5/31/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

Bank of America Merrill Lynch

$2,110

Citigroup Global Markets, Inc.

2,876

JPMorgan Chase

5,635

Wells Fargo Securities

1,890

New Income Fund

   
 

Fiscal Year Ended 5/31/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

Bank of America Merrill Lynch

$312,164

Citigroup Global Markets, Inc.

36,558

CS First Boston Corp.

21,922

Goldman Sachs & Co.

185,491

Greenwich Capital Markets

11,152

JPMorgan Chase

405,742

Morgan Stanley & Co. Inc.

378,898

Wells Fargo Securities

12,314

167


Personal Strategy Balanced Fund

   
 

Fiscal Year Ended 5/31/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

Bank of America Merrill Lynch

$4,935

$7,450

Barclays Capital

3,897

Citibank

6,156

CS First Boston Corp.

2,044

Deutsche Bank Securities

1,434

Goldman Sachs & Co.

1,134

3,190

JPMorgan Chase

17,965

8,443

Morgan Stanley & Co. Inc.

7,198

4,242

Paribas

1,724

UBS Financial Services

2,120

Personal Strategy Growth Fund

   
 

Fiscal Year Ended 5/31/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

Bank of America Merrill Lynch

$4,500

$2,958

Barclays Capital

3,553

Citigroup

5,558

CS First Boston Corp.

1,848

Deutsche Bank Securities

1,360

Goldman Sachs & Co.

1,021

992

JPMorgan Chase

16,322

2,686

Morgan Stanley & Co. Inc.

6,563

1,298

Paribas

1,571

UBS Financial Services

961

Personal Strategy Income Fund

   
 

Fiscal Year Ended 5/31/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

Bank of America Merrill Lynch

$2,162

$6,024

Barclays Capital

1,733

Citigroup

2,740

CS First Boston Corp.

940

Deutsche Bank Securities

644

Goldman Sachs & Co.

502

2,103

JPMorgan Chase

7,856

7,355

Morgan Stanley & Co. Inc.

3,162

3,050

Paribas

701

UBS Financial Services

1,379

Prime Reserve Fund

   
 

Fiscal Year Ended 5/31/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

Greenwich Capital Markets

$51,000

JPMorgan Chase

90,755

168


TRP Reserve Investment Fund

   
 

Fiscal Year Ended 5/31/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

Bank of America Merrill Lynch

$133,000

Barclays Capital

378,000

BNP Paribas

252,000

Citigroup Global Markets, Inc.

114,000

CS First Boston Corp.

229,933

Deutsche Bank Securities

711,000

Goldman Sachs & Co.

385,000

Greenwich Capital Markets

252,000

HSBC Securities Inc.

508,000

Short-Term Bond Fund

   
 

Fiscal Year Ended 5/31/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

Bank of America Merrill Lynch

$71,212

Barclays Capital

33,214

Citigroup Global Markets, Inc.

52,398

Deutsche Bank Securities

4,472

Goldman Sachs & Co.

72,538

Greenwich Capital Markets

13,239

HSBC Securities Inc.

40,507

JPMorgan Chase

77,459

Morgan Stanley & Co. Inc.

111,503

Wells Fargo Securities

 

40,413

Short-Term Reserve Fund

   
 

Fiscal Year Ended 5/31/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

BNP Paribas

$25,000

CS First Boston Corp.

22,518

Strategic Income Fund

   
 

Fiscal Year Ended 5/31/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

Bank Of America Merrill Lynch

$267—

$2,336

Barclays Capital

424

Citigroup Global Markets, Inc.

763

CS First Boston Corp.

43

Goldman Sachs & Co.

819

Greenwich Capital Markets

44

HSBC Securities Inc.

294

JPMorgan Chase

1,469

Morgan Stanley & Co. Inc.

2,153

169


Ultra Short-Term Bond Fund

   
 

Fiscal Year Ended 5/31/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

Bank Of America Merrill Lynch

$647

Barclays Capital

1,282

BNP Paribas

739

Citigroup Global Markets, Inc.

1,672

Deutsche Bank Securities

1,138

Goldman Sachs & Co.

739

HSBC Securities Inc.

990

JPMorgan Chase

1,396

Morgan Stanley & Co. Inc.

861

Wells Fargo Securities

1,535

U.S. Treasury Money Fund

   
 

Fiscal Year Ended 5/31/13

Brokers

Value of Stock Holdings

Value of Bond Holdings

Bank Of America Merrill Lynch

$36,000

Barclays Capital

93,000

BNP Paribas

85,000

Citigroup Global Markets, Inc.

213,000

CS First Boston Corp.

28,000

Deutsche Bank Securities

65,000

Goldman Sachs & Co.

65,000

HSBC Securities Inc.

179,000

JPMorgan Chase

51,000

Toronto Dominion Securities

92,000

Africa & Middle East Fund

   
 

Fiscal Year Ended 10/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

Bank of America/Merrill Lynch

$2,880

Morgan Stanley

3,597

Deutsche Bank Securities

6,656

HSBC Brokerage

13,836

Citigroup Global Markets

$6,952

European Stock Fund

   
 

Fiscal Year Ended 10/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

UBS Investment Bank

$8,044

Global Large-Cap Stock Fund

   
 

Fiscal Year Ended 10/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

Bank of America/Merrill Lynch

$590

JPMorgan Chase

938

Goldman Sachs

416

CS First Boston

336

170


Global Stock Fund

   
 

Fiscal Year Ended 10/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

JPMorgan Chase

$4,835

Bank of America/Merrill Lynch

7,773

$172

Goldman Sachs

2,436

CS First Boston

5,369

195

Institutional Africa & Middle East Fund

   
 

Fiscal Year Ended 10/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

Morgan Stanley

$3,493

Deutsche Bank Securities

6,259

HSBC Brokerage

12,863

Bank of America/Merrill Lynch

2,889

Citibank

6,558

Institutional Concentrated International Equity Fund

   
 

Fiscal Year Ended 10/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

HSBC Brokerage

$104

CS First Boston

133

Institutional Global Equity Fund

   
 

Fiscal Year Ended 10/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

JPMorgan Chase

$1,655

Goldman Sachs

808

CS First Boston

1,791

Bank of America/Merrill Lynch

2,594

Institutional Global Large-Cap Equity Fund

   
 

Fiscal Year Ended 10/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

JPMorgan Chase

$1,504

CS First Boston

558

Goldman Sachs

698

Bank of America/Merrill Lynch

964

Institutional Global Value Equity Fund

   
 

Fiscal Year Ended 10/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

JPMorgan Chase

$165

Bank of America/Merrill Lynch

52

CS First Boston

113

171


Institutional International Core Equity Fund

   
 

Fiscal Year Ended 10/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

Deutsche Bank

$203

Barclays Capital

777

Institutional International Growth Equity Fund

   
 

Fiscal Year Ended 10/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

HSBC Brokerage

$522

CS First Boston

1,432

$90

Bank of America/Merrill Lynch

80

International Discovery Fund

   
 

Fiscal Year Ended 10/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

Bank of America/Merrill Lynch

$7,879

CS First Boston

8,887

International Equity Index Fund

   
 

Fiscal Year Ended 10/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

HSBC Brokerage

$5,722

CS First Boston

943

$876

UBS Investment Bank

1,810

Macquarie Equities

381

Barclays Capital

1,409

Deutsche Bank Securities

331

International Growth & Income Fund

   
 

Fiscal Year Ended 10/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

Bank of America/Merrill Lynch

$2,931

Deutsche Bank Securities

$42,055

CS First Boston

63,977

3,307

Macquarie Equities

42,257

HSBC Brokerage

49,184

International Stock Fund

   
 

Fiscal Year Ended 10/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

Bank of America/Merrill Lynch

$7,491

CS First Boston

$153,485

8,449

Macquarie Equities

56,554

HSBC Brokerage

56,004

172


Japan Fund

   
 

Fiscal Year Ended 10/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

Bank of America/Merrill Lynch

$784

CS First Boston

884

Latin America Fund

   
 

Fiscal Year Ended 10/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

Bank of America/Merrill Lynch

$1,103

CS First Boston

1,244

New Asia Fund

   
 

Fiscal Year Ended 10/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

Bank of America/Merrill Lynch

$2,651

CS First Boston

2,991

Overseas Stock Fund

   
 

Fiscal Year Ended 10/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

Bank of America/Merrill Lynch

-

$8,364

Deutsche Bank Securities

$16,065

-

CS First Boston

-

9,435

Macquarie Equities

29,724

-

Summit Cash Reserves Fund

   
 

Fiscal Year Ended 10/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

JPMorgan Chase

$59,095

Greenwich Capital Markets

40,000

Deutsche Bank Securities

50,000

UBS Investment Bank

14,616

Macquarie Equities

12,000

Summit GNMA Fund

   
 

Fiscal Year Ended 10/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

JPMorgan Chase

$534

Greenwich Capital Markets

1,750

Barclays Capital

1,706

CS First Boston

158

Bank of America/Merrill Lynch

171

UBS Securities

1,706

173


Summit Municipal Income Fund

   
 

Fiscal Year Ended 10/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

JPMorgan Chase

$15,400

Bank of America/Merrill Lynch

1,251

Goldman Sachs

3,027

Summit Municipal Intermediate Fund

   
 

Fiscal Year Ended 10/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

JPMorgan Chase

$4,100

Goldman Sachs

23,943

Wells Fargo

3,500

Bank of America/Merrill Lynch

12,940

Summit Municipal Money Market Fund

   
 

Fiscal Year Ended 10/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

JPMorgan Chase

$8,575

Wells Fargo

14,980

U.S. Bond Enhanced Index Fund

   
 

Fiscal Year Ended 10/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

JPMorgan Chase

$8,448

Citigroup Global Markets

7,382

Bank of America/Merrill Lynch

10,143

Barclays Capital

1,932

Goldman Sachs

6,797

Greenwich Capital Markets

1,686

Wells Fargo Securities

3,061

Morgan Stanley

13,667

CS First Boston

979

HSBC Brokerage

2,297

Deutsche Bank Securities

1,392

BNP Paribas

424

Balanced Fund

   
 

Fiscal Year Ended 12/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

Bank of America Merrill Lynch

$16,996

$16,547

Goldman Sachs

5,191

5,597

J.P. Morgan Chase

26,444

19,037

CS First Boston Corp.

1,117

Morgan Stanley & Co. Inc.

6,876

4,485

Citigroup

2,464

13,812

Deutsche Bank Securities

1,903

8,415

Barclays Capital

8,736

1,905

UBS Investment Bank

830

174


Blue Chip Growth Fund

   
 

Fiscal Year Ended 12/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

J.P. Morgan Chase

$22,460

Goldman Sachs

37,209

Citigroup

1,456

Morgan Stanley

6,683

Capital Appreciation Fund

   
 

Fiscal Year Ended 12/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

J.P. Morgan Chase

$120,668

Capital Opportunity Fund

   
 

Fiscal Year Ended 12/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

J.P. Morgan Chase

$5,655

Bank of America Merrill Lynch

5,023

Goldman Sachs

2,832

Morgan Stanley & Co. Inc.

832

Citigroup Global Markets, Inc.

2,053

Wells Fargo Van Kasper

4,394

Dividend Growth Fund

   
 

Fiscal Year Ended 12/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

J.P. Morgan Chase

$45,091

Goldman Sachs

8,291

Morgan Stanley & Co. Inc.

5,023

Emerging Markets Local Currency Bond Fund

   
 

Fiscal Year Ended 12/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

J.P. Morgan Chase

$1,664

Emerging Markets Local Multi-Sector Account Portfolio

   
 

Fiscal Year Ended 12/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

J.P. Morgan Chase

$1,664

Equity Income Fund

   
 

Fiscal Year Ended 12/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

Bank of America Merrill Lynch

$303,932

175


Equity Index 500 Fund

   
 

Fiscal Year Ended 12/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

Goldman Sachs

$68,350

Citigroup Global Markets, Inc.

140,714

Morgan Stanley & Co. Inc.

32,100

Bank of America Merrill Lynch

151,682

J.P. Morgan Chase

202,913

Wells Fargo Van Kasper

202,993

Extended Equity Market Index Fund

   
 

Fiscal Year Ended 12/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

Stifel Nicolaus

$366

Financial Services Fund

   
 

Fiscal Year Ended 12/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

J.P. Morgan Chase

$17,298

Bank of America Merrill Lynch

11,856

Morgan Stanley & Co. Inc.

7,828

Goldman Sachs

8,215

CS First Boston

4,357

Growth & Income Fund

   
 

Fiscal Year Ended 12/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

Bank of America Merrill Lynch

$11,895

Morgan Stanley & Co. Inc.

1,858

Goldman Sachs

6,824

J.P. Morgan Chase

20,033

Institutional International Bond Fund

   
 

Fiscal Year Ended 12/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

J.P. Morgan Chase

$269

Goldman Sachs

467

HSBC Securities Inc.

1,007

Bank of America Merrill Lynch

535

CS First Boston Corp.

389

Citigroup Global Markets, Inc.

818

Morgan Stanley & Co. Inc.

730

Barclays Capital

780

UBS Financial Services

219

176


Institutional Large-Cap Core Growth Fund

   
 

Fiscal Year Ended 12/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

Goldman Sachs

$1,187

J.P. Morgan Chase

756

Morgan Stanley

214

Citigroup Global Markets, Inc.

99

Institutional Large-Cap Value Fund

   
 

Fiscal Year Ended 12/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

Morgan Stanley & Co. Inc.

$18,097

Bank of America Merrill Lynch

21,634

J.P. Morgan Chase

32,815

Goldman Sachs

5,294

Institutional U.S. Structured Research Fund

   
 

Fiscal Year Ended 12/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

Morgan Stanley & Co. Inc.

$1,077

Bank of America Merrill Lynch

6,258

J.P. Morgan Chase

7,150

Citigroup Global Markets, Inc.

2,537

Goldman Sachs

3,578

International Bond Fund

   
 

Fiscal Year Ended 12/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

J.P. Morgan Chase

$9,768

HSBC Securities Inc.

31,253

CS First Boston Corp.

8,553

Goldman Sachs

17,674

Bank of America Merrill Lynch

16,564

Citigroup Global Markets, Inc.

18,007

Barclays Capital

39,538

Morgan Stanley & Co. Inc.

21,656

UBS Financial Services

4,309

Small-Cap Value Fund

   
 

Fiscal Year Ended 12/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

Stifel Nicolaus

$23,549

177


Total Equity Market Index Fund

   
 

Fiscal Year Ended 12/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

Goldman Sachs

$2,495

Citigroup Global Markets, Inc.

4,357

Morgan Stanley & Co. Inc.

1,084

Bank of America Merrill Lynch

5,158

J.P. Morgan Chase

6,788

Wells Fargo Van Kasper

6,752

Stifel Nicolaus

98

U.S. Large-Cap Core Fund

   
 

Fiscal Year Ended 12/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

J.P. Morgan Chase

$996

Bank of America Merrill Lynch

745

Value Fund

   
 

Fiscal Year Ended 12/31/12

Brokers

Value of Stock Holdings

Value of Bond Holdings

Bank of America Merrill Lynch

$315,636

Wells Fargo Securities

123,561

Morgan Stanley & Co. Inc.

161,947

Goldman Sachs

13,394

J.P. Morgan Chase

540,391

Portfolio Turnover

The portfolio turnover rates for the funds (if applicable) for the fiscal years indicated are as follows:

       

Fund

Fiscal Year Ended

2/28/13

2/29/12

2/28/11

California Tax-Free Bond

11.3

%

15.0

%

15.3

%

California Tax-Free Money

(a)

 

(a)

 

(a)

 

Floating Rate Multi-Sector Account Portfolio

72.8

 

(b)

 

(b)

 

Georgia Tax-Free Bond

5.4

 

13.4

 

21.4

 

High Yield Multi-Sector Account Portfolio

68.9

 

(b)

 

(b)

 

Investment-Grade Corporate Multi-Sector Account Portfolio

99.4

 

(b)

 

(b)

 

Maryland Short-Term Tax-Free Bond

37.2

 

69.4

 

31.4

 

Maryland Tax-Free Bond

11.8

 

12.5

 

15.3

 

Maryland Tax-Free Money

(a)

 

(a)

 

(a)

 

Mortgage-Backed Securities Multi-Sector Account Portfolio

180.5

 

(b)

 

(b)

 

New Jersey Tax-Free Bond

13.3

 

12.0

 

18.6

 

New York Tax-Free Bond

11.1

 

13.4

 

15.2

 

New York Tax-Free Money

(a)

 

(a)

 

(a)

 

Tax-Efficient Equity

28.9

 

25.1

 

38.7

 

178


       

Fund

Fiscal Year Ended

2/28/13

2/29/12

2/28/11

Tax-Exempt Money

(a)

 

(a)

 

(a)

 

Tax-Free High Yield

11.6

 

12.9

 

24.0

 

Tax-Free Income

10.2

 

16.0

 

15.1

 

Tax-Free Short-Intermediate

16.8

 

23.3

 

18.5

 

Tax-Free Ultra Short-Term Bond

(b)

 

(b)

 

(b)

 

Virginia Tax-Free Bond

11.7

 

12.6

 

21.9

 

(a) Money funds are not required to show portfolio turnover.

(b) Prior to commencement of operations.

       

Fund

Fiscal Year Ended

5/31/13

5/31/12

5/31/11

Corporate Income

46.8

%

72.5

%

57.1

%

GNMA

217.2

 

344.3

 

225.7

(a)

Floating Rate

69.1

 

45.4

 

(b)

 

TRP Government Reserve Investment

(c)

 

(c)

 

(c)

 

High Yield

79.9

 

63.0

 

75.4

 

Inflation Focused Bond

33.0

 

39.8

 

57.2

 

Inflation Protected Bond

15.3

 

7.0

 

18.0

 

Institutional Core Plus

127.4

 

140.6

 

121.5

 

Institutional Floating Rate

83.3

 

91.6

 

67.6

 

Institutional High Yield

80.1

 

54.6

 

77.6

 

Institutional Long Duration Credit

(b)

 

(b)

 

(b)

 

New Income

130.9

 

157.1

 

110.7

 

Personal Strategy Balanced

58.4

 

65.5

 

55.1

 

Personal Strategy Growth

46.4

 

51.3

 

49.0

 

Personal Strategy Income

64.8

 

62.0

 

56.3

 

Prime Reserve

(c)

 

(c)

 

(c)

 

TRP Reserve Investment

(c)

 

(c)

 

(c)

 

Retirement 2005

15.7

 

25.2

 

17.5

 

Retirement 2010

16.5

 

23.3

 

19.0

 

Retirement 2015

14.5

 

25.6

 

15.2

 

Retirement 2020

14.2

 

22.4

 

15.6

 

Retirement 2025

12.7

 

26.0

 

16.7

 

Retirement 2030

13.0

 

22.3

 

16.2

 

Retirement 2035

12.3

 

27.1

 

17.1

(d)

Retirement 2040

12.8

 

22.1

 

15.9

(d)

Retirement 2045

10.8

 

28.3

 

16.8

 

Retirement 2050

14.1

 

32.2

 

22.8

(d)

Retirement 2055

13.3

 

37.0

 

27.4

(d)

Retirement Income

14.3

 

20.7

 

12.5

 

179


       

Fund

Fiscal Year Ended

5/31/13

5/31/12

5/31/11

Short-Term Bond

66.5

 

92.3

 

71.9

(e)

Short-Term Government Reserve

(b)

 

(b)

 

(b)

 

Short-Term Reserve

(b)

 

(b)

 

(b)

 

Strategic Income

65.8

 

94.4

 

70.0

 

Target Retirement 2005

(b)

 

(b)

 

(b)

 

Target Retirement 2010

(b)

 

(b)

 

(b)

 

Target Retirement 2015

(b)

 

(b)

 

(b)

 

Target Retirement 2020

(b)

 

(b)

 

(b)

 

Target Retirement 2025

(b)

 

(b)

 

(b)

 

Target Retirement 2030

(b)

 

(b)

 

(b)

 

Target Retirement 2035

(b)

 

(b)

 

(b)

 

Target Retirement 2040

(b)

 

(b)

 

(b)

 

Target Retirement 2045

(b)

 

(b)

 

(b)

 

Target Retirement 2050

(b)

 

(b)

 

(b)

 

Target Retirement 2055

(b)

 

(b)

 

(b)

 

U.S. Treasury Intermediate

34.0

 

56.9

 

32.8

 

U.S. Treasury Long-Term

44.5

 

57.1

 

43.1

 

U.S. Treasury Money

(c)

 

(c)

 

(c)

 

Ultra Short-Term Bond

53.3

 

(b)

 

(b)

 

(a) The increase in the fund’s turnover rate was primarily due to an increased focus on purchasing mortgage-backed securities through the “to-be-announced” (TBA) market. To the extent the fund entered into dollar roll transactions, such transactions were accounted for as both purchases and sales, which also had the effect of increasing the fund’s portfolio turnover rate.

(b) Prior to commencement of operations.

(c) Money funds are not required to show portfolio turnover.

(d) The increase in the fund’s turnover rate was primarily due to reallocations resulting from the addition of a new underlying fund.

(e) The increase in the fund’s turnover rate was in response to market conditions and primarily due to an increased focus on mortgage-backed securities.

       

Fund

Fiscal Year Ended

10/31/12

10/31/11

10/31/10

Africa & Middle East

65.0

%

65.9

%

91.2

%

Emerging Europe

10.9

 

21.7

 

27.7

 

Emerging Markets Stock

24.1

 

18.6

 

26.6

 

European Stock

41.6

 

57.6

 

61.1

 

Global Allocation

(a)

 

(a)

 

(a)

 

Global Infrastructure

34.6

 

30.9

 

18.6

 

Global Large-Cap Stock

111.7

 

133.0

 

120.9

 

Global Stock

84.2

 

71.4

 

83.3

 

Institutional Africa & Middle East

65.9

 

97.0

 

83.6

 

180


       

Fund

Fiscal Year Ended

10/31/12

10/31/11

10/31/10

Institutional Concentrated International Equity

155.3

 

128.3

(b)

14.5

 

Institutional Emerging Markets Equity

26.9

 

24.3

 

21.6

 

Institutional Global Equity

103.4

 

82.4

 

88.7

 

Institutional Global Large-Cap Equity

115.5

 

138.3

 

107.7

 

Institutional Global Value Equity

13.5

 

(a)

 

(a)

 

Institutional International Core Equity

18.4

 

15.2

 

2.8

 

Institutional International Growth Equity

39.5

 

52.0

 

63.8

 

International Discovery

40.2

 

49.3

 

54.8

 

International Equity Index

8.8

 

30.0

 

12.8

 

International Growth & Income

29.9

 

26.3

 

31.3

 

International Stock

33.5

 

43.0

 

54.8

 

Japan

55.1

 

72.1

 

62.0

 

Latin America

16.7

 

14.8

 

14.1

 

New Asia

41.1

 

68.1

 

49.4

 

Overseas Stock

13.6

 

16.7

 

24.8

 

Summit Cash Reserves

(c)

 

(c)

 

(c)

 

Summit GNMA

181.9

 

237.0

(d)

112.1

 

Summit Municipal Income

9.5

 

21.0

 

12.1

 

Summit Municipal Intermediate

7.1

 

17.0

 

8.2

 

Summit Municipal Money Market

(c)

 

(c)

 

(c)

 

U.S. Bond Enhanced Index

102.7

 

96.6

 

33.9

 

(a) Prior to commencement of operations.

(b) The increase in the fund’s portfolio turnover rate was due to the fund only being in operation for a portion of its prior fiscal year.

(c) Money funds are not required to show portfolio turnover.

(d) The increase in the fund’s turnover rate was primarily due to an increased focus on purchasing mortgage-backed securities through the “to-be-announced” (TBA) market. To the extent the fund entered into dollar roll transactions, such transactions were accounted for as both purchases and sales, which also had the effect of increasing the fund’s portfolio turnover rate.

       

Fund

Fiscal Year Ended

12/31/12

12/31/11

12/31/10

Balanced

55.5

%

57.9

%

44.5

%

Blue Chip Growth

24.5

 

44.2

 

46.8

 

Capital Appreciation

60.3

 

81.3

 

66.3

 

Capital Opportunity

34.9

 

36.6

 

37.6

 

Diversified Mid-Cap Growth

24.5

 

42.1

 

27.5

 

Diversified Small-Cap Growth

15.4

 

16.9

 

18.5

 

Dividend Growth

11.7

 

10.4

 

15.9

 

Emerging Markets Bond

40.7

 

50.1

 

35.3

 

Emerging Markets Corporate Bond

26.5

 

(a)

 

(a)

 

181


       

Fund

Fiscal Year Ended

12/31/12

12/31/11

12/31/10

Emerging Markets Corporate Multi-Sector Account Portfolio

59.9

 

(a)

 

(a)

 

Emerging Markets Local Currency Bond

82.3

 

49.6

 

(a)

 

Emerging Markets Local Multi-Sector Account Portfolio

74.5

 

(a)

 

(a)

 

Equity Income

15.6

 

15.3

 

12.4

 

Equity Index 500

7.5

 

5.5

 

8.2

 

Extended Equity Market Index

17.6

 

18.9

 

14.2

 

Financial Services

43.0

 

40.0

 

55.7

 

Global Real Estate

4.4

 

8.2

 

6.5

 

Global Technology

182.4

 

110.5

 

135.3

 

Growth & Income

9.6

 

9.0

 

7.5

 

Growth Stock

31.1

 

29.5

 

42.2

 

Health Sciences

12.9

 

23.3

 

36.4

 

Institutional Emerging Markets Bond

44.4

 

49.9

 

57.6

 

Institutional International Bond

62.5

 

49.5

 

82.2

 

Institutional Large-Cap Core Growth

21.5

 

36.6

 

44.8

 

Institutional Large-Cap Growth

40.4

 

57.6

 

60.1

 

Institutional Large-Cap Value

17.1

 

19.3

 

16.6

 

Institutional Mid-Cap Equity Growth

37.4

 

38.3

 

36.7

 

Institutional Small-Cap Stock

26.9

 

22.3

 

28.9

 

Institutional U.S. Structured Research

38.7

 

47.8

 

40.5

 

International Bond

52.2

 

35.7

 

61.5

 

Media & Telecommunications

39.2

 

41.1

 

41.8

 

Mid-Cap Growth

29.6

 

30.6

 

30.1

 

Mid-Cap Value

43.7

 

53.6

 

46.4

 

New America Growth

34.4

 

32.1

 

60.3

 

New Era

37.5

 

26.5

 

26.7

 

New Horizons

35.0

 

43.7

 

46.1

 

Real Assets

41.4

 

30.0

 

12.5

 

Real Estate

6.0

 

4.9

 

12.8

 

Science & Technology

49.5

 

77.4

 

68.3

 

Small-Cap Stock

20.7

 

23.7

 

19.5

 

Small-Cap Value

4.8

 

5.5

 

11.7

 

Spectrum Growth

9.4

 

13.0

 

7.4

 

Spectrum Income

14.9

 

14.7

 

13.4

 

Spectrum International

6.0

 

8.2

 

8.7

 

Total Equity Market Index

5.2

 

6.2

 

8.1

 

U.S. Large-Cap Core

72.6

 

74.0

 

60.7

 

Value

55.5

 

53.0

 

29.5

 

(a) Prior to commencement of operations.

182


INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP, 100 East Pratt Street, Suite 1900, Baltimore, Maryland 21202, is the independent registered public accounting firm to the funds.

The financial statements and Report of Independent Registered Public Accounting Firm of the funds included in each fund’s annual report are incorporated into this SAI by reference. A copy of the annual report of each fund with respect to which an inquiry is made will accompany this SAI.

183


The following financial statements are provided in accordance with the Investment Company Act of 1940, which requires a registered investment company to have a net worth of at least $100,000.

           

T. ROWE PRICE GLOBAL ALLOCATION FUND

         

May 6, 2013

           
           

STATEMENT OF ASSETS AND LIABILITIES

 

 

 

 

          

 

           
           
 

Assets

     
           
  

Cash

    

$

100,000

 
  

Prepaid registration fees

     

112,811

 
  

Total assets

     

212,811

 
          
           
 

Liabilities

     
           
  

Payable to manager

     

(112,811)

 
  

Total liabilities

      

(112,811)

 
           
  

NET ASSETS

   

$

100,000

 
           
  

OFFERING AND REDEMPTION PRICE

 

$

10.00

 
           
  

Net Assets Consist of:

     
  

Paid-in-capital applicable to 10,000 shares of $0.0001

   
  

par value capital stock outstanding; 1,000,000,000

   
  

shares of the corporation authorized

$

100,000

 

The accompanying notes are an integral part of these financial statements.

184


           

T. ROWE PRICE GLOBAL ALLOCATION FUND

         

May 6, 2013

           
           

STATEMENT OF OPERATIONS

 

 

 

 

          

 

           
           
 

Expenses

     
           
  

Organization expenses

    

$

4,141

 
  

Reimbursed by manager

     

(4,141)

 
  

Net investment income

     

--

 
          
           
  

INCREASE (DECREASE) IN NET ASSETS
FROM START-UP OPERATIONS

 

$

--

 

The accompanying notes are an integral part of these financial statements.

185


NOTE TO FINANCIAL STATEMENTS

T. Rowe Price Global Allocation Fund, Inc. (the fund), was organized on February 5, 2013, as a Maryland corporation and is registered under the Investment Company Act of 1940 as a diversified, open-end management investment company. Through May 6, 2013, the fund had no operations other than those matters related to organization and registration as an investment company, the registration of shares for sale under the Securities Act of 1933, and the sale of 10,000 shares of the fund at $10.00 per share on May 3, 2013, to T. Rowe Price Associates, Inc., via share exchange from a T. Rowe Price money market mutual fund. The exchange was settled in the ordinary course of business on May 6, 2013, with the transfer of $100,000 cash.

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Preparation The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, which require the use of estimates made by management. Management believes that estimates are appropriate; however, actual results may differ from those estimates.

Organization and Offering Costs Organization costs are expensed as incurred and consist of incorporation fees, initial audit fees, and other costs incurred in connection with the establishment of the fund. Offering costs are amortized over a 12-month period upon commencement of fund operations and consist of registration fees, underwriting fees, and initial printing and other costs incurred in connection with the initial offering of the fund.

Federal Income Taxes The fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and to distribute to shareholders all of its taxable income and gains. Distributions determined in accordance with federal income tax regulations may differ in amount or character from net investment income and realized gains for financial reporting purposes.

NOTE 2 – RELATED PARTIES

The fund is managed by T. Rowe Price Associates, Inc. (Price Associates), a wholly owned subsidiary of T. Rowe Price Group, Inc. The investment management agreement between the fund and Price Associates provides for an annual investment management fee, which will be computed daily and paid monthly. The fee consists of an individual fund fee, equal to 0.40% of the fund’s average daily net assets, and a group fee. The group fee rate is calculated based on the combined net assets of certain mutual funds sponsored by Price Associates applied to a graduated fee schedule, with rates ranging from 0.48% for the first $1 billion of assets to 0.275% for assets in excess of $400 billion. The fund’s group fee is determined by applying the group fee rate to the fund’s average daily net assets.

Under the terms of the investment management agreement, the manager will be required to bear all expenses of the fund, excluding interest, taxes, brokerage commissions, and extraordinary expenses, through February 29, 2016, which would otherwise cause the fund’s ratio of total expenses to average daily net assets (expense ratio) to exceed its expense limitation of 1.05%. For a period of three years after the date of any reimbursement or waiver, the fund will be required to reimburse the manager for these expenses, provided that average net assets have grown or expenses have declined sufficiently to allow reimbursement without causing the fund’s expense ratio to exceed its expense limitation. Through May 6, 2013, the fund incurred organization expenses in the approximate amount of $4,141 which the manager has paid on the fund’s behalf in accordance with the expense limitation. Also, through May 6, 2013, initial registration fees in the amount of $112,811 were prepaid by the manager on behalf of the fund and will be repaid upon commencement of operations.

Pursuant to various service agreements, Price Associates and its wholly owned subsidiaries will provide shareholder servicing and administrative, transfer and dividend disbursing, accounting, and certain other services to the fund.

186


Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of

T. Rowe Price Global Allocation Fund, Inc.:

In our opinion, the accompanying statement of assets and liabilities and the related statement of operations present fairly, in all material respects, the financial position of the T. Rowe Price Global Allocation Fund, Inc. (the “Fund”) at May 6, 2013, and the results of its operations for the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Baltimore, Maryland

May 14, 2013

187


PART II – TABLE OF CONTENTS

Page

  

Investment Objectives and Policies

188

Risk Factors

188

Portfolio Securities

207

Derivatives

225

Portfolio Management Practices

242

Investment Restrictions

245

Custodian

251

Code of Ethics

252

Disclosure of Fund Portfolio

 

Information

252

Pricing of Securities

255

Net Asset Value Per Share

256

Page

  

Dividends and Distributions

258

In-Kind Redemptions and Purchases

258

Tax Status

258

Capital Stock

262

Organization of the Funds

268

Proxy Voting – Process and Policies

269

Federal Registration of Shares

272

Legal Counsel

272

Ratings of Commercial Paper

273

Ratings of Corporate Debt Securities

273

Ratings of Municipal Notes and

 

Variable Rate Securities

275

PART II

Part II of this SAI describes risks, policies, and practices that apply to the funds in the T. Rowe Price family of funds.

INVESTMENT OBJECTIVES AND POLICIES

The following information supplements the discussion of the funds’ investment objectives and policies discussed in the funds’ prospectuses. You should refer to each fund’s prospectus to determine the types of securities in which the fund invests. You will then be able to review additional information set forth herein on those types of securities and their risks.

Shareholder approval is required to substantively change fund objectives. Unless otherwise specified, the investment programs and restrictions of the funds are not fundamental policies. The funds’ operating policies are subject to change by the funds’ Boards without shareholder approval. The funds’ fundamental policies may not be changed without the approval of at least a majority of the outstanding shares of the funds or, if it is less, 67% of the shares represented at a meeting of shareholders at which the holders of more than 50% of the shares are represented.

RISK FACTORS

You may also refer to the sections entitled “Portfolio Securities” and “Portfolio Management Practices” for discussions of the risks associated with the investments and practices described therein as they apply to the funds.

Risk Factors of Investing in Foreign Securities

General

Foreign securities include both U.S. dollar-denominated and non-U.S. dollar-denominated securities of foreign issuers. Foreign securities include securities issued by companies that are organized under the laws of

188


countries other than the U.S. as well as securities that are issued or guaranteed by foreign governments or by foreign supranational entities. They also include securities issued by companies whose principal trading market is in a country other than the U.S. and companies that derive a significant portion of their revenue or profits from foreign businesses, investments or sales, or that have a majority of their assets outside the United States. Foreign securities may be traded on foreign securities exchanges or in the foreign OTC markets. Foreign securities markets generally are not as developed or efficient as those in the United States.

Investing in foreign securities, as well as instruments that provide investment exposure to foreign securities and markets, involves risks that are not typically associated with investing in U.S. dollar-denominated securities of domestic issuers. Certain of these risks are inherent in any mutual fund investing in foreign securities while others relate more to the countries and regions in which the funds may invest. Many of the risks are more pronounced for investments in emerging market countries, such as Russia and many of the countries of Africa, Asia, Eastern Europe, Latin America, and the Middle East. There are no universally accepted criteria used to determine which countries are considered developed markets and which are considered emerging markets. However, the funds rely on the classification made for a particular country by an unaffiliated, third-party data provider.

· Political, Social, and Economic Risks Foreign investments involve risks unique to the local political, economic, tax, and regulatory structures in place, as well as the potential for social instability, military unrest, or diplomatic developments that could prove adverse to the interests of U.S. investors. The economies of many of the countries in which the funds may invest are not as developed as the U.S. and individual foreign economies can differ favorably or unfavorably from the U.S. economy in such respects as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency, and balance of payments position. In addition, war and terrorism have affected many countries, especially those in Africa and the Middle East. Many countries throughout the world are dependent on a healthy U.S. economy and are adversely affected when the U.S. economy weakens or its markets decline. For example, in 2007 and 2008, the meltdown in the U.S. subprime mortgage market quickly spread throughout global credit markets, triggering a liquidity crisis that affected debt and equity markets around the world.

Governments in certain foreign countries continue to participate to a significant degree, through ownership interest or regulation, in their respective economies. Action by these governments could have a significant effect on market prices of securities and payment of dividends. The economies of many foreign countries are heavily dependent upon international trade and are accordingly affected by protective trade barriers and economic conditions of their trading partners. The enactment by these trading partners of protectionist trade legislation could have a significant adverse effect upon the securities markets of such countries.

· Currency Risks Investments in foreign securities will normally be denominated in foreign currencies. Accordingly, a change in the value of any such currency against the U.S. dollar will result in a corresponding change in the U.S. dollar value of the funds’ holdings denominated in that currency. Generally, when a given currency appreciates against the U.S. dollar (e.g., because the U.S. dollar weakens or the particular foreign currency strengthens), the value of the funds’ securities denominated in that currency will rise. When a given currency depreciates against the U.S. dollar (e.g., because the U.S. dollar strengthens or the particular foreign currency weakens), the value of the funds’ securities denominated in that currency will decline. The value of fund assets may also be affected by losses and other expenses incurred in converting between various currencies in order to purchase and sell foreign securities, and by currency restrictions, exchange control regulations, and currency devaluations. In addition, a change in the value of a foreign currency against the U.S. dollar could result in a change in the amount of income available for distribution. If a portion of a fund’s investment income may be received in foreign currencies, the fund will be required to compute its income in U.S. dollars for distribution to shareholders, and therefore the fund will absorb the cost of currency fluctuations.

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· Investment and Repatriation Restrictions Foreign investment in the securities markets of certain foreign countries is restricted or controlled to varying degrees. These restrictions limit and, at times, preclude investment in such countries and increase the cost and expenses of the funds. Investments by foreign investors are subject to a variety of restrictions in many emerging market countries. These restrictions may take the form of prior governmental approval, limits on the amount or type of securities held by foreigners, and limits on the types of companies in which foreigners may invest. Additional or different restrictions may be imposed at any time by these or other countries in which the funds invest. In addition, the repatriation of both investment income and capital from several foreign countries is restricted and controlled under certain regulations, including in some cases the need for certain government consents.

· Market and Trading Characteristics Foreign securities markets are generally not as developed or efficient as, and more volatile than, those in the United States. While growing in volume, they usually have substantially less volume than U.S. markets and the funds’ foreign portfolio securities may be less liquid, more difficult to value, and subject to more rapid and erratic price movements than securities of comparable U.S. companies. Foreign securities may trade at price/earnings multiples higher than comparable U.S. securities and such levels may not be sustainable. Commissions on foreign securities trades are generally higher than commissions on U.S. exchanges, and while there are an increasing number of overseas securities markets that have adopted a system of negotiated rates, a number are still subject to an established schedule of minimum commission rates. There is generally less government supervision and regulation of foreign securities exchanges, brokers, and listed companies than in the United States.

Moreover, overall settlement practices for transactions in foreign markets may differ from those in U.S. markets. Such differences include delays beyond periods customary in the U.S. and practices, such as delivery of securities prior to receipt of payment, which increase the likelihood of a “failed settlement.” Failed settlements can result in losses to the funds. In certain markets there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct transactions. Delays in clearance and settlement could result in temporary periods when assets of the funds are uninvested and no return is earned. The inability of a fund to make intended security purchases due to clearance and settlement problems could cause the fund to miss attractive investment opportunities. The inability of a fund to sell portfolio securities due to clearance and settlement problems could result either in losses to the fund due to subsequent declines in the value of the portfolio security or, if the fund has entered into a contract to sell the security, liability to the purchaser. Military unrest, war, terrorism, and other factors could result in securities markets closing unexpectedly for an extended period, during which a fund would lose the ability to either purchase or sell securities traded in that market. Finally, certain foreign markets are open for trading on days when the funds do not calculate their net asset value. Therefore, the values of a fund’s holdings in those markets may be affected on days when shareholders have no access to the fund.

· Depositary Receipts It is expected that most foreign securities will be purchased in OTC markets or on securities exchanges located in the countries in which the issuers of the various securities are located, provided that is the best available market. However, the funds may also purchase depositary receipts, such as American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”), and European Depositary Receipts (“EDRs”), which are certificates evidencing ownership of underlying foreign securities, as alternatives to directly purchasing the foreign securities in their local markets and currencies. An advantage of ADRs, GDRs, and EDRs is that investors do not have to buy shares through the issuing company’s home exchange, which may be difficult or expensive. ADRs, GDRs, and EDRs are subject to many of the same risks associated with investing directly in foreign securities.

Generally, ADRs are denominated in U.S. dollars and are designed for use in the U.S. securities markets. The depositaries that issue ADRs are usually U.S. financial institutions, such as a bank or trust company, but the underlying securities are issued by a foreign issuer.

GDRs may be issued in U.S. dollars or other currencies and are generally designed for use in securities markets outside the United States. GDRs represent shares of foreign securities that can be traded on the exchanges of the depositary’s country. The issuing depositary, which may be a foreign or a U.S. entity, converts dividends and the share price into the shareholder’s home currency. EDRs are generally issued by a European bank and traded on local exchanges.

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For purposes of a fund’s investment policies, investments in depositary receipts are deemed to be investments in the underlying securities. For example, an ADR representing ownership of common stock will be treated as common stock.

· Participation Notes The funds may gain exposure to securities in certain foreign markets through investments in participation notes (“P-notes”). For instance, a fund may purchase P-notes while it is awaiting approval from a foreign exchange to trade securities directly in that market as well as to invest in foreign markets that restrict foreign investors, such as the funds, from investing directly in individual securities traded on that exchange. P-notes are generally issued by banks or broker-dealers and are designed to offer a return linked to a particular underlying equity security. An investment in a P-note involves additional risks beyond the risks normally associated with a direct investment in the underlying security and the P-note’s performance may differ from the underlying security’s performance. While the holder of a P-note is entitled to receive from the broker-dealer or bank any dividends paid by the underlying security, the holder is not entitled to the same rights (e.g., voting rights) as an owner of the underlying stock. P-notes are considered general unsecured contractual obligations of the banks or broker-dealers that issue them as the counterparty. As such, the funds must rely on the creditworthiness of the counterparty for its investment returns on the P-notes and would have no rights against the issuer of the underlying security. There is also no assurance that there will be a secondary trading market for a P-note or that the trading price of a P-note will equal the value of the underlying security. Additionally, issuers of P-notes and the calculation agent may have broad authority to control the foreign exchange rates related to the P-notes and discretion to adjust the P-note’s terms in response to certain events.

· Investment Funds The funds may invest in investment funds which have been authorized by the governments of certain countries specifically to permit foreign investment in securities of companies listed and traded on the stock exchanges in these respective countries. Investment in these funds is subject to the provisions of the 1940 Act. If a fund invests in such investment funds, shareholders will bear not only their proportionate share of the expenses of the fund (including operating expenses and the fees of the investment manager), but also will indirectly bear similar expenses of the underlying investment funds. In addition, the securities of these investment funds may trade at a premium over their net asset value.

· Financial Information and Governance There is generally less publicly available information about foreign companies when compared to the reports and ratings that are published about companies in the United States. Many foreign companies are not subject to uniform accounting, auditing and financial reporting standards, practices, and requirements comparable to those applicable to U.S. companies, and there may be less stringent investor protection and disclosure standards. It also is often more difficult to keep currently informed of corporate actions, which can adversely affect the prices of portfolio securities.

· Taxes The dividends and interest payable on certain of the funds’ foreign portfolio securities may be subject to foreign withholding taxes, thus reducing the net amount of income available for distribution to the funds’ shareholders. In addition, some governments may impose a tax on purchases by foreign investors of certain securities that trade in their country.

· Higher Costs Investors should understand that the expense ratios of funds investing primarily in foreign securities can be expected to be higher than funds that invest mainly in domestic securities. Reasons include the higher costs of maintaining custody of foreign securities, higher advisory fee rates paid by funds to investment advisers for researching and selecting foreign securities, and brokerage commission rates and trading costs that tend to be more expensive in foreign markets than in the United States.

· Other Risks With respect to certain foreign countries, especially emerging markets, there is the possibility of adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, limitations on the removal of funds or other assets of the funds, or diplomatic developments which could affect investments by U.S. persons in those countries. Further, the funds may find it difficult or be unable to enforce ownership rights, pursue legal remedies, or obtain judgments in foreign courts. Evidence of securities ownership may be uncertain in many foreign countries. In many of these countries, the most notable of which is Russia, the ultimate evidence of securities ownership is the share register held by the issuing company or its registrar. While some companies may issue share certificates or provide extracts of the company’s share

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register, these are not negotiable instruments and are not effective evidence of securities ownership. In an ownership dispute, the company’s share register is controlling.

· Europe

Europe includes both developed and emerging markets. Europe’s economies are diverse, its governments are decentralized, and its cultures vary widely. Unemployment in Europe has historically been higher than in the U.S. and public deficits have been an ongoing concern in many European countries.

Fiscal Constraints Most developed countries in western Europe are members of the European Union (“EU”), and many are also members of the European Economic and Monetary Union (“EMU”). European countries can be significantly affected by the tight fiscal and monetary controls that the EMU imposes on its members and with which candidates for EMU membership are required to comply. Member countries are required to maintain tight controls over inflation, public debt, and budget deficits, and these requirements can severely limit EMU member countries’ ability to implement monetary policy to address local or regional economic conditions. The private and public sectors’ debt problems of a single EU country can pose economic risks to the EU as a whole.

Eurozone Debt Crisis While certain EU countries continue to use their own currency, there is a collective group of EU countries, known as the Eurozone, that use the euro as their currency. Although the Eurozone has adopted a common currency and central bank, there is no fiscal union and therefore money does not automatically flow from countries with surpluses to those with fiscal deficits. Several Eurozone countries are facing serious deficits and budget issues, some of which may have negative long-term effects for the economies of not just Eurozone countries but all of Europe. These rising government debt levels have increased market volatility and the probability of a recession, led to emergency financing for certain countries, and increased speculation that additional EU countries will require bailouts. These events have also cast doubts over the ability of Eurozone policymakers to agree on solutions to the debt crisis and further stressed the European banking system as lending continues to tighten. Ongoing stress in the banking system and rising deficits could lead to downgrades of European sovereign debt, which would have a negative effect on banks and companies doing business in Europe. As a result of the Eurozone debt crisis, there is continued concern over national-level support for the euro, which could lead to the implementation of currency controls, certain countries leaving the EU, or potentially a breakup of the Eurozone and dissolution of the euro. A breakup of the Eurozone, particularly a disorderly breakup, would pose special challenges for the financial markets and could lead to exchange controls and/or market closures. In the event of a Eurozone default or breakup, some of the most significant challenges faced by the funds with euro-denominated holdings and derivatives involving the euro would include diminished market liquidity, operational issues relating to the settlement of trades, difficulty in establishing the fair values of holdings, and the redenomination of holdings into other currencies.

· Emerging Europe, Middle East, and Africa

The economies of the countries of emerging Europe, the Middle East, and Africa, sometimes referred to as “EMEA,” are all considered emerging market economies, and they tend to be highly reliant on the exportation of commodities.

Political and Military Instability Many formerly communist, eastern European countries have experienced significant political and economic reform in recent years, and the eastward expansion of the EU could help to further anchor this reform process. However, the democratization process is still relatively new in a number of the smaller states and political turmoil and popular uprisings remain threats. Russia has made advances in establishing a new political outlook and a market economy, but political risk remains high and steps that Russia may take to assert its geopolitical influence may increase the tensions in the region and affect economic growth. Many Middle Eastern economies have little or no democratic tradition and are led by family structures. Opposition parties are often banned, leading to dissidence and militancy. Despite a growing trend toward a democratic process, many African nations have a history of dictatorship, military intervention, and corruption. War, terrorism, and military takeovers could result in a securities market unexpectedly closing for an extended period, which would restrict a fund from selling its securities that are traded in that market. In all parts of EMEA, such developments, if they were to recur, could reverse favorable trends toward economic and

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market reform, privatization, and removal of trade barriers, and result in significant disruptions in securities markets.

Foreign Currency Certain countries in the region may have managed currencies which are pegged to the U.S. dollar or the euro, rather than at levels determined by the market. This type of system can lead to sudden and large adjustments in the currency, which may, in turn, have a disruptive and negative effect on investors. There is no significant foreign exchange market for certain currencies, and it would, as a result, be difficult for the funds to engage in foreign currency transactions designed to protect the value of the funds’ interests in securities denominated in such currencies.

Energy/Resources Russia, the Middle East, and many African nations are highly reliant on income from oil sales. Oil prices can have a major impact on these economies. Other commodities such as base and precious metals are also important to these economies. As global supply and demand for commodities fluctuates, the EMEA economies can be significantly impacted by the prices of such commodities.

Custody and Settlement Because of the underdeveloped state of Russia’s financial and legal systems, the settlement, clearing, and registration of securities transactions are subject to heightened risks. Equity securities in Russia are issued only in book entry form, and ownership records are maintained in a decentralized fashion by registrars who are under contract with the issuers. Although a fund’s Russian sub-custodian maintains copies of the registrar’s records on its premises, such records may not be legally sufficient to establish ownership of securities. The registrars are not necessarily subject to effective state supervision nor are they licensed with any governmental entity. Although a fund investing in Russian securities seeks to ensure through its custodian that its interest continues to be appropriately recorded, it is possible that a fraudulent act may deprive the fund of its ownership rights or improperly dilute its interest. In addition, it is possible that a registrar could be suspended or its license revoked, which would impact a fund’s holdings at that registrar until the suspension is lifted or the companies’ records are transferred to an alternative registrar. Finally, although applicable Russian regulations impose liability on registrars for losses resulting from their errors, it may be difficult for a fund to enforce any rights it may have against the registrar or issuer of the securities in the event of loss of share registration.

· Latin America

The majority of Latin American countries have been characterized at various times by high interest rates and unemployment rates, inflation, an over-reliance on commodity trades, and government intervention.

Inflation Most Latin American countries have experienced, at one time or another, severe and persistent levels of inflation, including, in some cases, hyperinflation. This has, in turn, led to high interest rates, extreme measures by governments to keep inflation in check, and a generally debilitating effect on economic growth. Although inflation in many countries has lessened, there is no guarantee it will remain at lower levels.

Political Instability and Government Control Certain Latin American countries have been marred by political uncertainty, intervention by the military in civilian and economic spheres, and political corruption. Such developments, if they were to recur, could reverse favorable trends toward market and economic reform, privatization, and removal of trade barriers, and result in significant disruption in securities markets. Many Latin American governments have exercised significant influence over their country’s economies, which can have significant effects on companies doing business in Latin America and the securities they issue. These governments have often changed monetary, taxation, credit, tariff, and other policies to alter the direction of their economies. Actions to control inflation have involved the setting of wage and price controls, blocking access to bank accounts, imposing exchange controls, and limiting imports. Investments in Brazilian securities may be subject to certain restrictions on foreign investment. Brazilian law provides that whenever a serious imbalance in Brazil’s balance of payments exists or is anticipated, the Brazilian government may impose temporary restrictions on the remittance to foreign investors, such as the funds, of proceeds from the sale of Brazilian securities.

Foreign Currency Certain Latin American countries may experience sudden and large adjustments in their currency which, in turn, can have a disruptive and negative effect on foreign investors. Certain Latin American countries may impose restrictions on the free conversion of their currency into other currencies, including the U.S. dollar. There is no significant foreign exchange market for many Latin American currencies and it would,

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as a result, be difficult for the funds to engage in foreign currency transactions designed to protect the value of the funds’ interests in securities denominated in such currencies.

Sovereign Debt A number of Latin American countries have been among the largest debtors of emerging market countries. There have been moratoria on, and reschedulings of, repayment with respect to these debts. Such events can restrict the flexibility of these debtor nations in the international markets and result in the imposition of onerous conditions on their economies.

Foreign Trade Because commodities, such as agricultural products, minerals, oil, and metals, represent a significant percentage of exports of many Latin American countries, the economies of those countries are particularly sensitive to fluctuations in commodity prices, currencies and global demand for commodities.

· Japan

A strong work ethic, mastery of high technology, and emphasis on education helped Japan advance with extraordinary speed from the 1960s through the 1980s to become one of the largest economic powers along with the U.S. and the EU. However, growth slowed markedly in the 1990s and Japan’s economy fell into a long recession. After a few years of mild recovery in the mid-2000s, the Japanese economy fell into another recession in part due to the recent global economic crisis. This economic recession was likely compounded by an unstable financial sector, low domestic consumption, and certain corporate structural weaknesses, which remain some of the major issues facing the Japanese economy.

Banking System A pressing need to sustain Japan’s economic recovery and improve its economic growth is the task of overhauling the nation’s financial institutions. Banks, in particular, may have to reform themselves to become more competitive. While successful financial sector reform would contribute to Japan’s economic recovery at home and would benefit other economies in Asia, internal conflict over the proper way to reform the banking system continues to exist.

Natural Disasters Japan has experienced natural disasters, such as earthquakes and tidal waves, of varying degrees of severity. The risks of such phenomena, and the resulting damage, continue to exist and could have a severe and negative impact on a fund’s holdings in Japanese securities. Japan also has one of the world’s highest population densities. A significant percentage of the total population of Japan is concentrated in the metropolitan areas of Tokyo, Osaka, and Nagoya. Therefore, a natural disaster centered in or very near to one of these cities could have a particularly devastating effect on Japan’s financial markets. Japan’s recovery from the recession has been affected by economic distress resulting from the earthquake and resulting tsunami that struck northeastern Japan in March 2011 causing major damage along the coast, including damage to nuclear power plants in the region. Since the earthquake, Japan’s financial markets have fluctuated dramatically.

Energy Importation Japan has historically depended on oil for most of its energy requirements. Almost all of its oil is imported, the majority from the Middle East. In the past, oil prices have had a major impact on the domestic economy, but more recently Japan has worked to reduce its dependence on oil by encouraging energy conservation and use of alternative fuels. In addition, a restructuring of industry, with emphasis shifting from basic industries to processing and assembly type industries, has contributed to the reduction of oil consumption. However, there is no guarantee that this favorable trend will continue.

Foreign Trade Overseas trade is important to Japan’s economy and Japan’s economic growth is significantly driven by its exports. Japan has few natural resources and must export to pay for its imports of these basic requirements. A significant portion of Japan’s trade is conducted with emerging market countries, almost all of which are located in East and Southeast Asia, and it can be affected by conditions in these other countries and currency fluctuations. Because of the concentration of Japanese exports in highly visible products such as automobiles and technology, and the large trade surpluses ensuing therefrom, Japan has had difficult relations with its trading partners, particularly the United States. Japan’s aging and shrinking population increases the cost of the country’s pension and public welfare system and lowers domestic demand, making Japan even more dependent on exports to sustain its economy. It is possible that trade sanctions or other protectionist measures could impact Japan adversely in both the short term and long term.

· Asia (excluding Japan)

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Asia includes countries in all stages of economic development, some of which have been characterized at times by over-extension of credit, currency fluctuations, devaluations, and restrictions, unstable employment rates, over-reliance on exports, and less efficient markets. Currency fluctuations or devaluations in any one country can have a significant effect on the entire region. Furthermore, increased political and social unrest in some Asian countries could cause further economic and market uncertainty in the entire region.

Political and Social Instability The political history of some Asian countries has been characterized by political uncertainty, intervention by the military in civilian and economic spheres, and political corruption. Such developments, if they continue to occur, could reverse favorable trends toward market and economic reform, privatization, and removal of trade barriers, and could result in significant disruption to securities markets. For example, there is a demilitarized border and hostile relations between North and South Korea, and the Taiwanese economy has been affected by security threats from China. China remains a totalitarian country with continuing risk of nationalization, expropriation, or confiscation of property and its legal system is still developing, making it more difficult to obtain or enforce judgments. At times, religious, cultural and military disputes within and outside India have caused volatility in the Indian securities markets and such disputes could adversely affect the value and liquidity of a fund’s investments in Indian securities in the future.

Foreign Currency Certain Asian countries may have managed currencies which are maintained at artificial levels to the U.S. dollar rather than at levels determined by the market. This type of system can lead to sudden and large adjustments in the currency which, in turn, can have a disruptive and negative effect on foreign investors. Certain Asian countries also may restrict the free conversion of their currency into foreign currencies, including the U.S. dollar. There is no significant foreign exchange market for certain currencies, and it would, as a result, be difficult for the funds to engage in foreign currency transactions designed to protect the value of the funds’ interests in securities denominated in such currencies.

Interrelated Economies and International Trade A number of Asian companies are highly dependent on foreign loans for their operation, some of which may impose strict repayment term schedules and require significant economic and financial restructuring. The economies of many countries in the region are heavily dependent on international trade and are accordingly affected by protective trade barriers and the economic conditions of their trading partners. China has had an increasingly significant and positive impact on the global economy, but its continued success depends on its ability to retain the legal and financial policies that have fostered economic freedom and market expansion. The Hong Kong, Taiwanese, and Chinese economies can be dependent on the economies of other countries and can be significantly affected by currency fluctuations and increasing competition from Asia’s other low-cost emerging economies. These China region economies can also be significantly affected by general social, economic, and political conditions in China and other countries. The willingness and ability of the Chinese government to support the Hong Kong and Chinese economies and markets is uncertain. China has yet to develop comprehensive securities, corporate, or commercial laws, and its market is relatively new and undeveloped. Also, foreign investments may be restricted. Changes in government policy could significantly affect the local markets.

China A-Shares The China Securities Regulatory Commission (“CSRC”) has the authority to grant qualified foreign institutional investor (“QFII”) licenses, which allow foreign investments in A-shares on the Shanghai and Shenzhen Stock Exchanges and certain other securities historically not eligible for investment by non-Chinese investors. Each QFII is authorized to invest in China A-shares only up to a specified quota established by the Chinese State Administration of Foreign Exchange (“SAFE”). T. Rowe Price has received a QFII license permitting it to invest a portion of the assets of the Emerging Markets Stock, Institutional Emerging Markets Equity, International Discovery, and New Asia Funds in local Chinese securities. Although the laws of China permit the use of nominee accounts for clients of investment managers who are QFIIs, the Chinese regulators require the securities trading and settlement accounts to be maintained in the name of the QFII. Chinese regulators have been made aware that T. Rowe Price is acting as investment manager only and that any assets invested in A-shares belong to the funds. The funds’ custodian bank will maintain a specific sub-account for the A-share investments in the name of each fund. However, there is a risk that creditors of T. Rowe Price may assert that T. Rowe Price, and not the individual fund, is the legal owner of the securities and other assets in the accounts. If a court upholds such an assertion, creditors of T. Rowe Price could seek payment from the funds’ A-share investments.

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Additional risks include a potential lack of liquidity, greater price volatility, and restrictions on the repatriation of invested capital. Because of low trading volume and various restrictions on the free flow of capital into the A-share market, the A-share market could be less liquid and trading prices of A-shares could be more volatile than other local securities markets. In addition, net realized profits on fund investments in A-shares may only be repatriated under certain conditions and upon the approval of SAFE.

Risk Factors of Investing in Taxable Debt Obligations

General

Yields on short-, intermediate-, and long-term securities are dependent on a variety of factors, including the general conditions of the money, bond, and foreign exchange markets; the size of a particular offering; the maturity of the obligation; and the rating of the issue. Debt securities with longer maturities tend to carry higher yields and are generally subject to greater capital appreciation and depreciation than obligations with shorter maturities and lower yields. The market prices of debt securities usually vary, depending upon available yields. An increase in interest rates will generally reduce the value of portfolio investments, and a decline in interest rates will generally increase the value of portfolio investments. The ability of funds investing in debt securities to achieve their investment objectives is also dependent on the continuing ability of the issuers of the debt securities in which the funds invest to meet their obligations for the payment of interest and principal when due.

After purchase by the funds, a debt security may cease to be rated or its rating may be reduced below the minimum required for purchase by the funds. Neither event will require a sale of such security by the funds. However, such events will be considered in determining whether the funds should continue to hold the security. To the extent that the ratings given by Moody’s, S&P, or others may change as a result of changes in such organizations or their rating systems, the funds will attempt to use comparable ratings as standards for investments in accordance with the investment policies contained in the prospectus. The ratings of Moody’s, S&P, and others represent their opinions as to the quality of securities that they undertake to rate. Ratings are not absolute standards of quality. When purchasing unrated securities, T. Rowe Price, under the supervision of the funds’ Boards, determines whether the unrated security is of a quality comparable to that which the funds are allowed to purchase.

Full Faith and Credit Securities

Securities backed by the full faith and credit of the United States (for example, GNMA and U.S. Treasury securities) are generally considered to be among the most, if not the most, creditworthy investments available. While the U.S. government has honored its credit obligations continuously for the last 200 years, political events have, at times, called into question whether the United States would default on its obligations. Such an event would be unprecedented and there is no way to predict its results on the securities markets or the funds. However, it is very likely that default by the United States would result in losses to the funds.

Mortgage Securities

Mortgage-backed securities, including Government National Mortgage Association (“Ginnie Mae” or “GNMA”) securities differ from conventional bonds in that principal is paid back over the life of the security rather than at maturity. As a result, the holder of a mortgage-backed security (i.e., a fund) receives monthly scheduled payments of principal and interest, and may receive unscheduled principal payments representing prepayments on the underlying mortgages. Therefore, GNMA securities may not be an effective means of “locking in” long-term interest rates due to the need for the funds to reinvest scheduled and unscheduled principal payments. The incidence of unscheduled principal prepayments is also likely to increase in mortgage pools owned by the funds when prevailing mortgage loan rates fall below the mortgage rates of the securities underlying the individual pool. The effect of such prepayments in a falling rate environment is to (1) cause the funds to reinvest principal payments at the then lower prevailing interest rate, and (2) reduce the potential for capital appreciation beyond the face amount of the security and adversely affect the return to the funds. Conversely, in a rising interest rate environment such prepayments can be reinvested at higher prevailing interest rates which will reduce the potential effect of capital depreciation to which bonds are subject when interest rates rise. When interest rates rise and prepayments decline, GNMA securities become subject to

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extension risk or the risk that the price of the securities will fluctuate more. In addition, prepayments of mortgage securities purchased at a premium (or discount) will cause such securities to be paid off at par, resulting in a loss (gain) to the funds. T. Rowe Price will actively manage the funds’ portfolios in an attempt to reduce the risk associated with investment in mortgage-backed securities.

The market value of adjustable rate mortgage securities (“ARMs”), like other U.S. government securities, will generally vary inversely with changes in market interest rates, declining when interest rates rise and rising when interest rates decline. Because of their periodic adjustment feature, ARMs should be more sensitive to short-term interest rates than long-term rates. They should also display less volatility than long-term mortgage-backed securities. Thus, while having less risk of a decline during periods of rapidly rising rates, ARMs may also have less potential for capital appreciation than other investments of comparable maturities. Interest rate caps on mortgages underlying ARMs may prevent income on the ARMs from increasing to prevailing interest rate levels and cause the securities to decline in value. In addition, to the extent ARMs are purchased at a premium, mortgage foreclosures and unscheduled principal prepayments may result in some loss of the holders’ principal investment to the extent of the premium paid. On the other hand, if ARMs are purchased at a discount, both a scheduled payment of principal and an unscheduled prepayment of principal will increase current and total returns and will accelerate the recognition of income that, when distributed to shareholders, will be taxable as ordinary income.

High-Yield Securities

Special Risks of Investing in Junk Bonds The following special considerations are additional risk factors of funds investing in lower-rated securities.

· Lower-Rated Debt Securities An economic downturn or increase in interest rates is likely to have a greater negative effect on this market, the value of lower-rated debt securities in the funds’ portfolios, the funds’ net asset value and the ability of the bonds’ issuers to repay principal and interest, meet projected business goals, and obtain additional financing than on higher-rated securities. These circumstances also may result in a higher incidence of defaults than with respect to higher-rated securities. Investment in funds which invest in lower-rated debt securities is more risky than investment in shares of funds which invest only in higher-rated debt securities.

· Sensitivity to Interest Rate and Economic Changes Prices of lower-rated debt securities may be more sensitive to adverse economic changes or corporate developments than higher-rated investments. Debt securities with longer maturities, which may have higher yields, may increase or decrease in value more than debt securities with shorter maturities. Market prices of lower-rated debt securities structured as zero-coupon or pay-in-kind securities are affected to a greater extent by interest rate changes and may be more volatile than securities which pay interest periodically and in cash. Where it deems it appropriate and in the best interests of fund shareholders, the funds may incur additional expenses to seek recovery on a debt security on which the issuer has defaulted and to pursue litigation to protect the interests of security holders of its portfolio companies.

· Liquidity and Valuation Because the market for lower-rated securities may be thinner and less active than for higher-rated securities, there may be market price volatility for these securities and limited liquidity in the resale market. Nonrated securities are usually not as attractive to as many buyers as rated securities are, a factor which may make nonrated securities less marketable. These factors may have the effect of limiting the availability of the securities for purchase by the funds and may also limit the ability of the funds to sell such securities at their fair value either to meet redemption requests or in response to changes in the economy or the financial markets.

Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the values and liquidity of lower-rated debt securities, especially in a thinly traded market. To the extent the funds own or may acquire illiquid or restricted lower-rated securities, these securities may involve special registration responsibilities, liabilities, costs, and liquidity and valuation difficulties. Changes in values of debt securities which the funds own will affect its net asset value per share. If market quotations are not readily available for the funds’ lower-rated or nonrated securities, these securities will be valued by a method that the funds’ Boards believe accurately reflects fair value. Judgment plays a greater role in valuing lower-rated debt

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securities than with respect to securities for which more external sources of quotations and last sale information are available.

· Taxation Special tax considerations are associated with investing in lower-rated debt securities structured as zero-coupon or pay-in-kind securities. The funds accrue income on these securities prior to the receipt of cash payments. The funds must distribute substantially all of its income to its shareholders to qualify for pass-through treatment under the tax laws and may, therefore, have to dispose of portfolio securities to satisfy distribution requirements.

Risk Factors of Investing in Municipal Securities

General

Yields on municipal securities are dependent on a variety of factors, including the general conditions of the money market and the municipal bond market, the size of a particular offering, the maturity of the obligations, and the rating of the issue. Municipal securities with longer maturities tend to produce higher yields and are generally subject to potentially greater capital appreciation and depreciation than obligations with shorter maturities and lower yields. The market prices of municipal securities usually vary, depending upon available yields. An increase in interest rates will generally reduce the value of portfolio investments, and a decline in interest rates will generally increase the value of portfolio investments. The ability of all the funds to achieve their investment objectives is also dependent on the continuing ability of the issuers of municipal securities in which the funds invest to meet their obligations for the payment of interest and principal when due. The ratings of Moody’s, S&P, and Fitch IBCA, Inc. (“Fitch”) represent their opinions as to the quality of municipal securities which they undertake to rate. Ratings are not absolute standards of quality; consequently, municipal securities with the same maturity, coupon, and rating may have different yields. There are variations in municipal securities, both within a particular classification and between classifications, depending on numerous factors. In 2010, Moody’s and Fitch recalibrated their ratings of municipal securities so they could use a single ratings scale for both municipal and corporate debt securities. This resulted in upgrades to ratings of certain municipal issuers based on the change in methodology and not on improvements in credit quality. It should also be pointed out that, unlike other types of investments, offerings of municipal securities have traditionally not been subject to regulation by, or registration with, the SEC, although there have been proposals which would provide for regulation in the future.

The federal bankruptcy statutes relating to the debts of political subdivisions and authorities of states of the United States provide that, in certain circumstances, such subdivisions or authorities may be authorized to initiate bankruptcy proceedings without prior notice to or consent of creditors, which proceedings could result in material and adverse changes in the rights of holders of their obligations.

Proposals have been introduced in Congress to restrict or eliminate the federal income tax exemption for interest on municipal securities, and similar proposals may be introduced in the future. Proposed “Flat Tax” and “Value Added Tax” proposals would also have the effect of eliminating the tax preference for municipal securities. Some of the past proposals would have applied to interest on municipal securities issued before the date of enactment, which would have adversely affected their value to a material degree. If such a proposal were enacted, the availability of municipal securities for investment by the funds and the value of a fund’s portfolio would be affected and, in such an event, the funds would reevaluate their investment objectives and policies. Also, recent changes to tax laws broadly lowering tax rates, including lower tax rates on dividends and capital gains, could have a negative impact on the desirability of owning municipal securities.

Although the banks and securities dealers with which the funds will transact business will be banks and securities dealers that T. Rowe Price believes to be financially sound, there can be no assurance that they will be able to honor their obligations to the funds with respect to such transactions.

Municipal Bond Insurance The funds may purchase insured bonds from time to time. Municipal bond insurance provides an unconditional and irrevocable guarantee that the insured bond’s principal and interest will be paid when due. Insurance does not guarantee the price of the bond. The guarantee is purchased from a private, nongovernmental insurance company.

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There are two types of insured securities that may be purchased by the funds: bonds carrying either (1) new issue insurance; or (2) secondary insurance. New issue insurance is purchased by the issuer of a bond in an effort to improve the bond’s credit rating. By meeting the insurer’s standards and paying an insurance premium based on the bond’s principal value, the issuer may be able to obtain a higher credit rating for the bond. The credit rating assigned to an insured municipal bond will usually reflect the financial strength of the issuer or insurer, whichever is higher. Once purchased, municipal bond insurance cannot be canceled, and the protection it affords continues as long as the bonds are outstanding and the insurer remains solvent.

The funds may also purchase bonds that carry secondary insurance purchased by an investor after a bond’s original issuance. Such policies insure a security for the remainder of its term. Generally, the funds expect that portfolio bonds carrying secondary insurance will have been insured by a prior investor. However, the funds may, on occasion, purchase secondary insurance on their own behalf.

Each of the municipal bond insurance companies has established reserves to cover estimated losses. Both the method of establishing these reserves and the amount of the reserves vary from company to company. The risk that a municipal bond insurance company may experience a claim extends over the life of each insured bond. Municipal bond insurance companies are obligated to pay a bond’s interest and principal when due if the issuing entity defaults on the insured bond. Defaults on insured municipal bonds have been fairly low to date, but certain of these insurers’ ratings have been downgraded and they are no longer insuring newly issued bonds. It is possible that there could be additional insurer downgrades and that default rates on insured bonds could increase substantially, which could further deplete an insurer’s loss reserves and adversely affect the ability of a municipal bond insurer to pay claims to holders of insured bonds, such as the funds. The inability of an insurer to pay a particular claim, or a downgrade of the insurer’s rating, could adversely affect the values of all the bonds it insures despite the quality of the underlying issuer. The number of municipal bond insurers is relatively small and, therefore, a significant amount of a municipal bond fund’s assets may be insured by a single issuer.

High-Yield Securities Lower-quality bonds, commonly referred to as “junk bonds,” are regarded as predominantly speculative with respect to the issuer’s continuing ability to meet principal and interest payments. Because investment in low- and lower-medium-quality bonds involves greater investment risk, to the extent the funds invest in such bonds, achievement of their investment objectives will be more dependent on T. Rowe Price’s credit analysis than would be the case if the funds were investing in higher-quality bonds. High-yield bonds may be more susceptible to real or perceived adverse economic conditions than investment-grade bonds. A projection of an economic downturn or higher interest rates, for example, could cause a decline in high-yield bond prices because the advent of such events could lessen the ability of highly leveraged issuers to make principal and interest payments on their debt securities. In addition, the secondary trading market for high-yield bonds may be less liquid than the market for higher-grade bonds, which can adversely affect the ability of the funds to dispose of their portfolio securities. Bonds for which there is only a “thin” market can be more difficult to value because objective pricing data may be less available and judgment would therefore play a greater role in the valuation process.

Risk Factors of Investing in Taxable and Tax-Free Money Market Funds

The T. Rowe Price money market funds will limit their purchases of portfolio instruments to those U.S. dollar-denominated securities which the funds’ Boards determine present minimal credit risk and which are eligible securities as defined in Rule 2a-7 under the 1940 Act. Eligible securities are generally securities which have been rated (or whose issuer has been rated or whose issuer has comparable securities rated) in one of the two highest short-term rating categories (which may include sub-categories) by nationally recognized statistical rating organizations (“NRSROs”) or, in the case of any instrument that is not so rated, is of comparable high quality as determined by T. Rowe Price pursuant to written guidelines established under the supervision of the funds’ Boards. In addition, the funds may treat certain variable and floating rate instruments with demand features as short-term securities pursuant to Rule 2a-7 under the 1940 Act.

There can be no assurance that the funds will achieve their investment objectives or be able to maintain their net asset values per share at $1.00. The price of the funds is not guaranteed or insured by the U.S. government and their yields are not fixed. While the funds invest in high-grade money market instruments, investment in

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the funds is not without risk even if all portfolio instruments are paid in full at maturity. An increase in interest rates could reduce the value of the funds’ portfolio investments, and a decline in interest rates could increase the value. In addition, the SEC has proposed amendments to money market fund rules which, if adopted, could impact money market fund pricing and/or operations.

State Tax-Free Funds

The following information about the state tax-free funds is updated in June of each year. More current information is available in shareholder reports for these funds.

California Tax-Free Bond and California Tax-Free Money Funds

Risk Factors Associated with a California Portfolio

The funds’ concentration in the debt obligations of a single state carries a higher risk than a portfolio that is more geographically diversified.

Types of Municipal Debt The funds invest in municipal bonds and other municipal debt instruments issued by the state of California and its various political subdivisions and agencies. The issuers of these debt obligations include the state of California and its agencies and authorities, counties and municipalities and their agencies and authorities, various California public institutions of higher education, and certain California not-for-profit organizations (e.g., hospitals, private colleges, and nursing homes). The credit quality and risks of these investments will vary according to each security’s structure and underlying economics.

Debt is issued for a wide variety of public purposes, including transportation, housing, education, electric power, and healthcare. The state of California, and its local governments, agencies and authorities, issue two basic types of debt: general obligation bonds and revenue bonds. General obligation bonds are backed by the unlimited taxing power of the issuer. However, bonds issued by certain counties, municipalities, and agencies of the state and local government are not backed by the full faith and credit of the state. Revenue bonds are typically secured by specific pledged fees or charges for a related project, such as fees generated from the use of facilities or enterprises financed by the bonds. As part of its cash management program, the state regularly issues short-term notes to meet its disbursement requirements in advance of the receipt of revenues. Included within the revenue bond sector are tax-exempt lease obligations that are subject to annual appropriations of a governmental body, usually with no implied tax or specific revenue pledge. Local governments also raise capital through the use of Mello-Roos, 1915 Act Bonds, and Tax Increment Bonds, all of which are generally riskier than general obligation debt as they often rely on tax revenues to be generated by future development for their support.

The funds may also invest in private activity bond issues for corporate and nonprofit borrowers. Sold through various governmental conduits, these issues are backed solely by the revenues pledged by the respective borrowing corporations. No governmental support is provided or implied.

Political and Legislative Conditions Certain provisions of the California state constitution and state statutes limit the taxing and spending authority of California governmental entities, thus affecting their ability to meet debt service obligations. For example, the constitution limits ad valorem taxes on real property to 1% of “full cash value” and restricts the ability of taxing entities to increase real property taxes. It also prohibits the state from spending revenues beyond its annually adjusted “appropriations limit.” Yet another provision further restricts the ability of local governments to levy and collect existing and future taxes, assessments, and fees. In addition to limiting the financial flexibility of local governments in the state, the provision also increases the possibility of voter-determined tax rollbacks and repeals.

One effect of the tax and spending limitations in California has been a broad scale shift by local governments away from general obligation debt requiring voter approval and pledging of future tax revenues toward lease revenue financing that is subject to abatement and does not require voter approval. Lease-backed debt is generally viewed as a less secure form of borrowing and therefore entails greater credit risk.

Future initiatives, if proposed and adopted, or future court decisions could create renewed pressure on California governments and their ability to raise revenues. Although Orange County notably filed for

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protection under the U.S. Bankruptcy Code in 1994, overall the state and its underlying governments have displayed flexibility in overcoming the negative effects of past initiatives.

Economic and Financial Conditions To a large degree, the credit risk of the portfolios is dependent upon the financial strength of the state of California, its localities and agencies. Financial strength is, in turn, influenced by changing economic conditions which affect the level of taxes collected and revenues earned. While California’s economy has been diverse and resilient, and is typically the largest among the 50 states, the state of California is also normally among the most highly indebted states in the nation. The state has historically experienced more extreme swings in employment levels and property values relative to the rest of the country. In addition, California is more prone to earthquakes and other natural disasters, which can result in sudden economic downturns and the unexpected inability of issuers to meet their obligations, as well as a long-lasting negative impact on the overall California municipal securities market. More detailed information regarding economic conditions and the financial strength of California is available in the funds’ annual and semi-annual shareholder reports.

Sectors Investment concentration in a particular sector can present unique risks. For example, a significant portion of the funds’ assets may be invested in issues related to health care providers. The hospital industry has been under significant pressure to reduce expenses and shorten length of hospital stays, a phenomenon that has negatively affected the financial health of some hospitals. All hospitals are dependent on third-party reimbursement mechanisms that are typically complex, subject to numerous conditions, and uncertain as to how long they will continue.

The funds may from time to time invest in electric revenue issues. The financial performance of these utilities was impacted by the industry’s moves toward deregulation and increased competition. California’s original electric utility restructuring plan proved to be flawed as it placed over-reliance on the spot market for power purchases during a period of substantial supply and demand imbalance. Now that deregulation has been suspended, municipal utilities face a more traditional set of challenges. In particular, some electric revenue issuers have exposure to or participate in nuclear power plants, which could affect the issuer’s financial performance. Other risks include unexpected outages, plant shutdowns, and more stringent environmental regulations.

Georgia Tax-Free Bond Fund

Risk Factors Associated with a Georgia Portfolio

The fund’s concentration in the debt obligations of a single state carries a higher risk than a portfolio that is more geographically diversified.

Types of Municipal Debt The fund invests in municipal bonds and other municipal debt instruments issued by the state of Georgia and its various political subdivisions and agencies. The issuers of these debt obligations include the state of Georgia and its agencies and authorities, counties and municipalities and their agencies and authorities, various Georgia public institutions of higher education, and certain Georgia not-for-profit organizations (e.g., hospitals, private colleges, and nursing homes). The credit quality and risks of these investments will vary according to each security’s structure and underlying economics.

The state of Georgia, and its local governments, agencies and authorities, issue two basic types of debt: general obligation bonds and revenue bonds. General obligation bonds are backed by the unlimited taxing power of the issuer. However, bonds issued by certain counties, municipalities, and agencies of the state and local government are not backed by the full faith and credit of the state and may or may not be subject to annual appropriations from the state’s general fund. Revenue bonds are typically secured by specific pledged fees or charges for a related project, such as fees generated from the use of facilities or enterprises financed by the bonds. Included within the revenue bond sector are tax-exempt lease obligations that are subject to annual appropriations of a governmental body, usually with no implied tax or specific revenue pledge.

The Georgia Constitution imposes certain debt limits and controls. The state’s general obligation debt service cannot exceed 10% of total revenue receipts less refunds of the state treasury and state-issued general obligation bonds have a 25-year maturity limit. The state also established “debt affordability” limits which

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provide that outstanding debt will not exceed 2.7% of personal income or that maximum annual debt service will not exceed 5% of the prior year’s revenues.

The fund may also invest in private activity bond issues for corporate and nonprofit borrowers. Sold through various governmental conduits, these issues are backed solely by the revenues pledged by the respective borrowing corporations. No governmental support is provided or implied.

Economic and Financial Conditions To a large degree, the credit risk of the portfolio is dependent upon the financial strength of the state of Georgia, its localities and agencies. Financial strength is, in turn, influenced by changing economic conditions which affect the level of taxes collected and revenues earned. While local governments in Georgia are primarily reliant on independent revenue sources, such as property taxes, they are not immune to budget shortfalls caused by cutbacks in state aid. More detailed information regarding economic conditions and the financial strength of Georgia is available in the fund’s annual and semi-annual shareholder reports.

Sectors Investment concentration in a particular sector can present unique risks. For example, a significant portion of the fund’s assets may be invested in issues related to health care providers. The hospital industry has been under significant pressure to reduce expenses and shorten length of hospital stays, a phenomenon that has negatively affected the financial health of some hospitals. All hospitals are dependent on third-party reimbursement mechanisms that are typically complex, subject to numerous conditions, and uncertain as to how long they will continue.

The fund may from time to time invest in electric revenue issues that have exposure to or participate in nuclear power plants, which could affect the issuer’s financial performance. Such risks include delay in construction and operation due to increased regulation, unexpected outages or plant shutdowns, increased Nuclear Regulatory Commission surveillance, or inadequate rate relief. In addition, the financial performance of electric utilities may be impacted by increased competition and deregulation of the industry.

The fund may invest in issues related to life care, which includes nursing homes, assisted living facilities, and continuing care retirement communities. These bonds are typically issued with longer-term maturities, although they are usually callable by the issuer on prescribed dates before maturity. Many life care municipal bonds are considered below investment-grade or are not rated by a credit rating agency. Reasons for the higher credit risk include uncertainty over future regulations and Medicaid funding, increased competition, and a lack of affordability.

Maryland Short-Term Tax-Free Bond, Maryland Tax-Free Bond, and Maryland Tax-Free Money Funds

Risk Factors Associated with a Maryland Portfolio

The funds’ concentration in the debt obligations of a single state carries a higher risk than a portfolio that is more geographically diversified.

Types of Municipal Debt The funds invest in municipal bonds and other municipal debt instruments issued by the state of Maryland and its various political subdivisions and agencies. The issuers of these debt obligations include the state of Maryland and its agencies and authorities, counties and municipalities and their agencies and authorities, various Maryland public institutions of higher education, and certain Maryland not-for-profit organizations (e.g., hospitals, private colleges, and nursing homes). The credit quality and risks of these investments will vary according to each security’s structure and underlying economics.

The state of Maryland, and its local governments, agencies and authorities, issue two basic types of debt: general obligation bonds and revenue bonds. General obligation bonds are backed by the unlimited taxing power of the issuer. However, many counties, municipalities, and agencies of the state and local government are authorized to borrow money under laws expressly providing that the loan obligations are not debts or pledges of the full faith and credit of the state. The state constitution imposes a 15-year maturity limit on state-issued general obligation bonds. Revenue bonds are typically secured by specific pledged fees or charges for a related project, such as fees generated from the use of facilities or enterprises financed by the bonds. Included within the revenue bond sector are tax-exempt lease obligations that are subject to annual appropriations of a governmental body, usually with no implied tax or specific revenue pledge.

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The fund may also purchase municipal bonds and other municipal debt instruments that are issued by the District of Columbia, or one of its agencies or authorities, but provide for dual income tax exemption in the District of Columbia and Maryland. Such investments are normally revenue bonds that derive their revenues from projects or facilities with economic and geographic ties to both the District of Columbia and Maryland.

The funds may also invest in private activity bond issues for corporate and nonprofit borrowers. Sold through various governmental conduits, these issues are backed solely by the revenues pledged by the respective borrowing corporations. No governmental support is provided or implied.

Economic and Financial Conditions To a large degree, the credit risk of the portfolios is dependent upon the financial strength of the state of Maryland, its localities and agencies. Financial strength is, in turn, influenced by changing economic conditions which affect the level of taxes collected and revenues earned. More detailed information regarding economic conditions and the financial strength of Maryland is available in the funds’ annual and semi-annual shareholder reports.

Sectors Investment concentration in a particular sector can present unique risks. For example, a significant portion of the funds’ assets may be invested in issues related to health care providers. The hospital industry has been under significant pressure to reduce expenses and shorten length of hospital stays, a phenomenon that has negatively affected the financial health of some hospitals. All hospitals are dependent on third-party reimbursement mechanisms that are typically complex, subject to numerous conditions, and of uncertain duration.

The funds may from time to time invest in electric revenue issues that have exposure to or participate in nuclear power plants, which could affect the issuer’s financial performance. Such risks include delay in construction and operation due to increased regulation, unexpected outages or plant shutdowns, increased Nuclear Regulatory Commission surveillance, or inadequate rate relief. In addition, the financial performance of electric utilities may be impacted by increased competition and deregulation of the industry.

The funds may invest in issues related to life care, which includes nursing homes, assisted living facilities, and continuing care retirement communities. These bonds are typically issued with longer-term maturities, although they are usually callable by the issuer on prescribed dates before maturity. Many life care municipal bonds are considered below investment-grade or are not rated by a credit rating agency. Reasons for the higher credit risk include uncertainty over future regulations and Medicaid funding, increased competition, and a lack of affordability.

New Jersey Tax-Free Bond Fund

Risk Factors Associated with a New Jersey Portfolio

The fund’s concentration in the debt obligations of a single state carries a higher risk than a portfolio that is more geographically diversified.

Types of Municipal Debt The fund invests in municipal bonds and other municipal debt instruments issued by the state of New Jersey and its various political subdivisions and agencies. The issuers of these debt obligations include the state of New Jersey and its agencies and authorities, counties and municipalities and their agencies and authorities, various New Jersey public institutions of higher education, and certain New Jersey not-for-profit organizations (e.g., hospitals, private colleges, and nursing homes). The credit quality and risks of these investments will vary according to each security’s structure and underlying economics.

The state of New Jersey, and its local governments, agencies and authorities, issue two basic types of debt: general obligation bonds and revenue bonds. General obligation bonds are backed by the unlimited taxing power of the issuer. However, many counties, municipalities, and agencies of the state and local government are authorized to borrow money under laws expressly providing that the loan obligations are not debts or pledges of the full faith and credit of the state. Revenue bonds are typically secured by specific pledged fees or charges for a related project, such as fees generated from the use of facilities or enterprises financed by the bonds. Included within the revenue bond sector are tax-exempt lease obligations that are subject to annual appropriations of a governmental body, usually with no implied tax or specific revenue pledge.

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The majority of the state’s debt is “appropriation-backed.” This means that the debt service payments on these obligations must be funded annually by the state legislature, but the legislature has no legal obligation to continue to make such appropriations.

The fund may also invest in private activity bond issues for corporate and nonprofit borrowers. These issues are sold through various governmental conduits, such as the New Jersey Economic Development Authority and various local issuers, and are backed solely by the revenues pledged by the respective borrowing corporations. No governmental support is provided or implied. In the past, a number of New Jersey Economic Development Authority issues have defaulted as a result of borrower financial difficulties.

Economic and Financial Conditions To a large degree, the credit risk of the portfolio is dependent upon the financial strength of the state of New Jersey, its localities and agencies. Financial strength is, in turn, influenced by changing economic conditions which affect the level of taxes collected and revenues earned. The state of New Jersey is typically among the most highly indebted states in the nation. More detailed information regarding economic conditions and the financial strength of New Jersey is available in the fund’s annual and semi-annual shareholder reports.

Sectors Investment concentration in a particular sector can present unique risks. For example, a significant portion of the fund’s assets may be invested in issues related to health care providers. The hospital industry has been under significant pressure to reduce expenses and shorten length of hospital stays, a phenomenon that has negatively affected the financial health of some hospitals. All hospitals are dependent on third-party reimbursement mechanisms that are typically complex, subject to numerous conditions, and uncertain as to how long they will continue.

The fund may from time to time invest in electric revenue issues that have exposure to or participate in nuclear power plants, which could affect the issuer’s financial performance. Such risks include delay in construction and operation due to increased regulation, unexpected outages or plant shutdowns, increased Nuclear Regulatory Commission surveillance, or inadequate rate relief. In addition, the financial performance of electric utilities may be impacted by increased competition and deregulation of the industry.

The fund may invest in issues related to life care, which includes nursing homes, assisted living facilities, and continuing care retirement communities. These bonds are typically issued with longer-term maturities, although they are usually callable by the issuer on prescribed dates before maturity. Many life care municipal bonds are considered below investment-grade or are not rated by a credit rating agency. Reasons for the higher credit risk include uncertainty over future regulations and Medicaid funding, increased competition, and a lack of consumer affordability.

New York Tax-Free Bond and New York Tax-Free Money Funds

Risk Factors Associated with a New York Portfolio

The funds’ concentration in the debt obligations of a single state carries a higher risk than a portfolio that is more geographically diversified.

Types of Municipal Debt The funds invest in municipal bonds and other municipal debt instruments issued by the state of New York and its various political subdivisions and agencies. The issuers of these debt obligations include: the state of New York, New York City, and their agencies and authorities; counties, other municipalities, and their agencies and authorities; various New York public institutions of higher education; and certain New York not-for-profit organizations (e.g., hospitals, private colleges, and nursing homes). The credit quality and risks of these investments will vary according to each security’s structure and underlying economics.

The state of New York, and its local governments, agencies and authorities, issue two basic types of debt: general obligation bonds and revenue bonds. General obligation bonds are backed by the unlimited taxing power of the issuer. However, bonds issued by certain counties, municipalities, and agencies of the state and local government are not backed by the full faith and credit of the state of New York or New York City. Revenue bonds are typically secured by specific pledged fees or charges for a related project, such as fees generated from the use of facilities or enterprises financed by the bonds. Included within the revenue bond

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sector are tax-exempt lease obligations that are subject to annual appropriations of a governmental body, usually with no implied tax or specific revenue pledge.

The majority of the state’s debt is “appropriation-backed.” This means that the debt service payments on these obligations must be funded annually by the state legislature, but the legislature has no legal obligation to continue to make such appropriations.

The funds may also invest in private activity bond issues for corporate and nonprofit borrowers. Sold through various governmental conduits, these issues are backed solely by the revenues pledged by the respective borrowing corporations. No governmental support is provided or implied.

Economic and Financial Conditions To a large degree, the credit risk of the portfolios is dependent upon the financial strength of the state of New York, its localities and agencies. Financial strength is, in turn, influenced by changing economic conditions which affect the level of taxes collected and revenues earned. The state of New York is typically among the most highly indebted states in the nation and New York City is typically one of the most indebted U.S. cities. More detailed information regarding economic conditions and the financial strength of New York is available in the funds’ annual and semi-annual shareholder reports.

Sectors Investment concentration in a particular sector can present unique risks. For example, a significant portion of the funds’ assets may be invested in issues related to health care providers. The hospital industry has been under significant pressure to reduce expenses and shorten length of hospital stays, a phenomenon that has negatively affected the financial health of some hospitals. All hospitals are dependent on third-party reimbursement mechanisms that are typically complex, subject to numerous conditions, and uncertain as to how long they will continue.

The funds may from time to time invest in electric revenue issues that have exposure to or participate in nuclear power plants, which could affect the issuer’s financial performance. Such risks include delay in construction and operation due to increased regulation, unexpected outages or plant shutdowns, increased Nuclear Regulatory Commission surveillance, or inadequate rate relief. In addition, the financial performance of electric utilities may be impacted by increased competition and deregulation of the industry.

The funds may invest in issues related to life care, which includes nursing homes, assisted living facilities, and continuing care retirement communities. These bonds are typically issued with longer-term maturities, although they are usually callable by the issuer on prescribed dates before maturity. Many life care municipal bonds are considered below investment-grade or are not rated by a credit rating agency. Reasons for the higher credit risk include uncertainty over future regulations and Medicaid funding, increased competition, and a lack of consumer affordability.

Virginia Tax-Free Bond Fund

Risk Factors Associated with a Virginia Portfolio

The fund’s concentration in the debt obligations of a single state carries a higher risk than a portfolio that is more geographically diversified.

Types of Municipal Debt The fund invests in municipal bonds and other municipal debt instruments issued by the commonwealth of Virginia and its various political subdivisions and agencies. The issuers of these debt obligations include the commonwealth of Virginia and its agencies and authorities, counties and municipalities and their agencies and authorities, various Virginia public institutions of higher education, and certain Virginia not-for-profit organizations (e.g., hospitals, private colleges, and nursing homes). The credit quality and risks of these investments will vary according to each security’s structure and underlying economics.

Debt is issued for a wide variety of public purposes, including transportation, housing, education, healthcare, and industrial development. The commonwealth of Virginia, and its local governments, agencies and authorities, issue two basic types of debt: general obligation bonds and revenue bonds. General obligation bonds are backed by the unlimited taxing power of the issuer. Under Virginia law, general obligation debt is limited to 1.15 times the average of the preceding three years’ income tax and sales and use collections. However, bonds issued by many counties, municipalities, and agencies of the commonwealth and local

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government are not backed by the full faith and credit of the commonwealth but instead are subject to annual appropriations from the commonwealth’s general fund. Revenue bonds are typically secured by specific pledged fees or charges for a related project, such as fees generated from the use of facilities or enterprises financed by the bonds. Included within the revenue bond sector are tax-exempt lease obligations that are subject to annual appropriations of a governmental body, usually with no implied tax or specific revenue pledge.

The fund may also purchase municipal bonds and other municipal debt instruments that are issued by the District of Columbia, or one of its agencies or authorities, but provide for dual income tax exemption in the District of Columbia and Virginia. Such investments are normally revenue bonds that derive their revenues from projects or facilities with economic and geographic ties to both the District of Columbia and Virginia.

The fund may also invest in private activity bond issues for corporate and nonprofit borrowers. Sold through various governmental conduits, these issues are backed solely by the revenues pledged by the respective borrowing corporations. No governmental support is provided or implied.

Economic and Financial Conditions To a large degree, the credit risk of the portfolio is dependent upon the financial strength of the commonwealth of Virginia, its localities and agencies. Financial strength is, in turn, influenced by changing economic conditions which affect the level of taxes collected and revenues earned. While local governments in Virginia are primarily reliant on independent revenue sources, such as property taxes, they are not immune to budget shortfalls caused by cutbacks in state aid. More detailed information regarding economic conditions and the financial strength of Virginia is available in the fund’s annual and semi-annual shareholder reports.

Sectors Investment concentration in a particular sector can present unique risks. For example, a significant portion of the fund’s assets may be invested in issues related to health care providers. The hospital industry has been under significant pressure to reduce expenses and shorten length of hospital stays, a phenomenon that has negatively affected the financial health of some hospitals. All hospitals are dependent on third-party reimbursement mechanisms that are typically complex, subject to numerous conditions, and uncertain as to how long they will continue.

The fund may from time to time invest in electric revenue issues that have exposure to or participate in nuclear power plants, which could affect the issuer’s financial performance. Such risks include delay in construction and operation due to increased regulation, unexpected outages or plant shutdowns, increased Nuclear Regulatory Commission surveillance, or inadequate rate relief. In addition, the financial performance of electric utilities may be impacted by increased competition and deregulation of the industry.

The fund may invest in issues related to life care, which includes nursing homes, assisted living facilities, and continuing care retirement communities. These bonds are typically issued with longer-term maturities, although they are usually callable by the issuer on prescribed dates before maturity. Many life care municipal bonds are considered below investment-grade or are not rated by a credit rating agency. Reasons for the higher credit risk include uncertainty over future regulations and Medicaid funding, increased competition, and a lack of affordability.

All State Tax-Free Funds

Puerto Rico From time to time, the funds may invest in obligations of the commonwealth of Puerto Rico and its public corporations, the interest of which may be exempt from U.S. federal, state, and local income taxes. As of May 1, 2013, the general obligation debt of Puerto Rico was rated Baa3 by Moody’s, BBB- by S&P, and BBB- by Fitch. All three rating agencies have assigned a negative outlook. The credit ratings and negative outlook reflect, in part, their concerns regarding a weak economy, structural budget imbalances, underfunded pensions, and a rising debt burden.

Debt As of March 31, 2012, the outstanding debt of Puerto Rico totaled $68 billion. This includes bonds supported by the commonwealth’s general obligation pledge, appropriations or guarantee; public corporations such as highways, water and sewer, and electric power, and municipalities.

Guaranteed direct obligations of the commonwealth supported by a general obligation pledge are subject to limitations imposed by the commonwealth’s constitution. Debts of its municipalities are typically supported

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by property taxes and municipal license taxes, with support from the commonwealth, if necessary. Debts of its public corporations are generally supported by the entity’s revenues or by the commonwealth’s appropriations or taxes.

Though different measures suggest Puerto Rico’s debt burden is high relative to a U.S. state, the commonwealth issues or supports bonds on behalf of municipalities and other governmental units. In many cases, this type of debt would be issued by local government or public agencies which are independent entities in the U.S. One measure to monitor the commonwealth debt levels is by comparing the rate of growth of its debt to the rate of growth of its gross national product (“GNP”). For the five-year period ended in June 2011, total public sector debt increased by 38%, whereas nominal-GNP for the same five-year period increased by 8%.

Economy Puerto Rico’s economy is closely linked to the United States. Like the United States, the commonwealth experienced an economic recession. Government officials estimate that the economy (as measured by real GNP) contracted 3.8% in 2009, 3.4% in 2010 and 1.5% in 2011, but likely stabilized somewhat during 2012 due to U.S. and local stimulus plans. The forecast for growth is lower than that of the United States.

Manufacturing, especially pharmaceuticals, is very important to the local economy. Manufacturing accounted for approximately 49% of GDP in 2011, and 10% of non-farm payroll employment. Services are another component of the local economy, and represented 41% of GDP and 59% of employment. Tourism is an important sub-sector of services, and an important driver of Puerto Rico’s economy. While the number of tourists increased 4.1% between 2007 and 2011, visitors’ expenditures increased a higher 7.8% over this period.

For many years, U.S. companies operating in Puerto Rico were eligible to receive special tax treatment. Since 1976, Section 936 of the U.S. tax code entitled certain corporations to credit income derived from business activities in the commonwealth against their United States corporate income tax and spurred significant expansion in capital intensive manufacturing, particularly large pharmaceutical firms. The tax benefits, however, were eliminated beginning with the 2006 tax year. While the ultimate impact of the phase outs is being evaluated, indications are that major pharmaceutical, instrument, and electronic manufacturing firms have not exited the market, but employment in this sector is trending downward as some individual plants have closed while others have become more automated.

Financial Puerto Rico’s general fund revenues, on a budgetary basis, were $8.0 billion in fiscal year 2011 (yielding a deficit of $1.1 billion) and fiscal year 2012 (unaudited) looks to have been very similar. The prior governor and his administration implemented various fiscal measures, including borrowings, stimulus plans, expense re-structuring, payroll cuts, and tax reform in an effort to reduce the budget gap. A balanced budget was originally projected for fiscal year 2013 but preliminary indications are that a deficit of up to $1.9 billion will occur. A new governor for the commonwealth was elected in November 2012; he is working on reforms and strategies to manage through the fiscal year 2013 budget gap as well as a likely budget gap in fiscal year 2014.

PORTFOLIO SECURITIES

Types of Securities

Set forth below is additional information about certain of the investments described in the funds’ prospectuses.

Equity Securities

Common and preferred stocks both represent an equity or ownership interest in an issuer. Common stock typically entitles the owner to vote on the election of directors and other important matters while preferred

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stock does not ordinarily carry voting rights. In the event an issuer is liquidated or declares bankruptcy, the claims of secured and unsecured creditors and owners of bonds take precedence over the claims of those who own preferred stock, and the owners of preferred stock take precedence over the claims of those who own common stock.

Although owners of common stock are typically entitled to receive any dividends on such stock, owners of common stock participate in company profits on a pro-rata basis. Profits may be paid out in dividends or reinvested in the company to help it grow. Because increases and decreases in earnings are usually reflected in a company’s stock price, common stocks generally have the greatest appreciation and depreciation potential of all corporate securities.

Preferred stock, unlike common stock, often has a stated dividend rate payable from the corporation’s earnings. Preferred stock dividends may be cumulative or non-cumulative, participating or non-participating, or adjustable rate. Cumulative dividend provisions require all or a portion of prior unpaid dividends to be paid before dividends can be paid to the issuer’s common stock, while a passed dividend on non-cumulative preferred stock is generally gone forever. Participating preferred stock may be entitled to a dividend exceeding the declared dividend in certain cases, while non-participating preferred stock is limited to the stipulated dividend. Adjustable rate preferred stock pays a dividend that is adjustable, usually quarterly, based on changes in certain interest rates. Convertible preferred stock is exchangeable for a specified number of common stock shares and is typically more volatile than non-convertible preferred stock, which tends to behave more like a bond.

The funds may make equity investments in companies through initial public offerings and by entering into privately negotiated transactions involving equity securities that are not yet publicly traded on a stock exchange. Stocks may also be purchased on a “when-issued” basis, which is used to refer to a security that has not yet been issued but that will be issued in the future. The term may be used for new stocks and stocks that have split but have not yet started trading.

Debt Securities

· U.S. Government Obligations Bills, notes, bonds, and other debt securities issued by the U.S. Treasury and backed by the full faith and credit of the U.S. government. These are direct obligations of the U.S. government and differ mainly in the length of their maturities. U.S. Treasury Obligations may also include, among other things, the separately traded principal and interest components of securities guaranteed or issued by the U.S. Treasury if such components are traded independently under the Separate Trading of Registered Interest and Principal of Securities program (“STRIPS”), as well as Treasury inflation-protected securities (“TIPS”) whose principal value is periodically adjusted according to the rate of inflation.

· U.S. Government Agency Securities Issued or guaranteed by U.S. government-sponsored enterprises and federal agencies. These include securities issued by the Federal National Mortgage Association (“Fannie Mae” or “FNMA”), GNMA, Federal Home Loan Bank, Federal Land Banks, Farmers Home Administration, Banks for Cooperatives, Federal Intermediate Credit Banks, Federal Financing Bank, Farm Credit Banks, the Small Business Association, and the Tennessee Valley Authority. Some of these securities are supported by the full faith and credit of the U.S. Treasury; the remainder are supported only by the credit of the instrumentality, which may or may not include the right of the issuer to borrow from the U.S. Treasury. These may also include securities issued by eligible private institutions that are guaranteed by certain U.S. government agencies under authorized programs.

· Bank Obligations Certificates of deposit, banker’s acceptances, and other short-term debt obligations. Certificates of deposit are short-term obligations of commercial banks. A banker’s acceptance is a time draft drawn on a commercial bank by a borrower, usually in connection with international commercial transactions. Certificates of deposit may have fixed or variable rates. The funds may invest in U.S. banks, foreign branches of U.S. banks, U.S. branches of foreign banks, and foreign branches of foreign banks.

· Savings and Loan Obligations Negotiable certificates of deposit and other short-term debt obligations of savings and loan associations.

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· Supranational Agencies Securities of certain supranational entities, such as the International Development Bank.

· Corporate Debt Securities Outstanding corporate debt securities (e.g., bonds and debentures). Corporate notes may have fixed, variable, or floating rates.

· Short-Term Corporate Debt Securities Outstanding nonconvertible corporate debt securities (e.g., bonds and debentures) which have one year or less remaining to maturity. Corporate notes may have fixed, variable, or floating rates.

· Commercial Paper and Commercial Notes Short-term promissory notes issued by corporations primarily to finance short-term credit needs. Certain notes may have floating or variable rates and may contain options, exercisable by either the buyer or the seller, that extend or shorten the maturity of the note.

· Foreign Government Securities Issued or guaranteed by a foreign government, province, instrumentality, political subdivision, or similar unit thereof.

· Funding Agreements Obligations of indebtedness negotiated privately between the funds and an insurance company. Often such instruments will have maturities with unconditional put features, exercisable by the funds, requiring return of principal within one year or less.

There are, of course, other types of securities that are or may become available that are similar to the foregoing, and the funds may invest in these securities.

Mortgage-Related Securities

· Mortgage-Backed Securities Mortgage-backed securities are securities representing an interest in a pool of mortgages. The mortgages may be of a variety of types, including adjustable rate, conventional 30-year and 15-year fixed rate, and graduated payment mortgages. Principal and interest payments made on the mortgages in the underlying mortgage pool are passed through to the funds. This is in contrast to traditional bonds where principal is normally paid back at maturity in a lump sum. Unscheduled prepayments of principal shorten the securities’ weighted average life and may lower their total return. (When a mortgage in the underlying mortgage pool is prepaid, an unscheduled principal prepayment is passed through to the funds. This principal is returned to the funds at par. As a result, if a mortgage security were trading at a premium, its total return would be lowered by prepayments, and if a mortgage security were trading at a discount, its total return would be increased by prepayments.) The value of these securities also may change because of changes in the market’s perception of the creditworthiness of the federal agency that issued them or a downturn in housing prices. In addition, the mortgage securities market in general may be adversely affected by changes in governmental regulation or tax policies.

· U.S. Government Agency Mortgage-Backed Securities These are obligations issued or guaranteed by the U.S. government or one of its agencies or instrumentalities, such as GNMA, FNMA, the Federal Home Loan Mortgage Corporation (“Freddie Mac” or “FHLMC”), and the Federal Agricultural Mortgage Corporation (“Farmer Mac” or “FAMC”). FNMA, FHLMC, and FAMC obligations are not backed by the full faith and credit of the U.S. government as GNMA certificates are, but they are supported by the instrumentality’s right to borrow from the U.S. Treasury. On September 7, 2008, FNMA and FHLMC were placed under conservatorship of the Federal Housing Finance Agency, an independent federal agency. U.S. Government Agency Mortgage-Backed Certificates provide for the pass-through to investors of their pro-rata share of monthly payments (including any prepayments) made by the individual borrowers on the pooled mortgage loans, net of any fees paid to the guarantor of such securities and the servicer of the underlying mortgage loans. Each of GNMA, FNMA, FHLMC, and FAMC guarantees timely distributions of interest to certificate holders. GNMA and FNMA guarantee timely distributions of scheduled principal. FHLMC has in the past guaranteed only the ultimate collection of principal of the underlying mortgage loan; however, FHLMC now issues mortgage-backed securities (FHLMC Gold PCS) which also guarantee timely payment of monthly principal reductions.

· GNMA Certificates GNMA is a wholly owned corporate instrumentality of the United States within the Department of Housing and Urban Development. The National Housing Act of 1934, as amended (the

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“Housing Act”), authorizes GNMA to guarantee the timely payment of the principal of and interest on certificates that are based on and backed by a pool of mortgage loans insured by the Federal Housing Administration under the Housing Act, or Title V of the Housing Act of 1949 (“FHA Loans”), or guaranteed by the Department of Veterans Affairs under the Servicemen’s Readjustment Act of 1944, as amended (“VA Loans”), or by pools of other eligible mortgage loans. The Housing Act provides that the full faith and credit of the U.S. government is pledged to the payment of all amounts that may be required to be paid under any guaranty. In order to meet its obligations under such guaranty, GNMA is authorized to borrow from the U.S. Treasury with no limitations as to amount.

· FNMA Certificates FNMA is a federally chartered and privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act of 1938. FNMA Certificates represent a pro-rata interest in a group of mortgage loans purchased by FNMA. FNMA guarantees the timely payment of principal and interest on the securities it issues. The obligations of FNMA are not backed by the full faith and credit of the U.S. government.

· FHLMC Certificates FHLMC is a corporate instrumentality of the United States created pursuant to the Emergency Home Finance Act of 1970, as amended (“FHLMC Act”). FHLMC Certificates represent a pro-rata interest in a group of mortgage loans purchased by FHLMC. FHLMC guarantees timely payment of interest and principal on certain securities it issues and timely payment of interest and eventual payment of principal on other securities it issues. The obligations of FHLMC are obligations solely of FHLMC and are not backed by the full faith and credit of the U.S. government.

· FAMC Certificates FAMC is a federally chartered instrumentality of the United States established by Title VIII of the Farm Credit Act of 1971, as amended (“Charter Act”). FAMC was chartered primarily to attract new capital for financing of agricultural real estate by making a secondary market in certain qualified agricultural real estate loans. FAMC provides guarantees of timely payment of principal and interest on securities representing interests in, or obligations backed by, pools of mortgages secured by first liens on agricultural real estate. Similar to FNMA and FHLMC, FAMC Certificates are not supported by the full faith and credit of the U.S. government; rather, FAMC may borrow from the U.S. Treasury to meet its guaranty obligations.

As discussed above, prepayments on the underlying mortgages and their effect upon the rate of return of a mortgage-backed security is the principal investment risk for a purchaser of such securities, like the funds. Over time, any pool of mortgages will experience prepayments due to a variety of factors, including (1) sales of the underlying homes (including foreclosures), (2) refinancings of the underlying mortgages, and (3) increased amortization by the mortgagee. These factors, in turn, depend upon general economic factors, such as level of interest rates and economic growth. Thus, investors normally expect prepayment rates to increase during periods of strong economic growth or declining interest rates, and to decrease in recessions and rising interest rate environments. Accordingly, the life of the mortgage-backed security is likely to be substantially shorter than the stated maturity of the mortgages in the underlying pool. Because of such variation in prepayment rates, it is not possible to predict the life of a particular mortgage-backed security, but FHA statistics indicate that 25- to 30-year single family dwelling mortgages have an average life of approximately 12 years. The majority of GNMA Certificates are backed by mortgages of this type, and, accordingly, the generally accepted practice treats GNMA Certificates as 30-year securities which prepay in full in the 12th year. FNMA and FHLMC Certificates may have differing prepayment characteristics.

Fixed-rate mortgage-backed securities bear a stated “coupon rate” which represents the effective mortgage rate at the time of issuance, less certain fees to GNMA, FNMA, and FHLMC for providing the guarantee, and the issuer for assembling the pool and for passing through monthly payments of interest and principal.

Payments to holders of mortgage-backed securities consist of the monthly distributions of interest and principal less the applicable fees. The actual yield to be earned by a holder of mortgage-backed securities is calculated by dividing interest payments by the purchase price paid for the mortgage-backed securities (which may be at a premium or a discount from the face value of the certificate).

Monthly distributions of interest, as contrasted to semiannual distributions which are common for other fixed interest investments, have the effect of compounding and thereby raising the effective annual yield earned on mortgage-backed securities. Because of the variation in the life of the pools of mortgages which back various

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mortgage-backed securities, and because it is impossible to anticipate the rate of interest at which future principal payments may be reinvested, the actual yield earned from a portfolio of mortgage-backed securities will differ significantly from the yield estimated by using an assumption of a certain life for each mortgage-backed security included in such a portfolio as described above.

· Commercial Mortgage-Backed Securities (“CMBS”) These are securities created from a pool of commercial mortgage loans, such as loans for hotels, restaurants, shopping centers, office buildings, and apartment buildings. Interest and principal payments from the underlying loans are passed through to the funds according to a schedule of payments. CMBS are structured similarly to mortgage-backed securities in that both are backed by mortgage payments. However, CMBS involve loans related to commercial property, whereas mortgage-backed securities are based on loans relating to residential property. Because commercial mortgages tend to be structured with prepayment penalties, CMBS generally carry less prepayment risk than loans backed by residential mortgages. Credit quality depends primarily on the quality of the loans themselves and on the structure of the particular deal. However, the value of these securities may change because of actual or perceived changes in the creditworthiness of the individual borrowers, their tenants, and servicing agents, or due to deterioration in the general state of commercial real estate or overall economic conditions.

· Collateralized Mortgage Obligations (“CMOs”) CMOs are bonds that are collateralized by whole loan mortgages or mortgage pass-through securities. The bonds issued in a CMO deal are divided into groups, and each group of bonds is referred to as a “tranche.” Under the traditional CMO structure, the cash flows generated by the mortgages or mortgage pass-through securities in the collateral pool are used to first pay interest and then pay principal to the CMO bondholders. The bonds issued under such a CMO structure are retired sequentially as opposed to the pro-rata return of principal found in traditional pass-through obligations. Subject to the various provisions of individual CMO issues, the cash flow generated by the underlying collateral (to the extent it exceeds the amount required to pay the stated interest) is used to retire the bonds. Under the CMO structure, the repayment of principal among the different tranches is prioritized in accordance with the terms of the particular CMO issuance. The “fastest-pay” tranche of bonds, as specified in the prospectus for the issuance, would initially receive all principal payments. When that tranche of bonds is retired, the next tranche, or tranches, in the sequence, as specified in the prospectus, receive all of the principal payments until they are retired. The sequential retirement of bond groups continues until the last tranche, or group of bonds, is retired. Accordingly, the CMO structure allows the issuer to use cash flows of long maturity, monthly pay collateral to formulate securities with short, intermediate, and long final maturities and expected average lives.

In recent years, new types of CMO tranches have evolved. These include floating-rate CMOs, planned amortization classes, accrual bonds, and CMO residuals. These newer structures affect the amount and timing of principal and interest received by each tranche from the underlying collateral. Under certain of these new structures, given classes of CMOs have priority over others with respect to the receipt of prepayments on the mortgages. Therefore, depending on the type of CMOs in which the funds invest, the investment may be subject to a greater or lesser risk of prepayment than other types of mortgage-related securities.

The primary risk of any mortgage security is the uncertainty of the timing of cash flows. For CMOs, the primary risk results from the rate of prepayments on the underlying mortgages serving as collateral and from the structure of the deal (priority of the individual tranches). An increase or decrease in prepayment rates (resulting from a decrease or increase in mortgage interest rates) will affect the yield, average life, and price of CMOs. The prices of certain CMOs, depending on their structure and the rate of prepayments, can be volatile. Some CMOs may also not be as liquid as other securities.

· U.S. Government Agency Multi-Class Pass-Through Securities Unlike CMOs, U.S. Government Agency Multi-Class Pass-Through Securities, which include FNMA Guaranteed Real Estate Mortgage Investment Conduit Pass-Through Certificates and FHLMC Multi-Class Mortgage Participation Certificates, are ownership interests in a pool of mortgage assets. Unless the context indicates otherwise, all references herein to CMOs include multi-class pass-through securities.

· Multi-Class Residential Mortgage Securities Such securities represent interests in pools of mortgage loans to residential home buyers made by commercial banks, savings and loan associations, or other financial institutions. Unlike GNMA, FNMA, and FHLMC securities, the payment of principal and interest on Multi-

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Class Residential Mortgage Securities is not guaranteed by the U.S. government or any of its agencies. Accordingly, yields on Multi-Class Residential Mortgage Securities have been historically higher than the yields on U.S. government mortgage securities. However, the risk of loss due to default on such instruments is higher since they are not guaranteed by the U.S. government or its agencies. Additionally, pools of such securities may be divided into senior or subordinated segments. Although subordinated mortgage securities may have a higher yield than senior mortgage securities, the risk of loss of principal is greater because losses on the underlying mortgage loans must be borne by persons holding subordinated securities before those holding senior mortgage securities.

· Privately Issued Mortgage-Backed Certificates These are pass-through certificates issued by nongovernmental issuers. Pools of conventional residential or commercial mortgage loans created by such issuers generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government guarantees of payment. Timely payment of interest and principal of these pools is, however, generally supported by various forms of insurance or guarantees, including individual loan, title, pool, and hazard insurance. The insurance and guarantees are issued by government entities, private insurance, or the mortgage poolers. Such insurance and guarantees and the creditworthiness of the issuers thereof will be considered in determining whether a mortgage-related security meets the funds’ quality standards. The funds may buy mortgage-related securities without insurance or guarantees if through an examination of the loan experience and practices of the poolers, the investment manager determines that the securities meet the funds’ quality standards.

· Stripped Mortgage-Backed Securities These instruments represent interests in a pool of mortgages, the cash flow of which has been separated into its interest and principal components. Interest only securities (“IOs”) receive the interest portion of the cash flow while principal only securities (“POs”) receive the principal portion. IOs and POs are usually structured as tranches of a CMO. Stripped Mortgage-Backed Securities may be issued by U.S. government agencies or by private issuers similar to those described above with respect to CMOs and privately issued mortgage-backed certificates. As interest rates rise and fall, the value of IOs tends to move in the same direction as interest rates. The value of the PO, as with other mortgage-backed securities described herein, and other debt instruments, will tend to move in the opposite direction compared to interest rates. Under the Code, POs may generate taxable income from the current accrual of original issue discount, without a corresponding distribution of cash to the funds.

The cash flows and yields on IO and PO classes are extremely sensitive to the rate of principal payments (including prepayments) on the related underlying mortgage assets. In the case of IOs, prepayments affect the amount of cash flows provided to the investor. In contrast, prepayments on the mortgage pool affect the timing of cash flows received by investors in POs. For example, a rapid or slow rate of principal payments may have a material adverse effect on the prices of IOs or POs, respectively. If the underlying mortgage assets experience greater than anticipated prepayments of principal, investors may fail to fully recoup their initial investment in an IO class of a stripped mortgage-backed security, even if the IO class is rated AAA or Aaa or is derived from a full faith and credit obligation. Conversely, if the underlying mortgage assets experience slower than anticipated prepayments of principal, the price on a PO class will be affected more severely than would be the case with a traditional mortgage-backed security.

The staff of the SEC has advised the funds that it believes the funds should treat IOs and POs, other than government-issued IOs or POs backed by fixed-rate mortgages, as illiquid securities and, accordingly, limit their investments in such securities, together with all other illiquid securities, to 15% of the funds’ net assets. Under the staff’s position, the determination of whether a particular government-issued IO or PO backed by fixed-rate mortgages is liquid may be made on a case by case basis under guidelines and standards established by the funds’ Boards. The funds’ Boards have delegated to T. Rowe Price the authority to determine the liquidity of these investments based on the following guidelines: the type of issuer; type of collateral, including age and prepayment characteristics; rate of interest on coupon relative to current market rates and the effect of the rate on the potential for prepayments; complexity of the issue’s structure, including the number of tranches; and size of the issue and the number of dealers who make a market in the IO or PO.

· Adjustable Rate Mortgage Securities (“ARMs”) ARMs, like fixed-rate mortgages, have a specified maturity date, and the principal amount of the mortgage is repaid over the life of the mortgage. Unlike fixed-rate

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mortgages, the interest rate on ARMs is adjusted at regular intervals based on a specified, published interest rate “index” such as a Treasury rate index. The new rate is determined by adding a specific interest amount, the “margin,” to the interest rate of the index. Investment in ARMs allows the funds to participate in changing interest rate levels through regular adjustments in the coupons of the underlying mortgages, resulting in more variable current income and lower price volatility than longer-term fixed-rate mortgage securities. ARMs are a less effective means of locking in long-term rates than fixed-rate mortgages since the income from adjustable rate mortgages will increase during periods of rising interest rates and decline during periods of falling rates.

· Other Mortgage-Related Securities Governmental, government-related, or private entities may create mortgage loan pools offering pass-through investments in addition to those described above. The mortgages underlying these securities may be alternative mortgage instruments, that is, mortgage instruments whose principal or interest payments may vary or whose terms to maturity may differ from customary long-term fixed-rate mortgages. As new types of mortgage-related securities are developed and offered to investors, the investment manager will, consistent with the funds’ objectives, policies, and quality standards, consider making investments in such new types of securities.

Asset-Backed Securities

Background The asset-backed securities (“ABS”) market has been one of the fastest growing sectors of the U.S. fixed-income market since its inception in late 1985. Although initial ABS transactions were backed by auto loans and credit card receivables, today’s market has evolved to include a variety of asset types including home equity loans, student loans, equipment leases, stranded utility costs, and collateralized bond/loan obligations. For investors, securitization typically provides an opportunity to invest in high-quality securities with higher credit ratings and less downgrade/event risk than corporate bonds. Unlike mortgages, prepayments on ABS collateral are less sensitive to changes in interest rates. They can also be structured into classes that meet the market’s demand for various maturities and credit quality.

Structure Asset-backed securities are bonds that represent an ownership interest in a pool of receivables sold by originators into a special purpose vehicle (“SPV”). The collateral types can vary, so long as they are secured by homogeneous assets with relatively predictable cash flows. Assets that are transferred through a sale to a SPV are legally separated from those of the seller/servicer, which insulates investors from bankruptcy or other event risk associated with the seller/servicer of those assets. Most senior tranches of ABS are structured to a triple-A rated level through credit enhancement; however, ABS credit ratings range from AAA to non-investment-grade. Many ABS transactions are structured to include payout events/performance triggers which provide added protection against deteriorating credit quality.

ABS structures are generally categorized by two distinct types of collateral. Amortizing assets (such as home equity loans, auto loans, and equipment leases) typically pass through principal and interest payments directly to investors, while revolving assets (such as credit card receivables, home equity lines of credit, and dealer floor-plan loans) typically reinvest principal and interest payments in new collateral for a specified period of time. The majority of amortizing transactions are structured as straight sequential-pay transactions. In these structures, all principal amortization and prepayments are directed to the shortest maturity class until it is retired, then to the next shortest class and so on. The majority of revolving assets are structured as bullets, whereby investors receive periodic interest payments and only one final payment of principal at maturity.

Underlying Assets The asset-backed securities that may be purchased include securities backed by pools of mortgage-related receivables known as home equity loans, or of consumer receivables such as automobile loans or credit card loans. Other types of ABS may also be purchased. The credit quality of most asset-backed securities depends primarily on the credit quality of the assets underlying such securities, how well the entity issuing the securities is insulated from the credit risk of the originator or any other affiliated entities, and the amount and quality of any credit support provided to the securities. The rate of principal payment on asset-backed securities generally depends on the rate of principal payments received on the underlying assets, which in turn may be affected by a variety of economic and other factors. As a result, the yield and return on any asset-backed security is difficult to predict with precision and actual return or yield to maturity may be more or less than the anticipated return or yield to maturity.

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Methods of Allocating Cash Flows While some asset-backed securities are issued with only one class of security, many asset-backed securities are issued in more than one class, each with different payment terms. Multiple class asset-backed securities are issued for two main reasons. First, multiple classes may be used as a method of providing credit support. This is accomplished typically through creation of one or more classes whose right to payments on the asset-backed security is made subordinate to the right to such payments of the remaining class or classes. Second, multiple classes may permit the issuance of securities with payment terms, interest rates, or other characteristics differing both from those of each other and from those of the underlying assets. Asset-backed securities in which the payment streams on the underlying assets are allocated in a manner different than those described above may be issued in the future. The funds may invest in such asset-backed securities if the investment is otherwise consistent with the fund’s investment objectives, policies, and restrictions.

Types of Credit Support Asset-backed securities are typically backed by a pool of assets representing the obligations of a diversified pool of numerous obligors. To lessen the effect of failures by obligors on the ability of underlying assets to make payments, such securities may contain elements of credit support. Such credit support falls into two classes: liquidity protection and protection against ultimate default by an obligor on the underlying assets. Liquidity protection refers to the provision of advances, generally by the entity administering the pool of assets, to ensure that scheduled payments on the underlying pool are made in a timely fashion. Protection against ultimate default ensures ultimate payment of the obligations on at least a portion of the assets in the pool. Such protection may be provided through guarantees, insurance policies, or letters of credit obtained from third parties, “external credit enhancement,” through various means of structuring the transaction, “internal credit enhancement,” or through a combination of such approaches. Examples of asset-backed securities with credit support arising out of the structure of the transaction include:

· Excess Spread Typically, the first layer of protection against losses, equal to the cash flow from the underlying receivables remaining after deducting the sum of the investor coupon, servicing fees, and losses.

· Subordination Interest and principal that would have otherwise been distributed to a subordinate class is used to support the more senior classes. This feature is intended to enhance the likelihood that the holder of the senior class certificate will receive regular payments of interest and principal. Subordinate classes have a greater risk of loss than senior classes.

· Reserve Funds Cash that is deposited and/or captured in a designated account that may be used to cover any shortfalls in principal, interest, or servicing fees.

· Overcollateralization A form of credit enhancement whereby the principal amount of collateral used to secure a given transaction exceeds the principal of the securities issued. Overcollateralization can be created at the time of issuance or may build over time.

· Surety Bonds Typically consist of third-party guarantees to irrevocably and unconditionally make timely payments of interest and ultimate repayment of principal in the event there are insufficient cash flows from the underlying collateral.

The degree of credit support provided on each issue is based generally on historical information respecting the level of credit risk associated with such payments. Depending upon the type of assets securitized, historical information on credit risk and prepayment rates may be limited or even unavailable. Delinquency or loss in excess of that anticipated could adversely affect the return on an investment in an asset-backed security. There is no guarantee that the amount of any type of credit enhancement available will be sufficient to protect against future losses on the underlying collateral.

Some of the specific types of ABS that the funds may invest in include the following:

· Home Equity Loans These ABS typically are backed by pools of mortgage loans made to subprime borrowers or borrowers with blemished credit histories. The underwriting standards for these loans are more flexible than the standards generally used by banks for borrowers with non-blemished credit histories with regard to the borrower’s credit standing and repayment ability. Borrowers who qualify generally have impaired credit histories, which may include a record of major derogatory credit items such as outstanding judgments or prior

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bankruptcies. In addition, they may not have the documentation required to qualify for a standard mortgage loan.

As a result, the mortgage loans in the mortgage pool are likely to experience rates of delinquency, foreclosure, and bankruptcy that are higher, and that may be substantially higher, than those experienced by mortgage loans underwritten in a more traditional manner. Furthermore, changes in the values of the mortgaged properties, as well as changes in interest rates, may have a greater effect on the delinquency, foreclosure, bankruptcy, and loss experience of the mortgage loans in the mortgage pool than on mortgage loans originated in a more traditional manner.

With respect to first lien mortgage loans, the underwriting standards do not prohibit a mortgagor from obtaining, at the time of origination of the originator’s first lien mortgage loan, additional financing which is subordinate to that first lien mortgage loan, which subordinate financing would reduce the equity the mortgagor would otherwise appear to have in the related mortgaged property as indicated in the loan-to-value ratio.

Risk regarding mortgage rates

The pass-through rates on the adjustable-rate certificates may adjust monthly and are generally based on one-month LIBOR. The mortgage rates on the mortgage loans are either fixed or adjusted semiannually based on six-month LIBOR, which is referred to as a mortgage index. Because the mortgage index may respond to various economic and market factors different than those affecting one-month LIBOR, there is not necessarily a correlation in the movement between the interest rates on those mortgage loans and the pass-through rates of the adjustable rate certificates. As a result, the interest payable on the related interest-bearing certificates may be reduced because of the imposition of a pass-through rate cap called the “net rate cap.”

Yield and reinvestment could be adversely affected by unpredictability of prepayments

No one can accurately predict the level of prepayments that an asset-backed mortgage pool may experience. Factors which influence prepayment behavior include general economic conditions, the level of prevailing interest rates, the availability of alternative financing, the applicability of prepayment charges, and homeowner mobility. Reinvestment risk results from a faster or slower rate of principal payments than expected. A rising interest rate environment and the resulting slowing of prepayments could result in greater volatility of these securities. A falling interest rate environment and the resulting increase in prepayments could require reinvestment in lower yielding securities.

Credit Card-Backed Securities These ABS are backed by revolving pools of credit card receivables. Due to the revolving nature of these assets, the credit quality could change over time. Unlike most other asset-backed securities, credit card receivables are unsecured obligations of the cardholder and payments by cardholders are the primary source of payment on these securities. The revolving nature of these card accounts generally provides for monthly payments to the trust. In order to issue securities with longer dated maturities, most Credit Card-Backed Securities are issued with an initial “revolving” period during which collections are reinvested in new receivables. The revolving period may be shortened upon the occurrence of specified events which may signal a potential deterioration in the quality of the assets backing the security.

Automobile Loans These ABS are backed by receivables from motor vehicle installment sales contracts or installment loans secured by motor vehicles. These securities are primarily discrete pools of assets which pay down over the life of the ABS. The securities are not obligations of the seller of the vehicle, or servicer of the loans. The primary source of funds for payments on the securities comes from payment on the underlying trust receivables as well as from credit support.

Inflation-Linked Securities

Inflation-linked securities are income-generating instruments whose interest and principal payments are adjusted for inflation—a sustained increase in prices that erodes the purchasing power of money. TIPS, or Treasury inflation-protected securities, are inflation-linked securities issued by the U.S. government. Inflation-linked bonds are also issued by corporations, U.S. government agencies, states, and foreign countries. The inflation adjustment, which is typically applied monthly to the principal of the bond, follows a designated

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inflation index, such as the consumer price index (CPI). A fixed coupon rate is applied to the inflation-adjusted principal so that as inflation rises, both the principal value and the interest payments increase. This can provide investors with a hedge against inflation, as it helps preserve the purchasing power of your investment. Because of this inflation-adjustment feature, inflation-protected bonds typically have lower yields than conventional fixed-rate bonds. Municipal inflation bonds generally have a fixed principal amount and the inflation component is reflected in the nominal coupon.

Inflation-protected bonds normally will decline in price when real interest rates rise. (A real interest rate is calculated by subtracting the inflation rate from a nominal interest rate. For example, if a 10-year Treasury note is yielding 5% and the rate of inflation is 2%, the real interest rate is 3%.) If inflation is negative, the principal and income of an inflation-protected bond will decline and could result in losses for the fund.

Inflation adjustments or TIPS that exceed deflation adjustments for the year will be distributed by a fund as a short-term capital gain, resulting in ordinary income to shareholders. Net deflation adjustments for a year could result in all or a portion of dividends paid earlier in the year by a fund being treated as a return of capital.

Collateralized Bond or Loan Obligations

Collateralized Bond Obligations (“CBOs”) are bonds collateralized by corporate bonds, mortgages, or asset-backed securities and Collateralized Loan Obligations (“CLOs”) are bonds collateralized by bank loans. CBOs and CLOs are structured into tranches, and payments are allocated such that each tranche has a predictable cash flow stream and average life. CBOs are fairly recent entrants to the fixed-income market. Most CBOs issued to date have been collateralized by high-yield bonds or loans, with heavy credit enhancement.

Loan Participations and Assignments

Loan participations and assignments (collectively, “participations”) will typically be participating interests in loans made by a syndicate of banks, represented by an agent bank which has negotiated and structured the loan, to corporate borrowers to finance internal growth, mergers, acquisitions, stock repurchases, leveraged buyouts, and other corporate activities. Such loans may also have been made to governmental borrowers, especially governments of developing countries which is referred to as Loans to Developing Countries debt (“LDC debt”). LDC debt will involve the risk that the governmental entity responsible for the repayment of the debt may be unable or unwilling to do so when due. The loans underlying such participations may be secured or unsecured, and the funds may invest in loans collateralized by mortgages on real property or which have no collateral. The loan participations themselves may extend for the entire term of the loan or may extend only for short “strips” that correspond to a quarterly or monthly floating-rate interest period on the underlying loan. Thus, a term or revolving credit that extends for several years may be subdivided into shorter periods.

The loan participations in which the funds will invest will also vary in legal structure. Occasionally, lenders assign to another institution both the lender’s rights and obligations under a credit agreement. Since this type of assignment relieves the original lender of its obligations, it is called a novation. More typically, a lender assigns only its right to receive payments of principal and interest under a promissory note, credit agreement, or similar document. A true assignment shifts to the assignee the direct debtor-creditor relationship with the underlying borrower. Alternatively, a lender may assign only part of its rights to receive payments pursuant to the underlying instrument or loan agreement. Such partial assignments, which are more accurately characterized as “participating interests,” do not shift the debtor-creditor relationship to the assignee, who must rely on the original lending institution to collect sums due and to otherwise enforce its rights against the agent bank which administers the loan or against the underlying borrower.

There may not be a recognizable, liquid public market for loan participations. To the extent this is the case, the funds would consider the loan participation as illiquid and subject to the funds’ restriction on investing no more than 15% of their net assets in illiquid securities.

If the funds purchase a participation interest in another lender’s loan, as opposed to acquiring a loan directly from a lender or through an agent or as an assignment from another lender, the funds will treat both the

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corporate borrower and the bank selling the participation interest as an issuer for purposes of its fundamental investment restriction on diversification.

Various service fees received by the funds from loan participations may be treated as non-interest income depending on the nature of the fee (commitment, takedown, commission, service, or loan origination). To the extent the service fees are not interest income, they will not qualify as income under Section 851(b) of the Code. Thus the sum of such fees plus any other nonqualifying income earned by the funds cannot exceed 10% of total income.

Zero-Coupon and Pay-in-Kind Bonds

A zero-coupon security has no cash coupon payments. Instead, the issuer sells the security at a substantial discount from its maturity value. The interest received by the investor from holding this security to maturity is the difference between the maturity value and the purchase price. The advantage to the investor is that reinvestment risk of the income received during the life of the bond is eliminated. However, zero-coupon bonds, like other bonds, retain interest rate and credit risk and usually display more price volatility than those securities that pay a cash coupon.

Pay-in-Kind (“PIK”) Instruments are securities that pay interest in either cash or additional securities, at the issuer’s option, for a specified period. PIKs, like zero-coupon bonds, are designed to give an issuer flexibility in managing cash flow. PIK bonds can be either senior or subordinated debt and trade flat (i.e., without accrued interest). The price of PIK bonds is expected to reflect the market value of the underlying debt plus an amount representing accrued interest since the last payment. PIKs are usually less volatile than zero-coupon bonds, but more volatile than cash pay securities.

For federal income tax purposes, these types of bonds will require the recognition of gross income each year even though no cash may be paid to the funds until the maturity or call date of the bond. The funds will nonetheless be required to distribute substantially all of this gross income each year to comply with the Code, and such distributions could reduce the amount of cash available for investment by the funds.

Trade Claims

Trade claims are non-securitized rights of payment arising from obligations other than borrowed funds. Trade claims typically arise when, in the ordinary course of business, vendors and suppliers extend credit to a company by offering payment terms. Generally, when a company files for bankruptcy protection, payments on these trade claims cease and the claims are subject to compromise along with the other debts of the company. Trade claims typically are bought and sold at a discount reflecting the degree of uncertainty with respect to the timing and extent of recovery. In addition to the risks otherwise associated with low-quality obligations, trade claims have other risks, including the possibility that the amount of the claim may be disputed by the obligor.

Many vendors are either unwilling or lack the resources to hold their claim through the extended bankruptcy process with an uncertain outcome and timing. Some vendors are also aggressive in establishing reserves against these receivables, so that the sale of the claim at a discount may not result in the recognition of a loss.

Trade claims can represent an attractive investment opportunity because these claims typically are priced at a discount to comparable public securities. This discount is a reflection of a less liquid market, a smaller universe of potential buyers, and the risks peculiar to trade claim investing. It is not unusual for trade claims to be priced at a discount to public securities that have an equal or lower priority claim.

As noted above, investing in trade claims does carry some unique risks which include:

· Establishing the Amount of the Claim Frequently, the supplier’s estimate of its receivable will differ from the customer’s estimate of its payable. Resolution of these differences can result in a reduction in the amount of the claim. This risk can be reduced by only purchasing scheduled claims (claims already listed as liabilities by the debtor) and seeking representations from the seller.

· Defenses to Claims The debtor has a variety of defenses that can be asserted under the bankruptcy code against any claim. Trade claims are subject to these defenses, the most common of which for trade claims

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relates to preference payments. (Preference payments are all payments made by the debtor during the 90 days prior to the filing. These payments are presumed to have benefited the receiving creditor at the expense of the other creditors. The receiving creditor may be required to return the payment unless it can show the payments were received in the ordinary course of business.) While none of these defenses can result in any additional liability of the purchaser of the trade claim, they can reduce or wipe out the entire purchased claim. This risk can be reduced by seeking representations and indemnification from the seller.

· Documentation/Indemnification Each trade claim purchased requires documentation that must be negotiated between the buyer and seller. This documentation is extremely important since it can protect the purchaser from losses such as those described above. Legal expenses in negotiating a purchase agreement can be fairly high. Additionally, it is important to note that the value of an indemnification depends on the seller’s credit.

· Volatile Pricing Due to Illiquid Market There are only a handful of brokers for trade claims and the quoted price of these claims can be volatile. Generally, it is expected that trade claims would be considered illiquid investments.

· No Current Yield/Ultimate Recovery Trade claims are almost never entitled to earn interest. As a result, the return on such an investment is very sensitive to the length of the bankruptcy, which is uncertain. Although not unique to trade claims, it is worth noting that the ultimate recovery on the claim is uncertain and there is no way to calculate a conventional yield to maturity on this investment. Additionally, the exit for this investment is a plan of reorganization which may include the distribution of new securities. These securities may be as illiquid as the original trade claim investment.

· Tax Issue Although the issue is not free from doubt, it is likely that trade claims would be treated as non-securities investments. As a result, any gains would be considered “nonqualifying” under the Code. The funds may have up to 10% of their gross income (including capital gains) derived from nonqualifying sources.

Municipal Securities

Subject to the investment objectives and programs described in the prospectus and the additional investment restrictions described in this SAI, the funds’ portfolios may consist of any combination of the various types of municipal securities described below or other types of municipal securities that may be developed. The amount of the funds’ assets invested in any particular type of municipal security can be expected to vary.

The term “municipal securities” means obligations issued by or on behalf of states, territories, and possessions of the United States and the District of Columbia and their political subdivisions, agencies, and instrumentalities, as well as certain other persons and entities, the interest from which is generally exempt from federal income tax. In determining the tax-exempt status of a municipal security, the funds rely on the opinion of the issuer’s bond counsel at the time of the issuance of the security. However, it is possible this opinion could be overturned, and, as a result, the interest received by the funds from a municipal security assumed to be tax-exempt might not be exempt from federal income tax.

Municipal securities are normally classified by maturity as notes, bonds, or adjustable rate securities. Municipal securities include the following:

Municipal notes generally are used to provide short-term operating or capital needs and generally have maturities of one year or less.

· Tax Anticipation Notes Tax anticipation notes are issued to finance working capital needs of municipalities. Generally, they are issued in anticipation of various seasonal tax revenue, such as income, property, use, and business taxes, and are payable from these specific future taxes.

· Revenue Anticipation Notes Revenue anticipation notes are issued in expectation of receipt of revenues, such as sales taxes, toll revenues, or water and sewer charges, that are used to pay off the notes.

· Bond Anticipation Notes Bond anticipation notes are issued to provide interim financing until long-term financing can be arranged. In most cases, the long-term bonds then provide the money for the repayment of the notes.

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· Tax-Exempt Commercial Paper Tax-exempt commercial paper is a short-term obligation with a stated maturity of 270 days or less. It is issued by state and local governments or their agencies to finance seasonal working capital needs or as short-term financing in anticipation of longer-term financing.

Municipal bonds, which meet longer-term capital needs and generally have maturities of more than one year when issued, have two principal classifications: general obligation bonds and revenue bonds. Additional categories of potential purchases include lease revenue bonds and prerefunded/escrowed to maturity bonds, private activity bonds, industrial development bonds, and participation interests.

· General Obligation Bonds Issuers of general obligation bonds include states, counties, cities, towns, and special districts. The proceeds of these obligations are used to fund a wide range of public projects, including construction or improvement of schools, public buildings, highways and roads, and general projects not supported by user fees or specifically identified revenues. The basic security behind general obligation bonds is the issuer’s pledge of its full faith and credit and taxing power for the payment of principal and interest. The taxes that can be levied for the payment of debt service may be limited or unlimited as to the rate or amount of special assessments. In many cases voter approval is required before an issuer may sell this type of bond.

· Revenue Bonds The principal security for a revenue bond is generally the net revenues derived from a particular facility or enterprise or, in some cases, the proceeds of a special charge or other pledged revenue source. Revenue bonds are issued to finance a wide variety of capital projects including: electric, gas, water, and sewer systems; highways, bridges, and tunnels; port and airport facilities; colleges and universities; and hospitals. Revenue bonds are sometimes used to finance various privately operated facilities provided they meet certain tests established for tax-exempt status.

Although the principal security behind these bonds may vary, many provide additional security in the form of a mortgage or debt service reserve fund. Some authorities provide further security in the form of the state’s ability (without obligation) to make up deficiencies in the debt service reserve fund. Revenue bonds usually do not require prior voter approval before they may be issued.

· Lease Revenue Bonds Municipal borrowers may also finance capital improvements or purchases with tax-exempt leases. The security for a lease is generally the borrower’s pledge to make annual appropriations for lease payments. The lease payment is treated as an operating expense subject to appropriation risk and not a full faith and credit obligation of the issuer. Lease revenue bonds are generally considered less secure than a general obligation or revenue bond and often do not include a debt service reserve fund. To the extent the funds’ Boards determine such securities are illiquid, they will be subject to the funds’ limit on illiquid securities. There have also been certain legal challenges to the use of lease revenue bonds in various states.

The liquidity of such securities will be determined based on a variety of factors which may include, among others: (1) the frequency of trades and quotes for the obligation; (2) the number of dealers willing to purchase or sell the security and the number of other potential buyers; (3) the willingness of dealers to undertake to make a market in the security; (4) the nature of the marketplace trades, including the time needed to dispose of the security, the method of soliciting offers, and the mechanics of transfer; and (5) the rating assigned to the obligation by an established rating agency or T. Rowe Price.

· Prerefunded/Escrowed to Maturity Bonds Certain municipal bonds have been refunded with a later bond issue from the same issuer. The proceeds from the later issue are used to defease the original issue. In many cases the original issue cannot be redeemed or repaid until the first call date or original maturity date. In these cases, the refunding bond proceeds typically are used to buy U.S. Treasury securities that are held in an escrow account until the original call date or maturity date. The original bonds then become “prerefunded” or “escrowed to maturity” and are considered high-quality investments. While still tax-exempt, the security is the proceeds of the escrow account. To the extent permitted by the SEC and the Internal Revenue Service, a fund’s investment in such securities refunded with U.S. Treasury securities will, for purposes of diversification rules applicable to the funds, be considered an investment in U.S. Treasury securities.

· Private Activity Bonds Under current tax law, all municipal debt is divided broadly into two groups: governmental purpose bonds and private activity bonds. Governmental purpose bonds are issued to finance traditional public purpose projects such as public buildings and roads. Private activity bonds may be issued by

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a state or local government or public authority but principally benefit private users and are considered taxable unless a specific exemption is provided.

The tax code currently provides exemptions for certain private activity bonds such as not-for-profit hospital bonds, small-issue industrial development revenue bonds, and mortgage subsidy bonds, which may still be issued as tax-exempt bonds. Interest on tax exempt private activity bonds has generally been subject to alternative minimum tax (AMT). However, interest on all private activity bonds issued in 2009 or 2010 will be exempt from AMT. In addition, interest on private activity bonds that were issued after 2003, and refunded during 2009 or 2010, will be exempt from AMT.

· Industrial Development Bonds Industrial development bonds are considered municipal bonds if the interest paid is exempt from federal income tax. They are issued by or on behalf of public authorities to raise money to finance various privately operated facilities for business and manufacturing, housing, sports, and pollution control. These bonds are also used to finance public facilities such as airports, mass transit systems, ports, and parking. The payment of the principal and interest on such bonds is dependent solely on the ability of the facility’s user to meet its financial obligations and the pledge, if any, of real and personal property so financed as security for such payment.

· Build America Bonds The American Recovery and Reinvestment Act of 2009 created Build America Bonds, which allowed state and local governments to issue taxable bonds to finance any capital expenditures for which they otherwise could issue tax-exempt governmental bonds. State and local governments received a federal subsidy payment for a portion of their borrowing costs on these bonds equal to 35% of the total coupon interest paid to investors. The municipality could elect to either take the federal subsidy or it can pass a 35% tax credit along to bondholders. Investments in these bonds will result in taxable interest income and the funds may elect to pass through to shareholders any corresponding tax credits. The tax credits can generally be used to offset federal income taxes and the alternative minimum tax, but those tax credits are generally not refundable.

· Participation Interests The funds may purchase from third parties participation interests in all or part of specific holdings of municipal securities. The purchase may take different forms: in the case of short-term securities, the participation may be backed by a liquidity facility that allows the interest to be sold back to the third party (such as a trust, broker, or bank) for a predetermined price of par at stated intervals. The seller may receive a fee from the funds in connection with the arrangement.

In the case of longer-term bonds, the funds may purchase interests in a pool of municipal bonds or a single municipal bond or lease without the right to sell the interest back to the third party.

The funds will not purchase participation interests unless a satisfactory opinion of counsel or ruling of the Internal Revenue Service has been issued that the interest earned from the municipal securities on which the funds hold participation interests is exempt from federal income tax to the funds. However, there is no guarantee the IRS would treat such interest income as tax-exempt.

When-Issued Securities

New issues of municipal securities are often offered on a when-issued basis; that is, delivery and payment for the securities normally takes place 15 to 45 days or more after the date of the commitment to purchase. The payment obligation and the interest rate that will be received on the securities are each fixed at the time the buyer enters into the commitment. The funds will only make a commitment to purchase such securities with the intention of actually acquiring the securities. However, the funds may sell these securities before the settlement date if it is deemed advisable as a matter of investment strategy. The funds will maintain cash, high-grade marketable debt securities, or other suitable cover with its custodian bank equal in value to commitments for when-issued securities. Such securities either will mature or, if necessary, be sold on or before the settlement date. Securities purchased on a when-issued basis and the securities held in the funds’ portfolios are subject to changes in market value based upon the public perception of the creditworthiness of the issuer and changes in the level of interest rates (which will generally result in similar changes in value, i.e., both experiencing appreciation when interest rates decline and depreciation when interest rates rise). Therefore, to the extent the funds remain fully invested or almost fully invested at the same time that they

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have purchased securities on a when-issued basis, there will be greater fluctuations in their net asset value than if they solely set aside cash to pay for when-issued securities. In the case of the money funds, this could increase the possibility that the market value of the funds’ assets could vary from $1.00 per share. In addition, there will be a greater potential for the realization of capital gains, which are not exempt from federal income tax. When the time comes to pay for when-issued securities, the funds will meet their obligations from then-available cash flow, sale of securities, or, although it would not normally expect to do so, from sale of the when-issued securities themselves (which may have a value greater or less than the payment obligation). The policies described in this paragraph are not fundamental and may be changed by the funds upon notice to shareholders.

Forwards

In some cases, the funds may purchase bonds on a when-issued basis with longer-than-standard settlement dates, in some cases exceeding one to two years. In such cases, the funds must execute a receipt evidencing the obligation to purchase the bond on the specified issue date, and must segregate cash internally to meet that forward commitment. Municipal “forwards” typically carry a substantial yield premium to compensate the buyer for the risks associated with a long when-issued period, including: shifts in market interest rates that could materially impact the principal value of the bond, deterioration in the credit quality of the issuer, loss of alternative investment options during the when-issued period, changes in tax law or issuer actions that would affect the exempt interest status of the bonds and prevent delivery, failure of the issuer to complete various steps required to issue the bonds, and limited liquidity for the buyer to sell the escrow receipts during the when-issued period.

Residual Interest Bonds

Residual interest bonds are a type of high-risk derivative. The funds may purchase municipal bond issues that are structured as two-part, residual interest bond and variable rate security offerings. The issuer is obligated only to pay a fixed amount of tax-free income that is to be divided among the holders of the two securities. The interest rate for the holders of the short-term, variable rate securities will typically be determined by an index or auction process held approximately every seven to 35 days while the long-term bondholders will receive all interest paid by the issuer minus the amount given to the variable rate security holders and a nominal auction fee. Therefore, the coupon of the residual interest bonds, and thus the income received, will move inversely with respect to short-term, 7- to 35-day tax-exempt interest rates. There is no assurance that the auction will be successful and that the variable rate security will provide short-term liquidity. The issuer is not obligated to provide such liquidity. In general, these securities offer a significant yield advantage over standard municipal securities, due to the uncertainty of the shape of the yield curve (i.e., short-term versus long-term rates) and consequent income flows, but tend to be more volatile than other municipal securities of similar maturity and credit quality.

Unlike many adjustable rate securities, residual interest bonds are not necessarily expected to trade at par and in fact present significant market risks. In certain market environments, residual interest bonds may carry substantial premiums, trade at deep discounts, or have limited liquidity. Residual interest bonds entail varying degrees of leverage, which could result in greater volatility and losses greater than investing directly in the underlying municipal bond.

The funds may invest in other types of derivative instruments as they become available.

For the purpose of the funds’ investment restrictions, the identification of the “issuer” of municipal securities which are not general obligation bonds is made by T. Rowe Price, on the basis of the characteristics of the obligation as described above, the most significant of which is the source of funds for the payment of principal and interest on such securities.

There are, of course, other types of securities that are or may become available that are similar to the foregoing, and the funds may invest in these securities.

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Adjustable Rate Securities

Generally, the maturity of a security is deemed to be the period remaining until the date (noted on the face of the instrument) on which the principal amount must be paid or, in the case of an instrument called for redemption, the date on which the redemption payment must be made. However, certain securities may be issued with demand features or adjustable interest rates that are reset periodically by predetermined formulas or indexes in order to minimize movements in the principal value of the investment in accordance with Rule 2a-7 under the 1940 Act. Such securities may have long-term maturities, but may be treated as a short-term investment under certain conditions. Generally, as interest rates decrease or increase, the potential for capital appreciation or depreciation on these securities is less than for fixed rate obligations. These securities may take a variety of forms, including variable rate, floating rate, and put option securities.

Variable Rate Securities Variable rate instruments are those whose terms provide for the adjustment of their interest rates on set dates and which, upon such adjustment, can reasonably be expected to have a market value that approximates its par value. A variable rate instrument, the principal amount of which is scheduled to be paid in 397 days or less, is deemed to have a maturity equal to the period remaining until the next readjustment of the interest rate. A variable rate instrument which is subject to a demand feature entitles the purchaser to receive the principal amount of the underlying security or securities, either (i) upon notice of no more than 30 days or (ii) at specified intervals not exceeding 397 days and upon no more than 30 days’ notice, is deemed to have a maturity equal to the longer of the period remaining until the next readjustment of the interest rate or the period remaining until the principal amount can be recovered through demand.

Forward Commitment Contracts

The price of such securities, which may be expressed in yield terms, is fixed at the time the commitment to purchase is made, but delivery and payment take place at a later date. Normally, the settlement date occurs within 90 days of the purchase for when-issueds, but may be substantially longer for forwards. During the period between purchase and settlement, no payment is made by the funds to the issuer and no interest accrues to the funds. The purchase of these securities will result in a loss if their values decline prior to the settlement date. This could occur, for example, if interest rates increase prior to settlement. The longer the period between purchase and settlement, the greater the risks. At the time the funds make the commitment to purchase these securities, it will record the transaction and reflect the value of the security in determining its net asset value. The funds will cover these securities by maintaining cash, liquid, high-grade debt securities, or other suitable cover as permitted by the SEC with its custodian bank equal in value to its commitments for the securities during the time between the purchase and the settlement. Therefore, the longer this period, the longer the period during which alternative investment options are not available to the funds (to the extent of the securities used for cover). Such securities either will mature or, if necessary, be sold on or before the settlement date.

To the extent the funds remain fully or almost fully invested (in securities with a remaining maturity of more than one year) at the same time they purchase these securities, there will be greater fluctuations in the funds’ net asset value than if the funds did not purchase them.

Real Estate Investment Trusts (“REITs”)

Investments in REITs may experience many of the same risks involved with investing in real estate directly. These risks include: declines in real estate values, risks related to local or general economic conditions, particularly lack of demand, overbuilding and increased competition, increases in property taxes and operating expenses, changes in zoning laws, heavy cash flow dependency, possible lack of availability of mortgage funds, obsolescence, losses due to natural disasters, condemnation of properties, regulatory limitations on rents and fluctuations in rental income, variations in market rental rates, and possible environmental liabilities. REITs may own real estate properties (“Equity REITs”) and be subject to these risks directly, or may make or purchase mortgages (“Mortgage REITs”) and be subject to these risks indirectly through underlying construction, development, and long-term mortgage loans that may default or have payment problems.

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Equity REITs can be affected by rising interest rates that may cause investors to demand a high annual yield from future distributions which, in turn, could decrease the market prices for the REITs. In addition, rising interest rates also increase the costs of obtaining financing for real estate projects. Since many real estate projects are dependent upon receiving financing, this could cause the value of the Equity REITs in which the funds invest to decline.

Mortgage REITs may hold mortgages that the mortgagors elect to prepay during periods of declining interest rates, which may diminish the yield on such REITs. In addition, borrowers may not be able to repay mortgages when due, which could have a negative effect on the funds.

Some REITs have relatively small market capitalizations which could increase their volatility. REITs tend to be dependent upon specialized management skills and have limited diversification so they are subject to risks inherent in operating and financing a limited number of properties. In addition, when the funds invest in REITs, a shareholder will bear his proportionate share of fund expenses and indirectly bear similar expenses of the REITs. REITs depend generally on their ability to generate cash flow to make distributions to shareholders. Certain REITS may be able to pay up to 90% of their dividends in the form of stock instead of cash. Even if a fund receives all or part of a REIT distribution in stock, the fund will still be deemed to have received 100% of the distribution in cash and the entire distribution will be part of the fund’s taxable income. In addition, both Equity and Mortgage REITs are subject to the risks of failing to qualify for tax-free status of income under the Code or failing to maintain their exemptions from the 1940 Act.

Illiquid or Restricted Securities

Some fund holdings may be considered illiquid because they are subject to legal or contractual restrictions on resale or because they cannot be sold in the ordinary course of business at approximately the price at which the fund values them. The determination of whether a holding is considered liquid or illiquid involves a variety of factors. Certain restricted securities may be sold only in privately negotiated transactions or in a public offering with respect to which a registration statement is in effect under the 1933 Act. Where registration is required, the fund may be obligated to pay all or part of the registration expenses, and a considerable period may elapse between the time of the decision to sell and the time the fund may be permitted to sell a security under an effective registration statement. If, during such a period, adverse market conditions were to develop, the fund might obtain a less favorable price than that which prevailed when it decided to sell. Restricted securities will be priced at fair value as determined in accordance with procedures prescribed by the funds’ Boards. If, through the appreciation of illiquid securities or the depreciation of liquid securities, the funds should be in a position where more than the allowable amount of its net assets is invested in illiquid assets, including restricted securities, the funds will take appropriate steps to protect liquidity.

Notwithstanding the above, the funds may purchase securities which, while privately placed, are eligible for purchase and sale under Rule 144A under the 1933 Act. This rule permits certain qualified institutional buyers, such as the funds, to trade in privately placed securities even though such securities are not registered under the 1933 Act. The liquidity of these securities is monitored based on a variety of factors.

All Funds (other than the Money Funds)

Investments in Other Investment Companies

Unaffiliated Investment Companies The funds may invest in other investment companies that are not sponsored by T. Rowe Price, which include open-end funds, closed-end funds, exchange-traded funds (“ETFs”), unit investment trusts, and other investment companies that have elected to be treated as business development companies under the 1940 Act.

The funds may purchase shares of another investment company to temporarily gain exposure to a portion of the market while awaiting purchase of securities or as an efficient means of gaining exposure to a particular asset class. The funds might also purchase shares of another investment company to gain exposure to the securities in the investment company’s portfolio at times when the fund may not be able to buy those securities directly. Any investment in another investment company would be consistent with a fund’s objective and investment program.

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Investing in another investment company involves risks similar to those of investing directly in the investment company’s portfolio securities, including the risk that the values of the portfolio securities may fluctuate due to changes in the financial condition of the securities’ issuers and other market factors. An investment company may not achieve its investment objective or execute its investment strategy effectively, which may adversely affect the fund’s performance. In addition, because closed-end funds trade on a stock exchange or in the OTC market and ETFs trade on a securities exchange, their shares may trade at a substantial premium or discount to the actual net asset value of its portfolio securities and their potential lack of liquidity could result in greater volatility.

If a fund invests in a non-T. Rowe Price investment company, the fund must pay its proportionate share of that investment company’s fees and expenses, which are in addition to the management fee and other operational expenses incurred by the fund. The expenses associated with certain investment companies, such as business development companies, may be significant. The fund could also incur a sales charge or redemption fee in connection with purchasing or redeeming an investment company security.

A Price Fund’s investments in non-T. Rowe Price registered investment companies are subject to the limits that apply to such investments under the 1940 Act unless the fund invests in reliance on exemptive relief which permits it to exceed the 1940 Act limits. The 1940 Act generally provides that a fund may invest up to 10% of its total assets in securities of other investment companies. In addition, a fund may not own more than 3% of the total outstanding voting stock of any investment company and not more than 5% of the fund’s total assets may be in invested in a particular investment company.

Affiliated Investment Companies The funds may also invest in certain other T. Rowe Price mutual funds as a means of gaining efficient and cost-effective exposure to specific asset classes, provided the investment is consistent with an investing fund’s investment program and policies. Such an investment could allow the fund to obtain the benefits of a more diversified portfolio than might otherwise be available through direct investments in the asset class, and will subject the fund to the risks associated with the particular asset class. Examples of asset classes in which other T. Rowe Price mutual funds invest include high yield bonds, floating rate loans, international bonds, emerging market bonds, and emerging market stocks. To ensure that the fund does not incur duplicate management fees as a result of its investment in another T. Rowe Price fund, the management fee paid by the fund will be reduced in an amount sufficient to offset the fees paid by the underlying fund related to the investment.

Hedge Funds Investments in unregistered hedge funds may be used to gain exposure to certain asset classes. Hedge funds are not subject to the same regulatory requirements as mutual funds and other registered investment companies and an investing fund may not be able to rely on the protections under the 1940 Act that are available to investors in registered investment companies.

There are often advance notice requirements and withdrawal windows which limit investors’ ability to readily redeem shares of a hedge fund. If a hedge fund were to engage in activity deemed inappropriate by a fund or pursue a different strategy than the fund was led to believe, the fund may not be able to withdraw its investment in a hedge fund promptly after a decision has been made to do so, causing the fund to incur a significant loss and adversely affect its total return.

Hedge funds are not required to provide periodic pricing or valuation information to investors, and often engage in leveraging, short-selling, commodities investing and other speculative investment practices that are not fully disclosed and may increase the risk of investment loss. Their underlying holdings and investment strategies are not as transparent to investors or typically as diversified as those of traditional mutual funds, therefore an investing fund is unable to look through to the hedge fund’s underlying investments in determining compliance with its own investment restrictions. As a result, a fund relies primarily on the limited pricing and valuation information provided by the hedge fund managers in order to value its hedge fund investments. The funds attempt, to the extent they are able to do so, to review the valuation methodology utilized by a hedge fund to gauge whether its principles of fair value are consistent with those used by the funds for valuing their own investments. A fund will seek as much information as possible from the hedge fund in order to value its investment and determine the fair value of its interest in the hedge fund based on all relevant circumstances, which may include the most recent value reported by the hedge fund, as well as any other relevant information available at the time the fund values its assets.

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For the various reasons cited above, investments in a hedge fund are considered illiquid by an investing fund. Valuations of illiquid securities involve various judgments and consideration of factors that may be subjective, and there is a risk that inaccurate valuations of hedge fund positions could adversely affect the stated value of the fund. Fund investors should be aware that situations involving uncertainties as to the valuation of portfolio positions could have an adverse effect on the fund’s net assets, which, in turn, would affect amounts paid on redemptions of fund shares if the judgments made regarding appropriate valuations should be proven incorrect. If the net asset value of a fund is not accurate, purchasing or redeeming shareholders may pay or receive too little or too much for their shares and the interests of remaining shareholders may become overvalued or diluted.

Money Funds

Determination of Maturity of Money Market Securities

The funds may only purchase securities which at the time of investment have remaining maturities of 397 calendar days or less, or adjustable rate government securities that may have maturities longer than 397 days but have interest rate resets within 397 days. The other funds may also purchase money market securities. In determining the maturity of money market securities, funds will follow the provisions of Rule 2a-7 under the 1940 Act.

First Tier Money Market Securities Defined

At least 97% of the funds’ total assets will be maintained in first tier money market securities. First tier money market securities are those which are described as First Tier Securities under Rule 2a-7 of the 1940 Act. These include any security with a remaining maturity of 397 days or less, and adjustable rate government securities with longer maturities but interest rate resets within 397 days, that are rated (or that has been issued by an issuer that is rated with respect to a class of short-term debt obligations, or any security within that class that is comparable in priority and security with the security) by any two nationally recognized statistical rating organizations (or if only one NRSRO has issued a rating, that NRSRO) in the highest rating category for short-term debt obligations (within which there may be sub-categories). First Tier Securities also include unrated securities comparable in quality to rated securities, as determined by T. Rowe Price pursuant to written guidelines established in accordance with Rule 2a-7 under the 1940 Act under the supervision of the funds’ Boards.

DERIVATIVES

The funds may use derivatives whose characteristics are consistent with the funds’ investment program.

A derivative is a financial instrument that has a value based on – or “derived from” – the value of other assets, reference rates, or indexes. Derivatives generally take the form of contracts under which the parties agree to payments between them based upon the performance of a wide variety of underlying references, such as stocks, bonds, commodities, interest rates, currency exchange rates, and various domestic and foreign indexes. The main types of derivatives are futures, options, forward contracts, swaps, and hybrid instruments.

Like most other fund investments, derivatives are subject to the risk that the market value of the underlying asset will change in a way detrimental to the funds’ interest. However, the risks associated with the use of derivatives are different from, and potentially much greater than, the risks associated with investing directly in the instruments on which the derivatives are based. Because some derivatives involve leverage, returns can be magnified, either positively or negatively, and adverse changes in the value or level of the underlying asset, reference rate, or index can result in a loss substantially greater than the amount invested in the derivative itself.

Some derivatives are traded on exchanges, while other derivatives are privately negotiated and entered into in the OTC market. Exchange-traded derivatives are traded via specialized derivatives exchanges or other

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securities exchanges. The exchange acts as an intermediary to the transactions and the terms for each type of contract are generally standardized. OTC derivatives are traded between two parties directly without going through a regulated exchange. The terms of the contract are subject to negotiation by the parties to the contract.

OTC derivatives are subject to counterparty risk, whereas the exposure to default for exchange-traded derivatives is assumed by the exchange’s clearinghouse. Counterparty risk is the risk that a party to an OTC derivatives contract may fail to perform on its obligations. A loss may be sustained as a result of the insolvency or bankruptcy of the counterparty, or the failure of the counterparty to make required payments or comply with the terms of the contract. In the event of insolvency of the counterparty, the funds may be unable to liquidate a derivatives position. Because the purchase and sale of an OTC derivative does not have the guarantee of a central clearing organization, the creditworthiness of the counterparty is an additional risk factor that the funds need to consider and monitor.

Futures Contracts

Futures contracts are a type of potentially high-risk derivative.

Transactions in Futures

The funds may enter into futures contracts including stock index, interest rate, and currency futures (“futures” or “futures contracts”).

Interest rate or currency futures contracts may be used as a hedge against changes in prevailing levels of interest rates or currency exchange rates in order to establish more definitely the effective return on securities or currencies held or intended to be acquired by the funds. Interest rate or currency futures can be sold as an offset against the effect of expected increases in interest rates or currency exchange rates and purchased as an offset against the effect of expected declines in interest rates or currency exchange rates.

Futures can also be used as an efficient means of regulating the funds’ exposure to the market.

Index Funds may only enter into futures contracts that are appropriate for their investment programs to provide an efficient means of maintaining liquidity while being invested in the market, to facilitate trading, or to reduce transaction costs. Otherwise, the nature of such futures and the regulatory limitations and risks to which they are subject are the same as those described below.

Stock index futures contracts may be used to provide a hedge for a portion of the funds’ portfolios, as a cash management tool, or as an efficient way to implement either an increase or decrease in portfolio market exposure in response to changing market conditions. The funds may purchase or sell futures contracts with respect to any stock index. Nevertheless, to hedge the funds’ portfolios successfully, the funds must sell futures contracts with respect to indices or subindices whose movements will have a significant correlation with movements in the prices of the funds’ portfolio securities.

The funds will enter into futures contracts that are traded on national (or foreign) futures exchanges and are standardized as to maturity date and underlying financial instrument. A public market exists in futures contracts covering various taxable fixed-income securities as well as municipal bonds. Futures exchanges and trading in the United States are regulated under the Commodity Exchange Act by the Commodity Futures Trading Commission (“CFTC”). Although techniques other than the sale and purchase of futures contracts could be used for the above-referenced purposes, futures contracts offer an effective and relatively low cost means of implementing the funds’ objectives in these areas.

Limitations on Futures

If the funds purchase or sell futures contracts or related options which do not qualify as bona fide hedging under applicable CFTC rules, the aggregate initial margin deposits and premium required to establish those positions cannot exceed 5% of the liquidation value of the funds after taking into account unrealized profits and unrealized losses on any such contracts they have entered into, provided, however, that in the case of an option that is in-the-money at the time of purchase, the in-the-money amount may be excluded in calculating the 5% limitation. For purposes of this policy, options on futures contracts and foreign currency options

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traded on a commodities exchange will be considered “related options.” This policy may be modified by the Boards without a shareholder vote and does not limit the percentage of the funds’ assets at risk to 5%.

In instances involving the purchase of futures contracts or the writing of call or put options thereon by the funds, an amount of cash, liquid assets, or other suitable cover as permitted by the SEC, equal to the market value of the futures contracts and options thereon (less any related margin deposits), will be identified by the funds to cover the position, or alternative cover (such as owning an offsetting position) will be employed. Assets used as cover or held in an identified account cannot be sold while the position in the corresponding option or future is open, unless they are replaced with similar assets. As a result, the commitment of a large portion of the funds’ assets to cover or identified accounts could impede portfolio management or the funds’ ability to meet redemption requests or other current obligations.

If the CFTC or other regulatory authorities adopt different (including less stringent) or additional restrictions, the funds would comply with such new restrictions.

For funds that utilize commodity interests, a notice has been filed on behalf of the funds with the National Futures Association claiming an exclusion from the definition of the term commodity pool operator (“CPO”) under the Commodity Exchange Act, as amended, pursuant to CFTC Rule 4.5. Accordingly, the Price Funds’ investment manager has not been subject to registration or regulation as a CPO.

However, the CFTC has adopted recent amendments to its rules that would limit the ability of a mutual fund to use commodities, futures, swaps and certain other derivatives if its investment adviser does not register with the CFTC as a CPO with respect to the fund. It is expected that all of the Price Funds will normally execute their investment programs within the limits and exemptions prescribed by the CFTC’s rules. As a result, T. Rowe Price does not intend to register with the CFTC as a CPO on behalf of any of the Price Funds. In the event one of the Price Funds engages in transactions that necessitate future registration with the CFTC, T. Rowe Price will register as a CPO and comply with applicable regulations with respect to that fund. Compliance with these additional regulatory requirements could increase the fund’s expenses.

Trading in Futures Contracts

A futures contract provides for the future sale by one party and purchase by another party of a specified amount of a specific financial instrument (e.g., units of a stock index) for a specified price, date, time, and place designated at the time the contract is made. Brokerage fees are incurred when a futures contract is bought or sold and margin deposits must be maintained. Entering into a contract to buy is commonly referred to as buying or purchasing a contract or holding a long position. Entering into a contract to sell is commonly referred to as selling a contract or holding a short position.

Unlike when the funds purchase or sell a security, no price would be paid or received by the funds upon the purchase or sale of a futures contract. Upon entering into a futures contract, and to maintain the funds’ open positions in futures contracts, the funds would be required to deposit in a segregated account with the clearing broker for the futures contract an amount of cash or liquid assets known as “initial margin.” The margin required for a particular futures contract is set by the exchange on which the contract is traded and may be significantly modified from time to time by the exchange during the term of the contract. Futures contracts are customarily purchased and sold on margins that may range upward from less than 5% of the value of the contract being traded.

Financial futures are valued daily at closing settlement prices. If the price of an open futures contract changes (by increase in the case of a sale or by decrease in the case of a purchase) so that the loss on the futures contract reaches a point at which the margin on deposit does not satisfy margin requirements, the clearing broker will require a payment by the funds (“variation margin”) to restore the margin account to the amount of the initial margin.

Subsequent payments (“mark-to-market payments”) to and from the futures clearing broker are made on a daily basis as the price of the underlying assets fluctuates, making the long and short positions in the futures contract more or less valuable. If the value of the open futures position increases in the case of a sale or decreases in the case of a purchase, the funds will pay the amount of the daily change in value to the clearing

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broker. However, if the value of the open futures position decreases in the case of a sale or increases in the case of a purchase, the clearing broker will pay the amount of the daily change in value to the funds.

Although certain futures contracts, by their terms, require actual future delivery of and payment for the underlying instruments, in practice, most futures contracts are usually closed out before the delivery date. Closing out an open futures contract purchase or sale is effected by entering into an offsetting futures contract sale or purchase, respectively, for the same aggregate amount of the identical securities and the same delivery date. If the offsetting purchase price is less than the original sale price, the funds realize a gain; if it is more, the funds realize a loss. Conversely, if the offsetting sale price is more than the original purchase price, the funds realize a gain; if it is less, the funds realize a loss. The transaction costs must also be included in these calculations. There can be no assurance, however, that the funds will be able to enter into an offsetting transaction with respect to a particular futures contract at a particular time. If the funds are not able to enter into an offsetting transaction, the funds will continue to be required to maintain the margin deposits on the futures contract.

As an example of an offsetting transaction in which the underlying instrument is not delivered, the contractual obligations arising from the sale of one contract of September Treasury bills on an exchange may be fulfilled at any time before delivery of the contract is required (i.e., on a specified date in September, the “delivery month”) by the purchase of one contract of September Treasury bills on the same exchange. In such instance, the difference between the price at which the futures contract was sold and the price paid for the offsetting purchase, after allowance for transaction costs, represents the profit or loss to the funds.

Settlement of a stock index futures contract may or may not be in the underlying security. If not in the underlying security, then settlement will be made in cash, equivalent over time to the difference between the contract price and the actual price of the underlying asset (as adjusted by a multiplier) at the time the stock index futures contract expires.

For example, the S&P 500 Stock Index is made up of 500 selected common stocks, most of which are listed on the New York Stock Exchange (“NYSE”). The S&P 500 Index assigns relative weightings to the common stocks included in the index, and the index fluctuates with changes in the market values of those common stocks. In the case of futures contracts on the S&P 500 Index, the contracts are to buy or sell 250 units. Thus, if the value of the S&P 500 Index were $150, one contract would be worth $37,500 (250 units x $150). The stock index futures contract specifies that no delivery of the actual stocks making up the index will take place. Instead, settlement in cash occurs. Over the life of the contract, the gain or loss realized by the funds will equal the difference between the purchase (or sale) price of the contract and the price at which the contract is terminated. For example, if the funds enter into a futures contract to buy 250 units of the S&P 500 Index at a specified future date at a contract price of $150 and the S&P 500 Index is at $154 on that future date, the funds will gain $1,000 (250 units x gain of $4). If the funds enter into a futures contract to sell 250 units of the stock index at a specified future date at a contract price of $150 and the S&P 500 Index is at $152 on that future date, the funds will lose $500 (250 units x loss of $2).

It is possible that hedging activities of funds investing in municipal securities will occur through the use of U.S. Treasury bond futures.

All funds (other than the Money Funds)

Special Risks of Transactions in Futures Contracts

· Volatility and Leverage The prices of futures contracts are volatile and are influenced, among other things, by actual and anticipated changes in the market and interest rates, which in turn are affected by fiscal and monetary policies and national and international political and economic events.

Most U.S. futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day’s settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of futures contract, no trades may be made on that day at a price beyond that limit. The daily limit governs only price movement during a particular trading day and therefore

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does not limit potential losses because the limit may prevent the liquidation of unfavorable positions. Futures contract prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and subjecting some futures traders to substantial losses.

Margin deposits required on futures trading are low. As a result, a relatively small price movement in a futures contract may result in immediate and substantial loss, as well as gain, to the investor. For example, if at the time of purchase, 10% of the value of the futures contract is deposited as margin, a subsequent 10% decrease in the value of the futures contract would result in a total loss of the margin deposit, before any deduction for the transaction costs, if the account were then closed out. A 15% decrease would result in a loss equal to 150% of the original margin deposit, if the contract were closed out. Thus, a purchase or sale of a futures contract may result in losses in excess of the amount invested in the futures contract.

· Fellow Customer Risk The funds are subject to “fellow-customer risk,” which is the risk that one or more customers of a futures commission merchant will default on their obligations and that the resulting losses will be so great that the futures commission merchant will default on its obligations and that margin posted by one customer will be used to cover a loss caused by a different customer.

There are rules that generally prohibit the use of one customer’s funds to meet the obligations of another customer, and that limit the ability to use customer margin posted by non-defaulting customers to satisfy losses caused by defaulting customers, by requiring the futures commission merchant to use its own funds to meet a defaulting customer’s obligations. While a customer’s loss would likely need to be substantial before other customers would be exposed to fellow customer risk, these rules nevertheless permit the commingling of margin and do not limit the mutualization of customer losses from investment losses, custodial failures, or fraud or other causes. If the loss is so great that, notwithstanding the application of the futures commission merchant’s own funds, there is a shortfall in the amount of customer funds required to be held in segregation, the futures commission merchant could default and be placed into bankruptcy. In these circumstances, the Bankruptcy Code provides that non-defaulting customers will share pro-rata in any shortfall. A shortfall in customer segregated funds may also make the transfer of the accounts of non-defaulting customers to another futures commission merchant more difficult.

· Liquidity The funds may elect to close some or all of their futures positions at any time prior to their expiration. The funds would do so to reduce exposure represented by long futures positions or short futures positions. The funds may close their position by taking opposite positions, which would operate to terminate the funds’ position in the futures contracts. Final determinations of mark-to-market payments would then be made, additional cash would be required to be paid by or released to the funds, and the funds would realize a loss or a gain.

Futures contracts may be closed out only on the exchange or board of trade where the contracts were initially traded. Although the funds intend to purchase or sell futures contracts only on exchanges or boards of trade where there appears to be an active market, there is no assurance that a liquid market on an exchange or board of trade will exist for any particular contract at any particular time. In such event, it might not be possible to close a futures contract, and in the event of adverse price movements, the funds would continue to be required to make daily mark-to-market and variation margin payments. However, in the event futures contracts have been used to hedge the underlying instruments, the funds would continue to hold the underlying instruments subject to the hedge until the futures contracts could be terminated. In such circumstances, an increase in the price of underlying instruments, if any, might partially or completely offset losses on the futures contract. However, as described next, there is no guarantee that the price of the underlying instruments will, in fact, correlate with the price movements in the futures contract and thus provide an offset to losses on a futures contract.

· Hedging Risk A decision whether, when, and how to hedge involves skill and judgment, and even a well-conceived hedge may be unsuccessful to some degree because of unexpected market or economic events. There are several risks in connection with the use by the funds of futures contracts as a hedging device. One risk arises because of the imperfect correlation between movements in the prices of the futures contracts and movements in the prices of the underlying instruments which are the subject of the hedge. T. Rowe Price will, however, attempt to reduce this risk by entering into futures contracts whose movements, in its judgment, will

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have a significant correlation with movements in the prices of the funds’ underlying instruments sought to be hedged.

Successful use of futures contracts by the funds for hedging purposes is also subject to T. Rowe Price’s ability to correctly predict movements in the direction of the market. It is possible that, when the funds have sold futures to hedge their portfolios against a decline in the market, the index, indices, or instruments’ underlying futures might advance, and the value of the underlying instruments held in the funds’ portfolios might decline. If this were to occur, the funds would lose money on the futures and also would experience a decline in value in their underlying instruments. However, while this might occur to a certain degree, T. Rowe Price believes that over time the value of the funds’ portfolios will tend to move in the same direction as the market indices used to hedge the portfolio. It is also possible that, if the funds were to hedge against the possibility of a decline in the market (adversely affecting the underlying instruments held in their portfolios) and prices instead increased, the funds would lose part or all of the benefit of increased value of those underlying instruments that it had hedged because it would have offsetting losses in their futures positions. In addition, in such situations, if the funds have insufficient cash, it might have to sell underlying instruments to meet daily mark-to-market and variation margin requirements. Such sales of underlying instruments might be, but would not necessarily be, at increased prices (which would reflect the rising market). The funds might have to sell underlying instruments at a time when it would be disadvantageous to do so.

In addition to the possibility that there might be an imperfect correlation, or no correlation at all, between price movements in the futures contracts and the portion of the portfolio being hedged, the price movements of futures contracts might not correlate perfectly with price movements in the underlying instruments due to certain market distortions. First, all participants in the futures market are subject to margin deposit and maintenance requirements. Rather than meeting additional margin deposit requirements, investors might close futures contracts through offsetting transactions, which could distort the normal relationship between the underlying instruments and futures markets. Second, the margin requirements in the futures market are less onerous than margin requirements in the securities markets and, as a result, the futures market might attract more speculators than the securities markets. Increased participation by speculators in the futures market might also cause temporary price distortions. Due to the possibility of price distortion in the futures market and also because of imperfect correlation between price movements in the underlying instruments and movements in the prices of futures contracts, even a correct forecast of general market trends by T. Rowe Price might not result in a successful hedging transaction over a very short time period.

Options on Futures Contracts

Options (another type of potentially high-risk derivative) on futures are similar to options on underlying instruments, except that options on futures give the purchaser the right, in return for the premium paid, to assume a position in a futures contract (a long position if the option is a call and a short position if the option is a put), rather than to purchase or sell the futures contract at a specified exercise price at any time during the period of the option. Upon exercise of the option, the delivery of the futures position by the writer of the option to the holder of the option will be accompanied by the delivery of the accumulated balance in the writer’s futures margin account, which represents the amount by which the market price of the futures contract, at exercise, exceeds (in the case of a call) or is less than (in the case of a put) the exercise price of the option on the futures contract. Purchasers of options who fail to exercise their options prior to the exercise date suffer a loss of the premium paid. Options on futures contracts are valued daily at the last sale price on its primary exchange at the time at which the net asset value per share of the funds are computed (close of the NYSE, normally at 4 p.m. ET), or, in the absence of such sale, the mean of closing bid and ask prices.

Writing a put option on a futures contract serves as a partial hedge against an increase in the value of securities the funds intend to acquire. If the futures price at expiration of the option is above the exercise price, the funds will retain the full amount of the option premium, which provides a partial hedge against any increase that may have occurred in the price of the debt securities the funds intend to acquire. If the futures price when the option is exercised is below the exercise price, however, the funds will incur a loss, which may be wholly or partially offset by the decrease in the price of the securities the funds intend to acquire.

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Funds investing in municipal securities may trade in municipal bond index option futures or similar options on futures developed in the future. In addition, the funds may trade in options on futures contracts on U.S. government securities and any U.S. government securities futures index contract which might be developed.

From time to time, a single order to purchase or sell futures contracts (or options thereon) may be made on behalf of a fund and other T. Rowe Price funds. Such aggregated orders would be allocated among the fund and the other T. Rowe Price funds in a fair and nondiscriminatory manner.

Call and put options may be purchased or written on financial indices as an alternative to options on futures.

Special Risks of Transactions in Options on Futures Contracts

The risks described under “Special Risks of Transactions in Futures Contracts” are substantially the same as the risks of using options on futures. If the funds were to write an option on a futures contract, it would be required to deposit initial margin and maintain mark-to-market payments in the same manner as a regular futures contract. In addition, where the funds seek to close out an option position by writing or buying an offsetting option covering the same index, underlying instrument, or contract and having the same exercise price and expiration date, their ability to establish and close out positions on such options will be subject to the maintenance of a liquid secondary market. Reasons for the absence of a liquid secondary market on an exchange include the following: (1) there may be insufficient trading interest in certain options; (2) restrictions may be imposed by an exchange on opening transactions or closing transactions or both; (3) trading halts, suspensions, or other restrictions may be imposed with respect to particular classes or series of options, or underlying instruments; (4) unusual or unforeseen circumstances may interrupt normal operations on an exchange; (5) the facilities of an exchange or a clearing corporation may not at all times be adequate to handle current trading volume; or (6) one or more exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of options (or a particular class or series of options), in which event the secondary market on that exchange (or in the class or series of options) would cease to exist, although outstanding options on the exchange that had been issued by a clearing corporation as a result of trades on that exchange would continue to be exercisable in accordance with their terms. There is no assurance that higher-than-anticipated trading activity or other unforeseen events might not, at times, render certain of the facilities of any of the clearing corporations inadequate, and thereby result in the institution by an exchange of special procedures, which may interfere with the timely execution of customers’ orders.

In the event no such market exists for a particular contract in which the funds maintain a position, in the case of a written option, the funds would have to wait to sell the underlying securities or futures positions until the option expires or is exercised. The funds would be required to maintain margin deposits on payments until the contract is closed. Options on futures are treated for accounting purposes in the same way as the analogous option on securities are treated.

In addition, the correlation between movements in the price of options on futures contracts and movements in the price of the securities hedged can only be approximate. This risk is significantly increased when an option on a U.S. government securities future or an option on some type of index future is used as a proxy for hedging a portfolio consisting of other types of securities. Another risk is that if the movements in the price of options on futures contracts and the value of the call increase by more than the increase in the value of the securities held as cover, the funds may realize a loss on the call, which is not completely offset by the appreciation in the price of the securities held as cover and the premium received for writing the call.

The successful use of options on futures contracts requires special expertise and techniques different from those involved in portfolio securities transactions. A decision whether, when, and how to hedge involves skill and judgment, and even a well-conceived hedge may be unsuccessful to some degree because of unexpected market behavior or interest rate trends. During periods when municipal securities market prices are appreciating, the funds may experience poorer overall performance than if it had not entered into any options on futures contracts.

General Considerations Transactions by the funds in options on futures will be subject to limitations established by each of the exchanges, boards of trade, or other trading facilities governing the maximum number of options in each class which may be written or purchased by a single investor or group of investors

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acting in concert, regardless of whether the options are written on the same or different exchanges, boards of trade, or other trading facilities or are held or written in one or more accounts or through one or more brokers. Thus, the number of contracts which the funds may write or purchase may be affected by contracts written or purchased by other investment advisory clients of T. Rowe Price. An exchange, boards of trade, or other trading facility may order the liquidations of positions found to be in excess of these limits, and it may impose certain other sanctions.

Additional Futures and Options Contracts

Although the funds have no current intention of engaging in futures or options transactions other than those described above, it reserves the right to do so. Such futures and options trading might involve risks which differ from those involved in the futures and options described above.

Foreign Futures and Options

Participation in foreign futures and foreign options transactions involves the execution and clearing of trades on, or subject to the rules of, a foreign board of trade. Neither the National Futures Association nor any domestic exchange regulates activities of any foreign boards of trade, including the execution, delivery, and clearing of transactions, or has the power to compel enforcement of the rules of a foreign board of trade or any applicable foreign law. This is true even if the exchange is formally linked to a domestic market so that a position taken on the market may be liquidated by a transaction on another market. Moreover, such laws or regulations will vary depending on the foreign country in which the foreign futures or foreign options transaction occurs. For these reasons, when the funds trade foreign futures or foreign options contracts, it may not be afforded certain of the protective measures provided by the Commodity Exchange Act, the CFTC’s regulations, and the rules of the National Futures Association and any domestic exchange, including the right to use reparations proceedings before the CFTC and arbitration proceedings provided by the National Futures Association or any domestic futures exchange. In particular, proceeds derived from foreign futures or foreign options transactions may not be provided the same protections as proceeds derived from transactions on U.S. futures exchanges. In addition, the price of any foreign futures or foreign options contract and, therefore, the potential profit and loss thereon may be affected by any variance in the foreign exchange rate between the time the funds’ orders are placed and the time they are liquidated, offset, or exercised.

U.S. Treasury Intermediate and U.S. Treasury Long-Term Funds

Limitations on Futures and Options

The funds will not purchase a futures contract or option thereon if, with respect to positions in futures or options on futures which do not represent bona fide hedging, the aggregate initial margin and premiums on such positions would exceed 5% of the funds’ net asset value. In addition, neither of the funds will enter into a futures transaction if it would be obligated to purchase or deliver amounts that would exceed 15% of the funds’ total assets.

The funds will not write a covered call or put option if, as a result, the aggregate market value of all portfolio securities covering call options or subject to delivery under put options exceeds 15% of the market value of the funds’ total assets.

The funds have no current intention of investing in options on individual securities. However, they reserve the right to do so in the future and could be subject to the following limitations: the funds may invest up to 15% of total assets in premiums on put options and 15% of total assets in premiums on call options. The total market value of the funds’ obligations under futures contracts and premiums on purchased options will not exceed 15% of each fund’s total assets.

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All Funds

Foreign Currency Transactions

A forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are principally traded in the interbank market conducted directly between currency traders (usually large, commercial banks) and their customers. A forward contract generally has no deposit requirement, and no commissions are charged at any stage for trades. The funds may enter into forward contracts for a variety of purposes in connection with the management of the foreign securities portion of their portfolios. The funds’ use of such contracts would include, but not be limited to, the following:

First, when the funds enter into a contract for the purchase or sale of a security denominated in a foreign currency, they may desire to “lock in” the U.S. dollar price of the security. By entering into a forward contract for the purchase or sale, for a fixed amount of dollars, of the amount of foreign currency involved in the underlying security transactions, the funds will be able to protect themselves against a possible loss resulting from an adverse change in the relationship between the U.S. dollar and the subject foreign currency during the period between the date the security is purchased or sold and the date on which payment is made or received.

Second, when T. Rowe Price believes that one currency may experience a substantial movement against another currency, including the U.S. dollar, it may enter into a forward contract to sell or buy the amount of the former foreign currency, approximating the value of some or all of the funds’ portfolio securities denominated in such foreign currency. Alternatively, where appropriate, the funds may hedge all or part of their foreign currency exposure through the use of a basket of currencies or a proxy currency where such currency or currencies act as an effective proxy for other currencies. In such a case, the funds may enter into a forward contract where the amount of the foreign currency to be sold exceeds the value of the securities denominated in such currency. The use of this basket hedging technique may be more efficient and economical than entering into separate forward contracts for each currency held in the funds. The precise matching of the forward contract amounts and the value of the securities involved will not generally be possible since the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date the forward contract is entered into and the date it matures. The projection of short-term currency market movement is extremely difficult, and the successful execution of a short-term hedging strategy is highly uncertain. Under normal circumstances, consideration of the prospect for relative currency values will be incorporated into the longer-term investment decisions made with regard to overall diversification strategies. However, T. Rowe Price believes that it is important to have the flexibility to enter into such forward contracts when it determines that the best interests of the funds will be served.

Third, the funds may use forward contracts when the funds wish to hedge out of the dollar into a foreign currency in order to create a synthetic bond or money market instrument–the security would be issued in U.S. dollars but the dollar component would be transformed into a foreign currency through a forward contract.

At the maturity of a forward contract, the funds may sell the portfolio security and make delivery of the foreign currency, or they may retain the security and either extend the maturity of the forward contract (by “rolling” that contract forward) or may initiate a new forward contract.

If the funds retain the portfolio security and engage in an offsetting transaction, the funds will incur a gain or a loss (as described below) to the extent that there has been movement in forward contract prices. If the funds engage in an offsetting transaction, they may subsequently enter into a new forward contract to sell the foreign currency. Should forward prices decline during the period between the funds’ entering into a forward contract for the sale of a foreign currency and the date they enter into an offsetting contract for the purchase of the foreign currency, the funds will realize a gain to the extent the price of the currency they have agreed to sell exceeds the price of the currency they have agreed to purchase. Should forward prices increase, the funds will suffer a loss to the extent the price of the currency they have agreed to purchase exceeds the price of the currency they have agreed to sell. A fund may net any offsetting positions when calculating its aggregate

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market exposure to a particular currency and in managing the portfolio within its limit on the use of foreign currency instruments. This may occur, for instance, where a fund has entered into two forward foreign currency exchange contracts with concurrent settlement dates, and one provides for delivery of currency A and receipt of currency B and the other contract provides for delivery of currency B and receipt of currency A.

The funds may also engage in non-deliverable forward transactions to manage currency risk as well as to gain exposure to a currency, whether or not the fund owns securities denominated in that currency. A non-deliverable forward is a transaction that represents an agreement between a fund and a counterparty to buy or sell a specified amount of a particular currency at an agreed upon foreign exchange rate on a future date. Unlike other currency transactions, there is no physical delivery of the currency on the settlement of a non-deliverable forward transaction. Rather, the fund and the counterparty agree to net the settlement by making a payment in U.S. dollars or another fully convertible currency that represents any difference between the foreign exchange rate agreed upon at the inception of the non-deliverable forward agreement and the actual exchange rate on the agreed upon future date. When currency exchange rates do not move as anticipated, a fund could sustain losses on the non-deliverable forward transaction. This risk is heightened when the transactions involve currencies of emerging market countries.

The funds may enter into forward contracts for any purpose consistent with the funds’ investment objectives and programs. However, the funds will not enter into a forward contract, or maintain exposure to any such contract(s), if the amount of foreign currency required to be delivered thereunder would exceed the funds’ holdings of liquid, high-grade debt securities, currency available for cover of the forward contract(s), or other suitable cover as permitted by the SEC. In determining the amount to be delivered under a contract, the funds may net offsetting positions.

If the value of the assets being used as cover declines or the amount of the fund’s commitment increases because of changes in currency rates, the fund may need to provide additional cash or securities to satisfy its commitment under the forward agreement. The fund is also subject to the risk that it may be delayed or prevented from obtaining payments owed to it under the forward transaction as a result of the insolvency or bankruptcy of the counterparty or the failure of the counterparty to comply with the terms of the contract. There is no assurance that a fund would succeed in pursuing any contractual remedies available under the agreement.

The funds’ dealing in forward foreign currency exchange contracts will generally be limited to the transactions described above. However, the funds reserve the right to enter into forward foreign currency contracts for different purposes and under different circumstances. Of course, the funds are not required to enter into forward contracts with regard to their foreign currency-denominated securities and will not do so unless deemed appropriate by T. Rowe Price. It also should be realized that this method of hedging against a decline in the value of a currency does not eliminate fluctuations in the underlying prices of the securities. It simply establishes a rate of exchange at a future date. Additionally, although such contracts tend to minimize the risk of loss due to a decline in the value of the hedged currency, at the same time, they tend to limit any potential gain which might result from an increase in the value of that currency.

Although the funds value their assets daily in terms of U.S. dollars, they do not intend to convert their holdings of foreign currencies into U.S. dollars on a daily basis. They will do so from time to time, and there are costs associated with currency conversion. Although foreign exchange dealers do not charge a fee for conversion, they do realize a profit based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer may offer to sell a foreign currency to the funds at one rate, while offering a lesser rate of exchange should the funds desire to resell that currency to the dealer.

Federal Tax Treatment of Options, Futures Contracts, and Forward Foreign Exchange Contracts

The funds may enter into certain options, futures, forward foreign exchange contracts, and swaps, including options and futures on currencies. Entering into such transactions can affect the timing and character of the income and gains realized by the funds and the timing and character of fund distributions.

Such contracts, if they qualify as Section 1256 contracts, will be considered to have been closed at the end of the funds’ taxable years and any gains or losses will be recognized for tax purposes at that time. Such gains or

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losses (as well as gains or losses from the normal closing or settlement of such transactions) will be characterized as 60% long-term capital gain (taxable at a maximum rate of 15%) or loss and 40% short-term capital gain or loss regardless of the holding period of the instrument (ordinary income or loss for foreign exchange contracts). The funds will be required to distribute net gains on such transactions to shareholders even though it may not have closed the transaction and received cash to pay such distributions. As a result of recent legislation, swaps are generally excluded from the definition of a Section 1256 contract.

Certain options, futures, forward foreign exchange contracts, and swaps, which offset another security in the fund, including options, futures, and forward exchange contracts on currencies, which offset a foreign dollar-denominated bond or currency position, may be considered straddles for tax purposes. Generally, a loss on any position in a straddle will be subject to deferral to the extent of any unrealized gain in an offsetting position. For securities that were held for one year or less at inception of the straddle, the holding period may be deemed not to begin until the straddle is terminated. If securities comprising a straddle have been held for more than one year at inception of the straddle, losses on offsetting positions may be treated as entirely long-term capital losses even if the offsetting positions have been held for less than one year. However, a fund may choose to comply with certain identification requirements for offsetting positions that are components of a straddle. Losses with respect to identified positions are not deferred, rather the basis of the identified position that offset the loss position is increased.

In order for the funds to continue to qualify for federal income tax treatment as regulated investment companies, at least 90% of their gross income for a taxable year must be derived from qualifying income, e.g., generally dividends, interest, income derived from loans of securities, and gains from the sale of securities or currencies. Tax regulations could be issued limiting the extent to which the net gain realized from options, futures, or forward foreign exchange contracts on currencies is qualifying income for purposes of the 90% requirement.

Entering into certain options, futures, forward foreign exchange contracts, or swaps may result in a “constructive sale” of offsetting stocks or debt securities of the funds. In such case the funds will be required to realize gain, but not loss, on the deemed sale of such positions as if the position were sold on that date.

For certain options, futures, forward foreign exchange contracts, or swaps, the IRS has not issued comprehensive rules relating to the timing and character of income and gains realized on such contracts. It is possible that new tax legislations and new IRS regulations could result in changes to the amounts recorded by the funds, potentially resulting in tax consequences to the funds.

Options

Options are a type of potentially high-risk derivative.

Writing Call Options

The funds may write (sell) American or European style “covered” call options and purchase options to close out options previously written. In writing covered call options, the funds expect to generate additional premium income, which should serve to enhance the funds’ total return and reduce the effect of any price decline of the security, index, or currency involved in the option. Call options will generally be written on securities, indexes, or currencies which, in T. Rowe Price’s opinion, are not expected to have any major price increases or moves in the near future but which, over the long term, are deemed to be attractive investments for the funds.

A call option gives the holder (buyer) the right to purchase, and the writer (seller) has the obligation to sell, a security or currency at a specified price (the exercise price) at expiration of the option (European style) or at any time until a certain date (the expiration date) (American style). Index options are option contracts in which the underlying value is based on the level of a particular securities index. So long as the obligation of the writer of a call option continues, he may be assigned an exercise notice by the broker-dealer through whom such option was sold, requiring him to deliver the underlying security or currency against payment of the exercise price. This obligation terminates upon the expiration of the call option or such earlier time at which the writer effects a closing purchase transaction by repurchasing an option identical to that previously

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sold. To secure his obligation to deliver the underlying security or currency in the case of a call option, a writer is required to deposit in escrow the underlying security or currency or other assets in accordance with the rules of a clearing corporation.

The funds generally will write only covered call options. This means that the funds will either own the security or currency subject to the option or an option to purchase the same underlying security or currency having an exercise price equal to or less than the exercise price of the “covered” option. From time to time, the funds will write a call option that is not covered as indicated above (for example, an option on an index) but where the funds will establish and maintain, with its custodian for the term of the option, an account consisting of cash, U.S. government securities, other liquid high-grade debt obligations, or other suitable cover as permitted by the SEC, having a value equal to the fluctuating market value of the optioned securities or currencies or index level. While such an option would be “covered” with sufficient collateral to satisfy SEC prohibitions on issuing senior securities, this type of strategy would expose the funds to the risks of writing uncovered options, which could result in unlimited losses if a fund writes an uncovered call option.

Portfolio securities or currencies on which call options may be written will be purchased solely on the basis of investment considerations consistent with the funds’ investment objectives. The writing of covered call options is a conservative investment technique believed to involve relatively little risk (in contrast to the writing of naked or uncovered options, which the funds generally will not do) but capable of enhancing the funds’ total return. When writing a covered call option, the funds, in return for the premium, give up the opportunity for profit from a price increase in the underlying security or currency above the exercise price, but conversely retain the risk of loss should the price of the security or currency decline. Unlike one that owns securities or currencies not subject to an option, the funds have no control over when they may be required to sell the underlying securities or currencies, since they may be assigned an exercise notice at any time prior to the expiration of its obligation as a writer. If a call option the funds have written expires, the funds will realize a gain in the amount of the premium; however, such gain may be offset by a decline in the market value of the underlying security or currency during the option period. If the call option is exercised, the funds will realize a gain or loss from the sale of the underlying security or currency. The funds do not consider a security or currency covered by a call to be “pledged” as that term is used in the funds’ policy, which limits the pledging or mortgaging of assets. If the fund writes an uncovered option on a security as described above, it will bear the risk of having to purchase the security subject to the option at a price higher than the exercise price of the option. As the price of a security could appreciate substantially, the funds’ loss could be significant.

The premium received is the market value of an option. The premium the funds will receive from writing a call option will reflect, among other things, the current market price of the underlying security or currency, the relationship of the exercise price to such market price, the historical price volatility of the underlying security or currency, and the length of the option period. Once the decision to write a call option has been made, T. Rowe Price, in determining whether a particular call option should be written on a particular security or currency, will consider the reasonableness of the anticipated premium and the likelihood that a liquid secondary market will exist for those options. The premium received by the funds for writing covered call options will be recorded as a liability of the funds. This liability will be adjusted daily to the option’s current market value, which will be the latest sale price on its primary exchange at the time at which the net asset values per share of the funds are computed (close of the NYSE, normally 4 p.m. ET) or, in the absence of such sale, the mean of closing bid and ask prices. The option will be terminated upon expiration of the option, the purchase of an identical option in a closing transaction, or delivery of the underlying security or currency upon the exercise of the option.

As the seller of an index call option, the fund receives a premium from the purchaser. The purchaser of an index call option has the right to any appreciation in the value of the index over a fixed price (the exercise price) by the expiration date of the option. If the purchaser does not exercise the option, the fund retains the premium. If the purchaser exercises the option, the fund pays the purchaser the difference between the value of the index and the exercise price of the option. The premium, the exercise price, and the value of the index determine the gain or loss realized by the fund as the seller of the index call option. The fund can also repurchase the call option prior to the expiration date, thereby ending its obligation. In this case, the difference between the cost of repurchasing the option and the premium received will determine the gain or loss realized by the fund.

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Closing transactions will be effected in order to realize a profit on an outstanding call option, to prevent an underlying security or currency from being called, or to permit the sale of the underlying security or currency. Furthermore, effecting a closing transaction will permit the funds to write another call option on the underlying security or currency with either a different exercise price or expiration date or both. If the funds desire to sell a particular security or currency from their portfolios on which they have written a call option, or purchased a put option, they will seek to effect a closing transaction prior to, or concurrently with, the sale of the security or currency. There is, of course, no assurance that the funds will be able to effect such closing transactions at favorable prices. If the funds cannot enter into such a transaction, they may be required to hold a security or currency that they might otherwise have sold. When the funds write a covered call option, they run the risk of not being able to participate in the appreciation of the underlying securities or currencies above the exercise price, as well as the risk of being required to hold on to securities or currencies that are depreciating in value. This could result in higher transaction costs. The funds will pay transaction costs in connection with the writing of options to close out previously written options. Such transaction costs are normally higher than those applicable to purchases and sales of portfolio securities.

Call options written by the funds will normally have expiration dates of less than nine months from the date written. The exercise price of the options may be below, equal to, or above the current market values of the underlying securities or currencies at the time the options are written. From time to time, the funds may purchase an underlying security or currency for delivery in accordance with an exercise notice of a call option assigned to it, rather than delivering such security or currency from their portfolios. In such cases, additional costs may be incurred.

The funds will realize a profit or loss from a closing purchase transaction if the cost of the transaction is less or more than the premium received from the writing of the option. Because increases in the market price of a call option will generally reflect increases in the market price of the underlying security or currency, any loss resulting from the repurchase of a call option is likely to be offset in whole or in part by appreciation of the underlying security or currency owned by the funds.

The funds will not write a covered call option if, as a result, the aggregate market value of all portfolio securities or currencies covering written call or put options exceeds 25% of the market value of the funds’ total assets. In calculating the 25% limit, the funds will offset the value of securities underlying purchased calls and puts on identical securities or currencies with identical maturity dates.

Writing Put Options

The funds may write American or European style covered put options and purchase options to close out options previously written by the funds. A put option gives the purchaser of the option the right to sell, and the writer (seller) has the obligation to buy, the underlying security, currency, or index option at the exercise price during the option period (American style) or at the expiration of the option (European style). So long as the obligation of the writer continues, he may be assigned an exercise notice by the broker-dealer through whom such option was sold, requiring him to make payment to the exercise price against delivery of the underlying security or currency. The operation of put options in other respects, including their related risks and rewards, is substantially identical to that of call options.

If the funds write put options, they will do so only on a covered basis. This means that the funds would maintain, in a segregated account, cash, U.S. government securities, other liquid high-grade debt obligations, or other suitable cover as determined by the SEC, in an amount not less than the exercise price. Alternatively, the funds will own an option to sell the underlying security or currency subject to the option having an exercise price equal to or greater than the exercise price of the “covered” option at all times while the put option is outstanding. (The rules of a clearing corporation currently require that such assets be deposited in escrow to secure payment of the exercise price.)

The funds would generally write covered put options in circumstances where T. Rowe Price wishes to purchase the underlying security or currency for the funds’ portfolios at a price lower than the current market price of the security or currency. In such event the funds would write a put option at an exercise price which, reduced by the premium received on the option, reflects the lower price it is willing to pay. Since the funds

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would also receive interest on debt securities or currencies maintained to cover the exercise price of the option, this technique could be used to enhance current return during periods of market uncertainty. The risk in such a transaction would be that the market price of the underlying security or currency would decline below the exercise price, less the premiums received. Such a decline could be substantial and result in a significant loss to the funds. In addition, the funds, because they do not own the specific securities or currencies which they may be required to purchase in exercise of the put, cannot benefit from appreciation, if any, with respect to such specific securities or currencies.

The funds will not write a covered put option if, as a result, the aggregate market value of all portfolio securities or currencies covering put or call options exceeds 25% of the market value of the funds’ total assets. In calculating the 25% limit, the funds will offset the value of securities underlying purchased puts and calls on identical securities or currencies with identical maturity dates.

The premium received by the funds for writing covered put options will be recorded as a liability of the funds. This liability will be adjusted daily to the option’s current market value, which will be the latest sale price on its primary exchange at the time at which the net asset value per share of the funds is computed (close of the NYSE, normally 4 p.m. ET), or, in the absence of such sale, the mean of the closing bid and ask prices.

Purchasing Put Options

The funds may purchase American or European style put options. As the holder of a put option, the funds have the right to sell the underlying security or currency at the exercise price at any time during the option period (American style) or at the expiration of the option (European style). The funds may enter into closing sale transactions with respect to such options, exercise them, or permit them to expire. The funds may purchase put options for defensive purposes in order to protect against an anticipated decline in the value of their securities or currencies.

The funds may purchase a put option on an underlying security or currency (a “protective put”) owned by the funds as a defensive technique in order to protect against an anticipated decline in the value of the security or currency. Such hedge protection is provided only during the life of the put option when the funds, as holder of the put option, are able to sell the underlying security or currency at the put exercise price regardless of any decline in the underlying security’s market price or currency’s exchange value. For example, a put option may be purchased in order to protect unrealized appreciation of a security or currency where T. Rowe Price deems it desirable to continue to hold the security or currency because of tax considerations. The premium paid for the put option and any transaction costs would reduce any capital gain otherwise available for distribution when the security or currency is eventually sold.

The funds may also purchase put options at a time when they do not own the underlying security or currency. By purchasing put options on a security or currency they do not own, the funds seek to benefit from a decline in the market price of the underlying security or currency. If the put option is not sold when it has remaining value and if the market price of the underlying security or currency remains equal to or greater than the exercise price during the life of the put option, the funds will lose their entire investment in the put option. In order for the purchase of a put option to be profitable, the market price of the underlying security or currency must decline sufficiently below the exercise price to cover the premium and transaction costs, unless the put option is sold in a closing sale transaction.

The funds will not commit more than 5% of total assets to premiums when purchasing put options. The premium paid by the funds when purchasing a put option will be recorded as an asset of the funds in the portfolio of investments. This asset will be adjusted daily to the option’s current market value, which will be the latest sale price on its primary exchange at the time at which the net asset values per share of the funds are computed (close of the NYSE, normally 4 p.m. ET) or, in the absence of such sale, the mean of closing bid and ask prices. This asset will be terminated upon expiration of the option, the selling (writing) of an identical option in a closing transaction, or the delivery of the underlying security or currency upon the exercise of the option.

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Purchasing Call Options

The funds may purchase American or European style call options. As the holder of a call option, the funds have the right to purchase the underlying security or currency at the exercise price at any time during the option period (American style) or at the expiration of the option (European style). The funds may enter into closing sale transactions with respect to such options, exercise them, or permit them to expire. The funds may purchase call options for the purpose of increasing their current return or avoiding tax consequences which could reduce their current return. The funds may also purchase call options in order to acquire the underlying securities or currencies. Examples of such uses of call options are provided next.

Call options may be purchased by the funds for the purpose of acquiring the underlying securities or currencies for their portfolios. Utilized in this fashion, the purchase of call options enables the funds to acquire the securities or currencies at the exercise price of the call option plus the premium paid. At times the net cost of acquiring securities or currencies in this manner may be less than the cost of acquiring the securities or currencies directly. This technique may also be useful to the funds in purchasing a large block of securities or currencies that would be more difficult to acquire by direct market purchases. So long as the funds hold such a call option, rather than the underlying security or currency itself, the funds are partially protected from any unexpected decline in the market price of the underlying security or currency and in such event could allow the call option to expire, incurring a loss only to the extent of the premium paid for the option.

The funds may also purchase call options on underlying securities or currencies they own in order to protect unrealized gains on call options previously written by them. A call option would be purchased for this purpose where tax considerations make it inadvisable to realize such gains through a closing purchase transaction. Call options may also be purchased at times to avoid realizing losses.

The funds will not commit more than 5% of total assets to premiums when purchasing call and put options. The premium paid by the funds when purchasing a call option will be recorded as an asset of the funds in the portfolio of investments. This asset will be adjusted daily to the option’s current market value, which will be the latest sale price on its primary exchange at the time at which the net asset values per share of the funds are computed (close of the NYSE, normally 4 p.m. ET), or, in the absence of such sale, the mean of closing bid and ask prices.

Dealer (Over-the-Counter) Options

The funds may engage in transactions involving dealer options. Certain risks, including credit risk and counterparty risk, are specific to dealer options. While the funds would look to a clearing corporation to exercise exchange-traded options, if the funds were to purchase a dealer option, they would rely primarily on the dealer from whom they purchased the option to perform if the option were exercised. Failure by the dealer to do so could result in the loss of the premium paid by the funds as well as loss of the expected benefit of the transaction.

Exchange-traded options generally have a continuous liquid market, while dealer options are less liquid or could have no liquidity. Consequently, the funds will generally be able to realize the value of a dealer option they have purchased only by exercising it or reselling it to the dealer who issued it. Under certain conditions, the funds may also be able to resell or assign a purchased dealer option to another dealer on substantially the same terms. Similarly, when the funds write a dealer option, unless they can assign the option to another dealer, they generally will be able to close out the option prior to its expiration only by entering into a closing purchase transaction with the dealer to which the funds originally wrote the option. While the funds will seek to enter into dealer options only with dealers who will agree to and are expected to be capable of entering into closing transactions with the funds, there can be no assurance that the dealers will consent to the closing transaction nor is it assured that the funds will realize a favorable price. Until the funds, as a covered dealer call option writer, are able to effect a closing purchase transaction, they will not be able to liquidate securities (or other assets) or currencies used as cover until the option expires or is exercised. In the event of insolvency of the counter-party, the funds may be unable to liquidate a dealer option. With respect to options written by the funds, the inability to enter into a closing transaction may result in material losses to the funds.

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The staff of the SEC has taken the position that purchased dealer options and the assets used to secure the written dealer options are illiquid securities. The funds may treat the cover used for written OTC options as liquid if the dealer agrees that the funds may repurchase the OTC option they have written for a maximum price to be calculated by a predetermined formula. In such cases, the OTC option would be considered illiquid only to the extent the maximum repurchase price under the formula exceeds the intrinsic value of the option.

For certain types of OTC options that have substantially similar terms to exchange-traded options, the funds may treat such options, and the underlying cover used for written options, as liquid based on the following factors: (1) the frequency and availability of dealer quotes and the comparability to prices available on an options exchange; (2) the number of dealers willing to purchase or accept assignments of such OTC options; and (3) the nature of the OTC options, their settlement terms and their termination provisions (i.e., the time needed to close out or terminate an OTC position, method of soliciting offers, and mechanics of transfer).

Warrants

Warrants can be highly volatile and have no voting rights, pay no dividends, and have no rights with respect to the assets of the corporation issuing them. Warrants basically are options to purchase securities at a specific price valid for a specific period of time. They do not represent ownership of the securities, but only the right to buy them. Warrants differ from call options in that warrants are issued by the issuer of the security which may be purchased on their exercise, whereas call options may be written or issued by anyone. The prices of warrants do not necessarily move parallel to the prices of the underlying securities.

There are, of course, other types of securities that are or may become available that are similar to the foregoing, and the funds may invest in these securities.

Hybrid Instruments

A hybrid instrument is a debt security, preferred stock, depository share, trust certificate, certificate of deposit, or other evidence of indebtedness on which a portion of or all interest payments, and/or the principal or stated amount payable at maturity, redemption, or retirement is determined by reference to prices, changes in prices, or differences between prices of securities, currencies, intangibles, goods, articles, or commodities (collectively, “underlying assets”) or by another objective index, economic factor, or other measure, such as interest rates, currency exchange rates, commodity indices, and securities indices (collectively, “benchmarks”). Thus, hybrid instruments may take a variety of forms, including, but not limited to, debt instruments with interest or principal payments or redemption terms determined by reference to the value of a currency or commodity or securities index at a future point in time, preferred stock with dividend rates determined by reference to the value of a currency, or convertible securities with the conversion terms related to a particular commodity.

Hybrid instruments can be an efficient means of creating exposure to a particular market, or segment of a market, with the objective of enhancing total return. For example, the funds may wish to take advantage of expected declines in interest rates in several European countries, but avoid the transaction costs associated with buying and currency-hedging the foreign bond positions. One solution would be to purchase a U.S. dollar-denominated hybrid instrument whose redemption price is linked to the average three-year interest rate in a designated group of countries. The redemption price formula would provide for payoffs of greater than par if the average interest rate was lower than a specified level, and payoffs of less than par if rates were above the specified level. Furthermore, the funds could limit the downside risk of the security by establishing a minimum redemption price so that the principal paid at maturity could not be below a predetermined minimum level if interest rates were to rise significantly. The purpose of this arrangement, known as a structured security with an embedded put option, would be to give the funds the desired European bond exposure while avoiding currency risk, limiting downside market risk, and lowering transaction costs. Of course, there is no guarantee that the strategy will be successful, and the funds could lose money if, for example, interest rates do not move as anticipated or credit problems develop with the issuer of the hybrid instruments.

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The risks of investing in hybrid instruments reflect a combination of the risks of investing in securities, options, futures, and currencies. Thus, an investment in a hybrid instrument may entail significant risks that are not associated with a similar investment in a traditional debt instrument that has a fixed principal amount, is denominated in U.S. dollars, or bears interest either at a fixed rate or a floating rate determined by reference to a common, nationally published benchmark. The risks of a particular hybrid instrument will, of course, depend upon the terms of the instrument, but may include, without limitation, the possibility of significant changes in the benchmarks or the prices of underlying assets to which the instrument is linked. Such risks generally depend upon factors which are unrelated to the operations or credit quality of the issuer of the hybrid instrument and which may not be readily foreseen by the purchaser, such as economic and political events, the supply of and demand for the underlying assets, and interest rate movements. In recent years, various benchmarks and prices for underlying assets have been highly volatile, and such volatility may be expected in the future. Reference is also made to the discussion of futures, options, and forward contracts herein for a discussion of the risks associated with such investments.

Hybrid instruments are potentially more volatile and can carry greater market risks than traditional debt instruments. Depending on the structure of the particular hybrid instrument, changes in a benchmark may be magnified by the terms of the hybrid instrument and have an even more dramatic and substantial effect upon the value of the hybrid instrument. Also, the prices of the hybrid instrument and the benchmark or underlying asset may not move in the same direction or at the same time.

Hybrid instruments may bear interest or pay preferred dividends at below market (or even relatively nominal) rates. Alternatively, hybrid instruments may bear interest at above market rates but bear an increased risk of principal loss (or gain). The latter scenario may result if “leverage” is used to structure the hybrid instrument. Leverage risk occurs when the hybrid instrument is structured so that a given change in a benchmark or underlying asset is multiplied to produce a greater value change in the hybrid instrument, thereby magnifying the risk of loss as well as the potential for gain.

Hybrid instruments may also carry liquidity risk since the instruments are often “customized” to meet the portfolio needs of a particular investor, and therefore, the number of investors that are willing and able to buy such instruments in the secondary market may be smaller than that for more traditional debt securities. In addition, because the purchase and sale of hybrid instruments could take place in an OTC market without the guarantee of a central clearing organization or in a transaction between the fund and the issuer of the hybrid instrument, the creditworthiness of the counterparty or issuer of the hybrid instrument would be an additional risk factor which the funds would have to consider and monitor. Hybrid instruments also may not be subject to regulation by the CFTC, which generally regulates the trading of commodity futures by U.S. persons, the SEC, which regulates the offer and sale of securities by and to U.S. persons, or any other governmental regulatory authority.

Swap Agreements

A number of the funds may enter into interest rate, index, total return, credit, and, to the extent they may invest in foreign currency-denominated securities, currency rate swap agreements. The funds may also enter into options on swap agreements (“swaptions”) on the types of swaps listed above as well as swap forwards.

Swap agreements are typically two-party contracts entered into primarily by institutional investors for a specified period of time. In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on a particular predetermined investment, index, or currency. The gross returns to be exchanged or swapped between the parties are generally calculated with respect to a notional amount, i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a basket of securities representing a particular index. A swaption is a contract that gives a counterparty the right (but not the obligation) to enter into a new swap agreement or to shorten, extend, cancel, or otherwise modify an existing swap agreement at some designated future time on specified terms. The funds may write (sell) and purchase put and call swaptions. A swap forward is an agreement to enter into a swap agreement at some point in the future, usually in 3 to 6 months.

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One example of the use of swaps by the funds is to manage the interest rate sensitivity of the funds. The funds might receive or pay a fixed-rate interest rate of a particular maturity and pay or receive a floating rate in order to increase or decrease the duration of the funds. Or, the funds may buy or sell swaptions to effect the same result. The funds may also replicate a security by selling it, placing the proceeds in cash deposits, and receiving a fixed rate in the swap market.

Another example is the use of credit default swaps to buy or sell credit protection. A credit default swap is a contract that enables an investor to buy or sell protection against a predetermined issuer credit event. The seller of a credit default swap may enhance income by guaranteeing the creditworthiness of the debt issuer and the buyer is provided with protection against credit risks of the issuer. Market supply and demand factors may cause distortions between the cash securities market and the default swap market.

Most swap agreements entered into by the funds would calculate the obligations of the parties to the agreement on a “net basis.” Consequently, the funds’ current obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the “net amount”). The funds’ current obligations under a net swap agreement will be accrued daily (offset against any amounts owed to the funds) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by assets determined to be liquid by T. Rowe Price.

The use of swap agreements by the funds entails certain risks. Interest rate and currency swaps could result in losses if interest rate or currency changes are not correctly anticipated by the funds. Total return swaps could result in losses if the reference index, security, or investments do not perform as anticipated by the funds. Credit default swaps could result in losses if the funds do not correctly evaluate the creditworthiness of the company on which the credit default swap is based.

The funds will generally incur a greater degree of risk when it writes a swaption than when it purchases a swaption. When the funds purchase a swaption it risks losing only the amount of the premium they have paid should they decide to let the option expire unexercised. However, when the funds write a swaption they will become obligated, upon exercise of the option, according to the terms of the underlying agreement.

Because swaps are two-party contracts and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid. Moreover, the funds bear the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. The funds will enter into swap agreements only with counterparties that meet certain standards of creditworthiness. The swaps market is largely unregulated. It is possible that developments in the swaps market, including potential government regulation, could adversely affect the funds’ ability to terminate existing swap agreements or to realize amounts to be received under such agreements.

There are other types of securities that are or may become available that are similar to the foregoing, and the funds may invest in these securities.

PORTFOLIO MANAGEMENT PRACTICES

Lending of Portfolio Securities

Securities loans may be made by the funds to broker-dealers, institutional investors, or other persons pursuant to agreements requiring that the loans be continuously secured by collateral at least equal at all times to the value of the securities lent, marked to market on a daily basis. The collateral received will consist of cash, U.S. government securities, letters of credit, or such other collateral as may be permitted under the funds’ investment program. The collateral, in turn, is invested in short-term securities, including shares of a T. Rowe Price internal money fund or short-term bond fund. While the securities are being lent, the funds making the loan will continue to receive the equivalent of the interest or dividends paid by the issuer on the securities, as well as a portion of the interest on the investment of the collateral. Normally, the funds employ an agent to

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implement their securities lending program and the agent receives a fee from the funds for its services. The funds have a right to call each loan and obtain the securities within such period of time that coincides with the normal settlement period for purchases and sales of such securities in the respective markets. The funds will not have the right to vote on securities while they are being lent, but they may call a loan in anticipation of any important vote, when practical. The risks in lending portfolio securities, as with other extensions of secured credit, consist of a possible default by the borrower, delay in receiving additional collateral or in the recovery of the securities, or possible loss of rights in the collateral, should the borrower fail financially. Loans will be made only if, in the judgment of T. Rowe Price, the consideration to be earned from such loans would justify the risk. Additionally, the funds bear the risk that the reinvestment of collateral will result in a principal loss. Finally, there is also the risk that the price of the securities will increase while they are on loan and the collateral will not adequately cover their value.

Borrowing and Lending

The Price Funds are parties to an interfund lending exemptive order received from the SEC on December 8, 1998, amended on November 23, 1999, that permits them to borrow money from and/or lend money to other funds in the T. Rowe Price complex. All loans are set at an interest rate between the rates charged on overnight repurchase agreements and short-term bank loans. All loans are subject to numerous conditions designed to ensure fair and equitable treatment of all participating funds. The program is subject to the oversight and periodic review of the Boards of the Price Funds.

In addition, the Floating Rate Fund, Floating Rate Multi-Sector Account Portfolio, Global Allocation Fund, and Institutional Floating Rate Fund have entered into a committed line of credit facility provided by JPMorgan Chase Bank, N.A., pursuant to which the funds may borrow up to $200 million in order to provide them with temporary liquidity on a first-come, first-served basis. Interest is charged to the borrowing fund at a rate equal to 1.25% plus the greater of (a) the Federal Funds rate or (b) the one-month LIBOR. A commitment fee, equal to 0.10% per year of the average daily undrawn commitment, is allocated to the participating funds based on each fund’s relative net assets. Loans are generally unsecured; however, the fund must collateralize any borrowings under the facility on an equivalent basis if it has other collateralized borrowings.

Repurchase Agreements

The funds may enter into a repurchase agreement through which an investor (such as the funds) purchases securities (known as the “underlying security”) from well-established securities dealers or banks that are members of the Federal Reserve System. Any such dealer or bank will be on T. Rowe Price’s approved list. At that time, the bank or securities dealer agrees to repurchase the underlying security at the same price, plus specified interest. Repurchase agreements are generally for a short period of time, often less than a week. Repurchase agreements that do not provide for payment within seven days will be treated as illiquid securities. The funds will enter into repurchase agreements only where (1) the underlying securities are of the type (excluding maturity limitations) which the funds’ investment guidelines would allow them to purchase directly, (2) the market value of the underlying security, including interest accrued, will be at all times equal to or exceed the value of the repurchase agreement, and (3) payment for the underlying security is made only upon physical delivery or evidence of book-entry transfer to the account of the custodian or a bank acting as agent. In the event of a bankruptcy or other default of a seller of a repurchase agreement, the funds could experience both delays in liquidating the underlying security and losses, including: (a) possible decline in the value of the underlying security during the period while the funds seek to enforce their rights thereto; (b) possible subnormal levels of income and lack of access to income during this period; and (c) expenses of enforcing their rights.

Reverse Repurchase Agreements

Although the funds have no current intention of engaging in reverse repurchase agreements, they reserve the right to do so. Reverse repurchase agreements are ordinary repurchase agreements in which a fund is the seller of, rather than the investor in, securities and agrees to repurchase them at an agreed upon time and price. Use of a reverse repurchase agreement may be preferable to a regular sale and later repurchase of the securities

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because it avoids certain market risks and transaction costs. A reverse repurchase agreement may be viewed as a type of borrowing by the funds, subject to Investment Restriction (1). (See “Investment Restrictions.”)

Cash Reserves

The funds may invest their cash reserves primarily in one or more money market funds or short-term bond funds established for the exclusive use of the T. Rowe Price family of mutual funds and other clients of T. Rowe Price. Currently, two such money market funds are in operation and used for cash reserves management: the TRP Government Reserve Investment Fund and TRP Reserve Investment Fund. In addition, two such short-term bond funds may be used for cash reserves management: the T. Rowe Price Short-Term Government Reserve Fund and T. Rowe Price Short-Term Reserve Fund. Each of the four funds is a series of the T. Rowe Price Reserve Investment Funds, Inc. These funds were created and operate under an exemptive order issued by the SEC. Additional money market funds or short-term bonds may be created in the future.

TRP Government Reserve Investment Fund and TRP Reserve Investment Fund comply with the requirements of Rule 2a-7 under the 1940 Act governing money market funds. T. Rowe Price Short-Term Government Reserve Fund and T. Rowe Price Short-Term Reserve Fund generally comply with the risk-limiting conditions of Rule 2a-7, although they are not regulated under Rule 2a-7 and do not use amortized cost in an effort to maintain a stable $1.00 share price. TRP Government Reserve Investment Fund and T. Rowe Price Short-Term Government Reserve Fund invest primarily in a portfolio of U.S. government-backed securities, primarily U.S. Treasury securities and repurchase agreements thereon.

The TRP Reserve Funds provide an efficient means of managing the cash reserves of the T. Rowe Price funds. While none of the TRP Reserve Funds pays an advisory fee to T. Rowe Price, each will incur other expenses. However, the TRP Reserve Funds are expected by T. Rowe Price to operate at very low expense ratios. The Price Funds will only invest in the TRP Reserve Funds to the extent consistent with their investment objectives and programs.

None of the funds is insured or guaranteed by the FDIC or any other government agency. Although the TRP Government Reserve Investment Fund and TRP Reserve Investment Fund seek to maintain a stable net asset value of $1.00 per share, it is possible to lose money by investing in them.

Floating Rate, High Yield, Institutional Floating Rate, and Institutional High Yield Funds

Short Sales

The funds may make short sales for hedging purposes to protect them against companies whose credit is deteriorating. Short sales are transactions in which the funds sell a security they do not own in anticipation of a decline in the market value of that security. The funds’ short sales would be limited to situations where the funds own a debt security of a company and would sell short the common or preferred stock or another debt security at a different level of the capital structure of the same company. No securities will be sold short if, after the effect is given to any such short sale, the total market value of all securities sold short would exceed 2% of the value of the funds’ net assets.

To complete a short-sale transaction, the funds must borrow the security to make delivery to the buyer. The funds then are obligated to replace the security borrowed by purchasing it at the market price at the time of replacement. The price at such time may be more or less than the price at which the security was sold by the fund. Until the security is replaced, the funds are required to pay to the lender amounts equal to any dividends or interest which accrue during the period of the loan. To borrow the security, the funds also may be required to pay a premium, which would increase the cost of the security sold. The proceeds of the short sale will be retained by the broker, to the extent necessary to meet margin requirements, until the short position is closed out.

Until the funds replace a borrowed security in connection with a short sale, the funds will: (a) maintain daily a segregated account, containing cash, U.S. government securities, or other suitable cover as permitted by the SEC, at such a level that (i) the amount deposited in the account plus the amount deposited with the broker as collateral will equal the current value of the security sold short and (ii) the amount deposited in the segregated

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account plus the amount deposited with the broker as collateral will not be less than the market value of the security at the time it was sold short; or (b) otherwise cover its short position.

The funds will incur a loss as a result of the short sale if the price of the security sold short increases between the date of the short sale and the date on which the funds replace the borrowed security. The funds will realize a gain if the security sold short declines in price between those dates. This result is the opposite of what one would expect from a cash purchase of a long position in a security. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of any premium, dividends, or interest the funds may be required to pay in connection with a short sale. Any gain or loss on the security sold short would be separate from a gain or loss on the funds’ security being hedged by the short sale.

The Taxpayer Relief Act of 1997 requires a mutual fund to recognize gain upon entering into a constructive sale of stock, a partnership interest, or certain debt positions occurring after June 8, 1997. A constructive sale is deemed to occur if the funds enter into a short sale, an offsetting notional principal contract, or a futures or forward contract which is substantially identical to the appreciated position. Some of the transactions in which the funds are permitted to invest may cause certain appreciated positions in securities held by the funds to qualify as a “constructive sale,” in which case it would be treated as sold and the resulting gain subjected to tax or, in the case of a mutual fund, distributed to shareholders. If this were to occur, a fund would be required to distribute such gains even though it would receive no cash until the later sale of the security. Such distributions could reduce the amount of cash available for investment by the funds. Because these rules do not apply to “straight” debt transactions, it is not anticipated that they will have a significant impact on the funds; however, the effect cannot be determined until the issuance of clarifying regulations.

INVESTMENT RESTRICTIONS

Fundamental policies may not be changed without the approval of the lesser of (1) 67% of the funds’ shares present at a meeting of shareholders if the holders of more than 50% of the outstanding shares are present in person or by proxy or (2) more than 50% of the funds’ outstanding shares. Other restrictions in the form of operating policies are subject to change by the funds’ Boards without shareholder approval. Any investment restriction which involves a maximum percentage of securities or assets shall not be considered to be violated unless an excess over the percentage occurs immediately after, and is caused by, an acquisition of securities or assets of, or borrowings by, the funds. With the exception of the diversification test required by the Code, calculation of the funds’ total assets for compliance with any of the following fundamental or operating policies or any other investment restrictions set forth in the funds’ prospectuses or SAI will not include collateral held in connection with securities lending activities. For purposes of the tax diversification test, calculation of the funds’ total assets will include investments made with cash received by the funds as collateral for securities loaned. The diversification test required by the Code is set forth in the prospectuses of the funds referred to by name in restrictions (8) and (9) below.

Fundamental Policies

As a matter of fundamental policy, the funds may not:

(1) (a) Borrowing (All funds except Spectrum Funds) Borrow money, except that the funds may (i) borrow for non-leveraging, temporary, or emergency purposes; and (ii) engage in reverse repurchase agreements and make other investments or engage in other transactions, which may involve a borrowing, in a manner consistent with the funds’ investment objectives and programs, provided that the combination of (i) and (ii) shall not exceed 33% of the value of the funds’ total assets (including the amount borrowed) less liabilities (other than borrowings) or such other percentage permitted by law. Any borrowings which come to exceed this amount will be reduced in accordance with applicable law. The funds may borrow from banks, other Price Funds, or other persons to the extent permitted by applicable law;

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 (b) Borrowing (Spectrum Funds) Borrow money, except the funds may borrow from banks or other Price Funds as a temporary measure for extraordinary or emergency purposes, and then only in amounts not exceeding 30% of total assets valued at market. The funds will not borrow in order to increase income (leveraging), but only to facilitate redemption requests which might otherwise require untimely disposition of portfolio securities. Interest paid on any such borrowings will reduce net investment income;

(2) (a) Commodities (All funds except Global Allocation, Institutional Long Duration Credit, Spectrum Growth, Spectrum Income Funds, and TRFs) Purchase or sell physical commodities, except that the funds (other than the Money Funds) may enter into futures contracts and options thereon;

 (b) Commodities (Spectrum Growth and Spectrum Income Funds) Purchase or sell commodities or commodity or futures contracts;

 (c) Commodities (Global Allocation Fund, Institutional Long Duration Credit Fund, and TRFs) Purchase or sell commodities except to the extent permitted by applicable law;

(3) Equity Securities (Summit Municipal Funds) Purchase equity securities or securities convertible into equity securities;

(4) (a) Industry Concentration (All funds except Equity Index 500, Extended Equity Market Index, Health Sciences, International Equity Index, Financial Services, Global Infrastructure, Global Real Estate, Prime Reserve, Real Estate, TRP Reserve, Retirement, Spectrum, Summit Cash Reserves, Total Equity Market Index, and U.S. Bond Enhanced Index Funds) Purchase the securities of any issuer if, as a result, more than 25% of the value of the funds’ total assets would be invested in the securities of issuers having their principal business activities in the same industry;

 (b) Industry Concentration (Financial Services, Global Infrastructure, Global Real Estate, Health Sciences, and Real Estate Funds) Purchase the securities of any issuer if, as a result, more than 25% of the value of the funds’ total assets would be invested in the securities of issuers having their principal business activities in the same industry, provided, however, that (i) the Health Sciences Fund will invest more than 25% of its total assets in the health sciences industry as defined in the fund’s prospectus; (ii) the Financial Services Fund will invest more than 25% of its total assets in the financial services industry as defined in the fund’s prospectus; (iii) the Global Infrastructure Fund will invest more than 25% of its total assets in the infrastructure industry as defined in the fund’s prospectus; and (iv) the Global Real Estate and Real Estate Funds will invest more than 25% of their total assets in the real estate industry as defined in the funds’ prospectuses;

 (c) Industry Concentration (Equity Index 500, Extended Equity Market Index, International Equity Index, Total Equity Market Index, and U.S. Bond Enhanced Index Funds) Purchase the securities of any issuer if, as a result, more than 25% of the value of the fund’s total assets would be invested in the securities of issuers having their principal business activities in the same industry, except that the fund will invest more than 25% of the value of its total assets in issuers having their principal business activities in the same industry to the extent necessary to replicate the index that the fund uses as its benchmark as set forth in its prospectus;

 (d) Industry Concentration (Prime Reserve, TRP Reserve, and Summit Cash Reserves Funds) Purchase the securities of any issuer if, as a result, more than 25% of the value of the funds’ total assets would be invested in the securities of issuers having their principal business activities in the same industry, provided, however, that this limitation does not apply to securities of the banking industry including, but not limited to, certificates of deposit and banker’s acceptances;

 (e) Concentration (Retirement and Spectrum Funds) Concentrate in any industry, except that the funds will concentrate (invest more than 25% of total assets) in the mutual fund industry;

(5) (a) Loans (All funds except Retirement and Spectrum Funds) Make loans, although the funds may (i) lend portfolio securities and participate in an interfund lending program with other Price Funds provided that no such loan may be made if, as a result, the aggregate of such loans would exceed 33% of the value of the funds’ total assets; (ii) purchase money market securities and enter into

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repurchase agreements; and (iii) acquire publicly distributed or privately placed debt securities and purchase debt;

 (b) Loans (Retirement and Spectrum Funds) Make loans, although the funds may purchase money market securities and enter into repurchase agreements;

(6) Margin (Spectrum Funds) Purchase securities on margin, except for use of short-term credit necessary for clearance of purchases of portfolio securities;

(7) Mortgaging (Spectrum Funds) Mortgage, pledge, hypothecate, or, in any manner, transfer any security owned by the funds as security for indebtedness, except as may be necessary in connection with permissible borrowings, in which event such mortgaging, pledging, or hypothecating may not exceed 30% of the funds’ total assets, valued at market;

(8) Percent Limit on Assets Invested in Any One Issuer (All funds except Africa & Middle East, Emerging Europe, Emerging Markets Bond, Emerging Markets Corporate Multi-Sector Account Portfolio, Emerging Markets Local Currency Bond, Emerging Markets Local Multi-Sector Account Portfolio, Global Real Estate, Institutional Africa & Middle East, Institutional Concentrated International Equity, Institutional Emerging Markets Bond, Institutional International Bond, Institutional Large-Cap Growth, International Bond, Latin America, New Asia, RDFs, and Spectrum Funds, and the State Tax-Free Income Trust) Purchase a security if, as a result, with respect to 75% of the value of the funds’ total assets, more than 5% of the value of the funds’ total assets would be invested in the securities of a single issuer, except for cash, securities issued or guaranteed by the U.S. government, its agencies, or instrumentalities and securities of other investment companies;

(9) Percent Limit on Share Ownership of Any One Issuer (All funds except Africa & Middle East, Emerging Europe, Emerging Markets Bond, Emerging Markets Corporate Multi-Sector Account Portfolio, Emerging Markets Local Currency Bond, Emerging Markets Local Multi-Sector Account Portfolio, Global Real Estate, Institutional Africa & Middle East, Institutional Concentrated International Equity, Institutional Emerging Markets Bond, Institutional International Bond, Institutional Large-Cap Growth, International Bond, Latin America, New Asia, RDFs, and Spectrum Funds, and the State Tax-Free Income Trust) Purchase a security if, as a result, with respect to 75% of the value of the funds’ total assets, more than 10% of the outstanding voting securities of any issuer would be held by the funds (other than obligations issued or guaranteed by the U.S. government, its agencies, or instrumentalities);

(10) (a) Real Estate (All funds except Retirement and Spectrum Funds) Purchase or sell real estate, including limited partnership interests therein, unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the funds from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate business);

 (b) Real Estate (Retirement and Spectrum Funds) Purchase or sell real estate, including limited partnership interests therein, unless acquired as a result of ownership of securities or other instruments (although the funds may purchase money market securities secured by real estate or interests therein, or issued by companies or investment trusts which invest in real estate or interests therein);

(11) (a) Senior Securities (All funds except Spectrum Funds) Issue senior securities except in compliance with the 1940 Act;

 (b) Senior Securities (Spectrum Funds) Issue senior securities;

(12) Short Sales (Spectrum Funds) Effect short sales of securities;

(13) Taxable Securities (California Tax-Free Income Trust, State Tax-Free Income Trust, and Tax-Free Funds) During periods of normal market conditions, purchase any security if, as a result, less than 80% of the funds’ income would be exempt from federal and, if applicable, any state, city, or local income tax. Normally, the funds will not purchase a security if, as a result, more than 20% of the funds’ income would be subject to the AMT; or

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(14) Underwriting Underwrite securities issued by other persons, except to the extent that the funds may be deemed to be an underwriter within the meaning of the 1933 Act in connection with the purchase and sale of fund portfolio securities in the ordinary course of pursuing their investment programs.

NOTES

 The following Notes should be read in connection with the above-described fundamental policies. The Notes are not fundamental policies.

 Money funds With respect to investment restriction (1), the funds have no current intention of engaging in any borrowing transactions.

 All funds except RDFs and Spectrum Funds With respect to investment restriction (2), the funds do not consider currency contracts or hybrid investments to be commodities.

 All funds except Retirement and Spectrum Funds For purposes of investment restriction (4):

· U.S., state, or local governments, or related agencies or instrumentalities, are not considered an industry.

· For the International Equity Funds (except for the Japan Fund), Tax-Efficient Equity, and Equity Funds except Financial Services, Global Infrastructure, Global Technology, Media & Telecommunications, New Era, Real Assets, and Science & Technology Funds, industries are determined by reference to the classifications of industries and sub-industries set forth in the Morgan Stanley Capital International/Standard & Poor’s (MSCI/S&P) Global Industry Classification Standard. For the Japan Fund, industries are determined by reference to the industries and sub-industries set forth by the Tokyo Stock Price Index (TOPIX) industry structure. For Financial Services, Global Infrastructure, Global Technology, Media & Telecommunications, New Era, Real Assets, and Science & Technology Funds, industries are determined by reference to industry classifications set forth in their semiannual and annual reports. For the Corporate Income, Inflation Focused Bond, Inflation Protected Bond, Institutional Core Plus, Institutional Long Duration Credit, Investment-Grade Corporate Multi-Sector Account Portfolio, New Income, Short-Term Bond, Strategic Income, and U.S. Bond Enhanced Index Funds, and the fixed-income investments of the Balanced, Global Allocation, and Personal Strategy Funds, industries are determined by reference to the classifications of industries and sub-industries set forth in the Barclays Capital Global Aggregate Bond Index. However, for the Corporate Income Fund, Institutional Long Duration Credit Fund, and Investment-Grade Corporate Multi-Sector Account Portfolio, an issuer that is classified by Barclays Capital as a banking company, but which has its principal business activities in a different industry, will be considered to belong to the industry in which it has its principal business activities. For the Emerging Markets Bond, Emerging Markets Corporate Multi-Sector Account Portfolio, Emerging Markets Corporate Bond, Emerging Markets Local Currency Bond, Emerging Markets Local Multi-Sector Account Portfolio, Floating Rate, Floating Rate Multi-Sector Account Portfolio, GNMA, High Yield, High Yield Multi-Sector Account Portfolio, Institutional Emerging Markets Bond, Institutional Floating Rate, Institutional High Yield, Institutional International Bond, International Bond, Mortgage-Backed Securities Multi-Sector Account Portfolio, Prime Reserve, TRP Reserve, Summit Income, U.S. Treasury, and Ultra Short-Term Bond Funds, industries are determined by reference to industry classifications set forth in their semiannual and annual reports. Annual changes by MSCI/S&P, TOPIX, or Barclays Capital to their classifications will be implemented within 30 days after the effective date of the change. The Africa & Middle East Fund, Institutional Africa & Middle East Fund, and Latin America Fund consider telecommunications and banking companies of a single country to be separate industries from telecommunications and banking companies of any other country. It is the position of the staff of the SEC that foreign governments are industries for purposes of this restriction. For as long as this staff position is in effect, the International Bond Funds will not invest more than 25% of total assets in the securities of any single foreign governmental issuer. For purposes of this restriction, governmental entities are considered separate issuers.

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 All funds except Summit Income and U.S. Bond Enhanced Index Funds For purposes of investment restriction (5), the funds will consider the acquisition of a debt security to include the execution of a note or other evidence of an extension of credit with a term of more than nine months.

 All funds except Spectrum Funds For purposes of investment restrictions (8) and (9), the funds will treat bonds which are refunded with escrowed U.S. government securities as U.S. government securities.

 Taxable Bond and Money Funds For purposes of investment restrictions (8) and (9), the funds will consider a repurchase agreement fully collateralized with U.S. government securities to be U.S. government securities.

 With respect to investment restriction (11), under the 1940 Act, an open-end investment company can borrow money from a bank provided that immediately after such borrowing there is asset coverage of at least 300% for all borrowings. If the asset coverage falls below 300%, the company must, within three business days, reduce the amount of its borrowings to satisfy the 300% requirement.

 For purposes of investment restriction (13), the funds measure the amount of their income from taxable securities, including AMT securities, over the course of the funds’ taxable year.

Operating Policies

As a matter of operating policy, the funds may not:

(1) Borrowing (All funds except Global Allocation Fund) Purchase additional securities when money borrowed exceeds 5% of total assets;

(2) Control of Portfolio Companies Invest in companies for the purpose of exercising management or control;

(3) Equity Securities (California Tax-Free Income Trust, State Tax-Free Income Trust, and Tax-Free Funds) Purchase any equity security or security convertible into an equity security, provided that the funds (other than the Money Funds) may invest up to 10% of total assets in equity securities, which pay tax-exempt dividends and which are otherwise consistent with the funds’ investment objectives and, further provided, that Money Funds may invest up to 10% of total assets in equity securities of other tax-free open-end money market funds;

(4) Forward Currency Contracts (Retirement and Spectrum Funds) Purchase forward currency contracts, although the funds reserve the right to do so in the future;

(5) (a) Futures Contracts (All funds except Money Funds and Retirement and Spectrum Funds) Purchase a futures contract or an option thereon if, with respect to positions in futures or options on futures which do not represent bona fide hedging, the aggregate initial margin and premiums on such options would exceed 5% of the funds’ net asset value;

 (b) Futures (Retirement and Spectrum International Funds) Purchase futures, although the funds reserve the right to do so in the future;

 (c) Futures (Spectrum Growth and Spectrum Income Funds) Invest in futures;

(6) Illiquid Securities Purchase illiquid securities if, as a result, more than 15% of net assets (10% of net assets for Spectrum Funds and 5% of total assets for Money Funds) would be invested in such securities;

(7) Investment Companies (All funds except Retirement and Spectrum Funds) Purchase securities of open-end or closed-end investment companies except (i) securities of the TRP Reserve Funds (provided that the investing fund does not invest more than 25% of its net assets in such funds); (ii) securities of T. Rowe Price institutional funds; (iii) in the case of the Money Funds, only securities of other money market funds; or (iv) otherwise consistent with the 1940 Act;

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(8) Margin (All funds except Spectrum Funds) Purchase securities on margin, except (i) for use of short-term credit necessary for clearance of purchases of portfolio securities and (ii) they may make margin deposits in connection with futures contracts or other permissible investments;

(9) Mortgaging (All funds except Spectrum Funds) Mortgage, pledge, hypothecate, or, in any manner, transfer any security owned by the funds as security for indebtedness, except as may be necessary in connection with permissible borrowings or investments, and then such mortgaging, pledging, or hypothecating may not exceed 33% of the funds’ total assets at the time of borrowing or investment;

(10) Oil and Gas Programs Purchase participations or other direct interests in or enter into leases with respect to oil, gas, or other mineral exploration or development programs if, as a result thereof, more than 5% of the value of the total assets of the funds would be invested in such programs;

(11) (a) Options, etc. (All funds except Retirement and Spectrum Funds) Invest in options in excess of the limits set forth in the funds’ prospectuses and this SAI;

 (b) Options (Retirement Funds) Invest in options although the funds reserve the right to do so in the future;

 (c) Options (Spectrum Funds) Invest in options;

(12) (a) Short Sales (All funds except Floating Rate, High Yield, Institutional Floating Rate, and Institutional High Yield Funds) Effect short sales of securities;

 (b) Short Sales (Floating Rate, High Yield, Institutional Floating Rate, and Institutional High Yield Funds) Effect short sales of securities, other than as set forth in the funds’ prospectuses and SAI;

(13) Warrants Invest in warrants if, as a result, more than 10% of the value of the fund’s net assets would be invested in warrants, provided that, the Money, Retirement, Spectrum, State Tax-Free, Tax-Free, and Summit Municipal Funds will not invest in warrants; and

(14) Commodities (Real Assets Fund) Purchase or sell physical commodities, except that the fund reserves the right to do so in the future.

NOTES

The following Notes should be read in connection with the above-described operating policies. The Notes are not operating policies.

For purposes of investment restriction (8), effecting a short sale will be deemed to not constitute a margin purchase. If a fund is subject to an 80% name test as set forth in its prospectus, the 80% investment policy will be based on the fund’s net assets plus any borrowings for investment purposes. For purposes of determining whether a fund invests at least 80% of its net assets in a particular country or geographic region, the funds use the country assigned to an equity security by MSCI Barra or another unaffiliated third-party data provider, and the funds use the country assigned to a fixed income security by Bloomberg or another unaffiliated third-party data provider. The funds generally follow this same process with respect to the remaining 20% of assets but may occasionally make an exception after assessing various factors relating to a company.

A 30% withholding tax will be imposed on any dividends and redemption proceeds that are paid after December 31, 2012, to: (i) foreign financial institutions, including non-U.S. investment funds, unless they agree to collect and disclose to the IRS information regarding their direct and indirect U.S. account holders; and (ii) certain other foreign entities unless they certify certain information regarding their direct and indirect U.S. owners. To avoid withholding, foreign financial institutions will need to enter into agreements with the IRS stipulating that they will provide the IRS with certain information (including name, address and taxpayer identification number) for direct and indirect U.S. account holders, comply with due diligence procedures with respect to the identification of U.S. accounts, report to the IRS certain information with respect to U.S. accounts maintained, and agree to withhold tax on certain payments made to non-compliant foreign financial institutions or to account holders who fail to provide the required information. Other foreign entities will need

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to provide the name, address, and taxpayer identification number of each substantial U.S. owner or certifications of no substantial U.S. ownership unless certain exceptions apply.

Blue Chip Growth, Capital Opportunity, Diversified Small-Cap Growth, Financial Services, Global Technology, Health Sciences, High Yield, Institutional High Yield, Media & Telecommunications, Mid-Cap Value, Personal Strategy, Real Estate, Summit Income, Summit Municipal, U.S. Bond Enhanced Index, and Value Funds

Notwithstanding anything in the previously listed fundamental and operating restrictions to the contrary, the funds listed above may invest all of their assets in a single investment company or a series thereof in connection with a “master-feeder” arrangement. Such an investment would be made where the funds (a “Feeder”), and one or more other funds with the same investment objective and program as the funds, sought to accomplish their investment objectives and programs by investing all of their assets in the shares of another investment company (the “Master”). The Master would, in turn, have the same investment objective and program as the funds. The funds would invest in this manner in an effort to achieve the economies of scale associated with having a Master fund make investments in portfolio companies on behalf of a number of Feeder funds.

Foreign Investments

In addition to the restrictions previously described, some foreign countries limit, or prohibit, all direct foreign investment in the securities of their companies. However, P-notes may sometimes be used to gain access to these markets. In addition, the governments of some countries have authorized the organization of investment funds to permit indirect foreign investment in such securities. For tax purposes, these funds may be known as Passive Foreign Investment Companies. The funds are subject to certain percentage limitations under the 1940 Act relating to the purchase of securities of investment companies, and may be subject to the limitation that no more than 10% of the value of the fund’s total assets may be invested in such securities.

Retirement and Spectrum Funds

There is no limit on the amount the RDFs, and TRFs, and Spectrum Funds may own of the total outstanding voting securities of other Price Funds. The funds, in accordance with their prospectuses, may invest more than 5% of their total assets in any one or more of the Price Funds. The funds may invest more than 10% of their total assets, collectively, in registered investment companies within the T. Rowe Price family of funds.

CUSTODIAN

State Street Bank and Trust Company is the custodian for the funds’ U.S. securities and cash, but it does not participate in the funds’ investment decisions. Portfolio securities purchased in the U.S. are maintained in the custody of the bank and may be entered into the Federal Reserve Book Entry System, or the security depository system of the Depository Trust Corporation, or any central depository system allowed by federal law. In addition, funds investing in municipal securities are authorized to maintain certain of their securities, in particular, variable rate demand notes, in uncertificated form, in the proprietary deposit systems of various dealers in municipal securities. State Street Bank’s main office is at 225 Franklin Street, Boston, Massachusetts 02110. State Street Bank maintains shares of the Retirement and Spectrum Funds in the book entry system of the funds’ transfer agent, T. Rowe Price Services, Inc.

All funds that can invest in foreign securities have entered into a Custodian Agreement with JPMorgan Chase Bank, London, pursuant to which portfolio securities which are purchased outside the United States are maintained in the custody of various foreign branches of JPMorgan Chase Bank and such other custodians, including foreign banks and foreign securities depositories as are approved in accordance with regulations under the 1940 Act. The address for JPMorgan Chase Bank, London is Woolgate House, Coleman Street, London, EC2P 2HD, England.

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CODE OF ETHICS

The funds, their investment adviser and investment sub-adviser, if applicable, (T. Rowe Price, T. Rowe Price International, Price Hong Kong, or Price Singapore), and their principal underwriter (T. Rowe Price Investment Services) have a written Code of Ethics and Conduct which requires persons with access to investment information (“Access Persons”) to obtain prior clearance before engaging in most personal securities transactions. Transactions must be executed within three business days of their clearance. In addition, all Access Persons must report their personal securities transactions within 30 days after the end of the calendar quarter. Aside from certain limited transactions involving securities in certain issuers with high trading volumes, Access Persons are typically not permitted to effect transactions in a security if: there are pending client orders in the security; the security has been purchased or sold by a client within seven calendar days; the security is being considered for purchase for a client; a change has occurred in T. Rowe Price’s rating of the security within seven calendar days prior to the date of the proposed transaction; or the security is subject to internal trading restrictions. In addition, Access Persons are prohibited from profiting from short-term trading (e.g., purchases and sales involving the same security within 60 days). Any person becoming an Access Person must file a statement of personal securities holdings within 10 days of this date. All Access Persons are required to file an annual statement with respect to their personal securities holdings. Any material violation of the Code of Ethics is reported to the Boards of the funds. The Boards also review the administration of the Code of Ethics on an annual basis.

DISCLOSURE OF FUND PORTFOLIO INFORMATION

Each fund’s portfolio holdings are disclosed on a regular basis in its semiannual and annual reports to shareholders as well as Form N-Q which is filed with the SEC within 60 days of a fund’s first and third fiscal quarter-end. In addition, the funds’ Boards have adopted policies and procedures with respect to the disclosure of the funds’ portfolio securities and the disclosure of portfolio commentary and statistical information about the funds’ portfolios and their securities. The policy on the general manner in which the funds’ portfolio securities are disclosed is set forth in the funds’ prospectuses. In addition, portfolio holdings with respect to periods prior to the most recent quarter-end may be disclosed upon request, subject to the sole discretion of T. Rowe Price.

This SAI sets forth details of the funds’ policy on portfolio holdings disclosure as well as the funds’ policy on disclosing information about the funds’ portfolios. In adopting the policies, the Boards of the funds took into account the views of the equity, fixed income and/or international steering committees of the funds’ investment advisers on what information should be disclosed and when and to whom it should be disclosed. The steering committees have oversight responsibilities for managing the T. Rowe Price funds. Each steering committee is comprised of senior investment management personnel of T. Rowe Price, T. Rowe Price International, Price Hong Kong, and/or Price Singapore. Each committee as a whole determines the funds’ policy on the disclosure of portfolio holdings and related information. The funds’ Boards believe the policies they have adopted are in the best interests of the funds and that they strike an appropriate balance between the desire of some persons for information about the funds’ portfolios and the need to protect the funds from potentially harmful disclosures.

From time to time, officers of the funds, the funds’ investment adviser (and investment sub-adviser, if applicable) or the funds’ distributor (collectively “TRP”) may express their views orally or in writing on one or more of the funds’ portfolio securities or may state that the funds have recently purchased or sold one or more securities. Such views and statements may be made to members of the press, shareholders in the funds, persons considering investing in the funds or representatives of such shareholders or potential shareholders, such as fiduciaries of a 401(k) plan or a trust and their advisers and rating and ranking organizations such as Lipper Inc. and Morningstar, Inc. The nature and content of the views and statements provided to each of these persons may differ. The securities subject to these views and statements may be ones that were

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purchased or sold since the funds’ most recent quarter-end and therefore may not be reflected on the list of the funds’ most recent quarter-end portfolio holdings disclosed on the website.

Additionally, TRP may provide oral or written information (“portfolio commentary”) about the funds, including, but not limited to, how the funds’ investments are divided among various sectors, industries, countries, value and growth stocks, small-, mid-, and large-cap stocks, and among stocks, bonds, currencies, and cash, types of bonds, bond maturities, bond coupons, and bond credit quality ratings. This portfolio commentary may also include information on how these various weightings and factors contributed to fund performance. TRP may also provide oral or written information (“statistical information”) about various financial characteristics of the funds or their underlying portfolio securities including, but not limited to, alpha, beta, R-squared, duration, maturity, information ratio, Sharpe ratio, earnings growth, payout ratio, price/book value, projected earnings growth, return on equity, standard deviation, tracking error, weighted average quality, market capitalization, percent debt to equity, price to cash flow, dividend yield or growth, default rate, portfolio turnover, and risk and style characteristics. This portfolio commentary and statistical information about the funds may be based on the funds’ most recent quarter-end portfolio or on some other interim period such as month-end. The portfolio commentary and statistical information may be provided to members of the press, shareholders in the funds, persons considering investing in the funds or representatives of such shareholders or potential shareholders, such as fiduciaries of a 401(k) plan or a trust and their advisers and rating and ranking organizations. The content and nature of the information provided to each of these persons may differ.

None of the persons described above will receive any of the information described above if, in the sole judgment of TRP, the information could be used in a manner that would be harmful to the funds. The T. Rowe Price Code of Ethics contains a provision to this effect.

TRP also discloses portfolio holdings in connection with the day-to-day operations and management of the funds. Full portfolio holdings are disclosed to the funds’ custodians and auditors. Portfolio holdings are disclosed to the funds’ pricing service vendors and other persons who provide systems or software support in connection with fund operations, including accounting, compliance support, and pricing. Portfolio holdings may also be disclosed to persons assisting the funds in the voting of proxies. In connection with managing the funds, the funds’ investment advisers and investment sub-advisers may use analytical systems provided by third parties who may have access to the funds’ portfolio holdings. In all of these situations, the funds or TRP have entered into an agreement with the outside party under which the party undertakes to maintain the funds’ portfolio holdings on a confidential basis and to refrain from trading on the basis of the information. TRP relies on these non-disclosure agreements in determining that such disclosures are not harmful to the funds. The names of these persons and the services they provide are set forth in the following table under “Fund Service Providers.” The policies and procedures adopted by the funds’ Boards require that any additions to the list of “Fund Service Providers” be approved by specified officers at TRP.

In certain limited situations, the funds may provide portfolio holdings to an institutional client (or its custodian or other agent) when the client is effecting a redemption in-kind from one of the Price Funds and T. Rowe Price believes that such disclosure will not be harmful to the fund. In these situations, T. Rowe Price makes it clear through non-disclosure agreements or other means that the recipient must ensure that the confidential information is used only as necessary to effect the redemption-in-kind, and that the recipient will not trade on the information and will maintain the information in a manner designed to protect against unauthorized access or misuse.

Additionally, when purchasing and selling its securities through broker-dealers, requesting bids on securities, obtaining price quotations on securities as well as in connection with litigation involving the funds’ portfolio securities, the funds may disclose one or more of their securities. The funds have not entered into formal non-disclosure agreements in connection with these situations; however, the funds would not continue to conduct business with a person who TRP believed was misusing the disclosed information.

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Fund Service Providers

  

Service Provider

Service

Algorithmics

Systems Vendor

Barclays Capital

Fixed Income Analytics

Bloomberg

Pricing and Data Vendor

Broadridge

Printing and Mailing Vendor

Broadridge Systems

Systems Vendor

SAP

Systems Vendor

Charles River

Systems Vendor

Citigroup

Fixed Income Analytics

COR-FS Ltd.

Systems Vendor

DG3

Typesetting Vendor

DST Global Solutions

Systems Vendor

DST Brokerage Solutions

Systems Vendor

DTC LoanSERV

Bank Debt Reconciliation Vendor

Eagle

Systems Vendor

FactSet

Systems Vendor

Finix Business Strategies

Consultant

Fiserv

Systems Vendor

Interactive Data

Pricing and Systems Vendor

Investor Tools, Inc.

Fixed Income Analytics

ITG, Inc.

Pricing and Systems Vendor

JPMorgan Chase

Custodian and Securities Lending Agent

JW Boarman

Printing Vendor

Lend Amend

Bank Debt Amendment Data Provider and Service

Markit WSO Corporation

Pricing and Systems Vendor

McArdle Printing Company

Printing and Mailing Vendor

Omgeo LLC

Systems Vendor

Portware, LLC

Systems Vendor

PricewaterhouseCoopers LLP

Independent Registered Public Accounting Firm

ISS

Proxy and Systems Vendor

RR Donnelley

Systems, Printing, and Mailing Vendor

Serena

Systems Vendor

SmartStream Technologies

Systems Vendor

Standard & Poor’s

Pricing Vendor

State Street Bank

Custodian and Securities Lending Agent

Sybase Inc.

Systems Vendor

Thomson Reuters

Pricing Vendor

TriOptima

Derivatives Reconciliation Systems Vendor

WCI Consulting

Systems Vendor

Wilshire

Systems Vendor

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PRICING OF SECURITIES

All Price Funds (except Money Funds and Fund-of-Funds)

Equity securities listed or regularly traded on a securities exchange or in the OTC market are valued at the last quoted sale price or, for certain markets, the official closing price at the time the valuations are made, except for OTC Bulletin Board securities, which are valued at the mean of the latest bid and asked prices. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for such security. Listed securities not traded on a particular day are valued at the mean of the latest bid and asked prices for domestic securities and the last quoted sale price for international securities.

Debt securities are generally traded in the OTC market. Securities with remaining maturities of one year or more at the time of acquisition are valued using prices furnished by dealers who make markets in such securities or by an independent pricing service, which considers the yield or price of bonds of comparable quality, coupon, maturity, and type, as well as prices quoted by dealers who make markets in such securities. Securities with remaining maturities of less than one year at the time of acquisition generally use amortized cost in local currency to approximate fair value. However, if amortized cost is deemed not to reflect fair value or the fund holds a significant amount of such securities with remaining maturities of more than 60 days, the securities are valued at prices furnished by dealers who make markets in such securities, or by an independent pricing service.

Investments in mutual funds are valued at the mutual fund’s closing net asset value per share on the day of valuation. Purchased and written listed options, and OTC options with a listed equivalent, are valued at the mean of the closing bid and asked prices. Exchange-traded options on futures contracts are valued at the closing settlement prices. Foreign currency forward contracts are valued using the prevailing forward exchange rate. Financial futures contracts are valued at closing settlement prices. Swaps are valued at prices furnished by independent swap dealers or by an independent pricing service.

Price Funds Investing in Foreign Securities

Assets, including investments, and liabilities denominated in foreign currencies are translated into U.S. dollar values each day at the prevailing exchange rate, using the mean of the bid and asked prices of such currencies against U.S. dollars as quoted by a major bank. Purchases and sales of securities, income, and expenses are translated into U.S. dollars at the prevailing exchange rate on the date of the transaction.

Trading in the portfolio securities of the funds may take place in various foreign markets on certain days (such as Saturday) when the funds are not open for business and do not calculate their net asset value. As a result, net asset values may be significantly affected by trading on days when shareholders cannot make transactions. In addition, trading in the funds’ portfolio securities may not occur on days when the funds are open.

If a fund determines that developments between the close of a foreign market and the close of the NYSE, normally 4 p.m. ET, will, in its judgment, materially affect the value of some or all of its portfolio securities, that fund will adjust the previous closing prices to reflect what it believes to be the fair value of the securities as of the close of the NYSE. The fund uses outside pricing services to provide it with quoted prices and information to evaluate and/or adjust those prices. As a means of evaluating its security valuation process, the fund routinely compares closing prices, the next day’s opening prices in the same markets, and adjusted prices.

Money Funds

Securities are currently valued at amortized cost in accordance with Rule 2a-7 under the 1940 Act. However, proposed amendments to Rule 2a-7, if adopted, could result in the elimination of the use of amortized cost when valuing securities maturing in more than 60 days.

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Fund-of-Funds

Investments in the underlying Price Funds held by each fund are valued at their closing net asset value per share on the day of valuation.

All Price Funds

The values assigned to private placements and other restricted securities, and to those investments for which the valuation procedures previously described are inappropriate, are stated at fair value as determined in good faith by the T. Rowe Price Valuation Committee (the “Valuation Committee”). The Valuation Committee has been established by the funds’ Board of Directors to ensure that financial instruments are appropriately priced at fair value in accordance with GAAP and the 1940 Act. Subject to oversight by the Board, the Valuation Committee regularly makes good faith judgments to establish and adjust the fair valuations of certain securities as events occur and circumstances warrant. For instance, in determining the fair value of an equity investment with limited market activity, such as a private placement or a thinly traded public company stock, the Valuation Committee considers a variety of factors, which may include, but are not limited to, the issuer’s business prospects, its financial standing and performance, recent investment transactions in the issuer, new rounds of financing, negotiated transactions of significant size between other investors in the company, relevant market valuations of peer companies, strategic events affecting the company, market liquidity for the issuer, and general economic conditions and events. In consultation with the investment and pricing teams, the Valuation Committee will determine an appropriate valuation technique based on available information, which may include both observable and unobservable inputs. The Valuation Committee typically will afford greatest weight to actual prices in arm’s length transactions, to the extent they represent orderly transactions between market participants; transaction information can be reliably obtained; and prices are deemed representative of fair value. However, the Valuation Committee may also consider other valuation methods such as market-based valuation multiples; a discount or premium from market value of a similar, freely traded security of the same issuer; or some combination. Fair value determinations are reviewed on a regular basis and updated as information becomes available, including actual purchase and sale transactions of the issue. Because any fair value determination involves a significant amount of judgment, there is a degree of subjectivity inherent in such pricing decisions and fair value prices determined by the Valuation Committee could differ from those of other market participants.

NET ASSET VALUE PER SHARE

The purchase and redemption price of the funds’ shares is equal to the funds’ net asset value per share or share price. The funds determine their net asset value per share by subtracting their liabilities (including accrued expenses and dividends payable) from their total assets (the market value of the securities the funds hold plus cash and other assets, including income accrued but not yet received) and dividing the result by the total number of shares outstanding. The net asset value per share of the funds is calculated as of the close of trading on the NYSE, normally 4 p.m. ET every day the NYSE is open for trading.

Determination of net asset value (and the offering, sale, redemption, and purchase of shares) for the funds may be suspended at times (a) during which the NYSE is closed, other than customary weekend and holiday closings, (b) during which trading on the NYSE is restricted, (c) during which an emergency exists as a result of which disposal by the funds of securities owned by them is not reasonably practicable or it is not reasonably practicable for the funds fairly to determine the value of their net assets, or (d) during which a governmental body having jurisdiction over the funds may by order permit such a suspension for the protection of the funds’ shareholders, provided that applicable rules and regulations of the SEC (or any succeeding governmental authority) shall govern as to whether the conditions prescribed in (b), (c), or (d) exist. Under certain limited conditions, a money fund may accept and process purchase and redemption orders during times that the NYSE is not open for trading.

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Money Funds

Maintenance of Money Funds’ Net Asset Value per Share at $1.00

It is the policy of the funds to attempt to maintain a net asset value of $1.00 per share by using the amortized cost method of valuation permitted by Rule 2a-7 under the 1940 Act. Under this method, securities are valued by reference to the funds’ acquisition costs as adjusted for amortization of premium or accumulation of discount, rather than by reference to their market value. Under Rule 2a-7:

(a) The Boards must establish written procedures reasonably designed, taking into account current market conditions and the funds’ investment objectives, to stabilize the funds’ net asset value per share, as computed for the purpose of distribution, redemption, and repurchase, at a single value;

(b) The funds must (i) maintain a dollar-weighted average portfolio maturity appropriate to their objective of maintaining a stable price per share; (ii) not purchase any instrument with a remaining maturity greater than 397 calendar days, except for certain adjustable rate government securities or other instruments that meet the requirements of Rule 2a-7; (iii) maintain a dollar-weighted average portfolio maturity of 60 days or less; (iv) maintain a dollar-weighted average life of 120 days or less; (v) not acquire any security other than a “weekly liquid asset,” as defined in Rule 2a-7, unless they hold at least 30% of their total assets in weekly liquid assets; and (vi) for the taxable funds, not acquire any security other than a “daily liquid asset,” as defined in Rule 2a-7, unless they hold at least 10% of their total assets in daily liquid assets;

(c) The funds must limit their purchase of portfolio instruments, including repurchase agreements, to those U.S. dollar-denominated instruments which the funds’ Boards determine present minimal credit risks and which are eligible securities as defined by Rule 2a-7; and

(d) The Boards must determine that (i) it is in the best interest of the funds and the shareholders to maintain a stable net asset value per share under the amortized cost method; and (ii) the funds will continue to use the amortized cost method only so long as the Boards believe that it fairly reflects the market-based net asset value per share.

Although the funds believe that they will be able to maintain their net asset value at $1.00 per share under most conditions, there can be no absolute assurance that they will be able to do so on a continuous basis. If the funds’ net asset value per share declined, or was expected to decline, below $1.00 (rounded to the nearest one cent), the Boards of the funds might temporarily reduce or suspend dividend payments in an effort to maintain the net asset value at $1.00 per share. As a result of such reduction or suspension of dividends, an investor would receive less income during a given period than if such a reduction or suspension had not taken place. Such action could result in an investor receiving no dividend for the period during which he holds his shares and in his receiving, upon redemption, a price per share lower than that which he paid. On the other hand, if the funds’ net asset value per share were to increase, or were anticipated to increase, above $1.00 (rounded to the nearest one cent), the Boards of the funds might supplement dividends in an effort to maintain the net asset value at $1.00 per share.

The funds may suspend redemptions and payment of redemption proceeds if: the funds’ Board determines that the deviation between a fund’s amortized cost price per share and its market-based net asset value per share may result in material dilution or unfair results; the Board has irrevocably approved the liquidation of the fund; and the fund notifies the SEC of its decision to liquidate prior to suspending redemptions.

Prime Reserve and TRP Reserve Funds

Prime Money Market Securities Defined

Prime money market securities are those which are described as First Tier Securities under Rule 2a-7 of the 1940 Act. These include any security with a remaining maturity of 397 days or less, and adjustable rate government securities with longer maturities but interest rate resets within 397 days, that are rated (or that has been issued by an issuer that is rated with respect to a class of short-term debt obligations, or any security within that class that is comparable in priority and security with the security) by any two nationally

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recognized statistical rating organizations (NRSROs) (or if only one NRSRO has issued a rating, that NRSRO) in the highest rating category for short-term debt obligations (within which there may be sub-categories). First Tier Securities also include unrated securities comparable in quality to rated securities, as determined by T. Rowe Price under the supervision of the funds’ Boards.

DIVIDENDS AND DISTRIBUTIONS

Unless you elect otherwise, capital gain distributions, final quarterly dividends and annual dividends, if any, will be reinvested on the reinvestment date using the net asset values per share on that date. The reinvestment date normally precedes the payment date by one day, although the exact timing is subject to change and can be as great as 10 days.

IN-KIND REDEMPTIONS AND PURCHASES

Redemptions In-Kind

Certain Price Funds have filed with the SEC a notice of election under Rule 18f-1 of the 1940 Act. This election permits a fund to effect a redemption in-kind if, in any 90-day period, a shareholder redeems: (i) more than $250,000 from the fund; or (ii) redeems more than 1% of the fund’s net assets. If either of these conditions is met, the fund has the right to pay the difference between the redemption amount and the lesser of these two figures with securities from the fund’s portfolio rather than in cash.

In the unlikely event a shareholder receives an in-kind redemption of portfolio securities from a fund, it would be the responsibility of the shareholder to dispose of the securities. The shareholder would be subject to the risks that the value of the securities could decline prior to their sale, the securities could be difficult to sell, and brokerage fees could be incurred.

The Price Funds may also redeem securities in-kind to certain affiliates according to procedures adopted by the Price Funds’ Boards. The procedures generally require a pro-rata distribution of a fund’s securities subject to certain limited exceptions.

Issuance of Fund Shares for Securities

Transactions involving the issuance of fund shares for securities or assets other than cash will be limited to (1) bona fide reorganizations; (2) statutory mergers; or (3) other acquisitions of portfolio securities that: (a) meet the investment objectives and investment policies of the funds; (b) are generally acquired for investment and not for resale; (c) have a value that is readily ascertainable, which may include securities listed or traded in a recognized U.S. or international exchange or market; and (d) are not illiquid. The securities received in-kind must be deemed by the fund’s portfolio manager to be appropriate, in type and amount, for investment by the fund receiving the securities in light of its investment objectives, investment programs and policies, and its current holdings.

TAX STATUS

The funds intend to qualify as “regulated investment companies” under Subchapter M of the Code.

To be entitled to the special tax benefits applicable to regulated investment companies, the funds will be required to distribute the sum of 90% of their investment company taxable income and 90% of their net tax-exempt income, if any, each year. In order to avoid federal income tax, the funds must distribute all of their

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investment company taxable income and realized long-term capital gains for each fiscal year within 12 months after the end of the fiscal year. To avoid federal excise tax, the funds must declare dividends by December 31 of each year equal to at least 98% of ordinary income (as of December 31) and 98.2% of capital gains (as of October 31) and distribute such amounts prior to February 1 of the following calendar year. Shareholders are required to include such distributions in their income for federal income tax purposes whether dividends and capital gain distributions are paid in cash or in additional shares.

For individual shareholders, a portion of the funds’ ordinary dividends representing “qualified dividend income” may be subject to tax at the lower rate applicable to long-term capital gains, rather than ordinary income. “Qualified dividend income” is composed of certain dividends received from domestic and qualified foreign corporations. It excludes dividends representing payments in lieu of dividends related to loaned securities, dividends received on certain hedged positions, dividends on non-qualified foreign corporations, and dividends on stocks the funds have not held for more than 60 days during the 121-day period beginning 60 days before the stock became ex-dividend (90 and 181 days for certain preferred stock). Individual shareholders can only apply the lower rate to the qualified portion of the funds’ dividends if they have held the shares in the funds on which the dividends were paid for the holding period surrounding the ex-dividend date of the funds’ dividends. Little, if any, of the ordinary dividends paid by the Global Real Estate or Real Estate Funds, is expected to qualify for this lower rate.

For corporate shareholders, a portion of the funds’ ordinary dividends may be eligible for the 70% deduction for dividends received by corporations to the extent the funds’ income consists of dividends paid by U.S. corporations. This deduction does not include dividends representing payments in lieu of dividends related to loaned securities, dividends received on certain hedged positions, dividends received from certain foreign corporations, and dividends on stocks the funds have not held for more than 45 days during the 90-day period beginning 45 days before the stock became ex-dividend (90 and 180 days for certain preferred stock). Corporate shareholders can only apply the lower rate to the qualified portion of the funds’ dividends if they have held the shares in the funds on which the dividends were paid for the holding period surrounding the ex-dividend date of the funds’ dividends. Little, if any, of the ordinary dividends paid by the international equity funds (and the global funds that hold significant non-U.S. securities) or the bond and money funds is expected to qualify for this deduction. Long-term capital gain distributions paid by the funds are not eligible for the dividends-received deduction.

The funds may treat a portion of amounts paid to redeem shares as a distribution of investment company taxable income and realized capital gains that are reflected in net asset value. This practice, commonly referred to as “equalization,” has no effect on redeeming shareholders or a fund’s total return, and reduces the amounts that would otherwise be required to be paid as taxable dividends to the remaining shareholders. Because of uncertainties related to some of the technical issues relating to computing the amount of equalization, it is possible that the IRS could challenge the funds’ equalization methodology or calculations, and any such challenge could result in additional tax, interest, or penalties to be paid by the funds.

At the time of your purchase of shares (except in Money Funds), the funds’ net asset value may reflect undistributed income, capital gains, or net unrealized appreciation of securities held by the funds. A subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable as either dividend or capital gain distributions. The funds may be able to reduce the amount of such distributions by utilizing their capital loss carry-overs, if any. For federal income tax purposes, the funds are permitted to carry forward any net realized capital losses for eight years for any such losses incurred in taxable years beginning on or before December 22, 2010, or indefinitely for any such losses incurred in taxable years beginning after December 22, 2010, and use such losses, subject to applicable limitations, to offset net capital gains up to the amount of such losses without being required to pay taxes on, or distribute, such gains.

However, the amount of capital losses that can be carried forward and used in any single year may be limited if a fund experiences an “ownership change” within the meaning of Section 382 of the Code. An ownership change generally results when the shareholders owning 5% or more of the fund increase their aggregate holdings by more than 50 percentage points over a three-year period. An ownership change could result in capital loss carry-overs from taxable years beginning on or before December 22, 2010, to expire unused, thereby reducing a fund’s ability to offset capital gains with those losses. Capital loss carry-overs generated in

259


years beginning after December 22, 2010, are also subject to the ownership change limitation but will not expire. An increase in the amount of taxable gains distributed to a fund’s shareholders could result from an ownership change. The Price Funds undertake no obligation to avoid or prevent an ownership change, which can occur in the normal course of shareholder purchases and redemptions. Moreover, because of circumstances beyond a fund’s control, there can be no assurance that a fund will not experience, or has not already experienced, an ownership change.

If, in any taxable year, a fund does not qualify as a regulated investment company under the Code: (1) the fund would be taxed at the normal corporate rates on the entire amount of its taxable income, if any, without a deduction for dividends or other distributions to shareholders; (2) the fund’s distributions, to the extent made out of the fund’s current or accumulated earnings and profits, would be taxable to shareholders as ordinary dividends regardless of whether they would otherwise have been considered capital gain dividends; (3) the fund may qualify for the 70% deduction for dividends received by corporations; and (4) foreign tax credits would not “pass through” to shareholders. A fund may avoid losing its qualification as a regulated investment company under certain circumstances by using remedies provided in recent legislation, but such remedies may still result in a significant tax penalty to the fund.

Beginning in 2013, a 3.8% net investment income tax is imposed on net investment income, including interest, dividends, and capital gain, of U.S. individuals with income exceeding $200,000 (or $250,000 if married filing jointly), and of estates and trusts.

Taxation of Foreign Shareholders

Foreign shareholders may be subject to U.S. tax on the sale of shares in any fund, or on distributions of ordinary income and/or capital gains realized by a fund, depending on a number of factors, including the foreign shareholder’s country of tax residence, its other U.S. operations (if any), and the nature of the distribution received. Foreign shareholders should consult their own tax adviser to determine the precise U.S. and local tax consequences to an investment in any fund.

A 30% withholding tax will be imposed on all or a portion of any dividends paid after June 30, 2014, and redemption proceeds paid after December 31, 2016, to: (i) foreign financial institutions, including non-U.S. investment funds and trusts, unless they agree to collect and disclose to the IRS, or in certain cases to their country of residence, information regarding their direct and indirect U.S. account holders or are exempt from these requirements and certify as such; and (ii) certain other foreign entities unless they certify certain information regarding their direct and indirect U.S. owners. To avoid withholding, non-exempt foreign financial institutions will need to enter into agreements with the IRS (unless resident in a country that provides for an alternative regime through an Intergovernmental Agreement with the U.S). stipulating that they will provide the IRS with certain information (including name, address and taxpayer identification number) for direct and indirect U.S. account holders, comply with due diligence procedures with respect to the identification of U.S. accounts, report to the IRS certain information with respect to U.S. accounts maintained, and agree to withhold tax on certain payments made to non-compliant foreign financial institutions or to account holders who fail to provide the required information. Other foreign entities will need to provide the name, address, and taxpayer identification number of each substantial U.S. owner or certifications of no substantial U.S. ownership unless certain exceptions apply.

Retirement and Spectrum Funds

Distributions by the underlying Price Funds, redemptions of shares in the underlying Price Funds, and changes in asset allocations may result in taxable distributions of ordinary income or capital gains. In addition, the funds will generally not be able to currently offset gains realized by one underlying Price Fund in which the funds invest against losses realized by another underlying Price Fund. These factors could affect the amount, timing, and character of distributions to shareholders.

State Tax-Free and Tax-Free Funds

The funds anticipate that substantially all of the dividends to be paid by each fund will be exempt from federal income taxes. It is possible that a portion of the funds’ dividends is not exempt from federal income taxes. You will receive a Form 1099-DIV, or other IRS forms, as required, reporting the taxability of all dividends. The

260


funds will also advise you of the percentage of your dividends, if any, which should be included in the computation of the alternative minimum tax. Social Security recipients who receive income dividends from tax-free funds may have to pay taxes on a portion of their Social Security benefits.

Because the income dividends of the funds are expected to be derived from tax-exempt interest on municipal securities, any interest on money you borrow that is directly or indirectly used to purchase fund shares is not deductible. Further, entities or persons that are “substantial users” (or persons related to “substantial users”) of facilities financed by industrial development bonds should consult their tax advisers before purchasing shares of these funds. The income from such bonds may not be tax-exempt for such substantial users.

Foreign Income Taxes

Income received by the funds from sources within various foreign countries may be subject to foreign income taxes. Under the Code, if more than 50% of the value of the funds’ total assets at the close of the taxable year comprises securities issued by foreign corporations or governments, the funds may file an election to “pass through” to the funds’ shareholders any eligible foreign income taxes paid by the funds. Certain funds of funds may also be able to pass through foreign taxes paid by other mutual funds in which they are invested if at least 50% of the value of the funds’ total assets at the end of each fiscal quarter comprises interests in such regulated investment companies. There can be no assurance that the funds will be able to do so. Pursuant to this election, shareholders will be required to: (1) include in gross income, even though not actually received, their pro-rata share of foreign income taxes paid by the funds; (2) treat their pro-rata share of foreign income taxes as paid by them; and (3) either deduct their pro-rata share of foreign income taxes in computing their taxable income, or use it as a foreign tax credit against U.S. income taxes subject to certain limitations (but not both). A deduction for foreign income taxes may only be claimed by a shareholder who itemizes deductions.

Foreign Currency Gains and Losses

Foreign currency gains and losses, including the portion of gain or loss on the sale of debt securities attributable to foreign exchange rate fluctuations, are taxable as ordinary income. If the net effect of these transactions is a gain, the ordinary income dividend paid by the funds will be increased. If the result is a loss, the ordinary income dividend paid by the funds will be decreased, or, to the extent such dividend has already been paid, it may be classified as a return of capital. Adjustments to reflect these gains and losses will be made at the end of the funds’ taxable year.

Passive Foreign Investment Companies

The funds may purchase, directly or indirectly, the securities of certain foreign investment funds or trusts, called “passive foreign investment companies” for U.S. tax purposes. Sometimes such investments are the only or primary way to invest in companies in certain countries. Some or all of the capital gains on the sale of such holdings may be considered ordinary income regardless of how long the funds held the investment. In addition, the funds may be subject to corporate income tax and/or an interest charge on certain dividends and capital gains earned from these investments, regardless of whether such income and gains are distributed to shareholders.

To avoid such tax and/or interest, the funds may treat these securities, when possible, as sold on the last day of each of their fiscal years and to recognize any gains for tax purposes at that time; deductions for losses may be allowable only to the extent of any gains resulting from these deemed sales in prior taxable years. Such gains and losses will be treated as ordinary income or losses. The funds will be required to distribute any resulting income, even though they have not sold the security and received cash to pay such distributions.

Investing in Mortgage Entities

Special tax rules may apply to the funds’ investments in entities which invest in or finance mortgage debt. Such investments include residual interests in Real Estate Mortgage Investment Conduits and interests in a REIT which qualifies as a taxable mortgage pool under the Code or has a qualified REIT subsidiary that is a taxable mortgage pool under the Code. Although it is the practice of the funds not to make such investments, there is no guarantee that the funds will be able to sustain this practice or avoid an inadvertent investment.

261


Such investments may result in the funds receiving excess inclusion income (“EII”) in which case a portion of its distributions will be characterized as EII and shareholders receiving such distributions, including shares held through nominee accounts, will be deemed to have received EII. This can result in the funds being required to pay tax on the portion allocated to disqualified organizations: certain cooperatives, agencies or instrumentalities of a government or international organization, and tax-exempt organizations that are not subject to tax on unrelated business taxable income. In addition, such amounts will be treated as unrelated business taxable income to tax-exempt organizations that are not disqualified organizations, and will be subject to a 30% withholding tax for shareholders who are not U.S. persons, notwithstanding any exemptions or rate reductions in any relevant tax treaties.

CAPITAL STOCK (MARYLAND CORPORATIONS)

All funds except Capital Appreciation, Equity Income, GNMA, and New America Growth Funds, and California Tax-Free Income Trust and State Tax-Free Income Trust

All of the funds, other than those listed immediately above, are organized as Maryland corporations (“Corporations”) or series thereof. The funds’ Charters authorize the Boards to classify and reclassify any and all shares which are then unissued, including unissued shares of capital stock into any number of classes or series; each class or series consisting of such number of shares and having such designations, such powers, preferences, rights, qualifications, limitations, and restrictions as shall be determined by the Boards subject to the 1940 Act and other applicable law. The shares of any such additional classes or series might therefore differ from the shares of the present class and series of capital stock and from each other as to preferences, conversions, or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption, subject to applicable law, and might thus be superior or inferior to the capital stock or to other classes or series in various characteristics. The Boards may increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the funds have authorized to issue without shareholder approval.

Except to the extent that the funds’ Boards might provide that holders of shares of a particular class are entitled to vote as a class on specified matters presented for a vote of the holders of all shares entitled to vote on such matters, there would be no right of class vote unless and to the extent that such a right might be construed to exist under Maryland law. The directors have provided that as to any matter with respect to which a separate vote of any class is required by the 1940 Act, such requirement as to a separate vote by that class shall apply in lieu of any voting requirements established by the Maryland General Corporation Law. Otherwise, holders of each class of capital stock are not entitled to vote as a class on any matter. Accordingly, the preferences, rights, and other characteristics attaching to any class of shares might be altered or eliminated, or the class might be combined with another class or classes, by action approved by the vote of the holders of a majority of all the shares of all classes entitled to be voted on the proposal, without any additional right to vote as a class by the holders of the capital stock or of another affected class or classes.

Shareholders are entitled to one vote for each full share held (and fractional votes for fractional shares held) and will vote in the election of or removal of directors (to the extent hereinafter provided) and on other matters submitted to the vote of shareholders. There will normally be no meetings of shareholders for the purpose of electing directors unless and until such time as less than a majority of the directors holding office have been elected by shareholders, at which time the directors then in office will call a shareholders’ meeting for the election of directors. Except as set forth above, the directors shall continue to hold office and may appoint successor directors. Voting rights are not cumulative, so that the holders of more than 50% of the shares voting in the election of directors can, if they choose to do so, elect all the directors of the funds, in which event the holders of the remaining shares will be unable to elect any person as a director. As set forth in the By-Laws of the Corporations, a special meeting of shareholders of the Corporations shall be called by the secretary of the Corporations on the written request of shareholders entitled to cast (a) in the case of a meeting for the purpose of removing a director, at least ten (10) percent and (b) in the case of a meeting for any other purpose, at least 25 percent, in each case of all the votes entitled to be cast at such meeting, provided that any

262


such request shall state the purpose or purposes of the meeting and the matters proposed to be acted on. Shareholders requesting such a meeting must pay to the Corporations the reasonably estimated costs of preparing and mailing the notice of the meeting. The Corporations, however, will otherwise assist the shareholders seeking to hold the special meeting in communicating to the other shareholders of the Corporations to the extent required by Section 16(c) of the 1940 Act.

The series (and classes) set forth in the following table have been established by the Boards under the Articles of Incorporation of the indicated Corporations. Each series represents a separate pool of assets of the Corporations’ shares and has different objectives and investment policies. Maryland law provides that the debts, liabilities, obligations, and expenses incurred with respect to a particular series or class are enforceable against the assets associated with that series or class only. The Articles of Incorporation also provide that the Boards may issue additional series of shares. Each share of each fund represents an equal proportionate share in that fund with each other share and is entitled to such dividends and distributions of income belonging to that fund as are declared by the directors. In the event of the liquidation of a fund, each share is entitled to a pro-rata share of the net assets of that fund. Classes represent separate shares in the funds but share the same portfolios as the indicated funds. Each fund is registered with the SEC under the 1940 Act as an open-end management investment company, commonly known as a “mutual fund.”

  

Maryland Corporations

Year of Inception

T. Rowe Price Balanced Fund, Inc. (fund)

1939

T. Rowe Price Blue Chip Growth Fund, Inc. (fund)

T. Rowe Price Blue Chip Growth Fund–Advisor Class (class)

T. Rowe Price Blue Chip Growth Fund–R Class (class)

1993

2000

2002

T. Rowe Price Capital Opportunity Fund, Inc. (fund)

T. Rowe Price Capital Opportunity Fund–Advisor Class (class)

T. Rowe Price Capital Opportunity Fund–R Class (class)

1994

2004

2004

T. Rowe Price Corporate Income Fund, Inc. (fund)

1995

T. Rowe Price Diversified Mid-Cap Growth Fund, Inc. (fund)

2003

T. Rowe Price Diversified Small-Cap Growth Fund, Inc. (fund)

1997

T. Rowe Price Dividend Growth Fund, Inc. (fund)

T. Rowe Price Dividend Growth Fund–Advisor Class (class)

1992

2005

T. Rowe Price Financial Services Fund, Inc. (fund)

1996

T. Rowe Price Floating Rate Fund, Inc. (fund)

T. Rowe Price Floating Rate Fund–Advisor Class (class)

2011

2011

T. Rowe Price Global Allocation Fund, Inc. (fund)

T. Rowe Price Global Allocation Fund–Advisor Class (class)

2013

2013

T. Rowe Price Global Real Estate Fund, Inc. (fund)

T. Rowe Price Global Real Estate Fund–Advisor Class (class)

2008

2008

T. Rowe Price Global Technology Fund, Inc. (fund)

2000

T. Rowe Price Growth & Income Fund, Inc. (fund)

1982

T. Rowe Price Growth Stock Fund, Inc. (fund)

T. Rowe Price Growth Stock Fund–Advisor Class (class)

T. Rowe Price Growth Stock Fund–R Class (class)

1950

2001

2002

T. Rowe Price Health Sciences Fund, Inc. (fund)

1995

T. Rowe Price High Yield Fund, Inc. (fund)

T. Rowe Price High Yield Fund–Advisor Class (class)

1984

2000

T. Rowe Price Index Trust, Inc. (corporation)

T. Rowe Price Equity Index 500 Fund (series)

T. Rowe Price Extended Equity Market Index Fund (series)

T. Rowe Price Total Equity Market Index Fund (series)

1989

1990

1998

1998

T. Rowe Price Inflation Focused Bond Fund, Inc. (fund)

2006

T. Rowe Price Inflation Protected Bond Fund, Inc. (fund)

2002

T. Rowe Price Institutional Equity Funds, Inc. (corporation)

T. Rowe Price Institutional Large-Cap Core Growth Fund (series)

1996

2003

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Maryland Corporations

Year of Inception

T. Rowe Price Institutional Large-Cap Growth Fund (series)

T. Rowe Price Institutional Large-Cap Value Fund (series)

T. Rowe Price Institutional Mid-Cap Equity Growth Fund (series)

T. Rowe Price Institutional Small-Cap Stock Fund (series)

T. Rowe Price Institutional U.S. Structured Research Fund (series)

2001

2000

1996

2000

2007

T. Rowe Price Institutional Income Funds, Inc. (corporation)

T. Rowe Price Institutional Core Plus Fund (series)

T. Rowe Price Institutional Core Plus Fund–F Class (class)

T. Rowe Price Institutional Floating Rate Fund (series)

T. Rowe Price Institutional Floating Rate Fund–F Class (class)

T. Rowe Price Institutional High Yield Fund (series)

T. Rowe Price Institutional Long Duration Credit Fund (series)

2000

2004

2010

2008

2010

2002

2013

T. Rowe Price Institutional International Funds, Inc. (corporation)

T. Rowe Price Institutional Africa & Middle East Fund (series)

T. Rowe Price Institutional Concentrated International Equity Fund (series)

T. Rowe Price Institutional Emerging Markets Bond Fund (series)

T. Rowe Price Institutional Emerging Markets Equity Fund (series)

T. Rowe Price Institutional Global Equity Fund (series)

T. Rowe Price Institutional Global Large-Cap Equity Fund (series)

T. Rowe Price Institutional Global Value Equity Fund (series)

T. Rowe Price Institutional International Bond Fund (series)

T. Rowe Price Institutional International Core Equity Fund (series)

T. Rowe Price Institutional International Growth Equity Fund (series)

1989

2008

2010

2006

2002

2006

2008

2012

2007

2010

1989

T. Rowe Price International Funds, Inc. (corporation)

T. Rowe Price Africa & Middle East Fund (series)

T. Rowe Price Emerging Europe Fund (series)

T. Rowe Price Emerging Markets Bond Fund (series)

T. Rowe Price Emerging Markets Corporate Bond Fund (series)

T. Rowe Price Emerging Markets Corporate Bond Fund –Advisor Class (class)

T. Rowe Price Emerging Markets Local Currency Bond Fund (series)

T. Rowe Price Emerging Markets Local Currency Bond Fund –Advisor Class (class)

T. Rowe Price Emerging Markets Stock Fund (series)

T. Rowe Price European Stock Fund (series)

T. Rowe Price Global Infrastructure Fund (series)

T. Rowe Price Global Infrastructure Fund–Advisor Class (class)

T. Rowe Price Global Large-Cap Stock Fund (series)

T. Rowe Price Global Large-Cap Stock Fund–Advisor Class (class)

T. Rowe Price Global Stock Fund (series)

T. Rowe Price Global Stock Fund–Advisor Class (class)

T. Rowe Price International Bond Fund (series)

T. Rowe Price International Bond Fund–Advisor Class (class)

T. Rowe Price International Discovery Fund (series)

T. Rowe Price International Growth & Income Fund (series)

T. Rowe Price International Growth & Income Fund–Advisor Class (class)

T. Rowe Price International Growth & Income Fund–R Class (class)

T. Rowe Price International Stock Fund (series)

T. Rowe Price International Stock Fund–Advisor Class (class)

T. Rowe Price International Stock Fund–R Class (class)

T. Rowe Price Japan Fund (series)

T. Rowe Price Latin America Fund (series)

T. Rowe Price New Asia Fund (series)

T. Rowe Price Overseas Stock Fund (series)

1979

2007

2000

1994

2012

2012

2011

2011

1995

1990

2010

2010

2008

2008

1995

2006

1986

2000

1988

1998

2002

2002

1980

2000

2002

1991

1993

1990

2006

T. Rowe Price International Index Fund, Inc. (corporation)

T. Rowe Price International Equity Index Fund (series)

2000

2000

T. Rowe Price Media & Telecommunications Fund, Inc. (fund)

1993

T. Rowe Price Mid-Cap Growth Fund, Inc. (fund)

1992

264


  

Maryland Corporations

Year of Inception

T. Rowe Price Mid-Cap Growth Fund–Advisor Class (class)

T. Rowe Price Mid-Cap Growth Fund–R Class (class)

2000

2002

T. Rowe Price Mid-Cap Value Fund, Inc. (fund)

T. Rowe Price Mid-Cap Value Fund–Advisor Class (class)

T. Rowe Price Mid-Cap Value Fund–R Class (class)

1996

2002

2002

T. Rowe Price Multi-Sector Account Portfolios, Inc. (corporation)

T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio (series)

T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio (series)

T. Rowe Price Floating Rate Multi-Sector Account Portfolio (series)

T. Rowe Price High Yield Multi-Sector Account Portfolio (series)

T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio (series)

T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio (series)

2011

2012

2012

2012

2012

2012

2012

T. Rowe Price New Era Fund, Inc. (fund)

1969

T. Rowe Price New Horizons Fund, Inc. (fund)

1960

T. Rowe Price New Income Fund, Inc. (fund)

T. Rowe Price New Income Fund–Advisor Class (class)

T. Rowe Price New Income Fund–R Class (class)

1973

2002

2002

T. Rowe Price Personal Strategy Funds, Inc. (corporation)

T. Rowe Price Personal Strategy Balanced Fund (series)

T. Rowe Price Personal Strategy Growth Fund (series)

T. Rowe Price Personal Strategy Income Fund (series)

1994

1994

1994

1994

T. Rowe Price Prime Reserve Fund, Inc. (fund)

1976

T. Rowe Price Real Assets Fund, Inc. (fund)

2010

T. Rowe Price Real Estate Fund, Inc. (fund)

T. Rowe Price Real Estate Fund–Advisor Class (class)

1997

2004

T. Rowe Price Reserve Investment Funds, Inc. (corporation)

T. Rowe Price Government Reserve Investment Fund (series)

T. Rowe Price Reserve Investment Fund (series)

T. Rowe Price Short-Term Government Reserve Fund (series)

T. Rowe Price Short-Term Reserve Fund (series)

1997

1997

1997

2013

2013

T. Rowe Price Retirement Funds, Inc. (corporation)

T. Rowe Price Retirement 2005 Fund (series)

T. Rowe Price Retirement 2005 Fund–Advisor Class (class)

T. Rowe Price Retirement 2005 Fund–R Class (class)

T. Rowe Price Retirement 2010 Fund (series)

T. Rowe Price Retirement 2010 Fund–Advisor Class (class)

T. Rowe Price Retirement 2010 Fund–R Class (class)

T. Rowe Price Retirement 2015 Fund (series)

T. Rowe Price Retirement 2015 Fund–Advisor Class (class)

T. Rowe Price Retirement 2015 Fund–R Class (class)

T. Rowe Price Retirement 2020 Fund (series)

T. Rowe Price Retirement 2020 Fund–Advisor Class (class)

T. Rowe Price Retirement 2020 Fund–R Class (class)

T. Rowe Price Retirement 2025 Fund (series)

T. Rowe Price Retirement 2025 Fund–Advisor Class (class)

T. Rowe Price Retirement 2025 Fund–R Class (class)

T. Rowe Price Retirement 2030 Fund (series)

T. Rowe Price Retirement 2030 Fund–Advisor Class (class)

T. Rowe Price Retirement 2030 Fund–R Class (class)

T. Rowe Price Retirement 2035 Fund (series)

T. Rowe Price Retirement 2035 Fund–Advisor Class (class)

T. Rowe Price Retirement 2035 Fund–R Class (class)

T. Rowe Price Retirement 2040 Fund (series)

T. Rowe Price Retirement 2040 Fund–Advisor Class (class)

T. Rowe Price Retirement 2040 Fund–R Class (class)

2002

2004

2007

2007

2002

2003

2003

2004

2007

2007

2002

2003

2003

2004

2007

2007

2002

2003

2003

2004

2007

2007

2002

2003

2003

265


  

Maryland Corporations

Year of Inception

T. Rowe Price Retirement 2045 Fund (series)

T. Rowe Price Retirement 2045 Fund–Advisor Class (class)

T. Rowe Price Retirement 2045 Fund–R Class (class)

T. Rowe Price Retirement 2050 Fund (series)

T. Rowe Price Retirement 2050 Fund–Advisor Class (class)

T. Rowe Price Retirement 2050 Fund–R Class (class)

T. Rowe Price Retirement 2055 Fund (series)

T. Rowe Price Retirement 2055 Fund–Advisor Class (class)

T. Rowe Price Retirement 2055 Fund–R Class (class)

T. Rowe Price Retirement Income Fund (series)

T. Rowe Price Retirement Income Fund–Advisor Class (class)

T. Rowe Price Retirement Income Fund–R Class (class)

T. Rowe Price Target Retirement 2005 Fund (series)

T. Rowe Price Target Retirement 2005 Fund–Advisor Class (class)

T. Rowe Price Target Retirement 2010 Fund (series)

T. Rowe Price Target Retirement 2010 Fund–Advisor Class (class)

T. Rowe Price Target Retirement 2015 Fund (series)

T. Rowe Price Target Retirement 2015 Fund–Advisor Class (class)

T. Rowe Price Target Retirement 2020 Fund (series)

T. Rowe Price Target Retirement 2020 Fund–Advisor Class (class)

T. Rowe Price Target Retirement 2025 Fund (series)

T. Rowe Price Target Retirement 2025 Fund–Advisor Class (class)

T. Rowe Price Target Retirement 2030 Fund (series)

T. Rowe Price Target Retirement 2030 Fund–Advisor Class (class)

T. Rowe Price Target Retirement 2035 Fund (series)

T. Rowe Price Target Retirement 2035 Fund–Advisor Class (class)

T. Rowe Price Target Retirement 2040 Fund (series)

T. Rowe Price Target Retirement 2040 Fund–Advisor Class (class)

T. Rowe Price Target Retirement 2045 Fund (series)

T. Rowe Price Target Retirement 2045 Fund–Advisor Class (class)

T. Rowe Price Target Retirement 2050 Fund (series)

T. Rowe Price Target Retirement 2050 Fund–Advisor Class (class)

T. Rowe Price Target Retirement 2055 Fund (series)

T. Rowe Price Target Retirement 2055 Fund–Advisor Class (class)

2005

2007

2007

2006

2006

2006

2006

2007

2007

2002

2003

2003

2013

2013

2013

2013

2013

2013

2013

2013

2013

2013

2013

2013

2013

2013

2013

2013

2013

2013

2013

2013

2013

2013

T. Rowe Price Science & Technology Fund, Inc. (fund)

T. Rowe Price Science & Technology Fund–Advisor Class (class)

1987

2000

T. Rowe Price Short-Term Bond Fund, Inc. (fund)

T. Rowe Price Short-Term Bond Fund–Advisor Class (class)

T. Rowe Price Ultra Short-Term Bond Fund (series)

1984

2004

2012

T. Rowe Price Small-Cap Stock Fund, Inc. (fund)

T. Rowe Price Small-Cap Stock Fund–Advisor Class (class)

1956

2000

T. Rowe Price Small-Cap Value Fund, Inc. (fund)

T. Rowe Price Small-Cap Value Fund–Advisor Class (class)

1988

2000

T. Rowe Price Spectrum Fund, Inc. (corporation)

Spectrum Growth Fund (series)

Spectrum Income Fund (series)

Spectrum International Fund (series)

1987

1990

1990

1996

T. Rowe Price Strategic Income Fund, Inc. (fund)

T. Rowe Price Strategic Income Fund–Advisor Class (class)

2008

2008

T. Rowe Price Summit Funds, Inc. (corporation)

T. Rowe Price Summit Cash Reserves Fund (series)

T. Rowe Price Summit GNMA Fund (series)

1993

1993

1993

T. Rowe Price Summit Municipal Funds, Inc. (corporation)

T. Rowe Price Summit Municipal Money Market Fund (series)

T. Rowe Price Summit Municipal Intermediate Fund (series)

T. Rowe Price Summit Municipal Intermediate Fund–Advisor Class (class)

1993

1993

1993

2012

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Maryland Corporations

Year of Inception

T. Rowe Price Summit Municipal Income Fund (series)

T. Rowe Price Summit Municipal Income Fund–Advisor Class (class)

1993

2012

T. Rowe Price Tax-Efficient Funds, Inc. (corporation)

T. Rowe Price Tax-Efficient Equity Fund (series)

1997

2000

T. Rowe Price Tax-Exempt Money Fund, Inc. (fund)

1981

T. Rowe Price Tax-Free High Yield Fund, Inc. (fund)

T. Rowe Price Tax-Free High Yield Fund–Advisor Class (class)

1985

2012

T. Rowe Price Tax-Free Income Fund, Inc. (fund)

T. Rowe Price Tax-Free Income Fund–Advisor Class (class)

1976

2002

T. Rowe Price Tax-Free Short-Intermediate Fund, Inc. (fund)

T. Rowe Price Tax-Free Short-Intermediate Fund–Advisor Class (class)

T. Rowe Price Tax-Free Ultra Short-Term Bond Fund (series)

1983

2012

2012

T. Rowe Price U.S. Bond Enhanced Index Fund, Inc. (fund)

2000

T. Rowe Price U.S. Large-Cap Core Fund, Inc. (fund)

T. Rowe Price U.S. Large-Cap Core Fund–Advisor Class (class)

2009

2009

T. Rowe Price U.S. Treasury Funds, Inc. (corporation)

U.S. Treasury Intermediate Fund (series)

U.S. Treasury Long-Term Fund (series)

U.S. Treasury Money Fund (series)

1989

1989

1989

1982

T. Rowe Price Value Fund, Inc. (fund)

T. Rowe Price Value Fund–Advisor Class (class)

1994

2000

Balanced Fund

On August 31, 1992, the T. Rowe Price Balanced Fund acquired substantially all of the assets of the Axe-Houghton Fund B, a series of Axe-Houghton Funds, Inc. As a result of this acquisition, the SEC requires that the historical performance information of the Balanced Fund be based on the performance of Fund B. Therefore, all performance information of the Balanced Fund prior to September 1, 1992, reflects the performance of Fund B and investment managers other than T. Rowe Price. Performance information after August 31, 1992, reflects the combined assets of the Balanced Fund and Fund B.

Emerging Europe Fund

Effective March 1, 2012, the fund’s name was changed from T. Rowe Price Emerging Europe & Mediterranean Fund to the T. Rowe Price Emerging Europe Fund.

Equity Index 500 Fund

Effective January 30, 1998, the fund’s name was changed from T. Rowe Price Equity Index Fund to the T. Rowe Price Equity Index 500 Fund.

Emerging Markets Corporate Multi-Sector Account Portfolio

Effective July 1, 2013, the fund’s name was changed from the T. Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio to the T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio.

Inflation Focused Bond Fund

Effective July 7, 2010, the fund’s name was changed from T. Rowe Price Short-Term Income Fund to the T. Rowe Price Inflation Focused Bond Fund.

Institutional International Growth Equity Fund

Effective June 1, 2010, the fund’s name was changed from T. Rowe Price Institutional Foreign Equity Fund to the T. Rowe Price Institutional International Growth Equity Fund.

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Media & Telecommunications Fund

On July 28, 1997, the fund converted its status from a closed-end fund to an open-end mutual fund. Prior to the conversion, the fund was known as New Age Media Fund, Inc.

Small-Cap Stock Fund

Effective May 1, 1997, the fund’s name was changed from the T. Rowe Price OTC Fund to the T. Rowe Price Small-Cap Stock Fund.

U.S. Bond Enhanced Index Fund

Effective May 6, 2011, the fund’s name was changed from T. Rowe Price U.S. Bond Index Fund to the T. Rowe Price U.S. Bond Enhanced Index Fund.

ORGANIZATION OF THE FUNDS (MASSACHUSETTS BUSINESS TRUSTS)

Capital Appreciation, Equity Income, GNMA, and New America Growth Funds, and California Tax-Free Income Trust and State Tax-Free Income Trust

For tax and business reasons, these funds were organized as Massachusetts business trusts (“Trusts”). Each fund is registered with the SEC under the 1940 Act as an open-end management investment company, commonly known as a “mutual fund.”

The Declaration of Trust permits the Boards to issue an unlimited number of full and fractional shares of a single class. The Declaration of Trust also provides that the Boards may issue additional series or classes of shares. Each share represents an equal proportionate beneficial interest in the funds. In the event of the liquidation of the funds, each share is entitled to a pro-rata share of the net assets of the funds.

Shareholders are entitled to one vote for each full share held (and fractional votes for fractional shares held) and will vote in the election of or removal of trustees (to the extent hereinafter provided) and on other matters submitted to the vote of shareholders. There will normally be no meetings of shareholders for the purpose of electing trustees unless and until such time as less than a majority of the trustees holding office have been elected by shareholders, at which time the trustees then in office will call a shareholders’ meeting for the election of trustees. Pursuant to Section 16(c) of the 1940 Act, holders of record of not less than two-thirds of the outstanding shares of the funds may remove a trustee by a vote cast in person or by proxy at a meeting called for that purpose. Except as set forth above, the trustees shall continue to hold office and may appoint successor trustees. Voting rights are not cumulative, so that the holders of more than 50% of the shares voting in the election of trustees can, if they choose to do so, elect all the trustees of the Trusts, in which event the holders of the remaining shares will be unable to elect any person as a trustee. No amendments may be made to the Declaration of Trust without the affirmative vote of a majority of the outstanding shares of the Trusts.

Shares have no preemptive or conversion rights; the right of redemption and the privilege of exchange are described in the prospectus. Shares are fully paid and nonassessable, except as set forth below. The Trusts may be terminated (i) upon the sale of their assets to another open-end management investment company, if approved by the vote of the holders of two-thirds of the outstanding shares of the Trusts, or (ii) upon liquidation and distribution of the assets of the Trusts, if approved by the vote of the holders of a majority of the outstanding shares of the Trusts. If not so terminated, the Trusts will continue indefinitely.

Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the obligations of the funds. However, the Declaration of Trust disclaims shareholder liability for acts or obligations of the funds and requires that notice of such disclaimer be given in each agreement, obligation, or instrument entered into or executed by the funds or trustees. The Declaration of Trust provides for indemnification from fund property for all losses and expenses of any shareholder held personally liable for the obligations of the funds. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the funds themselves would be unable to meet their obligations, a possibility which T. Rowe Price believes is remote. Upon payment of any liability incurred by the funds, the

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shareholders of the funds paying such liability will be entitled to reimbursement from the general assets of the funds. The trustees intend to conduct the operations of the funds in such a way as to avoid, as far as possible, ultimate liability of the shareholders for liabilities of such funds.

The series and classes set forth in the following table have been established by the Boards under the Declaration of Trust of the indicated trusts.

  

Massachusetts Business Trusts

Year of Inception

T. Rowe Price California Tax-Free Income Trust (trust)

California Tax-Free Bond Fund (series)

California Tax-Free Money Fund (series)

1986

1986

1986

T. Rowe Price Capital Appreciation Fund (fund)

T. Rowe Price Capital Appreciation Fund–Advisor Class (series)

1986

2004

T. Rowe Price Equity Income Fund (fund)

T. Rowe Price Equity Income Fund–Advisor Class (series)

T. Rowe Price Equity Income Fund–R Class (series)

1985

2000

2002

T. Rowe Price GNMA Fund (fund)

1985

T. Rowe Price New America Growth Fund (fund)

T. Rowe Price New America Growth Fund–Advisor Class (series)

1985

2005

T. Rowe Price State Tax-Free Income Trust (trust)

Georgia Tax-Free Bond Fund (series)

Maryland Short-Term Tax-Free Bond Fund (series)

Maryland Tax-Free Bond Fund (series)

Maryland Tax-Free Money Fund (series)

New Jersey Tax-Free Bond Fund (series)

New York Tax-Free Bond Fund (series)

New York Tax-Free Money Fund (series)

Virginia Tax-Free Bond Fund (series)

1986

1993

1993

1987

2001

1991

1986

1986

1991

PROXY VOTING – PROCESS AND POLICIES

T. Rowe Price recognizes and adheres to the principle that one of the privileges of owning stock in a company is the right to vote on issues submitted to shareholder vote—such as election of directors and important matters affecting a company’s structure and operations. As an investment adviser with a fiduciary responsibility to its clients, T. Rowe Price analyzes the proxy statements of issuers whose stock is owned by the U.S.-registered investment companies that it sponsors and serves as investment adviser. T. Rowe Price also is involved in the proxy process on behalf of its common trusts funds and offshore funds, as well as certain institutional and private counsel clients who have requested such service. For those private counsel clients who have not delegated their voting responsibility but who request advice, T. Rowe Price makes recommendations regarding proxy voting. T. Rowe Price reserves the right to decline to vote proxies in accordance with client-specific voting guidelines.

Proxy Administration

The T. Rowe Price Proxy Committee develops our firm’s positions on all major corporate and social responsibility issues, creates guidelines, and oversees the voting process. The Proxy Committee, composed of portfolio managers, investment operations managers, and internal legal counsel, analyzes proxy policies based on whether they would adversely affect shareholders’ interests and make a company less attractive to own. In evaluating proxy policies each year, the Proxy Committee relies upon our own fundamental research, independent proxy research provided by unaffiliated third parties and information presented by company managements and shareholder groups.

Once the Proxy Committee establishes its recommendations, they are distributed to the firm’s portfolio managers as voting guidelines. Ultimately, the portfolio manager decides how to vote on the proxy proposals

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of companies in his or her portfolio. Because portfolio managers may have differences of opinion on portfolio companies and their proxies, or their portfolios may have different investment objectives, these factors, among others, may lead to different votes between portfolios on the same proxies. When portfolio managers cast votes that are counter to the Proxy Committee’s guidelines, they are required to document their reasons in writing to the Proxy Committee. Annually, the Proxy Committee reviews T. Rowe Price’s proxy voting process, policies, and voting records.

In order to facilitate the proxy voting process, T. Rowe Price has retained Institutional Shareholder Services (“ISS”), an expert in the proxy voting and corporate governance area, to provide proxy advisory and voting services. These services include in-depth research, analysis, and voting recommendations as well as vote execution, reporting, auditing and consulting assistance for the handling of proxy voting responsibility and corporate governance-related efforts. In order to reflect T. Rowe Price’s issue-by-issue voting guidelines as approved each year by the Proxy Committee, ISS maintains and implements a custom voting policy for the Price Funds and other client accounts. While the Proxy Committee relies upon ISS research in establishing T. Rowe Price’s voting guidelines—many of which are consistent with ISS positions—T. Rowe Price deviates from ISS recommendations on some general policy issues and a number of specific proxy proposals.

Fiduciary Considerations

T. Rowe Price’s decisions with respect to proxy issues are made in light of the anticipated impact of the issue on the desirability of investing in the portfolio company. Proxies are voted solely in the interests of the client, Price Fund shareholders or, where employee benefit plan assets are involved, in the interests of plan participants and beneficiaries. Practicalities and costs involved with international investing may make it impossible at times, and at other times disadvantageous, to vote proxies in every instance. For example, we might refrain from voting if we or our agents are required to appear in person at a shareholder meeting or if the exercise of voting rights results in the imposition of trading or other ownership restrictions.

Consideration Given Management Recommendations

One of the primary factors T. Rowe Price considers when determining the desirability of investing in a particular company is the quality and depth of its management. We recognize that a company’s management is entrusted with the day-to-day operations of the company, as well as its long-term direction and strategic planning, subject to the oversight of the company’s board of directors. Accordingly, our proxy voting guidelines are not intended to substitute our judgment for management’s with respect to the company’s day-to-day operations. Rather, our voting guidelines are designed to promote accountability of a company's management and board of directors to its shareholders, to align the interests of management with those of shareholders, and to encourage companies to adopt best practices in terms of their corporate governance. In addition to our voting guidelines, we rely on a company’s disclosures, its board’s recommendations, a company’s track record, country-specific best practices codes, our research providers and, most importantly, our investment professionals’ views, in making voting decisions.

T. Rowe Price Voting Policies

Specific voting guidelines have been established by the Proxy Committee for recurring issues that appear on proxies. The following is a summary of the more significant T. Rowe Price policies:

Election of Directors

For U.S. companies, T. Rowe Price generally supports slates with a majority of independent directors. However, T. Rowe Price may vote against outside directors that do not meet certain criteria relating to their independence, particularly when they serve on key board committees, such as compensation and nominating committees, for which we believe that all directors should be independent. Outside the U.S., we expect companies to adhere to the minimum independence standard established by regional corporate governance codes. At a minimum, however, we believe boards in all regions should include a blend of executive and non-executive members, and we are likely to vote against senior executives at companies without any independent directors. We also vote against directors who are unable to dedicate sufficient time to their board duties due to

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their commitment to other boards. We may vote against certain directors who have served on company boards where we believe there has been a gross failure in governance or oversight. Additionally, we may vote against directors for failing to establish a formal nominating committee and compensation committee members who approve excessive executive compensation or severance arrangements. We support efforts to elect all board members annually because boards with staggered terms act as deterrents to takeover proposals. To strengthen boards’ accountability to shareholders, T. Rowe Price generally supports proposals calling for a majority vote threshold for the election of directors and we may withhold votes from an entire board if they fail to implement shareholder proposals that receive majority support.

Executive Compensation

Our goal is to assure that a company’s equity-based compensation plan is aligned with shareholders’ long-term interests. We evaluate plans on a case-by-case basis, using a proprietary, scorecard-based approach that employs a number of factors, including dilution to shareholders, problematic plan features, burn rate, and the equity compensation mix. Plans that are constructed to effectively and fairly align executives’ and shareholders’ incentives generally earn our approval. Conversely, we oppose compensation packages that provide what we view as excessive awards to few senior executives, contain the potential for excessive dilution relative to the company’s peers, or rely on an inappropriate mix of options and full-value awards. We also may oppose equity plans at any company where we deem the overall compensation practices to be problematic. We generally oppose plans that give a company the ability to reprice options or to grant options at below market prices, unless such plans appropriately balance shareholder and employee interests, and the retention of key personnel has become a genuine risk to the company’s business. For companies with particularly egregious pay practices such as excessive severance packages, executives with outsized pledged/hedged stock positions, executive perks, and bonuses that are not adequately linked to performance, we may vote against compensation committee members. We analyze management proposals requesting ratification of a company’s executive compensation. Finally, we may withhold votes from compensation committee members or even the entire board if we have cast votes against a company’s “Say-on-Pay” vote in consecutive years.

Mergers and Acquisitions

T. Rowe Price considers takeover offers, mergers, and other extraordinary corporate transactions on a case-by-case basis to determine if they are beneficial to shareholders’ current and future earnings stream and to ensure that the Price Funds and our clients are receiving fair compensation in exchange for their investment. We generally oppose proposals for the ratification of executive severance packages (“Say on Golden Parachute” proposals) in conjunction with merger transactions because we believe these arrangements are, by and large, unnecessary, and they reduce the alignment of executives’ incentives with shareholders’ interests.

Anti-takeover, Capital Structure, and Corporate Governance Issues

T. Rowe Price generally opposes anti-takeover measures since they adversely impact shareholder rights and limit the ability of shareholders to act on possible value-enhancing transactions. Such anti-takeover mechanisms include classified boards, supermajority voting requirements, dual share classes and poison pills. We also generally oppose proposals that give management a “blank check” to create new classes of stock with disparate rights and privileges. When voting on capital structure proposals, we will consider the dilutive impact to shareholders and the effect on shareholder rights. We may support shareholder proposals that call for the separation of the Chairman and CEO positions if we determine that insufficient governance safeguards are in place at the company.

Social and Corporate Responsibility Issues

T. Rowe Price generally votes with a company’s management on social, environmental, and corporate responsibility issues unless they have substantial investment implications for the company’s business and operations that have not been adequately addressed by management. T. Rowe Price supports well-targeted shareholder proposals on environmental and other public policy issues that are particularly relevant to a company’s businesses.

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Monitoring and Resolving Conflicts of Interest

The Proxy Committee is also responsible for monitoring and resolving possible material conflicts between the interests of T. Rowe Price and those of its clients with respect to proxy voting. We have adopted safeguards to ensure that our proxy voting is not influenced by interests other than those of our fund shareholders. While membership on the Proxy Committee is diverse, it does not include individuals whose primary duties relate to client relationship management, marketing, or sales. Since our voting guidelines are predetermined by the Proxy Committee using recommendations from RMG, an independent third party, application of the T. Rowe Price guidelines to vote clients’ proxies should in most instances adequately address any possible conflicts of interest. However, for proxy votes inconsistent with T. Rowe Price guidelines, the Proxy Committee reviews all such proxy votes in order to determine whether the portfolio manager’s voting rationale appears reasonable. The Proxy Committee also assesses whether any business or other relationships between T. Rowe Price and a portfolio company could have influenced an inconsistent vote on that company’s proxy. Issues raising possible conflicts of interest are referred to designated members of the Proxy Committee for immediate resolution prior to the time T. Rowe Price casts its vote. With respect to personal conflicts of interest, T. Rowe Price’s Code of Ethics requires all employees to avoid placing themselves in a “compromising position” where their interests may conflict with those of our clients and restricts their ability to engage in certain outside business activities. Portfolio managers or Proxy Committee members with a personal conflict of interest regarding a particular proxy vote must recuse themselves and not participate in the voting decisions with respect to that proxy.

Index, Retirement, and Spectrum Funds

Voting of T. Rowe Price Group, Inc., common stock (sym: TROW) by certain T. Rowe Price index funds will be done in all instances in accordance with T. Rowe Price policy, and votes inconsistent with policy will not be permitted. The Retirement and Spectrum Funds own shares in underlying T. Rowe Price funds. If an underlying T. Rowe Price fund has a shareholder meeting, the Retirement and Spectrum Funds normally would vote their shares in the underlying fund in the same proportion as the votes of the other shareholders of the underlying fund. This is known as “echo voting” and is designed to avoid any potential for a conflict of interest. This same process would be followed with respect to any T. Rowe Price funds owning shares in other T. Rowe Price funds (other than the TRP Reserve Funds).

T. Rowe Price Proxy Vote Disclosure

T. Rowe Price funds make broad disclosure of their proxy votes on troweprice.com and on the SEC’s Internet site at http://www.sec.gov. All funds, regardless of their fiscal years, must file with the SEC by August 31, their proxy voting records for the most recent 12-month period ended June 30.

FEDERAL REGISTRATION OF SHARES

The funds’ shares (except for the TRP Reserve Funds) are registered for sale under the 1933 Act. Registration of the funds’ shares are not required under any state law, but the funds are required to make certain filings with and pay fees to the states in order to sell their shares in the states.

LEGAL COUNSEL

Willkie Farr & Gallagher LLP, whose address is 787 Seventh Avenue, New York, New York 10019, is legal counsel to the funds.

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RATINGS OF COMMERCIAL PAPER

Moody’s Investors Service, Inc. P-1 superior capacity for repayment. P-2 strong capacity for repayment. P-3  acceptable capacity for repayment of short-term promissory obligations.

Standard & Poor’s Corporation A-1 highest category, degree of safety regarding timely payment is strong. Those issues determined to possess extremely strong safety characteristics are denoted with a plus sign (+) designation. A-2 satisfactory capacity to pay principal and interest. A-3 adequate capacity for timely payment, but are more vulnerable to adverse effects of changes in circumstances than higher-rated issues. B and C speculative capacity to pay principal and interest.

Fitch Ratings F-1+ exceptionally strong credit quality, strongest degree of assurance for timely payment. F-1 very strong credit quality. F-2 good credit quality, having a satisfactory degree of assurance for timely payment. F-3 fair credit quality, assurance for timely payment is adequate, but adverse changes could cause the securities to be rated below investment grade.

Moody’s Investors Service, Inc. The rating of Prime-1 is the highest commercial paper rating assigned by Moody’s. Among the factors considered by Moody’s in assigning ratings are the following: valuation of the management of the issuer; economic evaluation of the issuer’s industry or industries and an appraisal of speculative-type risks which may be inherent in certain areas; evaluation of the issuer’s products in relation to competition and customer acceptance; liquidity; amount and quality of long-term debt; trend of earnings over a period of 10 years; financial strength of the parent company and the relationships which exist with the issuer; and recognition by the management of obligations which may be present or may arise as a result of public interest questions and preparations to meet such obligations. These factors are all considered in determining whether the commercial paper is rated P1, P2, or P3.

Standard & Poor’s Ratings Services Commercial paper rated A (highest quality) by S&P has the following characteristics: liquidity ratios are adequate to meet cash requirements; long-term senior debt is rated “A” or better, although in some cases “BBB” credits may be allowed. The issuer has access to at least two additional channels of borrowing. Basic earnings and cash flow have an upward trend with allowance made for unusual circumstances. Typically, the issuer’s industry is well established and the issuer has a strong position within the industry. The reliability and quality of management are unquestioned. The relative strength or weakness of the above factors determines whether the issuer’s commercial paper is rated A1, A2, or A3.

Fitch Ratings Fitch 1–Highest grade Commercial paper assigned this rating is regarded as having the strongest degree of assurance for timely payment. Fitch 2–Very good grade Issues assigned this rating reflect an assurance of timely payment only slightly less in degree than the strongest issues.

RATINGS OF CORPORATE DEBT SECURITIES

Moody’s Investors Service, Inc.

Aaa–Bonds rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as “gilt edged.”

Aa–Bonds rated Aa are judged to be of high quality by all standards. Together with the Aaa group, they comprise what are generally known as high-grade bonds.

A–Bonds rated A possess many favorable investment attributes and are to be considered as upper medium-grade obligations.

Baa–Bonds rated Baa are considered as medium-grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present, but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.

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Ba–Bonds rated Ba are judged to have speculative elements: their futures cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class.

B–Bonds rated B generally lack the characteristics of a desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.

Caa–Bonds rated Caa are of poor standing. Such issues may be in default, or there may be present elements of danger with respect to repayment of principal or payment of interest.

Ca–Bonds rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings.

C–Bonds rated C represent the lowest rated and have extremely poor prospects of attaining investment standing.

Standard & Poor’s Corporation

AAA–This is the highest rating assigned by Standard & Poor’s to a debt obligation and indicates an extremely strong capacity to pay principal and interest.

AA–Bonds rated AA also qualify as high-quality debt obligations. Capacity to pay principal and interest is very strong.

A–Bonds rated A have a strong capacity to pay principal and interest, although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions.

BBB–Bonds rated BBB are regarded as having an adequate capacity to pay principal and interest. Whereas they normally exhibit adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay principal and interest for bonds in this category than for bonds in the A category.

BB, B, CCC, CC, C–Bonds rated BB, B, CCC, CC, and C are regarded on balance as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal. BB indicates the lowest degree of speculation and C the highest degree of speculation. While such bonds will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions.

D–In default.

Fitch Ratings

AAA–High grade, broadly marketable, suitable for investment by trustees and fiduciary institutions, and liable to slight market fluctuation other than through changes in the money rate. The prime feature of an AAA bond is the showing of earnings several times or many times interest requirements for such stability of applicable interest that safety is beyond reasonable question whenever changes occur in conditions. Other features may enter, such as wide margin of protection through collateral, security, or direct lien on specific property. Sinking funds or voluntary reduction of debt by call or purchase are often factors, while guarantee or assumption by parties other than the original debtor may influence the rating.

AA–Of safety virtually beyond question and readily salable. Their merits are not greatly unlike those of AAA class, but a bond so rated may be junior, though of strong lien, or the margin of safety is less strikingly broad. The issue may be the obligation of a small company, strongly secured, but influenced as to rating by the lesser financial power of the enterprise and more local type of market.

A–Bonds rated A are considered to be investment grade and of high credit quality. The obligor’s ability to pay interest and repay principal is considered to be strong but may be more vulnerable to adverse changes in economic conditions and circumstances than bonds with higher ratings.

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BBB–Bonds rated BBB are considered to be investment grade and of satisfactory credit quality. The obligor’s ability to pay interest and repay principal is considered to be adequate. Adverse changes in economic conditions and circumstances, however, are more likely to have adverse impact on these bonds and therefore impair timely payment. The likelihood that the ratings of these bonds will fall below investment grade is higher than for bonds with higher ratings.

BB, B, CCC, CC, and C–Bonds rated BB, B, CCC, CC, and C are regarded on balance as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligation for bond issues not in default. BB indicates the lowest degree of speculation and C the highest degree of speculation. The rating takes into consideration special features of the issue, its relationship to other obligations of the issuer, and the current and prospective financial condition and operating performance of the issuer.

RATINGS OF MUNICIPAL NOTES AND VARIABLE RATE SECURITIES

Moody’s Investors Service, Inc. VMIG1/MIG-1 the best quality. VMIG2/MIG-2 high quality, with margins of protection ample, though not so large as in the preceding group. VMIG3/MIG-3 favorable quality, with all security elements accounted for, but lacking the undeniable strength of the preceding grades. Market access for refinancing, in particular, is likely to be less well established. SG adequate quality, but there is specific risk.

Standard & Poor’s Corporation SP-1 very strong or strong capacity to pay principal and interest. Those issues determined to possess overwhelming safety characteristics will be given a plus (+) designation. SP-2 satisfactory capacity to pay interest and principal. SP-3 speculative capacity to pay principal and interest.

Fitch Ratings F-1+ exceptionally strong credit quality, strongest degree of assurance for timely payment. F-1 very strong credit quality. F-2 good credit quality, having a satisfactory degree of assurance for timely payment. F-3 fair credit quality, assurance for timely payment is adequate, but adverse changes could cause the securities to be rated below investment grade.

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PART C

OTHER INFORMATION

Item 28. Exhibits

(a)(1) Articles of Incorporation of Registrant, dated July 1, 1983 (electronically filed with Amendment No. 19 dated April 25, 1994)

(a)(2) Articles of Amendment, dated April 28, 1976, May 1, 1981, July 1, 1983 (electronically filed with Amendment No. 19 dated April 25, 1994)

(a)(3) Articles Supplementary, dated November 7, 1991 (electronically filed with Amendment No. 19 dated
April 25, 1994)

(a)(4) Articles of Amendment, dated October 16, 1998 (electronically filed with Amendment No. 25 dated September 30, 1999)

(a)(5) Articles Supplementary, dated September 5, 2002 (electronically filed with Amendment No. 29 dated September 27, 2002)

(a)(6) Articles Supplementary, dated June 30, 2005 (electronically filed with Amendment No. 32 dated September 26, 2005)

(a)(7) Articles Supplementary, dated October 23, 2007 (electronically filed with Amendment No. 36 dated September 25, 2008)

(a)(8) Articles Supplementary, dated April 20, 2011 (electronically filed with Amendment No. 39 dated September 27, 2011)

(a)(9) Articles Supplementary, dated August 29, 2013

(b) By-Laws of Registrant, as amended November 28, 1973, January 24, 1979, May 1, 1981, January 21, 1982, January 1, 1983, January 21, 1988, April 20, 1990, July 1, 1991, July 20, 1993, January 18, 1994, July 21, 1999, October 16, 2002, February 5, 2003, April 21, 2004, February 8, 2005, July 22, 2008, and October 17, 2011 (electronically filed with Amendment No. 41 dated September 27, 2012)

(c) Article SEVENTH, Section I--Issue of the Corporation's Shares and Section II--Redemption and Repurchase of the Corporation's Shares, in their entirety, from the Registrant's Articles of Incorporation, is hereby incorporated by referenced from Amendment No. 19 electronically filed and dated April 25, 1994 and Article II, Stockholders, in its entirety, and Article VIII, Capital Stock, in its entirety, from the Registrant's By-Laws, are also hereby incorporated by reference from Amendment No. 19 electronically filed and dated April 25, 1994

(d)(1) Investment Management Agreement between Registrant and T. Rowe Price Associates, Inc., dated July 1, 1987 (electronically filed with Amendment No. 19 dated April 25, 1994)

(d)(2) Amended Investment Management Agreement between Registrant and T. Rowe Price Associates, Inc., dated August 1, 2004 (electronically filed with Amendment No. 31 dated September 29, 2004)

(e) Underwriting Agreement between Registrant and T. Rowe Price Investment Services, Inc., dated May 1, 2003 (electronically filed with Amendment No. 30 dated September 26, 2003)

(f) Inapplicable

(g) Custody Agreements

(g)(1) Custodian Agreement between T. Rowe Price Funds and State Street Bank and Trust Company, dated January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, June 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2010, April 29, 2010, July 6, 2010, July 21, 2010, October 21, 2010,


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April 15, 2011, April 20, 2011, October 17, 2011, February 9, 2012, April 24, 2012, September 9, 2012, November 7, 2012, March 14, 2013, April 4, 2013, April 22, 2013, and July 1, 2013

(g)(2) Global Custody Agreement between JP Morgan Chase Bank and T. Rowe Price Funds, dated January 3, 1994, as amended April 18, 1994, August 15, 1994, November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October 29, 1997, December 15, 1998, October 6, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, July 24, 2001, April 24, 2002, July 24, 2002, July 23, 2003, October 22, 2003, September 20, 2004, December 14, 2005, April 19, 2006, October 18, 2006, April 24, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, October 1, 2009, October 20, 2009, December 16, 2009, February 10, 2010, April 29, 2010, July 21, 2010, February 3, 2011, April 21, 2011, July 29, 2011, October 17, 2011, February 8, 2012, April 24, 2012, February 5, 2013, and March 5, 2013

(h) Other Agreements

(h)(1) Transfer Agency and Service Agreement between T. Rowe Price Services, Inc. and T. Rowe Price Funds, dated January 1, 2013, as amended February 5, 2013, March 5, 2013, April 24, 2013, July 1, 2013, and July 24, 2013

(h)(2) Agreement between T. Rowe Price Associates, Inc. and T. Rowe Price Funds for Fund Accounting Services, dated January 1, 2013, as amended February 5, 2013, March 5, 2013, April 24, 2013, July 1, 2013, and July 24, 2013

(h)(3) Agreement between T. Rowe Price Retirement Plan Services, Inc. and the T. Rowe Price Funds, dated January 1, 2013, as amended February 5, 2013, March 5, 2013, April 24, 2013, and July 24, 2013

(i) Inapplicable

(j) Other Opinions

(j)(1) Consent of Independent Registered Public Accounting Firm

(j)(2) Opinion of Counsel

(j)(3) Power of Attorney

(k) Inapplicable

(l) Inapplicable

(m)(1) Rule 12b-1 Plan for the T. Rowe Price New Income Fund–Advisor Class dated May 1, 2003 (electronically filed with Amendment No. 30 dated September 26, 2003)

(m)(2) Rule 12b-1 Plan for the T. Rowe Price New Income Fund–R Class dated May 1, 2003 (electronically filed with Amendment No. 30 dated September 26, 2003)

(m)(3) Form of Selling Agreement to be used by T. Rowe Price Investment Services, Inc. (electronically filed with Amendment No. 28 dated September 4, 2002)

(n) Rule 18f-3 Plan for the T. Rowe Price New Income Fund–Advisor Class and R Class dated July 24, 2002 (electronically filed with Amendment No. 28 dated September 4, 2002)

(p) Code of Ethics and Conduct, dated June 3, 2013

Item 29. Persons Controlled by or Under Common Control With Registrant

None

Item 30. Indemnification

The Registrant maintains comprehensive Errors and Omissions and Officers and Directors insurance policies written by ICI Mutual. These policies provide coverage for T. Rowe Price Associates, Inc. (“Manager”), and its subsidiaries and affiliates as listed in Item 31 of this Registration Statement and all other investment companies in the T. Rowe Price family of mutual funds. In addition to the corporate insureds, the policies also cover the officers, directors, and


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employees of the Manager, its subsidiaries, and affiliates. The premium is allocated among the named corporate insureds in accordance with the provisions of Rule 17d-1(d)(7) under the Investment Company Act of 1940.

General. The Charter of the Corporation provides that to the fullest extent permitted by Maryland or federal law, no director or officer of the Corporation shall be personally liable to the Corporation or the holders of Shares for money damages and each director and officer shall be indemnified by the Corporation; provided, however, that nothing therein shall be deemed to protect any director or officer of the Corporation against any liability to the Corporation of the holders of Shares to which such director or officer would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

Article X, Section 10.01 of the Registrant’s By-Laws provides as follows:

Section 10.01. Indemnification and Payment of Expenses in Advance: The Corporation shall indemnify any individual (“Indemnitee”) who is a present or former director, officer, employee, or agent of the Corporation, or who is or has been serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, who, by reason of his position was, is, or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (hereinafter collectively referred to as a “Proceeding”) against any judgments, penalties, fines, settlements, and reasonable expenses (including attorneys’ fees) incurred by such Indemnitee in connection with any Proceeding, to the fullest extent that such indemnification may be lawful under Maryland law. The Corporation shall pay any reasonable expenses so incurred by such Indemnitee in defending a Proceeding in advance of the final disposition thereof to the fullest extent that such advance payment may be lawful under Maryland law. Subject to any applicable limitations and requirements set forth in the Corporation’s Articles of Incorporation and in these By-Laws, any payment of indemnification or advance of expenses shall be made in accordance with the procedures set forth in Maryland law.

Notwithstanding the foregoing, nothing herein shall protect or purport to protect any Indemnitee against any liability to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office (“Disabling Conduct”).

Anything in this Article X to the contrary notwithstanding, no indemnification shall be made by the Corporation to any Indemnitee unless:

(a) there is a final decision on the merits by a court or other body before whom the Proceeding was brought that the Indemnitee was not liable by reason of Disabling Conduct; or

(b) in the absence of such a decision, there is a reasonable determination, based upon a review of the facts, that the Indemnitee was not liable by reason of Disabling Conduct, which determination shall be made by:

 (i) the vote of a majority of a quorum of directors who are neither “interested persons” of the Corporation as defined in Section 2(a)(19) of the Investment Company Act, nor parties to the Proceeding; or

 (ii) an independent legal counsel in a written opinion.

Anything in this Article X to the contrary notwithstanding, any advance of expenses by the Corporation to any Indemnitee shall be made only upon the undertaking by such Indemnitee to repay the advance unless it is ultimately determined that such Indemnitee is entitled to indemnification as above provided, and only if one of the following conditions is met:

(a) the Indemnitee provides a security for his undertaking; or

(b) the Corporation shall be insured against losses arising by reason of any lawful advances; or

(c) there is a determination, based on a review of readily available facts, that there is reason to believe that the Indemnitee will ultimately be found entitled to indemnification, which determination shall be made by:

 (i) a majority of a quorum of directors who are neither “interested persons” of the Corporation as defined in Section 2(a)(19) of the Investment Company Act, nor parties to the Proceeding; or

 (ii) an independent legal counsel in a written opinion.


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Section 10.02. Insurance of Officers, Directors, Employees, and Agents. To the fullest extent permitted by applicable Maryland law and by Section 17(h) of the Investment Company Act of 1940, as from time to time amended, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against him and incurred by him in or arising out of his position, whether or not the Corporation would have the power to indemnify him against such liability.

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Item 31. Business and Other Connections of Investment Manager

T. Rowe Price Group, Inc. (“T. Rowe Price Group”) is an independent asset management firm that is committed to serving the needs of investors worldwide and owns 100% of the stock of T. Rowe Price Associates, Inc. T. Rowe Price Group is a Maryland corporation and was formed in 2000 as a holding company for the T. Rowe Price affiliated companies. T. Rowe Price Group is the direct or indirect owner of multiple subsidiaries.

T. Rowe Price Associates, Inc. (“Price Associates”), a wholly owned subsidiary of T. Rowe Price Group, was incorporated in Maryland in 1947. Price Associates serves as investment adviser to individual and institutional investors, including managing private counsel client accounts, serving as adviser and subadviser to U.S. and foreign registered investment companies, and providing investment advice to T. Rowe Price Trust Company as trustee of several Maryland-registered domestic common trust funds. Price Associates is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940.

T. Rowe Price Savings Bank (“Savings Bank”), a wholly owned subsidiary of Price Associates, was organized in Maryland in 2000 as a federally chartered savings bank. The Savings Bank provides federally insured bank products to a national customer base.

T. Rowe Price International, Inc. (“TRPI”) was incorporated in Maryland in 1979 and provided investment management services with respect to foreign securities for registered investment companies and other institutional investors. TRPI was formerly registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, and was also registered or licensed with the United Kingdom Financial Services Authority, the Monetary Authority of Singapore (“MAS”), and the Securities and Futures Commission of Hong Kong (“SFC”). TRPI was merged into Price Associates in 2010.

T. Rowe Price International Ltd, a wholly owned subsidiary of Price Associates, was organized in 2000 as a United Kingdom corporation. In 2010, the corporation changed its name from T. Rowe Price Global Investment Services Limited to T. Rowe Price International Ltd (“Price International”). Price International is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, and is also registered or licensed with the United Kingdom Financial Conduct Authority (“FCA”), the Kanto Local Finance Bureau, and the Financial Services Agency of Japan, among other global regulators. Price International sponsors and serves as adviser to foreign collective investment schemes and is, along with Price Hong Kong (as defined below), responsible for marketing and client servicing for non-U.S. clients. Price International provides investment management services to registered investment companies and other institutional investors, and may delegate investment management responsibilities to Price Associates, T. Rowe Price Hong Kong Limited, and/or T. Rowe Price Singapore Private Ltd. Price International also acts as sponsor, investment manager, and primary distributor of the T. Rowe Price Funds SICAV. Price International is headquartered in London and has several other branch offices around the world.


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T. Rowe Price Hong Kong Limited (“Price Hong Kong”), a wholly owned subsidiary of Price International, was organized as a Hong Kong limited company in 2010. Price Hong Kong is responsible for marketing and client servicing of non-US clients based in certain Asian countries, including Hong Kong and Taiwan. Price Hong Kong is licensed with the SFC and is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940. Price Hong Kong serves as a subadviser to registered investment companies and other commingled products for which Price International serves as adviser, and provides investment management services for other clients who seek to primarily invest in securities markets of the Asia-Pacific region (excluding Japan and Australia).

T. Rowe Price Singapore Private Ltd. (“Price Singapore”), a wholly owned subsidiary of Price International, was organized as a Singapore limited private company in 2010. Price Singapore holds a Capital Markets Service License in Fund Management with the MAS and is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940. Price Singapore serves as a subadviser to registered investment companies, and may provide investment management services for institutional clients and certain commingled products for which Price International serves as adviser.

T. Rowe Price (Switzerland) GmbH, a wholly owned subsidiary of Price International, was organized as a Swiss limited company in 2011. T. Rowe Price (Switzerland) GmbH is responsible for marketing and client servicing for institutional clients.

T. Rowe Price Global Asset Management Limited (“Global Asset Management”), was a U.K. corporation, and was formerly licensed with the FCA and registered with the SEC as an investment adviser under the Investment Advisers Act of 1940. Global Asset Management was dissolved and liquidated in 2010.

T. Rowe Price Investment Services, Inc. (“Investment Services”), a wholly owned subsidiary of Price Associates, was incorporated in Maryland in 1980 for the specific purpose of acting as principal underwriter and distributor of the registered investment companies for which Price Associates serves as sponsor and investment adviser (the “Price Funds”). Investment Services also serves as distributor of interests in certain section 529 college savings plans managed by Price Associates. Investment Services is registered as a broker-dealer under the Securities Exchange Act of 1934 and is a member of the Financial Industry Regulatory Authority, Inc. Investment Services’ Brokerage division acts as an introducing broker-dealer for customers who want to buy and sell individual securities.

T. Rowe Price Services, Inc. (“Price Services”), a wholly owned subsidiary of Price Associates, was incorporated in Maryland in 1982 and is registered as a transfer agent under the Securities Exchange Act of 1934. Price Services provides transfer agent, dividend disbursing, and certain other services, including accounting and shareholder services, to the Price Funds and section 529 college savings plans, and also provides shareholder services to certain affiliates of Price Associates.

T. Rowe Price Retirement Plan Services, Inc. (“RPS”), a wholly owned subsidiary of Price Associates, was incorporated in Maryland in 1991 and is registered as a transfer agent under the Securities Exchange Act of 1934. RPS provides administrative and recordkeeping services to employee benefit plan clients.

T. Rowe Price Trust Company (“Trust Company”), a wholly owned subsidiary of Price Associates, was incorporated in 1983 as a Maryland-chartered limited-service trust company for the purpose of providing fiduciary services. Under its charter, the Trust Company is not permitted to accept deposits or make commercial loans. The Trust Company serves as directed trustee and/or custodian for certain retirement plans and accounts, including Price Fund individual retirement accounts and certain pre-approved retirement plans offered through Trust Company affiliates. The Trust Company has established and maintains common trust funds (also known as collective investment funds) that are available to qualified and government retirement plans.

TRPH Corporation, a wholly owned subsidiary of Price Associates, was incorporated in 1997 to acquire an interest in a U.K.-based corporate finance advisory firm.

T. Rowe Price Recovery Fund II Associates, L.L.C., is a Maryland limited liability company (with Price Associates and the Trust Company as its members) incorporated in 1996 to serve as General Partner of T. Rowe Price Recovery Fund II, L.P., a Delaware limited partnership which invests in financially distressed companies.

T. Rowe Price (Canada), Inc. (“TRP Canada”), a wholly owned subsidiary of Price Associates, was incorporated in Maryland in 1988 and is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940. TRP Canada is also registered with the Ontario, Manitoba, British Columbia, Alberta, Nova Scotia, Newfoundland and


Page 6

Labrador, and New Brunswick Securities Commissions, the Saskatchewan Financial Services Commission, and the Autorité des Marchés Financiers in Quebec. TRP Canada provides advisory services to institutional clients residing in Canada and delegates investment management services to Price Associates, Price International, Price Hong Kong, and/or Price Singapore.

T. Rowe Price Insurance Agency, Inc., a wholly owned subsidiary of T. Rowe Price Group, was incorporated in Maryland in 1994 and licensed to do business in several states to act primarily as a distributor of proprietary variable annuity products.

Since 1983, Price Associates has organized several distinct Maryland limited partnerships, which are informally called the Pratt Street Ventures partnerships, for the purpose of acquiring interests in growth-oriented businesses.

TRP Suburban, Inc. (“TRP Suburban”), a wholly owned subsidiary of Price Associates, was incorporated in Maryland in 1990. TRP Suburban entered into agreements with McDonogh School and CMANE-McDonogh-Rowe Limited Partnership to construct an office building in Owings Mills, Maryland, which currently houses Price Associates investment technology personnel.

TRP Suburban Second, Inc., a wholly owned Maryland subsidiary of Price Associates, was incorporated in 1995 to primarily engage in the development and ownership of real property located in Owings Mills, Maryland. The corporate campus houses transfer agent, plan administrative services, retirement plan services, and operations support functions.

TRP Colorado Springs, LLC, a wholly owned Maryland subsidiary of Price Associates, was formed in 2006 to primarily engage in the development and ownership of real property located in Colorado Springs, Colorado.

TRP Office Florida, LLC, a wholly owned Maryland subsidiary of Price Associates, was formed in 2009 to primarily engage in the development and ownership of real property located in Tampa, Florida.

T. Rowe Price Advisory Services, Inc., (“Advisory Services”), a wholly owned subsidiary of T. Rowe Price Group, was incorporated in Maryland in 2000. Advisory Services is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, and provides investment advisory services to individuals, including shareholders of the Price Funds.

T. Rowe Price (Luxembourg) Management S.a.r.l. is a Luxembourg company, incorporated on April 5, 1990 (and purchased by T. Rowe Price Group on May 23, 2003). The Company acts as the sponsor of certain Luxembourg FCPs, and a Cayman fund, and is charged with the administration and management of the funds. The Company outsources all functions associated with such administration and management.

Directors of T. Rowe Price Group

Listed below are the directors and executive officers of T. Rowe Price Group who have other substantial businesses, professions, vocations, or employment aside from their association with Price Associates:

James T. Brady, Director of T. Rowe Price Group. Mr. Brady is the Mid-Atlantic Managing Director of Ballantrae International, Ltd., a management consulting firm. He currently serves on the Board of Directors of McCormick & Company, Inc., a manufacturer, marketer, and distributor of spices and seasonings. Mr. Brady’s address is 5625 Broadmoor Terrace, Ijamsville, Maryland 21754.

Mary K. Bush, Director of T. Rowe Price Group. Ms. Bush has served as president of Bush International, LLC, which advises U.S. corporations and foreign governments on international capital markets, strategic business, and economic matters, since 1991. She is also a senior managing director of Brock Capital Group, a corporate advisory and consulting firm. Ms. Bush serves on the boards of directors of Discover Financial Services, ManTech International Corporation, and Marriott International, Inc. Mrs. Bush’s address is 3509 Woodbine Street, Chevy Chase, Maryland 20815.

Donald B. Hebb, Jr., Director of T. Rowe Price Group. Mr. Hebb is the chairman of, and from 1990-2006 was the managing general partner of, ABS Capital Partners. Mr. Hebb’s address is 400 E. Pratt Street, Suite 910, Baltimore, Maryland 21202.

Freeman A. Hrabowski, III, Director of T. Rowe Price Group. Mr. Hrabowski has served as President of the University of Maryland since 1992. He serves as a consultant to the National Science Foundation, the National Institutes of


Page 7

Health, the National Academies, and universities and school systems nationally. He also serves on the boards of the Alfred P. Sloan Foundation, France-Merrick Foundation, Marguerite Casey Foundation (Chair), The Urban Institute, McCormick & Company, and the Baltimore Equitable Society. Mr. Hrabowski’s address is 1000 Hilltop Circle, Baltimore, Maryland 21250.

Robert F. MacLellan, Director of T. Rowe Price Group. Mr. MacLellan is non-executive chairman of Northleaf Capital Partners. Mr. MacLellan’s address is 79 Wellington Street West, Toronto, Ontario M5K 1N9.

Olympia J. Snowe, Director of T. Rowe Price Group. Ms. Snowe is chairman and CEO of Olympia Snowe, LLC, a policy and communications consulting firm, and a senior fellow at the Bipartisan Policy Center, where she serves on its board of directors and co-chairs its Commission on Political Reform. She currently serves on the National Advisory Board of the National Institute for Civil Discourse, and is a member of the Campaign to Fix the Debt’s bipartisan Congressional Fiscal Leadership Council. Ms. Snowe also served as Senator in the U.S. Senate from 1995-2013, and as a member of the U.S. House of Representatives from 1979-1995. Ms. Snowe’s address is One Canal Plaza, Suite 501, Portland, Maine 04101.

Dr. Alfred Sommer, Director of T. Rowe Price Group. Dr. Sommer served as dean of the Johns Hopkins Bloomberg School of Public Health from 1990 to 2005. He continues to serve as a Johns Hopkins Gilman Scholar and University Distinguished Service Professor; Dean Emeritus and Professor of International Health and Epidemiology at the Bloomberg School of Public Health; and Professor of Ophthalmology in the School of Medicine. He is a member of both the National Academy of Science and the Institute of Medicine. He also serves as Director of BD, Inc., a medical technology company; Chair of the Board of Directors of the Lasker Foundation; and Director of the Bloomberg Family Foundation. Dr. Sommer's address is 615 N. Wolfe Street, Room E6527, Baltimore, Maryland 21205.

Dwight S. Taylor, Director of T. Rowe Price Group. From 1998-2009, Mr. Taylor was president of COPT Development and Construction, LLC, a commercial real estate developer that is a subsidiary of Corporate Office Properties Trust. He is a director of MICROS Systems, Inc., a provider of information technology for the hospitality and retail industry. Mr. Taylor is a founding member of Associated Black Charities of Maryland and currently serves as Chairman of the Board of Trustees of the Baltimore Polytechnic Institute Foundation and as a member of the Board of Trustees of Lincoln University. Mr. Taylor’s address is 22 Stone Gate Court, Pikesville, Maryland 21208.

Anne Marie Whittemore, Director of T. Rowe Price Group. Ms. Whittemore is a partner of the law firm of McGuireWoods, L.L.P. and a Director of Owens & Minor, Inc. and Albemarle Corporation. Ms. Whittemore’s address is One James Center, Richmond, Virginia 23219.

The following are directors or executive officers of T. Rowe Price Group and/or the investment managers to the Price Funds (Price Associates, Price Hong Kong, Price International, and Price Singapore):

   

Name

Company Name

Position Held
With Company

Christopher D. Alderson

T. Rowe Price Group, Inc.

Vice President

T. Rowe Price Hong Kong Limited

Director

Vice President

Company’s Representative

T. Rowe Price International Ltd

Director

President – International Equity

T. Rowe Price (Luxembourg)
Management S.a.r.l

Manager

T. Rowe Price Singapore Private Ltd.

Director

Vice President


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Name

Company Name

Position Held
With Company

Edward C. Bernard

T. Rowe Price Advisory Services, Inc.

Director

President

T. Rowe Price Associates, Inc.

Director

Vice President

T. Rowe Price (Canada), Inc.

Director

President

T. Rowe Price Group, Inc.

Vice Chairman of the Board

Director

Vice President

T. Rowe Price Insurance Agency, Inc.

Director

President

T. Rowe Price International Ltd

Chief Executive Officer

Chairman of the Board

Director

T. Rowe Price Investment Services, Inc.

Chairman of the Board

Director

President

T. Rowe Price (Luxembourg)
Management S.a.r.l

Manager - Chairman

T. Rowe Price Retirement Plan Services, Inc.

Chairman of the Board

Director

T. Rowe Price Savings Bank

Chairman of the Board

Director

T. Rowe Price Services, Inc.

Chairman of the Board

Director

T. Rowe Price Trust Company

Chairman of the Board

Chief Executive Officer

Director

President

Jeremy M. Fisher

T. Rowe Price Group, Inc.

Vice President

T. Rowe Price Hong Kong Limited

Chief Compliance Officer

Vice President

T. Rowe Price International Ltd

Chief Compliance Officer

Vice President

T. Rowe Price Singapore Private Ltd.

Chief Compliance Officer

Vice President

John R. Gilner

T. Rowe Price Advisory Services, Inc.

Chief Compliance Officer

T. Rowe Price Associates, Inc.

Chief Compliance Officer

Vice President

T. Rowe Price (Canada), Inc.

Chief Compliance Officer

Vice President

T. Rowe Price Group, Inc.

Vice President

T. Rowe Price Investment Services, Inc.

Chief Compliance Officer

Vice President

Robert C.T. Higginbotham

T. Rowe Price Group, Inc.

Vice President

T. Rowe Price International Ltd

Director

President – International Investment Services

Ian D. Kelson

T. Rowe Price Associates, Inc.

Vice President

T. Rowe Price Group, Inc.

Vice President

T. Rowe Price International Ltd

Director

President – International Fixed Income


Page 9

   

Name

Company Name

Position Held
With Company

James A.C. Kennedy

T. Rowe Price Associates, Inc.

Director

President

T. Rowe Price Group, Inc.

Chief Executive Officer

Director

President

T. Rowe Price International Ltd

Vice President

Kenneth V. Moreland

T. Rowe Price Associates, Inc.

Chief Financial Officer

Vice President

TRP Colorado Springs, LLC

President

T. Rowe Price Group, Inc.

Chief Financial Officer

Vice President

Treasurer

TRP Office Florida, LLC

President

TRP Suburban, Inc.

Director

President

TRP Suburban Second, Inc.

Director

President

TRPH Corporation

Director

President


Page 10

   

Name

Company Name

Position Held
With Company

David Oestreicher

T. Rowe Price Advisory Services, Inc.

Director

Secretary

T. Rowe Price Associates, Inc.

Secretary

Vice President

T. Rowe Price (Canada), Inc.

Director

Secretary

Vice President

Ultimately Responsible Person

TRP Colorado Springs, LLC

Secretary

TRPH Corporation

Director

Secretary

Vice President

T. Rowe Price Group, Inc.

Secretary

Vice President

Chief Legal Officer

T. Rowe Price Hong Kong Limited

Vice President

T. Rowe Price Insurance Agency, Inc.

Director

Secretary

Vice President

T. Rowe Price International Ltd

Secretary

Vice President

T. Rowe Price Investment Services, Inc.

Director

Secretary

Vice President

TRP Office Florida, LLC

Secretary

T. Rowe Price Retirement Plan Services, Inc.

Director

Secretary

Vice President

T. Rowe Price Savings Bank

Secretary

T. Rowe Price Services, Inc.

Director

Secretary

Vice President

T. Rowe Price Singapore Private Ltd

Vice President

TRP Suburban, Inc.

Secretary

TRP Suburban Second, Inc.

Secretary

T. Rowe Price Trust Company

Director

Secretary

Vice President

Brian C. Rogers

T. Rowe Price Associates, Inc.

Chief Investment Officer

Director

Vice President

T. Rowe Price Group, Inc.

Chairman of the Board

Chief Investment Officer

Director

Vice President

T. Rowe Price Trust Company

Vice President


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Name

Company Name

Position Held
With Company

William W. Strickland, Jr.

T. Rowe Price Associates, Inc.

Vice President

T. Rowe Price Group, Inc.

Chief Technology Officer

Vice President

T. Rowe International Ltd

Vice President

T. Rowe Price Investment Services, Inc.

Director

Vice President

T. Rowe Price Retirement Plan Services, Inc.

Director

Vice President

T. Rowe Price Services, Inc.

Director

President

T. Rowe Price Trust Company

Vice President

William J. Stromberg

T. Rowe Price Associates, Inc.

Director

Vice President

T. Rowe Price (Canada), Inc.

Vice President

T. Rowe Price Group, Inc.

Vice President

T. Rowe Price Hong Kong Limited

Vice President

T. Rowe Price International Ltd

Vice President

T. Rowe Price Singapore Private Ltd.

Vice President

T. Rowe Price Trust Company

Vice President

Christine Po Kwan To

T. Rowe Price Group, Inc.

Vice President

T. Rowe Price Hong Kong Limited

Director

Vice President

Responsible Officer

T. Rowe Price Singapore Private Ltd.

Director

Keswaralingam Visuvalingam

T. Rowe Price Group, Inc.

Vice President

T. Rowe Price Hong Kong Limited

Director

Vice President

Responsible Officer

T. Rowe Price Singapore Private Ltd.

Chief Executive Officer

Director

Vice President

Paul W. Wojcik

T. Rowe Price Associates, Inc.

Vice President

T. Rowe Price Group, Inc.

Vice President

Chief Risk Officer

T. Rowe Price Trust Company

Vice President

Certain directors and officers of Group and Price Associates are also officers and/or directors of one or more of the Price Funds and/or one or more of the affiliated entities listed herein.

See also “Management of the Funds,” in Registrant’s Statement of Additional Information.

Item 32. Principal Underwriters

(a) The principal underwriter for the Registrant is Investment Services. Investment Services acts as the principal underwriter for the T. Rowe Price family of mutual funds, including the following investment companies:

 

T. Rowe Price Balanced Fund, Inc.

T. Rowe Price Blue Chip Growth Fund, Inc.

T. Rowe Price California Tax-Free Income Trust

T. Rowe Price Capital Appreciation Fund

T. Rowe Price Capital Opportunity Fund, Inc.

T. Rowe Price Corporate Income Fund, Inc.


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T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

T. Rowe Price Dividend Growth Fund, Inc.

T. Rowe Price Equity Income Fund

T. Rowe Price Equity Series, Inc.

T. Rowe Price Financial Services Fund, Inc.

T. Rowe Price Fixed Income Series, Inc.

T. Rowe Price Floating Rate Fund, Inc.

T. Rowe Price Global Allocation Fund, Inc.

T. Rowe Price Global Real Estate Fund, Inc.

T. Rowe Price Global Technology Fund, Inc.

T. Rowe Price GNMA Fund

T. Rowe Price Growth & Income Fund, Inc.

T. Rowe Price Growth Stock Fund, Inc.

T. Rowe Price Health Sciences Fund, Inc.

T. Rowe Price High Yield Fund, Inc.

T. Rowe Price Index Trust, Inc.

T. Rowe Price Inflation Focused Bond Fund, Inc.

T. Rowe Price Inflation Protected Bond Fund, Inc.

T. Rowe Price Institutional Equity Funds, Inc.

T. Rowe Price Institutional Income Funds, Inc.

T. Rowe Price Institutional International Funds, Inc.

T. Rowe Price International Funds, Inc.

T. Rowe Price International Index Fund, Inc.

T. Rowe Price International Series, Inc.

T. Rowe Price Media & Telecommunications Fund, Inc.

T. Rowe Price Mid-Cap Growth Fund, Inc.

T. Rowe Price Mid-Cap Value Fund, Inc.

T. Rowe Price Multi-Sector Account Portfolios, Inc.

T. Rowe Price New America Growth Fund

T. Rowe Price New Era Fund, Inc.

T. Rowe Price New Horizons Fund, Inc.

T. Rowe Price New Income Fund, Inc.

T. Rowe Price Personal Strategy Funds, Inc.

T. Rowe Price Prime Reserve Fund, Inc.

T. Rowe Price Real Assets Fund, Inc.

T. Rowe Price Real Estate Fund, Inc.

T. Rowe Price Reserve Investment Funds, Inc.

T. Rowe Price Retirement Funds, Inc.

T. Rowe Price Science & Technology Fund, Inc.

T. Rowe Price Short-Term Bond Fund, Inc.

T. Rowe Price Small-Cap Stock Fund, Inc.

T. Rowe Price Small-Cap Value Fund, Inc.

T. Rowe Price Spectrum Fund, Inc.


Page 13

 

T. Rowe Price State Tax-Free Income Trust

T. Rowe Price Strategic Income Fund, Inc.

T. Rowe Price Summit Funds, Inc.

T. Rowe Price Summit Municipal Funds, Inc.

T. Rowe Price Tax-Efficient Funds, Inc.

T. Rowe Price Tax-Exempt Money Fund, Inc.

T. Rowe Price Tax-Free High Yield Fund, Inc.

T. Rowe Price Tax-Free Income Fund, Inc.

T. Rowe Price Tax-Free Short-Intermediate Fund, Inc.

T. Rowe Price U.S. Bond Enhanced Index Fund, Inc.

T. Rowe Price U.S. Large-Cap Core Fund, Inc.

T. Rowe Price U.S. Treasury Funds, Inc.

T. Rowe Price Value Fund, Inc.

Investment Services is a wholly owned subsidiary of T. Rowe Price Associates, Inc., is registered as a broker-dealer under the Securities Exchange Act of 1934, and is a member of the Financial Industry Regulatory Authority, Inc. Investment Services has been formed for the limited purpose of distributing the shares of the Price Funds and will not engage in the general securities business. Investment Services will not receive any commissions or other compensation for acting as principal underwriter.

(b) The address of each of the directors and officers of Investment Services listed below is 100 East Pratt Street, Baltimore, Maryland 21202.

   

Name

Positions and Offices
With Underwriter

Positions and Offices

With Registrant

Edward C. Bernard

Chairman of the Board, Director, and President

Chairman of the Board

Todd M. Cleary

Director and Vice President

None

Scott B. David

Director and Vice President

None

David Oestreicher

Director, Vice President, and Secretary

Vice President

William W. Strickland, Jr.

Director and Vice President

None

John R. Gilner

Chief Compliance Officer and Vice President

Chief Compliance Officer

Constante R. Abaya

Vice President

None

Cheryl L. Armitage

Vice President

None

Steven J. Banks

Vice President

None

Cheri M. Belski

Vice President

None

Darrell N. Braman

Vice President

None

Michael D. Brinegar

Vice President

None

Martin P. Brown

Vice President

None

Margo B. Bryant

Vice President

None

Sheila P. Callahan

Vice President

None

Meredith C. Callanan

Vice President

None

Christopher E. Carpenter

Vice President

None

Laura H. Chasney

Vice President

None

Cynthia M. Ciangio

Vice President

None


Page 14

   

Dominick A. Cipolla

Vice President

None

Jerome A. Clark

Vice President

None

Basil Clarke

Vice President

None

Kathleen M. Coates

Vice President

None

Colleen S. Councell

Vice President

None

Mark Cover

Vice President

None

Christina P. Cragg

Vice President

None

Keith M. Crouse

Vice President

None

Joseph A. Crumbling

Vice President

None

Peter A. DeLibro

Vice President

None

Lauren D. DeLuca

Vice President

None

Sanjeev K. Dev

Vice President

None

Jean M. Dunn

Vice President

None

Heather C. Dzielak

Vice President

None

David J. Eikenberg

Vice President

None

Dennis J. Elliott

Vice President

None

James P. Erceg

Vice President

None

Christine S. Fahlund

Vice President

None

Richard A. Fernandez

Vice President

None

Andrew Fluet

Vice President

None

Gina Lea Franke

Vice President

None

Sherri L. Fryatt

Vice President

None

Thomas A. Gannon

Vice President

None

Michele J. Giangrande

Vice President

None

Andrew C. Goeller

Vice President

None

Jason L. Gounaris

Vice President

None

Leah B. Greenstein

Vice President

None

Seth Gusman

Vice President

None

Brian L. Habas

Vice President

None

John Halaby

Vice President

None

Douglas E. Harrison

Vice President

None

Philip E. Hauser

Vice President

None

Jeffrey J. Hill

Vice President

None

Keller L. Hoak

Vice President

None

Christopher J. Hufman

Vice President

None

Karen J. Igler

Vice President

None

Shawn M. Isaacson

Vice President

None

Audra M. Jones

Vice President

None

Thomas E. Kazmierczak, Jr.

Vice President

None

Jonathan Keeler

Vice President

None

Andrew V. Kyle

Vice President

None

Steven A. Larson

Vice President

None

Keith W. Lewis

Vice President

None


Page 15

   

Jane E. Maccubbin

Vice President

None

Karen M. Magness

Vice President

None

Michael A. McKenna

Vice President

None

Sebastian J. Mitchell

Vice President

None

Daniella Moiseyev-Cunniffe

Vice President

None

Thomas R. Morelli

Vice President

None

Dana P. Morgan

Vice President

None

Amy B. Murphy

Vice President

None

Paul Musante

Vice President

None

Barbara A. O’Connor

Controller and Vice President

None

Kristine A. Paden

Vice President

None

Wayne Park

Vice President

None

Glenn A. Pendleton

Vice President

None

David B. Petty

Vice President

None

John E. Pflieger

Vice President

None

Gregory L. Phillips

Vice President

None

Fran M. Pollack-Matz

Vice President

None

Brian R. Poole

Vice President

None

Seamus A. Ray

Vice President

None

Michael D. Regulski

Vice President

None

Jennifer L. Richardson

Vice President

None

George D. Riedel

Vice President

None

Stuart L. Ritter

Vice President

None

Mark B. Ruhe

Vice President

None

Megan Keyser Rumney

Vice President

None

Kevin C. Savage

Vice President

None

Christie C. Savio

Vice President

None

Dorothy C. Sawyer

Vice President

None

Jason M. Scarborough

Vice President

None

Mark A. Scarborough

Vice President

None

Ann R. Schultz

Vice President

None

Deborah D. Seidel

Vice President

Vice President

Robert A. Seidel

Vice President

None

John W. Seufert

Vice President

None

Nicholas A. Sheppard

Vice President

None

Scott L. Sherman

Vice President

None

Jae M. Shin

Vice President

None

Donna B. Singer

Vice President

None

Carole Hofmeister Smith

Vice President

None

Ian M. Smith

Vice President

None

Craig J. St. Thomas

Vice President

None

Stephanie S. Stearman

Vice President

None

Sandra L. Stinson

Vice President

None


Page 16

   

Scott Such

Vice President

None

John M. Townsend

Vice President

None

Alan P. Valenca

Vice President

None

Adam J. Varga

Vice President

None

Eric P. Wagner

Vice President

None

John H. Wallick

Vice President

None

Judith B. Ward

Vice President

None

Regina M. Watson

Vice President

None

Douglas A. Weaver

Vice President

None

William R. Weker, Jr.

Vice President

None

Donald J. Weldon, Jr.

Vice President

None

Lois A. Welsh

Vice President

None

Natalie C. Widdowson

Vice President

None

Barrett Wragg

Vice President

None

Lea B. Wray

Vice President

None

James Zurad

Vice President

None

Timothy S. Dignan

Treasurer and Vice President

None

Margaret K. Aldridge

Assistant Vice President

None

Kristen L. Alliger

Assistant Vice President

None

Brent A. Andersen

Assistant Vice President

None

Megan L. Anderson

Assistant Vice President

None

Lorraine J. Andrews

Assistant Vice President

None

Jason Lee Bandel

Assistant Vice President

None

Katherine Keene Becker

Assistant Vice President

None

Matthew J. Bender

Assistant Vice President

None

Rachael M. Berg

Assistant Vice President

None

Catherine L. Berkenkemper

Assistant Vice President

None

Robert R. Biden

Assistant Vice President

None

Jennifer K. Blair

Assistant Vice President

None

Thomas J. Bonner

Assistant Vice President

None

David C. Burbank

Assistant Vice President

None

Jason N. Butler

Assistant Vice President

None

Christopher J. Cappucci

Assistant Vice President

None

Danielle M. Chaisson

Assistant Vice President

None

Victor Coward

Assistant Vice President

None

Susan M. D’Angelo

Assistant Vice President

None

Martha Brock Daniel

Assistant Vice President

None

Benjamin P. DeFelice

Assistant Vice President

None

Patrick M. Delaney

Assistant Vice President

None

Bailey G. DeVries

Assistant Vice President

None

Daniel S. Dier

Assistant Vice President

None

David E. Donahoo

Assistant Vice President

None

Wayne C. Ewan

Assistant Vice President

None


Page 17

   

Daniel J. Funk

Assistant Vice President

None

Christopher M. Gaeng

Assistant Vice President

None

April D. Gelwicks

Assistant Vice President

None

David M. Gonzalez

Assistant Vice President

None

Christine A. Gorham

Assistant Vice President

None

Alan P. Graff

Assistant Vice President

None

Jason E. Hammond

Assistant Vice President

None

Jason A. Hoyle

Assistant Vice President

None

Daniel M. Jarrett

Assistant Vice President

None

Victoria Y. Kagler

Assistant Vice President

None

Nicole O. Kerstetter

Assistant Vice President

None

Suzanne M. Knoll

Assistant Vice President

None

Jeffrey A. Krawczak

Assistant Vice President

None

Michael K. Krawczyk

Assistant Vice President

None

Michael J. Kubik

Assistant Vice President

None

Douglas C. Lambert

Assistant Vice President

None

Richard Andrew Larkin, III

Assistant Vice President

None

Teneka Francis Lawrence

Assistant Vice President

None

Patricia B. Lippert

Assistant Vice President

Secretary

William J. Luecking

Assistant Vice President

None

Patrick R. Maloney

Assistant Vice President

None

Kristin D. Marsh

Assistant Vice President

None

Edward M. Martin

Assistant Vice President

None

Vinnett M. Mason

Assistant Vice President

None

Taylor L.B. Mayo

Assistant Vice President

None

Robert P. McDavid

Assistant Vice President

None

Keith McGurrin

Assistant Vice President

None

Susan L. Nakai

Assistant Vice President

None

Robert H. Nicholson

Assistant Vice President

None

Michael D. O’Neill

Assistant Vice President

None

Donald G. Phillips

Assistant Vice President

None

Samantha J. Pilon

Assistant Vice President

None

Victor M. Pita

Assistant Vice President

None

Valdra C. Pufpaff

Assistant Vice President

None

John K. Ramirez

Assistant Vice President

None

Shawn D. Reagan

Assistant Vice President

None

Andrew Redding

Assistant Vice President

None

Sean P. Rentch

Assistant Vice President

None

Michael M. Ryan

Assistant Vice President

None

Michael R. Saylor

Assistant Vice President

None

Rania B. Selfani

Assistant Vice President

None

Karen M. Sheehan

Assistant Vice President

None

 

   

Robert A. Skaare, II

Assistant Vice President

None


Page 18

   

Danielle Nicholson Smith

Assistant Vice President

None

Andrew W. Snyder

Assistant Vice President

None

Tatyana Y. Spencer

Assistant Vice President

None

Cory B. Stearman

Assistant Vice President

None

Christopher J. Temple

Assistant Vice President

None

Harsha Thayi

Assistant Vice President

None

Anthony J. Theodore

Assistant Vice President

None

Lauren B. Tripolitis

Assistant Vice President

None

Sara Walcott

Assistant Vice President

None

Caroline S.S. Walker

Assistant Vice President

None

Mark P. Whiskeyman

Assistant Vice President

None

Nicole S. Whitman

Assistant Vice President

None

Mickey P. Wienholt

Assistant Vice President

None

Mary G. Williams

Assistant Vice President

None

Virginia G. Connolly

Assistant Secretary

None

Joan E. Flister

Assistant Secretary

None

(c) Not applicable. Investment Services will not receive any compensation with respect to its activities as underwriter for the Price Funds.

Item 33. Location of Accounts and Records

All accounts, books, and other documents required to be maintained by the Registrant under Section 31(a) of the Investment Company Act of 1940 and the rules thereunder will be maintained by the Registrant at its offices at 100 East Pratt Street, Baltimore, Maryland 21202. Transfer, dividend disbursing, and shareholder service activities are performed by T. Rowe Price Services, Inc., at 4515 Painters Mill Road, Owings Mills, Maryland 21117. Custodian activities for the Registrant are performed at State Street Bank and Trust Company’s Service Center (State Street South), 1776 Heritage Drive, Quincy, Massachusetts 02171.

Custody of Registrant’s portfolio securities which are purchased outside the United States is maintained by JPMorgan Chase Bank, London, in its foreign branches, with other banks or foreign depositories. JPMorgan Chase Bank, London, is located at Woolgate House, Coleman Street, London EC2P 2HD England.

Item 34. Management Services

Registrant is not a party to any management-related service contract, other than as set forth in the Prospectus or Statement of Additional Information.

Item 35. Undertakings

(a) Not applicable


Page 19

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Baltimore, State of Maryland, this September 27, 2013.

 T. ROWE PRICE NEW INCOME FUND, INC.

 /s/Edward C. Bernard

By: Edward C. Bernard

 Chairman of the Board

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

   

Signature

Title

Date

   
   

/s/Edward C. Bernard

Chairman of the Board

September 27, 2013

Edward C. Bernard

(Chief Executive Officer)

 
   
   

/s/Gregory K. Hinkle

Treasurer (Chief

September 27, 2013

Gregory K. Hinkle

Financial Officer)

 
   
   

*

Director

September 27, 2013

William R. Brody

  
   
   

*

Director

September 27, 2013

 

   

Anthony W. Deering

  
   
   

*

Director

September 27, 2013

Donald W. Dick, Jr.

  
   
   
   

/s/Michael C. Gitlin

Director

September 27, 2013

Michael C. Gitlin

  
   
   

*

Director

September 27, 2013

Karen N. Horn

  
   
   

*

Director

September 27, 2013

Theo C. Rodgers

  
   
   

*

Director

September 27, 2013

John G. Schreiber

  


Page 20

   
   
   

*

Director

September 27, 2013

Mark. R. Tercek

  
   
   

*/s/David Oestreicher

Vice President and

September 27, 2013

David Oestreicher

Attorney-In-Fact

 


EX-99.A CHARTER 2 nifarticlesuppnif2013-20134.htm Untitled Document

T. ROWE PRICE NEW INCOME FUND, INC.

ARTICLES SUPPLEMENTARY
INCREASING AND CLASSIFYING AUTHORIZED STOCK
AS AUTHORIZED BY SECTION 2-105(c) OF
THE MARYLAND GENERAL CORPORATION LAW

 T. ROWE PRICE NEW INCOME FUND, INC., a Maryland corporation, having its principal office in Baltimore City, Maryland (hereinafter called the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST:  The Corporation is registered as an open-end investment company under the Investment Company Act of 1940, as amended.

SECOND: The Board of Directors of the Corporation has:

 (a) Duly increased the total number of shares of capital stock that the Corporation has authority to issue from 3,000,000,000 shares of Common Stock of the par value $1.00 per share, to 6,000,000,000 shares of Common Stock, par value $1.00 per share.

 (b) Duly divided and classified all of the authorized 6,000,000,000 shares of the Common Stock of the Corporation, par value $1.00 per share, into the following series and classes on the dates indicated in the parentheses following the names of the respective series and classes: T. Rowe Price New Income Fund (August 14, 1973) and T. Rowe Price New Income Fund-Advisor Class and T. Rowe Price New Income Fund-R Class (September 6, 2002). Each such series and/or class shall consist, until further changed, of the lesser of (x) 6,000,000,000 shares or (y) the number of shares that could be issued by issuing all of the shares of any series and/or class currently or hereafter classified less the total number of shares then issued and outstanding in all of such series and/or class.

THIRD:  As of immediately before the increase and reclassification, the total number of shares of capital stock which the Corporation has authority to issue is 3,000,000,000 shares of Common Stock, par value $1.00 per share, having an aggregate par value of $3,000,000,000.

FOURTH: As increased and reclassified, the total number of shares of capital stock which the Corporation has authority to issue is 6,000,000,000 shares of Common Stock, par value of $1.00 per share, having an aggregate par value of $6,000,000,000.

FIFTH:  Each newly authorized share of the Common Stock, par value $1.00 per share, shall have the same preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption applicable generally to shares of the Common Stock, par value $1.00 per share, as set forth in the Charter, as amended and supplemented to date.

SIXTH:  The total number of shares of capital stock that the Corporation has authority to issue has been increased pursuant to authority expressly vested in the Board of Directors by Section 2-105(c) of the Maryland General Corporation Law and in accordance with Article Sixth of the Charter of the Corporation.

SEVENTH: These Articles Supplementary shall become effective upon filing with the State Department of Assessments and Taxation of Maryland.


 IN WITNESS WHEREOF, the Corporation has caused these presents to be signed in its name and on its behalf by its Vice President and witnessed by its Secretary on this 29th day of August, 2013.

  

WITNESS:

T. ROWE PRICE NEW INCOME FUND, INC.

/s/Patricia B. Lippert

________________________________

Patricia B. Lippert, Secretary

/s/David Oestreicher

By:_________________________________

David Oestreicher, Vice President

 THE UNDERSIGNED, Vice President of T. Rowe Price New Income Fund, Inc., who executed on behalf of the Corporation the foregoing Articles Supplementary of which this certificate is made a part, hereby acknowledges in the name and on behalf of the Corporation the foregoing Articles Supplementary to be the corporate act of the Corporation and hereby certifies to the best of his or her knowledge, information and belief the matters and facts set forth herein with respect to the authorization and approval thereof are true in all material respects under the penalties of perjury.

/s/David Oestreicher

______________________________

David Oestreicher, Vice President

CAPS\Agreements\Articles Supplementary\NIF8-2013Article Supp Increasing Shares

2


EX-99.G CUST AGREEMT 3 custodianagreement-201215.htm Untitled Document

Custodian Agreement

 This Agreement is made as of January 28, 1998 by and between each entity set forth on Appendix A hereto (as such Appendix A may be amended from time to time) which executes a copy of this Agreement (each referred to herein as the “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company with its principal place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the “Custodian”).

Witnesseth:

 Whereas, each Fund desires to retain the Custodian to act as custodian of certain of the assets of the Fund, and the Custodian is willing to provide such to each Fund, upon the terms and conditions hereinafter set forth; and

 Whereas, except as otherwise set forth herein, this Agreement is intended to supersede that certain custodian contract among the parties hereto dated September 28, 1987, as amended; and

 Whereas, the Funds have retained Chase Manhattan Bank, N.A. to act as the Funds’ custodian with respect to the assets of each such Fund to be held outside of the United States of America (except as otherwise set forth in this Agreement) pursuant to a written custodian agreement (the “Foreign Custodian Agreement”),

 Now, Therefore, in consideration of the mutual covenants and agreements hereinafter contained, each of the parties hereto agrees as follows:

Section 1. Employment of Custodian and Property to be Held by It.

 Each Fund hereby employs the Custodian as the custodian of certain of its assets, including those securities it desires to be held within the United States of America (“domestic securities”) and those securities it desires to be held outside the United States of America (the “United States”) which are (i) not held on the Funds’ behalf by Chase Manhattan Bank, N.A. pursuant to the Foreign Custodian Agreement and (ii) described with greater particularity in Section 3 hereof (such securities shall be referred to herein as “foreign securities”). Each Fund agrees to deliver to the Custodian all domestic securities, foreign securities and cash owned by it from time to time, and all payments of income, payments of principal or capital distributions received by it with respect to securities held by it hereunder, and the cash consideration received by it for such new or treasury shares of capital stock of each Fund as may be issued or sold from time to time (“Shares”). The Custodian shall not be responsible for any property of any Fund held or received by such Fund (i) not delivered to the Custodian, or (ii) held in the custody of Chase Manhattan Bank N.A.

 The Custodian is authorized to employ one or more sub-custodians located within the United States, provided that the Custodian shall have obtained the written acknowledgment of the Fund with respect to such employment. The Custodian is authorized to employ sub-custodians located outside the United States as noted on Schedule A attached hereto (as such Schedule A may be amended from time to time). The Custodian shall have no more or less responsibility or liability to any Fund on account of any actions or omissions of any sub-custodian so employed than any such sub- custodian has to the Custodian and shall not


release any sub-custodian from any responsibility or liability unless so agreed in writing by the Custodian and the applicable Fund. With the exception of State Street Bank and Trust Company (London branch), the Custodian shall not be liable for losses arising from the bankruptcy, insolvency or receivership of any sub-custodian located outside the United States.

Section 2. Duties of the Custodian with Respect to Property of the Funds Held By the Custodian in the United States.

 Section 2.1 Holding Securities. The Custodian shall hold and physically segregate for the account of each Fund all non-cash property to be held by it in the United States, including all domestic securities owned by the Fund other than (a) securities which are maintained pursuant to Section 2.9 in a clearing agency which acts as a securities depository or in a book-entry system authorized by the United States Department of the Treasury and certain federal agencies (each, a “U.S. Securities System”) and (b) commercial paper of an issuer for which the Custodian acts as issuing and paying agent (“Direct Paper”) which is deposited and/or maintained in the Direct Paper system of the Custodian (the “Direct Paper System”) pursuant to Section 2.10.

 Section 2.2 Delivery of Investments. The Custodian shall release and deliver domestic investments owned by a Fund held by the Custodian or in a U.S. Securities System account of the Custodian or in the Custodian’s Direct Paper System account ("Direct Paper System Account") only upon receipt of Proper Instructions, which may be continuing instructions when agreed to by the parties, and only in the following cases:

 1) Upon sale of such investments for the account of the Fund and receipt of payment therefor;

 2) Upon the receipt of payment in connection with any repurchase agreement related to such investments entered into by the Fund;

 3) In the case of a sale effected through a U.S. Securities System, in accordance with the provisions of Section 2.9 hereof;

 4) To the depository agent in connection with tender or other similar offers for portfolio investments of the Fund;

 5) To the issuer thereof or its agent when such investments are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian;

 6) To the issuer thereof, or its agent, for transfer into the name of the Fund or into the name of any nominee or nominees of the Custodian or into the name or nominee name of any agent appointed pursuant to Section 2.8 or into the name or nominee name of any sub-custodian appointed pursuant to Section 1; or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new securities are to be delivered to the Custodian;


 7) Upon the sale of such investments for the account of the Fund, to the broker or its clearing agent, against a receipt, for examination in accordance with usual "street delivery" custom; provided that in any such case the Custodian shall have no responsibility or liability for any loss arising from the delivery of such investments prior to receiving payment for such investments except as may arise from the Custodian’s own negligence or willful misconduct;

 8) For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the investments of the issuer of such investments, or pursuant to provisions for conversion contained in such investments, or pursuant to any deposit agreement; provided that, in any such case, the new investments and cash, if any, are to be delivered to the Custodian;

 9) In the case of warrants, rights or similar investments, the surrender thereof in the exercise of such warrants, rights or similar investments or the surrender of interim receipts or temporary investments for definitive investments; provided that, in any such case, the new investments and cash, if any, are to be delivered to the Custodian or against a receipt;

 10) For delivery in connection with any loans of investments made on behalf of the Fund, but only against receipt of adequate collateral as agreed upon from time to time by the Fund or its duly-appointed agent (which may be in the form of cash or obligations issued by the United States government, its agencies or instrumentalities, or such other property as the Fund may agree), except that in connection with any loans for which collateral is to be credited to the Custodian’s account in the book-entry system authorized by the U.S. Department of the Treasury, the Custodian will not be held liable or responsible for the delivery of investments owned by the Fund prior to the receipt of such collateral in the absence of the Custodian’s negligence or willful misconduct;

 11) For delivery as security in connection with any borrowing by the Fund requiring a pledge of assets by the Fund, but only against receipt of amounts borrowed, except where additional collateral is required to secure a borrowing already made, subject to Proper Instructions, further securities may be released and delivered for that purpose;

 12) For delivery in accordance with the provisions of any agreement among the Fund, the Custodian and a broker- dealer registered under the Securities Exchange Act of 1934 (the “Exchange Act”) and a member of The National Association of Securities Dealers, Inc. (“NASD”), relating to compliance with the rules of The Options Clearing Corporation, the rules of any registered national securities exchange or of any similar organization or organizations, or under the Investment Company Act of 1940, as amended from time to time (the “1940 Act”), regarding escrow or other arrangements in connection with transactions by the Fund;


 13) For delivery in accordance with the provisions of any agreement among the Fund, the Custodian, and a Futures Commission Merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission and/or any Contract Market, or any similar organization or organizations, or under the 1940 Act, regarding account deposits in connection with transactions by the Fund;

 14) Upon receipt of instructions from the transfer agent for the Fund (the “Transfer Agent”), for delivery to such Transfer Agent or to the holders of shares in connection with distributions in kind, as may be described from time to time in the Fund’s currently effective prospectus, statement of additional information or other offering documents (all, as amended, supplemented or revised from time to time, the “Prospectus”), in satisfaction of requests by holders of Shares for repurchase or redemption; and

 15) For any other purpose, but only upon receipt of Proper Instructions specifying (a) the investments to be delivered, (b) setting forth the purpose for which such delivery is to be made, and (c) naming the person or persons to whom delivery of such investments shall be made.

 Section 2.3 Registration of Investments. Domestic investments held by the Custodian (other than bearer securities) shall be registered in the name of the Fund or in the name of any nominee of the Fund or of any nominee of the Custodian which nominee shall be assigned exclusively to the Fund, unless the Fund has authorized in writing the appointment of a nominee to be used in common with other registered investment companies having the same investment adviser as the Fund, or in the name or nominee name of any agent appointed pursuant to Section 2.8 or in the name or nominee name of any sub- custodian appointed pursuant to Section 1. All securities accepted by the Custodian on behalf of the Fund under the terms of this Agreement shall be in good deliverable form. If, however, the Fund directs the Custodian to maintain securities in “street name”, the Custodian shall utilize its best efforts only to timely collect income due the Fund on such securities and to notify the Fund of relevant corporate actions including, without limitation, pendency of calls, maturities, tender or exchange offers.

 Section 2.4 Bank Accounts. The Custodian shall open and maintain a separate bank account or accounts in the United States in the name of the Fund, subject only to draft or order by the Custodian acting pursuant to the terms of this Agreement, and shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of the Fund, other than cash maintained by the Fund in a bank account established and used in accordance with Rule 17f-3 under the 1940 Act. Monies held by the Custodian for the Fund may be deposited by the Custodian to its credit as custodian in the banking department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable in the performance of its duties hereunder; provided, however, that every such bank or trust company shall be qualified to act as a custodian under the 1940 Act, and that each such bank or trust company and the funds to be deposited with each such bank or trust company shall be approved by vote of a majority of the board of directors or the board of trustees of the applicable Fund (as appropriate and in


each case, the “Board”). Such funds shall be deposited by the Custodian in its capacity as custodian and shall be withdrawable by the Custodian only in that capacity.

 Section 2.5 Collection of Income. Subject to the provisions of Section 2.3, the Custodian shall collect on a timely basis all income and other payments with respect to United States registered investments held hereunder to which the Fund shall be entitled either by law or pursuant to custom in the investments business, and shall collect on a timely basis all income and other payments with respect to United States bearer investments if, on the date of payment by the issuer, such investments are held by the Custodian or its agent thereof and shall credit such income, as collected, to the Fund’s custodian account. Without limiting the generality of the foregoing, the Custodian shall detach and present for payment all coupons and other income items requiring presentation as and when they become due, collect interest when due on investments held hereunder, and receive and collect all stock dividends, rights and other items of like nature as and when they become due and payable. With respect to income due the Fund on United States investments of the Fund loaned (pursuant to the provisions of Section 2.2 (10)) in accordance with a separate agreement between the Fund and the Custodian in its capacity as lending agent, collection thereof shall be in accordance with the terms of such agreement. Except as otherwise set forth in the immediately preceding sentence, income due the Fund on United States investments of the Fund loaned pursuant to the provisions of Section 2.2 (10) shall be the responsibility of the Fund; the Custodian will have no duty or responsibility in connection therewith other than to provide the Fund with such information or data as may be necessary to assist the Fund in arranging for the timely delivery to the Custodian of the income to which the Fund is properly entitled.

 Section 2.6 Payment of Fund Monies. Upon receipt of Proper Instructions, which may be continuing instructions when agreed to by the parties, the Custodian shall, from monies of the Fund held by the Custodian, pay out such monies in the following cases only:

 1) Upon the purchase of domestic investments, options, futures contracts or options on futures contracts for the account of the Fund but only (a) against the delivery of such investments, or evidence of title to such options, futures contracts or options on futures contracts, to the Custodian (or any bank, banking firm or trust company doing business in the United States or abroad which is qualified under the 1940 Act to act as a custodian and has been designated by the Custodian as its agent for this purpose in accordance with Section 2.8) registered in the name of the Fund or in the name of a nominee of the Custodian referred to in Section 2.3 hereof or in proper form for transfer; (b) in the case of a purchase effected through a U.S. Securities System, in accordance with the conditions set forth in Section 2.9 hereof; (c) in the case of a purchase involving the Direct Paper System, in accordance with the conditions set forth in Section 2.10 hereof; or (d) for transfer to a time deposit account of the Fund in any bank, whether domestic or foreign, such transfer may be effected prior to receipt of a confirmation from a broker and/or the applicable bank pursuant to Proper Instructions;


 2) In connection with conversion, exchange or surrender of investments owned by the Fund as set forth in Section 2.2 hereof;

 3) For the redemption or repurchase of Shares as set forth in Section 4 hereof;

 4) For the payment of any expense or liability incurred by the Fund, including but not limited to the following payments for the account of the Fund: interest, taxes, management fees, accounting fees, transfer agent fees, legal fees, and operating expenses of the Fund (whether or not such expenses are to be in whole or part capitalized or treated as deferred expenses);

 5) For the payment of any dividends declared by the Board;

 6) For payment of the amount of dividends received in respect of investments sold short;

 7) For repayment of a loan upon redelivery of pledged securities and upon surrender of the note(s), if any, evidencing the loan; or

 8) In connection with any repurchase agreement entered into by the Fund with respect to which the collateral is held by the Custodian, the Custodian shall act as the Fund’s "securities intermediary"(as that term is defined in Part 5 of Article 8 of the Massachusetts Uniform Commercial Code, as amended), and, as securities intermediary, the Custodian shall take the following steps on behalf of the Fund: (a) provide the Fund with notification of the receipt of the purchased securities, and (b), by book-entry identify on the books of the Custodian as belonging to the Fund uncertificated securities registered in the name of the Fund and held in the Custodian’s account at the Federal Reserve Bank. In connection with any repurchase agreement entered into by the Fund with respect to which the collateral is not held by the Custodian, the Custodian shall (a) provide the Fund with such notification as it may receive with respect to such collateral, and (b), by book-entry or otherwise, identify as belonging to the Fund securities as shown in the Custodian’s account on the books of the entity appointed by the Fund to hold such collateral.

 9) For any other purpose, but only upon receipt of Proper Instructions specifying (a) the amount of such payment, (b) setting forth the purpose for which such payment is to be made, and (c) naming the person or persons to whom such payment is to be made.

 Section 2.7 Liability for Payment in Advance of Receipt of Securities Purchased. In any and every case where payment for purchase of domestic securities for the account of the Fund is made by the Custodian in advance of receipt of the securities purchased in the absence of specific written instructions from the Fund to so pay in advance, the Custodian shall be absolutely liable to the Fund for such securities to the same extent as if the securities had been received by the Custodian.


 Section 2.8 Appointment of Agents. The Custodian may at any time or times in its discretion appoint (and may at any time remove) any other bank or trust company, which is itself qualified under the 1940 Act to act as a custodian, as its agent to carry out such of the provisions of this Section 2 as the Custodian may from time to time direct; provided, however, that the appointment of any such agent shall not relieve the Custodian of its responsibilities or liabilities hereunder.

 Section 2.9 Deposit of Investments in U.S. Securities Systems. The Custodian may deposit and/or maintain domestic investments owned by the Fund in a U.S. Securities System in accordance with applicable Federal Reserve Board and United States Securities and Exchange Commission (“SEC”) rules and regulations, if any, subject to the following provisions:

 1) The Custodian may keep domestic investments of the Fund in a U.S. Securities System provided that such investments are represented in an account of the Custodian in the U.S. Securities System (“Account”) which shall not include any assets of the Custodian other than assets held as a fiduciary, custodian or otherwise for customers;

 2) The records of the Custodian with respect to domestic investments of the Fund which are maintained in a U.S. Securities System shall identify by book-entry those investments belonging to the Fund;

 3) The Custodian shall pay for domestic investments purchased for the account of the Fund upon (i) receipt of advice from the U.S. Securities System that such investments have been transferred to the Account, and (ii) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of the Fund. The Custodian shall transfer domestic investments sold for the account of the Fund upon (i) receipt of advice from the U.S. Securities System that payment for such investments has been transferred to the Account, and (ii) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of the Fund. Copies of all advices from the U.S. Securities System of transfers of domestic investments for the account of the Fund shall identify the Fund, be maintained for the Fund by the Custodian and be provided to the Fund at its request. Upon request, the Custodian shall furnish the Fund confirmation of each transfer to or from the account of the Fund in the form of a written advice or notice and shall furnish to the Fund copies of daily transaction sheets reflecting each day’s transactions in the U.S. Securities System for the account of the Fund;

 4) The Custodian shall provide the Fund with any report obtained by the Custodian on the U.S. Securities System’s accounting system, internal accounting control and procedures for safeguarding domestic investments deposited in the U.S. Securities System;

 5) The Custodian shall have received from the Fund the initial or annual certificate, as the case may be, described in Section 10 hereof; and


 6) Anything to the contrary in this Agreement notwithstanding, the Custodian shall be liable to the Fund for any loss or damage to the Fund resulting from use of the U.S. Securities System by reason of any negligence, misfeasance or misconduct of the Custodian or any of its agents or of any of its or their employees, or from failure of the Custodian or any such agent to enforce effectively such rights as it may have against the U.S. Securities System. At the election of the Fund, the Fund shall be entitled to be subrogated to the rights of the Custodian with respect to any claim against the U.S. Securities System or any other person which the Custodian may have as a consequence of any such loss, expense or damage if and to the extent that the Fund has not been made whole for any such loss, expense or damage.

 Section 2.10 Fund Assets Held in the Direct Paper System. The Custodian may deposit and/or maintain investments owned by the Fund in the Direct Paper System subject to the following provisions:

 1) No transaction relating to investments in the Direct Paper System will be effected in the absence of Proper Instructions;

 2) The Custodian may keep investments of the Fund in the Direct Paper System only if such investments are represented in the Direct Paper System Account, which account shall not include any assets of the Custodian other than assets held as a fiduciary, custodian or otherwise for customers;

 3) The records of the Custodian with respect to investments of the Fund which are maintained in the Direct Paper System shall identify by book-entry those investments belonging to the Fund;

 4) The Custodian shall pay for investments purchased for the account of the Fund upon the making of an entry on the records of the Custodian to reflect such payment and transfer of investments to the account of the Fund. The Custodian shall transfer investments sold for the account of the Fund upon the making of an entry on the records of the Custodian to reflect such transfer and receipt of payment for the account of the Fund;

 5) The Custodian shall furnish the Fund confirmation of each transfer to or from the account of the Fund, in the form of a written advice or notice, of Direct Paper on the next business day following such transfer and shall furnish to the Fund copies of daily transaction sheets reflecting each day’s transaction in the Direct Paper System for the account of the Fund; and

 6) The Custodian shall provide the Fund with any report on its system of internal accounting control as the Fund may reasonably request from time to time.

 Section 2.11 Segregated Account. The Custodian shall, upon receipt of Proper Instructions, establish and maintain a segregated account or accounts for and on behalf of the Fund, into which account or accounts may be transferred cash and/or investments, including


investments maintained in an account by the Custodian pursuant to Section 2.10 hereof, (i) in accordance with the provisions of any agreement among the Fund, the Custodian and a broker-dealer registered under the Exchange Act and a member of the NASD (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or the Commodity Futures Trading Commission or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund, (ii) for purposes of segregating cash or government investments in connection with options purchased, sold or written by the Fund or commodity futures contracts or options thereon purchased or sold by the Fund, (iii) for the purposes of compliance by the Fund with the procedures required by 1940 Act Release No. 10666, or any other procedures subsequently required under the 1940 Act relating to the maintenance of segregated accounts by registered investment companies, and (iv) for other purposes, but only, in the case of clause (iv) upon receipt of Proper Instructions specifying (a) the investments to be delivered, (b) setting forth the purpose for which such delivery is to be made, and (c) naming the person or persons to whom delivery of such investments shall be made.

 Section 2.12 Ownership Certificates for Tax Purposes. The Custodian shall execute ownership and other certificates and affidavits for all United States federal and state tax purposes in connection with receipt of income or other payments with respect to domestic investments of the Fund held by it hereunder and in connection with transfers of such investments.

 Section 2.13 Proxies. The Custodian shall, with respect to the domestic investments held hereunder, cause to be promptly executed by the registered holder of such investments, if the investments are registered otherwise than in the name of the Fund or a nominee of the Fund, all proxies without indication of the manner in which such proxies are to be voted, and shall promptly deliver to the Fund such proxies, all proxy soliciting materials received by the Custodian and all notices received relating to such investments.

 Section 2.14 Communications Relating to Fund Investments. Subject to the provisions of Section 2.3, the Custodian shall transmit promptly to the Fund all written information (including, without limitation, pendency of calls and maturities of domestic investments and expirations of rights in connection therewith and notices of exercise of call and put options written by the Fund and the maturity of futures contracts purchased or sold by the Fund) received by the Custodian in connection with the domestic investments being held for the Fund pursuant to this Agreement. With respect to tender or exchange offers, the Custodian shall transmit to the Fund all written information received by the Custodian, any agent appointed pursuant to Section 2.8 hereof, or any sub-custodian appointed pursuant to Section 1 hereof, from issuers of the domestic investments whose tender or exchange is sought and from the party (or his agents) making the tender or exchange offer. If the Fund desires to take action with respect to any tender offer, exchange offer or any other similar transaction, the Fund shall notify the Custodian at least two (2) New York Stock Exchange business days prior to the time such action must be taken under the terms of the tender, exchange offer or other similar transaction, and it will be the responsibility of the Custodian to timely transmit to the appropriate person(s) such notice. Where the Fund provides the Custodian with less than two (2) New York Stock Exchange business days notice of its desired action, the Custodian shall use its best efforts to timely transmit the Fund’s notice to


the appropriate person. It is expressly noted that the parties may agree to alternative procedures with respect to such two (2) New York Stock Exchange business days notice period on a selective and individual basis.

 Section 2.15 Reports to Fund by Independent Public Accountants. The Custodian shall provide the Fund, at such times as the Fund may reasonably require, with reports by independent public accountants on the accounting system, internal accounting control and procedures for safeguarding investments, futures contracts and options on futures contracts, including domestic investments deposited and/or maintained in a U.S. Securities System, relating to the services provided by the Custodian under this Agreement. Such reports shall be of sufficient scope and detail, as may reasonably be required by the Fund, to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and if there are no such inadequacies the reports shall so state.

Section 3. Duties of the Custodian with Respect to Certain Property of the Funds Held Outside of the United States

 Section 3.1 Definitions. The following capitalized terms shall have the respective following meanings:

“Foreign Securities System” means a clearing agency or a securities depository listed on Schedule A hereto.

“Foreign Sub-Custodian” means a foreign banking institution set forth on Schedule A hereto.

 Section 3.2 Holding Securities. The Custodian shall identify on its books as belonging to the Funds the foreign securities held by each Foreign Sub-Custodian or Foreign Securities System. The Custodian may hold foreign securities for all of its customers, including the Funds, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities of the Funds which are maintained in such account shall identify those securities as belonging to the Funds and (ii) the Custodian shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.

 Section 3.3 Foreign Securities Systems. Foreign securities shall be maintained in a Foreign Securities System in a designated country only through arrangements implemented by the Foreign Sub-Custodian in such country pursuant to the terms of this Agreement.

 Section 3.4 Transactions in Foreign Custody Account.

 3.4.1. Delivery of Foreign Securities. The Custodian or a Foreign Sub-Custodian shall release and deliver foreign securities of the Funds held by such Foreign Sub-Custodian, or in a Foreign Securities System account, only upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:


 (i) upon the sale of such foreign securities for the Funds in accordance with reasonable market practice in the country where such foreign securities are held or traded, including, without limitation: (A) delivery against expectation of receiving later payment; or (B) in the case of a sale effected through a Foreign Securities System in accordance with the rules governing the operation of the Foreign Securities System;

 (ii) in connection with any repurchase agreement related to foreign securities;

 (iii) to the depository agent in connection with tender or other similar offers for foreign securities of the Funds;

 (iv) to the issuer thereof or its agent when such foreign securities are called, redeemed, retired or otherwise become payable;

 (v) to the issuer thereof, or its agent, for transfer into the name of the Custodian (or the name of the respective Foreign Sub-Custodian or of any nominee of the Custodian or such Foreign Sub-Custodian) or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units;

 (vi) to brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case the Foreign Sub-Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Foreign Sub- Custodian’s own negligence or willful misconduct;

 (vii) for exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement;

 (viii) in the case of warrants, rights or similar foreign securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities;

 (ix) or delivery as security in connection with any borrowing by the Funds requiring a pledge of assets by the Funds;

 (x) in connection with trading in options and futures contracts, including delivery as original margin and variation margin;

 (xi) in connection with the lending of foreign securities; and

 (xii) for any other proper purpose, but only upon receipt of Proper Instructions specifying the foreign securities to be delivered, setting forth the purpose for which such delivery is to be made, declaring such purpose to be a


proper Fund purpose, and naming the person or persons to whom delivery of such securities shall be made.

 3.4.2. Payment of Fund Monies. Upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out, or direct the respective Foreign Sub-Custodian or the respective Foreign Securities System to pay out, monies of a Fund in the following cases only:

 (i) upon the purchase of foreign securities for the Fund, unless otherwise directed by Proper Instructions, by (A) delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such foreign securities; or (B) in the case of a purchase effected through a Foreign Securities System, in accordance with the rules governing the operation of such Foreign Securities System;

 (ii) in connection with the conversion, exchange or surrender of foreign securities of the Fund;

 (iii) for the payment of any expense or liability of the Fund, including but not limited to the following payments: interest, taxes, investment advisory fees, transfer agency fees, fees under this Agreement, legal fees, accounting fees, and other operating expenses;

 (iv) for the purchase or sale of foreign exchange or foreign exchange contracts for the Fund, including transactions executed with or through the Custodian or its Foreign Sub-Custodians;

 (v) in connection with trading in options and futures contracts, including delivery as original margin and variation margin;

 (vii) in connection with the borrowing or lending of foreign securities; and

 (viii) for any other proper Fund purpose, but only upon receipt of Proper Instructions specifying the amount of such payment, setting forth the purpose for which such payment is to be made, declaring such purpose to be a proper Fund purpose, and naming the person or persons to whom such payment is to be made.

 3.4.3. Market Conditions. Notwithstanding any provision of this Agreement to the contrary, settlement and payment for foreign securities received for the account of the Funds and delivery of foreign securities maintained for the account of the Funds may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering foreign securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such foreign securities from such purchaser or dealer.


 Section 3.5  Registration of Foreign Securities. The foreign securities maintained in the custody of a Foreign Custodian (other than bearer securities) shall be registered in the name of the applicable Fund or in the name of the Custodian or in the name of any Foreign Sub-Custodian or in the name of any nominee of the foregoing, and the Fund agrees to hold any such nominee harmless from any liability as a holder of record of such foreign securities. The Custodian or a Foreign Sub-Custodian shall not be obligated to accept securities on behalf of a Fund under the terms of this Agreement unless the form of such securities and the manner in which they are delivered are in accordance with reasonable market practice.

 Section 3.6 Bank Accounts. A bank account or bank accounts opened and maintained outside the United States on behalf of a Fund with a Foreign Sub-Custodian shall be subject only to draft or order by the Custodian or such Foreign Sub-Custodian, acting pursuant to the terms of this Agreement to hold cash received by or from or for the account of the Fund.

 Section 3.7 Collection of Income. The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to the foreign securities held hereunder to which the Funds shall be entitled and shall credit such income, as collected, to the applicable Fund. In the event that extraordinary measures are required to collect such income, the Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures.

 Section 3.8 Proxies. With respect to the foreign securities held under this Section 3, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder proxy rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights.

 Section 3.9 Communications Relating to Foreign Securities. The Custodian shall transmit promptly to the Fund written information (including, without limitation, pendency of calls and maturities of foreign securities and expirations of rights in connection therewith) received by the Custodian in connection with the foreign securities being held for the account of the Fund. With respect to tender or exchange offers, the Custodian shall transmit promptly to the Fund written information so received by the Custodian in connection with the foreign securities whose tender or exchange is sought or from the party (or its agents) making the tender or exchange offer.

 Section 3.10 Liability of Foreign Sub-Custodians and Foreign Securities Systems. Each agreement pursuant to which the Custodian employs as a Foreign Sub-Custodian shall, to the extent possible, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties and, to the extent possible, to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodian’s performance of such obligations. At the Fund’s election, the Funds shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent


that the Funds have not been made whole for any such loss, damage, cost, expense, liability or claim.

 Section 3.11 Tax Law. The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on the Fund or the Custodian as custodian of the Funds by the tax law of the United States or of any state or political subdivision thereof. It shall be the responsibility of the Fund to notify the Custodian of the obligations imposed on the Fund or the Custodian as custodian of the Funds by the tax law of countries set forth on Schedule A hereto, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. The sole responsibility of the Custodian with regard to such tax law shall be to use reasonable efforts to assist the Fund with respect to any claim for exemption or refund under the tax law of countries for which the Fund has provided such information.

Section 4. Payments for Repurchases or Redemptions and Sales of Shares.

 From such funds as may be available for the purpose, the Custodian shall, upon receipt of instructions from the Transfer Agent, make funds available for payment to holders of Shares which have delivered to the Transfer Agent a request for redemption or repurchase of their Shares. In connection with the redemption or repurchase of Shares, the Custodian is authorized upon receipt of, and in accordance with, instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming shareholders. In connection with the redemption or repurchase of Shares, the Custodian shall honor checks drawn on the Custodian by a holder of Shares, which checks have been furnished by the Fund to the holder of Shares, when presented to the Custodian in accordance with such written procedures and controls as may be mutually agreed upon from time to time between the Fund and the Custodian.

 The Custodian shall receive from the distributor for the Shares or from the Transfer Agent and deposit to the account of the Fund such payments as are received by the distributor or the Transfer Agent, as the case may be, for Shares issued or sold from time to time. The Custodian will notify the Fund and the Transfer Agent of any payments for Shares received by it from time to time.

Section 5. Duties of Custodian with Respect to the Books of Account and Calculation of Net Asset Value and Net Income.

 The Custodian shall cooperate with and supply necessary information to the entity or entities appointed by the Board to keep the books of account of the Fund and/or compute the net asset value per Share of the outstanding Shares or, if directed in writing to do so by the Fund, shall itself keep such books of account and/ or compute such net asset value per Share. If so directed, the Custodian shall also (i) calculate daily the net income of the Fund as described in the Prospectus and shall advise the Fund and the Transfer Agent daily of the total amounts of such net income, and/ or (ii) advise the Transfer Agent periodically of the division of such net income among its various components. The calculations of the net asset value per share and the daily income of the Fund shall be made at the time or times described from time to time in the Prospectus.


Section 6. Proper Instructions.

 “Proper Instructions,” as such term is used throughout this Agreement, means either (i) a writing, including a facsimile transmission, signed by one or more persons as set forth on, and in accordance with, an “Authorized Persons List,” as such term is defined herein (each such instruction a "Written Proper Instruction"), (ii) a “Client Originated Electronic Financial Instruction,” as such term is defined in the Data Access Services Addendum hereto, given in accordance with the terms of such Addendum, or (iii) instructions received by the Custodian from a third party in accordance with any three-party agreement which requires a segregated asset account in accordance with Section 2.11.

 Each Written Proper Instruction shall set forth a brief description of the type of transaction involved (choosing from among the types of transactions set forth on the Authorized Persons List), including a specific statement of the purpose for which such action is requested, and any modification to a Written Proper Instruction must itself be a Written Proper Instruction and subject to all the provisions herein relating to Written Proper Instructions. The Fund will provide the Custodian with an "Authorized Persons List," which list shall set forth (a) the names of the individuals (each an “Authorized Person’) who are authorized by the Board to give Written Proper Instructions with respect to the transactions described therein, and (b) the number of Authorized Persons whose signature or approval, as the case may be, is necessary for the Custodian to be able to act in accordance with such Written Proper Instructions with respect to a particular type of transaction. The Custodian may accept oral instructions or instructions delivered via electronic mail as Proper Instructions if the Custodian reasonably believes such instructions to have been given by an Authorized Person or Persons (as appropriate to the type of transaction); provided, however, that in no event will instructions delivered orally or via electronic mail be considered Proper Instructions with respect to transactions involving the movement of cash, securities or other assets of a Fund. The Custodian shall be entitled to rely upon instructions given in accordance with an Authorized Persons List until it actually receives written notice from the Board of the applicable Fund to the contrary.

Section 7. Evidence of Authority.

 Subject to Section 9 hereof, the Custodian shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper reasonably and in good faith believed by it to be genuine and to have been properly executed by or on behalf of the Fund. The Custodian may receive and accept a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable Fund, as conclusive evidence (a) of the authority of any person to act in accordance with such vote or (b) of any determination or of any action by the Board described in such vote, and such vote may be considered as in full force and effect until receipt by the Custodian of written notice to the contrary.

Section 8. Actions Permitted without Express Authority.

 The Custodian may in its discretion and without express authority from the Fund:

 1) make payments to itself or others for minor expenses of handling investments or other similar items relating to its duties under this Agreement, provided that all such payments shall be accounted for to the Fund;


2) surrender investments in temporary form for investments in definitive form;

3) endorse for collection, in the name of the Fund, checks, drafts and other negotiable instruments; and

4) in general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the investments and property of the Fund except as otherwise directed by the Board.

Section 9. Responsibility of Custodian.

 The Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. Notwithstanding anything to the contrary herein, the Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, and it shall be kept indemnified by and shall be without liability to the Fund for any action taken or omitted by it in good faith without negligence. In order for the indemnification provision contained in this Section to apply, it is understood that if in any case the Fund may be asked by the Custodian to indemnify or hold the Custodian harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use reasonable care to identify, and notify the Fund promptly concerning, any situation which presents or appears likely to present the probability of such a claim for indemnification. The Fund shall have the option to defend the Custodian against any claim which may be the subject of a claim for indemnification hereunder, and in the event that the Fund so elects, it will notify the Custodian thereof and, thereupon, (i) the Fund shall take over complete defense of the claim and (ii) the Custodian shall initiate no further legal or other expenses with respect to such claim. The Custodian shall in no case confess any claim or make any compromise with respect to any claim for which it will seek indemnity from the Fund except with the Fund's prior written consent. Nothing herein shall be construed to limit any right or cause of action on the part of the Custodian under this Agreement which is independent of any right or cause of action on the part of the Fund. The Custodian shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund or other such counsel as agreed to by the parties) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be entitled to rely upon, and shall have no duty of inquiry with respect to, the accuracy of any representation or warranty given to it by the Fund or any duly-authorized employee or agent thereof, and shall be without liability for any action reasonably taken or omitted by it in reliance thereon. Regardless of whether assets held pursuant to this Agreement are maintained in the custody of a foreign banking institution, a foreign securities depository, or a branch or affiliate of a U.S. bank, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Fund to maintain custody of any securities or cash or other property of the Fund in a foreign country including, but not limited to, losses resulting from the nationalization or expropriation of assets, the imposition


of currency controls or restrictions, acts of war or terrorism or civil unrest, riots, revolutions, work stoppages, natural disasters or other similar events or acts.

 Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to the Fund for any loss, liability, claim or expense resulting from or caused by: (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions; (ii) errors by the Fund or its duly- appointed investment advisor in their instructions to the Custodian provided such instructions have been given in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian’s sub- custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation or other body in charge of registering or transferring securities in the name of the Custodian, the Fund, the Custodian’s sub-custodians, nominees or agents, or any consequential losses arising out of such delay or failure to transfer such securities, including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (vii) changes to any provision of any present or future law or regulation or order of the United States, or any state thereof, or of any other country or political subdivision thereof, or any order of any court of competent jurisdiction.

 The Custodian shall be liable for the acts or omissions of a foreign banking institution acting as a sub-custodian hereunder to the same extent as set forth with respect to sub-custodians generally in this Agreement.

 If the Fund requires the Custodian to take any action with respect to investments, which action involves the payment of money or which action may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund being liable for the payment of money or incurring liability of some other form, the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it.

 If the Custodian, or any of its affiliates, subsidiaries or agents, advances cash or investments to the Fund for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement), or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee’s own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the Fund shall be security therefor, and should the Fund fail to repay the Custodian promptly the Custodian shall be entitled to utilize available cash and to dispose of the Fund assets to the extent necessary to obtain reimbursement, provided that the Custodian gives the Fund reasonable notice to repay such cash or securities advanced, and provided further that such notice requirement shall not preclude the Custodian’s right to assert and execute on such lien.


 Except as may arise from the Custodian’s own negligence or willful misconduct, or the negligence or willful misconduct of a subcustodian or agent appointed by the Custodian, the Fund agrees to indemnify and hold the Custodian harmless from and against any and all costs, expenses, losses, damages, charges, reasonable counsel fees, payments and liabilities which may be asserted against the Custodian (i) acting in accordance with any Proper Instruction, or (ii) for any acts or omissions of Chase Manhattan Bank N.A.

 Notwithstanding any provision herein to the contrary, to the extent the Custodian is found to be liable hereunder for any loss, liability, claim, expense or damage, the Custodian shall be liable only for such loss, liability, claim, expense or damage which was reasonably foreseeable.

Section 10. Effective Period, Termination and Amendment.

 This Agreement shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodian; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles of incorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided that the Fund may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction.

 Upon termination of the Agreement, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.


Section 11. Successor Custodian.

 If a successor custodian shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor custodian at the offices of the Custodian, duly endorsed and in the form for transfer, all investments and other properties then held by it hereunder, and shall transfer to an account of the successor custodian all of the Fund’s investments held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable Fund, deliver at the offices of the Custodian and transfer such investments, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,000, all property held by the Custodian under this Agreement and to transfer to an account of such successor custodian all of the Fund’s investments held in any Securities System; thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement.

 In the event that any property held pursuant to this Agreement remains in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such property, and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Section 12. General.

 Section 12.1 Compensation of Custodian. The Custodian shall be entitled to compensation for its services and reimbursement of its expenses as Custodian as agreed upon from time to time between the Fund and the Custodian.

 Section 12.2 Massachusetts Law to Apply. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with laws of The Commonwealth of Massachusetts.

 Section 12.3 Records. The Custodian shall create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of the Fund under the 1940 Act, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall be the property of the Fund and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of the Fund and employees and agents of the SEC. The Custodian shall, at the Fund’s request, supply the Fund with a tabulation of investments owned by the Fund and held by the Custodian hereunder, and shall, when requested to do so by an officer of the Fund, and for such compensation as shall be agreed upon between the Fund and the Custodian, include certificate numbers in such tabulations.


 Section 12.4 Opinion of Fund’s Independent Accountant. The Custodian shall take all reasonable action as the Fund may from time to time request to obtain from year to year favorable opinions from the Fund’s independent accountants with respect to its activities hereunder in connection with the preparation of the Fund’s Form N-1A, the preparation of the Fund’s Form N-SAR, the preparation of any other annual reports to the SEC with respect to the Fund, and with respect to any other requirements of the SEC.

 Section 12.5 Interpretive and Additional Provisions. In connection with the operation of this Agreement, the Custodian and the Fund may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by both parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of the Governing Documents. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Agreement.

 Section 12.6 Bond. The Custodian shall at all times maintain a bond in such form and amount as is acceptable to the Fund, which shall be issued by a reputable fidelity insurance company authorized to do business in the place where such bond is issued, against larceny and embezzlement, covering each officer and employee of the Custodian who may, singly or jointly with others, have access to securities or funds of the Fund, either directly or through authority to receive and carry out any certificate instruction, order request, note or other instrument required or permitted by this Agreement. The Custodian agrees that it shall not cancel, terminate or modify such bond insofar as it adversely affects the Fund except after written notice given to the Fund not less than 10 days prior to the effective date of such cancellation, termination or modification. The Custodian shall, upon request, furnish to the Fund a copy of each such bond and each amendment thereto.

 Section 12.7 Confidentiality. The Custodian agrees to treat all records and other information relative to the Fund and its prior, present or future shareholders as confidential, and the Custodian, on behalf of itself and its employees, agrees to keep confidential all such information except, after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where the Custodian may be exposed to civil or criminal contempt proceedings for failure to comply when requested to divulge such information by duly constituted authorities, or when so requested by the Fund.

 Section 12.8 Exemption from Lien. Except as set forth in Section 9 hereof, the securities and other assets held by the Custodian hereunder shall not be subject to lien or charge of any kind in favor of the Custodian or any person claiming through the Custodian. Nothing herein shall be deemed to deprive the Custodian of its right to invoke any and all remedies available at law or equity to collect amounts due it under this Agreement.

 Section 12.9 Assignment. This Agreement may not be assigned by either party without the written consent of the other, except that either party may assign its rights and obligations hereunder to a party controlling, controlled by, or under common control with such party.


 Section 12.10 Prior Agreements. Without derogating the rights established thereunder prior to the date of this Agreement, this Agreement supersedes and terminates, as of the date hereof, all prior agreements between the Fund and the Custodian relating to the custody of Fund assets.

 Section 12.11 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute but one and the same Agreement.

 Section 12.12 Notices. Any notice, instruction or other instrument required to be given hereunder may be delivered in person to the offices of the parties as set forth herein during normal business hours or delivered prepaid registered mail or by telex, cable or telecopy to the parties at the following addresses or such other addresses as may be notified by any party from time to time.

  

To any Fund:

c/o T. Rowe Price Associates, Inc. 100 East Pratt Street Baltimore, Maryland 21202 Attention: Carmen Deyesu Telephone: 410-345-6658 Telecopy: 410-685-8827/8830

  

To the Custodian:

State Street Bank and Trust Company 1776 Heritage Drive North Quincy, Massachusetts 02171, U.S.A. Attention: Carol C. Ayotte Telephone: 617-985-6894 Telecopy: 617-537-6321

 Such notice, instruction or other instrument shall be deemed to have been served in the case of a registered letter at the expiration of five business days after posting, in the case of cable twenty-four hours after dispatch and, in the case of telex, immediately on dispatch and if delivered outside normal business hours it shall be deemed to have been received at the next time after delivery when normal business hours commence and in the case of cable, telex or telecopy on the business day after the receipt thereof. Evidence that the notice was properly addressed, stamped and put into the post shall be conclusive evidence of posting.

 Section 12.13 Entire Agreement. This Agreement (including all schedules, appendices, exhibits and attachments hereto) constitutes the entire Agreement between the parties with respect to the subject matter hereof.

 Section 12.14 Headings Not Controlling. Headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement.

 Section 12.15 Survival. All provisions regarding indemnification, confidentiality, warranty, liability and limits thereon shall survive following the expiration or termination of this Agreement.

 Section 12.16 Severability. In the event any provision of this Agreement is held illegal, void or unenforceable, the balance shall remain in effect.


 Section 12.17 The Parties. All references herein to the "Fund" are to each of the funds listed on Appendix A hereto individually, as if this Agreement were between such individual Fund and the Custodian. In the case of a series fund or trust, all references to the "Fund" are to the individual series or portfolio of such fund or trust, or to such fund or trust on behalf of the individual series or portfolio, as appropriate. Any reference in this Agreement to "the parties" shall mean the Custodian and such other individual Fund as to which the matter pertains. Each Fund hereby represents and warranties that (i) it has the requisite power and authority under applicable laws and its Governing Documents to enter into and perform this Agreement, (ii) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement, and (iii) its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Fund or any law or regulation applicable to it.

 Section 12.18 Directors and Trustees. It is understood and is expressly stipulated that neither the holders of Shares nor any member of the Board be personally liable hereunder. Whenever reference is made herein to an action required to be taken by the Board, such action may also be taken by the Board’s executive committee.

 Section 12.19 Massachusetts Business Trust. With respect to any Fund which is a party to this Agreement and which is organized as a Massachusetts business trust, the term “Fund” means and refers to the trustees from time to time serving under the applicable trust agreement of such trust, as the same may be amended from time to time (the ‘Declaration of Trust”). It is expressly agreed that the obligations of any such Fund hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of the Fund personally, but bind only the trust property of the Fund as set forth in the applicable Declaration of Trust. In the case of each Fund which is a Massachusetts business trust (in each case, a “Trust”), the execution and delivery of this Agreement on behalf of the Trust has been authorized by the trustees, and signed by an authorized officer, of the Trust, in each case acting in such capacity and not individually, and neither such authorization by the trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.

 Section 12.20 Reproduction of Documents. This Agreement and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

 Section 12.21 Shareholder Communications Election. SEC Rule 14b-2 requires banks which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, the Custodian needs the Fund to indicate whether it authorizes the Custodian to provide the Fund’s name, address, and share position to requesting companies whose securities the Fund owns. If the Fund tells the Custodian


“no”, the Custodian will not provide this information to requesting companies. If the Fund tells the Custodian “yes” or does not check either “yes” or “no” below, the Custodian is required by the rule to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For the Fund’s protection, the Rule prohibits the requesting company from using the Fund’s name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below.

 YES [ ] The Custodian is authorized to release the Fund’s name, address, and share positions.

 NO [X] The Custodian is not authorized to release the Fund’s name, address, and share positions.


DATA ACCESS SERVICES ADDENDUM TO CUSTODIAN AGREEMENT

 Addendum to the Custodian Agreement (as defined below) between each fund listed on Appendix A to the Custodian Agreement, as such Appendix A is amended from time to time (each such fund listed on Appendix A shall be individually referred to herein as the “Fund”), and State Street Bank and Trust Company (“State Street”).

PREAMBLE

 WHEREAS, State Street has been appointed as custodian of certain assets of the Fund pursuant to a certain Custodian Agreement (the “Custodian Agreement”) dated as of January 28, 1998, and amended thereafter from time to time;

 WHEREAS, State Street has developed and utilizes proprietary accounting and other systems, including State Street’s proprietary Multicurrency HORIZONR Accounting System, in its role as custodian of the Fund, and maintains certain Fund-related data (“Fund Data”) in databases under the control and ownership of State Street (the “Data Access Services”); and

 WHEREAS, State Street makes available to the Fund (and certain of the Fund’s agents as set forth herein) certain Data Access Services solely for the benefit of the Fund, and intends to provide additional services, consistent with the terms and conditions of this Addendum.

 NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the parties agree as follows:

1. SYSTEM AND DATA ACCESS SERVICES

 a. System. Subject to the terms and conditions of this Addendum and solely for the purpose of providing access to Fund Data as set forth herein, State Street hereby agrees to provide the Fund, or certain third parties approved by State Street that serve as the Fund’s investment advisors, investment managers or fund accountants (the “Fund Accountants”) or as the Fund’s independent auditors (the “Auditor”), with access to State Street’s Multicurrency HORIZONR Accounting System and the other information systems described in Attachment A (collectively, the “System”) on a remote basis solely on the computer hardware, system software and telecommunication links described in Attachment B (the “Designated Configuration”) or on any designated substitute or back-up equipment configuration consented to in writing by State Street, such consent not to be unreasonably withheld.

 b. Data Access Services. State Street agrees to make available to the Fund the Data Access Services subject to the terms and conditions of this Addendum and such data access operating standards and procedures as may be issued by State Street from time to time. The Fund shall be able to access the System to (i) originate electronic instructions to State Street in order to (a) effect the transfer or movement of cash or securities held under custody by State Street or (b) transmit accounting or other information (the transactions described in (i)(a) and (i)(b) above are referred to herein as “Client Originated Electronic Financial Instructions”), and (ii) access data for the purpose of reporting and analysis, which shall all be deemed to be Data Access Services for purposes of this Addendum.


 c. Additional Services. State Street may from time to time agree to make available to the Fund additional Systems that are not described in the attachments to this Addendum. In the absence of any other written agreement concerning such additional systems, the term “System” shall include, and this Addendum shall govern, the Fund’s access to and use of any additional System made available by State Street and/or accessed by the Fund.

2. NO USE OF THIRD PARTY SYSTEMS-LEVEL SOFTWARE

 State Street and the Fund acknowledge that in connection with the Data Access Services provided under this Addendum, the Fund will have access, through the Data Access Services, to Fund Data and to functions of State Street’s proprietary systems; provided, however that in no event will the Fund have direct access to any third party systems-level software that retrieves data for, stores data from, or otherwise supports the System.

3. LIMITATION ON SCOPE OF USE

 a. Designated Equipment; Designated Locations. The System and the Data Access Services shall be used and accessed solely on and through the Designated Configuration at the offices of the Fund or the Fund Accountants in Baltimore, Maryland or Owings Mills, Maryland (“Designated Locations”).

 b. Designated Configuration; Trained Personnel. State Street and the Fund shall be responsible for supplying, installing and maintaining the Designated Configuration at the Designated Locations. State Street and the Fund agree that each will engage or retain the services of trained personnel to enable both parties to perform their respective obligations under this Addendum. State Street agrees to use commercially reasonable efforts to maintain the System so that it remains serviceable, provided, however, that State Street does not guarantee or assure uninterrupted remote access use of the System.

 c. Scope of Use. The Fund will use the System and the Data Access Services only for the processing of securities transactions, the keeping of books of account for the Fund and accessing data for purposes of reporting and analysis. The Fund shall not, and shall cause its employees and agents not to (i) permit any unauthorized third party to use the System or the Data Access Services, (ii) sell, rent, license or otherwise use the System or the Data Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Data Access Services for any fund, trust or other investment vehicle), other than as set forth herein, without the prior written consent of State Street, (iv) allow access to the System or the Data Access Services through terminals or any other computer or telecommunications facilities located outside the Designated Locations, (v) allow or cause any information (other than portfolio holdings, valuations of portfolio holdings, and other information reasonably necessary for the management or distribution of the assets of the Fund) transmitted from State Street’s databases, including data from third party sources, available through use of the System or the Data Access Services to be redistributed or retransmitted to another computer, terminal or other device for other than use for or on behalf of the Fund or (vi) modify the System in any way, including without limitation developing any software for or attaching any devices or computer programs to any equipment, system, software or database which forms a part of or is resident on the Designated Configuration.


 d. Other Locations. Except in the event of an emergency or of a planned System shutdown, the Fund’s access to services performed by the System or to Data Access Services at the Designated Locations may be transferred to a different location only upon the prior written consent of State Street. In the event of an emergency or System shutdown, the Fund may use any back-up site included in the Designated Configuration or any other back-up site agreed to by State Street, which agreement will not be unreasonably withheld. The Fund may secure from State Street the right to access the System or the Data Access Services through computer and telecommunications facilities or devices complying with the Designated Configuration at additional locations only upon the prior written consent of State Street and on terms to be mutually agreed upon by the parties.

 e. Title. Title and all ownership and proprietary rights to the System, including any enhancements or modifications thereto, whether or not made by State Street, are and shall remain with State Street.

 f. No Modification. Without the prior written consent of State Street, the Fund shall not modify, enhance or otherwise create derivative works based upon the System, nor shall the Fund reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System.

 g. Security Procedures. The Fund shall comply with data access operating standards and procedures and with user identification or other password control requirements and other security procedures as may be issued from time to time by State Street for use of the System on a remote basis and to access the Data Access Services. The Fund shall have access only to the Fund Data and authorized transactions agreed upon from time to time by State Street and, upon notice from State Street, the Fund shall discontinue remote use of the System and access to Data Access Services for any security reasons cited by State Street; provided, that, in such event, State Street shall, for a period not less than 180 days (or such other shorter period specified by the Fund) after such discontinuance, assume responsibility to provide accounting services under the terms of the Custodian Agreement.

 h.  Inspections. State Street shall have the right to inspect the use of the System and the Data Access Services by the Fund, the Fund Accountants and the Auditor to ensure compliance with this Addendum. The on-site inspections shall be upon prior written notice to Fund, the Fund Accountants and the Auditor and at reasonably convenient times and frequencies so as not to result in an unreasonable disruption of the Fund’s or the Fund Accountants’ or the Auditor respective businesses.


4. PROPRIETARY INFORMATION

 a. Proprietary Information. The Fund acknowledges and State Street represents that the System and the databases, computer programs, screen formats, report formats, interactive design techniques, documentation and other information made available to the Fund by State Street as part of the Data Access Services and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Fund shall be deemed proprietary and confidential information of State Street (hereinafter “Proprietary Information”). The Fund agrees that it will hold such Proprietary Information in the strictest confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees or agents who are permitted access to the Proprietary Information to satisfy its obligations hereunder. The Fund further acknowledges that State Street shall not be required to provide the Fund Accountants or the Auditor with access to the System unless it has first received from the Fund Accountants and the Auditor an undertaking with respect to State Street’s Proprietary Information in the form of Attachment C and/or Attachment C-1 to this Addendum. The Fund shall use all commercially reasonable efforts to assist State Street in identifying and preventing any unauthorized use, copying or disclosure of the Proprietary Information or any portions thereof or any of the logic, formats or designs contained therein.

 b. Cooperation. Without limitation of the foregoing, the Fund shall advise State Street immediately in the event the Fund learns or has reason to believe that any person to whom the Fund has given access to the Proprietary Information, or any portion thereof, has violated or intends to violate the terms of this Addendum, and the Fund will, at its reasonable expense, cooperate with State Street in seeking injunctive or other equitable relief in the name of the Fund or State Street against any such person.

 c. Injunctive Relief. The Fund acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street inadequately compensable in damages at law. In addition, State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.

 d. Survival. The provisions of this Section 4 shall survive the termination of this Addendum.

5. LIMITATION ON LIABILITY

 a. Standard of Care and Limitation on Amount and Time for Bringing Action. State Street shall be held to a standard of reasonable care with respect to all of its duties and obligations under this Addendum. The Fund agrees that any liability of State Street to the Fund or any third party arising with respect to the System or State Street’s provision of Data Access Services under this Data Access Services Addendum shall be limited to the amount paid by the Fund for the preceding 24 months for such services. The foregoing limitation shall relate solely to State Street’s provision of the Data Access Services pursuant to this Addendum and is not intended to limit State Street’s responsibility to perform in accordance


with the Custodian Agreement, including its duty to act in accordance with Proper Instructions. In no event shall State Street be liable to the Fund or any other party pursuant to this Addendum for any special, indirect, punitive or consequential damages even if advised of the possibility of such damages. No action, regardless of form, arising out of the terms of this Addendum may be brought by the Fund more than two years after the Fund has knowledge that the cause of action has arisen.

 b. Limited Warranties. NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE MADE BY STATE STREET.

 c. Third-Party Data. Organizations from which State Street may obtain certain data included in the System or the Data Access Services are solely responsible for the contents of such data, and State Street shall have no liability for claims arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof.

 d. Regulatory Requirements. As between State Street and the Fund, the Fund shall be solely responsible for the accuracy of any accounting statements or reports produced using the Data Access Services and the System and the conformity thereof with any requirements of law.

 e. Force Majeure. Neither party shall be liable for any costs or damages due to delay or nonperformance under this Data Access Services Addendum arising out of any cause or event beyond such party’s control, including, without limitation, cessation of services hereunder or any damages resulting therefrom to the other party as a result of work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action, or communication disruption.

6. INDEMNIFICATION

 The Fund agrees to indemnify and hold State Street harmless from any loss, damage or expense including reasonable attorney’s fees, (a “loss”) suffered by State Street arising from (i) the negligence or willful misconduct in the use by the Fund of the Data Access Services or the System, including any loss incurred by State Street resulting from a security breach at the Designated Locations or committed by the Fund’s employees or agents or the Fund Accountants or the and Auditor, and (ii) any loss resulting from incorrect Client Originated Electronic Financial Instructions. State Street shall be entitled to rely on the validity and authenticity of Client Originated Electronic Financial Instructions without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by State Street from time to time.

7. FEES

 Fees and charges for the use of the System and the Data Access Services and related payment terms shall be as set forth in the custody fee schedule in effect from time to time between the parties (the “Fee Schedule”). Any tariffs, duties or taxes imposed or levied by any government or governmental agency by reason of the transactions contemplated by this Addendum, including, without limitation, federal, state and local taxes, use, value added and


personal property taxes (other than income, franchise or similar taxes which may be imposed or assessed against State Street) shall be borne by the Fund. Any claimed exemption from such tariffs, duties or taxes shall be supported by proper documentary evidence delivered to State Street.

8. TRAINING, IMPLEMENTATION AND CONVERSION

 a. Training. State Street agrees to provide training, at a designated State Street training facility or at the Designated Locations, to the Fund’s personnel in connection with the use of the System on the Designated Configuration. The Fund agrees that it will set aside, during regular business hours or at other times agreed upon by both parties, sufficient time to enable all operators of the System and the Data Access Services, designated by the Fund, to receive the training offered by State Street pursuant to this Addendum.

 b. Installation and Conversion. State Street and the Fund shall be responsible for the technical installation and conversion (“Installation and Conversion”) of the Designated Configuration. The Fund shall have the following responsibilities in connection with Installation and Conversion of the System:

 (i) The Fund shall be solely responsible for the timely acquisition and maintenance of the hardware and software that attach to the Designated Configuration in order to use the Data Access Services at the Designated Locations, and

 (ii) State Street and the Fund each agree that they will assign qualified personnel to actively participate during the Installation and Conversion phase of the System implementation to enable both parties to perform their respective obligations under this Addendum.

9. SUPPORT

 During the term of this Addendum, State Street agrees to provide the support services set out in Attachment D to this Addendum.

10. TERM

 a. Term. This Addendum shall become effective on the date of its execution by State Street and shall remain in full force and effect until terminated as herein provided.

 b. Termination. Either party may terminate this Addendum (i) for any reason by giving the other party at least one-hundred and eighty (180) days’ prior written notice in the case of notice of termination by State Street to the Fund or thirty (30) days’ notice in the case of notice from the Fund to State Street of termination; or (ii) immediately for failure of the other party to comply with any material term and condition of the Addendum by giving the other party written notice of termination. In the event the Fund shall cease doing business, shall become subject to proceedings under the bankruptcy laws (other than a petition for reorganization or similar proceeding) or shall be adjudicated bankrupt, this Addendum and the rights granted hereunder shall, at the option of State Street, immediately terminate with


notice to the Fund. This Addendum shall in any event terminate as to any Fund within ninety (90) days after the termination of the Custodian Agreement.

 c. Termination of the Right to Use. Upon termination of this Addendum for any reason, any right to use the System and access to the Data Access Services shall terminate and the Fund shall immediately cease use of the System and the Data Access Services. Immediately upon termination of this Addendum for any reason, the Fund shall return to State Street all copies of documentation and other Proprietary Information in its possession; provided, however, that in the event that either party terminates this Addendum or the Custodian Agreement for any reason other than the Fund’s breach, State Street shall provide the Data Access Services for a period of time and at a price to be agreed upon in writing by the parties.

11. MISCELLANEOUS

 a. Year 2000. State Street will take all steps necessary to ensure that its products (and those of its third-party suppliers) reflect the available state of the art technology to offer products that are Year 2000 compliant, including, but not limited to, century recognition of dates, calculations that correctly compute same century and multi-century formulas and date values, and interface values that reflect the date issues arising between now and the next one-hundred years. If any changes are required, State Street will make the changes to its products at no cost to the Fund and in a commercially reasonable time frame and will require third- party suppliers to do likewise.

 b. Assignment; Successors. This Addendum and the rights and obligations of the Fund and State Street hereunder shall not be assigned by either party without the prior written consent of the other party, except that State Street may assign this Addendum to a successor of all or a substantial portion of its business, or to a party controlling, controlled by, or under common control with State Street.

 c. Survival. All provisions regarding indemnification, warranty, liability and limits thereon, and confidentiality and/or protection of proprietary rights and trade secrets shall survive the termination of this Addendum.

 d. Entire Agreement. This Addendum and the attachments hereto constitute the entire understanding of the parties hereto with respect to the Data Access Services and the use of the System and supersedes any and all prior or contemporaneous representations or agreements, whether oral or written, between the parties as such may relate to the Data Access Services or the System, and cannot be modified or altered except in a writing duly executed by the parties. This Addendum is not intended to supersede or modify the duties and liabilities of the parties hereto under the Custodian Agreement or any other agreement between the parties hereto except to the extent that any such agreement specifically refers to the Data Access Services or the System. No single waiver or any right hereunder shall be deemed to be a continuing waiver.

 e. Severability. If any provision or provisions of this Addendum shall be held to be invalid, unlawful, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.


 f. Governing Law. This Addendum shall be interpreted and construed in accordance with the internal laws of The Commonwealth of Massachusetts without regard to the conflict of laws provisions thereof.


ATTACHMENT A

Multicurrency HORIZON® Accounting System

System Product Description

I. The Multicurrency HORIZONR Accounting System is designed to provide lot level portfolio and general ledger accounting for SEC and ERISA type requirements and includes the following services: 1) recording of general ledger entries; 2) calculation of daily income and expense; 3) reconciliation of daily activity with the trial balance, and 4) appropriate automated feeding mechanisms to (i) domestic and international settlement systems, (ii) daily, weekly and monthly evaluation services, (iii) portfolio performance and analytic services, (iv) customer’s internal computing systems and (v) various State Street provided information services products.

II. GlobalQuestR GlobalQuestR is designed to provide customer access to the following information maintained on The Multicurrency HORIZONR Accounting System: 1) cash transactions and balances; 2) purchases and sales; 3) income receivables; 4) tax refund; 5) daily priced positions; 6) open trades; 7) settlement status; 8) foreign exchange transactions; 9) trade history; and 10) daily, weekly and monthly evaluation services.

III. HORIZONR Gateway. HORIZONR Gateway provides customers with the ability to (i) generate reports using information maintained on the Multicurrency HORIZONR Accounting System which may be viewed or printed at the customer’s location; (ii) extract and download data from the Multicurrency HORIZONR Accounting System; and (iii) access previous day and historical data. The following information which may be accessed for these purposes: 1) holdings; 2) holdings pricing; 3) transactions, 4) open trades; 5) income; 6) general ledger and 7) cash.

IV. State Street Interchange. State Street Interchange is an open information delivery architecture wherein proprietary communication products, data formats and workstation tools are replaced by industry standards and is designed to enable the connection of State Street’s network to customer networks, thereby facilitating the sharing of information.


ATTACHMENT C

Undertaking

(Fund Accountants)

 The undersigned understands that in the course of its employment as Fund Accountant to each fund listed on Appendix A (as amended from time to time) to that certain Custodian Agreement dated as of January 28, 1998 (the “Fund”), it will have access to State Street Bank and Trust Company’s Multicurrency HORIZON Accounting System and other information systems (collectively, the “System”).

 The undersigned acknowledges that the System and the databases, computer programs, screen formats, report formats, interactive design techniques, documentation, and other information made available to the Undersigned by State Street Bank and Trust Company (“State Street”) as part of the Data Access Services provided to the Fund and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Undersigned shall be deemed proprietary and confidential information of State Street (hereinafter “Proprietary Information”). The undersigned agrees that it will hold such Proprietary Information in confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder.

 The undersigned will not attempt to intercept data, gain access to data in transmission, or attempt entry into any system or files for which it is not authorized. It will not intentionally adversely affect the integrity of the System through the introduction of unauthorized code or data, or through unauthorized deletion.

 Upon notice by State Street for any reason, any right to use the System and access to the Data Access Services shall terminate and the Undersigned shall immediately cease use of the System and the Data Access Services. Immediately upon notice by State Street for any reason, the undersigned shall return to State Street all copies of documentation and other Proprietary Information in its possession.

   
  

[The Fund Accountants]

   
   
 

By:

______________________________

   
 

Title:

______________________________

   
 

Date:

______________________________


ATTACHMENT C-1

Undertaking

(Auditor)

 The undersigned understands that in the course of its employment as Auditor to each fund listed on Appendix A (as amended from time to time) to that certain Custodian Agreement dated as of January 28, 1998 (the “Fund”) it will have access to State Street Bank and Trust Company’s Multicurrency HORIZON Accounting System and other information systems (collectively, the “System”).

 The undersigned acknowledges that the System and the databases, computer programs, screen formats, report formats, interactive design techniques, documentation, and other information made available to the Undersigned by State Street Bank and Trust Company (“State Street”) as part of the Data Access Services provided to the Fund and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Undersigned shall be deemed proprietary and confidential information of State Street (hereinafter “Proprietary Information”). The undersigned agrees that it will hold such Proprietary Information in confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder.

 The undersigned will not attempt to intercept data, gain access to data in transmission, or attempt entry into any system or files for which it is not authorized. It will not intentionally adversely affect the integrity of the System through the introduction of unauthorized code or data, or through unauthorized deletion.

 Upon notice by State Street for any reason, any right to use the System and access to the Data Access Services shall terminate and the Undersigned shall immediately cease use of the System and the Data Access Services. Immediately upon notice by State Street for any reason, the undersigned shall return to State Street all copies of documentation and other Proprietary Information in its possession.

   
  

[The Auditor]

   
   
 

By:

______________________________

   
 

Title:

______________________________

   
 

Date:

______________________________


ATTACHMENT D

Support

 During the term of this Addendum, State Street agrees to provide the following on-going support services:

 a. Telephone Support. The Fund Designated Persons may contact State Street’s HORIZONR Help Desk and Fund Assistance Center between the hours of 8 a.m. and 6 p.m. (Eastern time) on all business days for the purpose of obtaining answers to questions about the use of the System, or to report apparent problems with the System. From time to time, the Fund shall provide to State Street a list of persons who shall be permitted to contact State Street for assistance (such persons being referred to as the “Fund Designated Persons”).

 b. Technical Support. State Street will provide technical support to assist the Fund in using the System and the Data Access Services. The total amount of technical support provided by State Street shall not exceed 10 resource days per year. State Street shall provide such additional technical support as is expressly set forth in the fee schedule in effect from time to time between the parties (the “Fee Schedule”). Technical support, including during installation and testing, is subject to the fees and other terms set forth in the Fee Schedule.

 c. Maintenance Support. State Street shall use commercially reasonable efforts to correct system functions that do not work according to the System Product Description as set forth on Attachment A in priority order in the next scheduled delivery release or otherwise as soon as is practicable.

 d. System Enhancements. State Street will provide to the Fund any enhancements to the System developed by State Street and made a part of the System; provided that State Street offer the Fund reasonable training on the enhancement. Charges for system enhancements shall be as provided in the Fee Schedule. State Street retains the right to charge for related systems or products that may be developed and separately made available for use other than through the System.

 e. Custom Modifications. In the event the Fund desires custom modifications in connection with its use of the System, the Fund shall make a written request to State Street providing specifications for the desired modification. Any custom modifications may be undertaken by State Street in its sole discretion in accordance with the Fee Schedule.

 f. Limitation on Support. State Street shall have no obligation to support the Fund’s use of the System: (1) for use on any computer equipment or telecommunication facilities which does not conform to the Designated Configuration or (ii) in the event the Fund has modified the System in breach of this Addendum.

 In Witness Whereof, each of the parties has caused this instrument to be executed in its name and on its behalf by its duly authorized representative as of the date and year first written above.


 T. ROWE PRICE GROWTH STOCK FUND, INC.

 T. ROWE PRICE NEW HORIZONS FUND, INC.

 T. ROWE PRICE NEW ERA FUND, INC.

 T. ROWE PRICE NEW INCOME FUND, INC.

 T. ROWE PRICE PRIME RESERVE FUND, INC.

 T. ROWE PRICE INTERNATIONAL FUNDS, INC.
  T. Rowe Price International Bond Fund
  T. Rowe Price International Stock Fund
  T. Rowe Price International Discovery Fund
  T. Rowe Price European Stock Fund
  T. Rowe Price New Asia Fund
  T. Rowe Price Global Government Bond Fund
  T. Rowe Price Japan Fund
  T. Rowe Price Latin America Fund
  T. Rowe Price Emerging Markets Bond Fund
  T. Rowe Price Emerging Markets Stock Fund
  T. Rowe Price Global Stock Fund

 T. ROWE PRICE GROWTH & INCOME FUND, INC.

 T. ROWE PRICE SHORT-TERM BOND FUND, INC.

 T. ROWE PRICE TAX-FREE INCOME FUND, INC.

 T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

 T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

 T. ROWE PRICE HIGH YIELD FUND, INC.

 T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

 T. ROWE PRICE NEW AMERICA GROWTH FUND

 T. ROWE PRICE EQUITY INCOME FUND

 T. ROWE PRICE GNMA FUND

 T. ROWE PRICE CAPITAL APPRECIATION FUND

 T. ROWE PRICE STATE TAX-FREE INCOME TRUST
  Maryland Tax-Free Bond Fund
  Maryland Short-Term Tax-Free Bond Fund
  New York Tax-Free Bond Fund
  New York Tax-Free Money Fund
  Virginia Tax-Free Bond Fund
  Virginia Short-Term Tax-Free Bond Fund
  New Jersey Tax-Free Bond Fund
  Georgia Tax-Free Bond Fund
  Florida Insured Intermediate Tax-Free Fund

 T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
  California Tax-Free Bond Fund
  California Tax-Free Money Fund

 T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

 T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

 INSTITUTIONAL INTERNATIONAL FUNDS, INC.
  Foreign Equity Fund


 T. ROWE PRICE U.S. TREASURY FUNDS, INC.
  U.S. Treasury Intermediate Fund
  U.S. Treasury Long-Term Fund
  U.S. Treasury Money Fund

 T. ROWE PRICE INDEX TRUST, INC.
  T. Rowe Price Equity Index 500 Fund
  T. Rowe Price Extended Equity Market Index Fund
  T. Rowe Price Total Equity Market Index Fund

 T. ROWE PRICE SPECTRUM FUND, INC.
  Spectrum Growth Fund
  Spectrum Income Fund
  Spectrum International Fund

 T. ROWE PRICE BALANCED FUND, INC.

 T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.

 T. ROWE PRICE MID-CAP GROWTH FUND, INC.

 T. ROWE PRICE TAX-FREE INSURED INTERMEDIATE
 BOND FUND, INC.

 T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

 T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

 T. ROWE PRICE SUMMIT FUNDS, INC.
  T. Rowe Price Summit Cash Reserves Fund
  T. Rowe Price Summit Limited-Term Bond Fund
  T. Rowe Price Summit GNMA Fund

 T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
  T. Rowe Price Summit Municipal Money Market Fund
  T. Rowe Price Summit Municipal Intermediate Fund
  T. Rowe Price Summit Municipal Income Fund

 T. ROWE PRICE EQUITY SERIES, INC.
  T. Rowe Price Equity Income Portfolio
  T. Rowe Price New America Growth Portfolio
  T. Rowe Price Personal Strategy Balanced
  Portfolio
  T. Rowe Price Mid-Cap Growth Portfolio

 T. ROWE PRICE INTERNATIONAL SERIES, INC.
  T. Rowe Price International Stock Portfolio

 T. ROWE PRICE FIXED INCOME SERIES, INC.
  T. Rowe Price Limited-Term Bond Portfolio
  T. Rowe Price Prime Reserve Portfolio

 T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
  T. Rowe Price Personal Strategy Balanced Fund
  T. Rowe Price Personal Strategy Growth Fund
  T. Rowe Price Personal Strategy Income Fund

 T. ROWE PRICE VALUE FUND, INC.

 T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

 T. ROWE PRICE CORPORATE INCOME FUND, INC.

 T. ROWE PRICE HEALTH SCIENCES FUND, INC.

 T. ROWE PRICE MID-CAP VALUE FUND, INC.

 INSTITUTIONAL EQUITY FUNDS, INC.
  Mid-Cap Equity Growth Fund


 T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH
 FUND, INC.

 T. ROWE PRICE FINANCIAL SERVICES FUND, INC.

 T. ROWE PRICE REAL ESTATE FUND, INC.

 T. ROWE PRICE SMALL CAP STOCK FUND, INC.
  T. Rowe Price Small Cap Stock Fund

 T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

 T. ROWE PRICE TAX EFFICIENT BALANCED FUND, INC.

 RESERVE INVESTMENT FUNDS, INC.
  Government Reserve Investment Fund
  Reserve Investment Fund

  

Signature attested to:

Executed on Behalf of each Fund:

  

/s/Suzanne E. Fraunhoffer

/s/Carmen Deyesu

By:__________________________________

Name: Suzanne E. Fraunhoffer

Title: Legal Assistant

By:__________________________________

Name: Carmen Deyesu

Title: Treasurer for each of the foregoing

  

Signature attested to:

State Street Bank and Trust Company

  

/s/Glenn Ciotti

/s/Ronald E. Logue

By:__________________________________

Name: Glenn Ciotti

Title: VP & Assoc. Counsel

By:__________________________________

Name: Ronald E. Logue

Title: Executive Vice President


Schedule A

   

Country

Subcustodian

Central Depository

United Kingdom

State Street Bank and Trust Company

None; The Bank of England The Central Gilts Office (CGO); The Central Moneymarkets Office (CMO)

Euroclear (The Euroclear System)/State Street London Limited


Appendix A

 T. ROWE PRICE GROWTH STOCK FUND, INC.

 T. ROWE PRICE NEW HORIZONS FUND, INC.

 T. ROWE PRICE NEW ERA FUND, INC.

 T. ROWE PRICE NEW INCOME FUND, INC.

 T. ROWE PRICE PRIME RESERVE FUND, INC.

 T. ROWE PRICE INTERNATIONAL FUNDS, INC.
  T. Rowe Price International Bond Fund
  T. Rowe Price International Stock Fund
  T. Rowe Price International Discovery Fund
  T. Rowe Price European Stock Fund
  T. Rowe Price New Asia Fund
  T. Rowe Price Global Government Bond Fund
  T. Rowe Price Japan Fund
  T. Rowe Price Latin America Fund
  T. Rowe Price Emerging Markets Bond Fund
  T. Rowe Price Emerging Markets Stock Fund
  T. Rowe Price Global Stock Fund

 T. ROWE PRICE GROWTH & INCOME FUND, INC.

 T. ROWE PRICE SHORT-TERM BOND FUND, INC.

 T. ROWE PRICE TAX-FREE INCOME FUND, INC.

 T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

 T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

 T. ROWE PRICE HIGH YIELD FUND, INC.

 T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

 T. ROWE PRICE NEW AMERICA GROWTH FUND

 T. ROWE PRICE EQUITY INCOME FUND

 T. ROWE PRICE GNMA FUND

 T. ROWE PRICE CAPITAL APPRECIATION FUND

 T. ROWE PRICE STATE TAX-FREE INCOME TRUST
  Maryland Tax-Free Bond Fund
  Maryland Short-Term Tax-Free Bond Fund
  New York Tax-Free Bond Fund
  New York Tax-Free Money Fund
  Virginia Tax-Free Bond Fund
  Virginia Short-Term Tax-Free Bond Fund
  New Jersey Tax-Free Bond Fund
  Georgia Tax-Free Bond Fund
  Florida Insured Intermediate Tax-Free Fund

 T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
  California Tax-Free Bond Fund
  California Tax-Free Money Fund

 T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

 T. ROWE PRICE SMALL-CAP VALUE FUND, INC.


 INSTITUTIONAL INTERNATIONAL FUNDS, INC.
  Foreign Equity Fund

 T. ROWE PRICE U.S. TREASURY FUNDS, INC.
  U.S. Treasury Intermediate Fund
  U.S. Treasury Long-Term Fund
  U.S. Treasury Money Fund

 T. ROWE PRICE INDEX TRUST, INC.
  T. Rowe Price Equity Index 500 Fund
  T. Rowe Price Extended Equity Market Index Fund
  T. Rowe Price Total Equity Market Index Fund

 T. ROWE PRICE SPECTRUM FUND, INC.
  Spectrum Growth Fund
  Spectrum Income Fund
  Spectrum International Fund

 T. ROWE PRICE BALANCED FUND, INC.

 T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.

 T. ROWE PRICE MID-CAP GROWTH FUND, INC.

 T. ROWE PRICE TAX-FREE INSURED INTERMEDIATE BOND
 FUND, INC.

 T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

 T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

 T. ROWE PRICE SUMMIT FUNDS, INC.
  T. Rowe Price Summit Cash Reserves Fund
  T. Rowe Price Summit Limited-Term Bond Fund
  T. Rowe Price Summit GNMA Fund

 T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
  T. Rowe Price Summit Municipal Money Market Fund
  T. Rowe Price Summit Municipal Intermediate Fund
  T. Rowe Price Summit Municipal Income Fund

 T. ROWE PRICE EQUITY SERIES, INC.
  T. Rowe Price Equity Income Portfolio
  T. Rowe Price New America Growth Portfolio
  T. Rowe Price Personal Strategy Balanced
  Portfolio
  T. Rowe Price Mid-Cap Growth Portfolio

 T. ROWE PRICE INTERNATIONAL SERIES, INC.
  T. Rowe Price International Stock Portfolio

 T. ROWE PRICE FIXED INCOME SERIES, INC.
  T. Rowe Price Limited-Term Bond Portfolio
  T. Rowe Price Prime Reserve Portfolio

 T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
  T. Rowe Price Personal Strategy Balanced Fund
  T. Rowe Price Personal Strategy Growth Fund
  T. Rowe Price Personal Strategy Income Fund

 T. ROWE PRICE VALUE FUND, INC.

 T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.


 T. ROWE PRICE CORPORATE INCOME FUND, INC.

 T. ROWE PRICE HEALTH SCIENCES FUND, INC.

 T. ROWE PRICE MID-CAP VALUE FUND, INC.

 INSTITUTIONAL EQUITY FUNDS, INC.
  Mid-Cap Equity Growth Fund

 T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH
 FUND, INC.

 T. ROWE PRICE FINANCIAL SERVICES FUND, INC.

 T. ROWE PRICE REAL ESTATE FUND, INC.

 T. ROWE PRICE SMALL CAP STOCK FUND, INC.
  T. Rowe Price Small Cap Stock Fund

 T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

 T. ROWE PRICE TAX EFFICIENT BALANCED FUND, INC.

 RESERVE INVESTMENT FUNDS, INC.
  Government Reserve Investment Fund
  Reserve Investment Fund


AMENDMENT NO. 1
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of November 4, 1998, by adding thereto T. Rowe Price International Funds, Inc., on behalf of T. Rowe Price International Growth & Income Fund.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.

T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.


T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

INSTITUTIONAL EQUITY FUNDS, INC.
 Mid-Cap Equity Growth Fund

INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 Foreign Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Global Bond Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Growth & Income Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.


T. ROWE PRICE REAL ESTATE FUND, INC.

RESERVE INVESTMENT FUNDS, INC.
 Reserve Investment Fund
 Government Reserve Investment Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Maryland Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 Virginia Tax-Free Bond Fund
 Virginia Short-Term Tax-Free Bond Fund
 Florida Intermediate Tax-Free Fund
 Georgia Tax-Free Bond Fund

T. ROWE PRICE TAX-EFFICIENT BALANCED FUND, INC.

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund


 T. Rowe Price Summit Limited-Term Bond Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Money Market Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Income Fund

T. ROWE PRICE VALUE FUND, INC.

 
 

/s/Henry H. Hopkins

By:_____________________________________

Henry H. Hopkins, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/Stephen F. Brown

By:_____________________________________

Stephen F. Brown, Vice President

 
 


AMENDMENT NO. 2
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 21, 1999, by adding thereto T. Rowe Price Tax-Efficient Funds, Inc., on behalf of T. Rowe Price Tax-Efficient Balanced Fund and T. Rowe Price Tax-Efficient Growth Fund.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.

T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.


T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

INSTITUTIONAL EQUITY FUNDS, INC.
 Mid-Cap Equity Growth Fund

INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 Foreign Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Global Bond Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Growth & Income Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.


RESERVE INVESTMENT FUNDS, INC.
 Reserve Investment Fund
 Government Reserve Investment Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Maryland Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 Virginia Tax-Free Bond Fund
 Virginia Short-Term Tax-Free Bond Fund
 Florida Intermediate Tax-Free Fund
 Georgia Tax-Free Bond Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Balanced Fund
 T. Rowe Price Tax-Efficient Growth Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund


T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit Limited-Term Bond Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Money Market Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Income Fund

T. ROWE PRICE VALUE FUND, INC.

 
 

/s/Henry H. Hopkins

By:_____________________________________

Henry H. Hopkins, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Ronald E. Logue

By:_____________________________________

Ronald E. Logue, Vice President

 
 


AMENDMENT NO. 3
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998 and April 21, 1999 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of February 9, 2000, by adding thereto Institutional Equity Funds, Inc., on behalf of Institutional Large- Cap Value Fund and Institutional Small-Cap Stock Fund.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.

T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.


T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

INSTITUTIONAL EQUITY FUNDS, INC.
 Institutional Large-Cap Value Fund
 Institutional Small-Cap Stock Fund
 Mid-Cap Equity Growth Fund

INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 Foreign Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Global Bond Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Growth & Income Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.


T. ROWE PRICE REAL ESTATE FUND, INC.

RESERVE INVESTMENT FUNDS, INC.
 Reserve Investment Fund
 Government Reserve Investment Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Maryland Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 Virginia Tax-Free Bond Fund
 Virginia Short-Term Tax-Free Bond Fund
 Florida Intermediate Tax-Free Fund
 Georgia Tax-Free Bond Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Balanced Fund
 T. Rowe Price Tax-Efficient Growth Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.


T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit Limited-Term Bond Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Money Market Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Income Fund

T. ROWE PRICE VALUE FUND, INC.

 
 

/s/Henry H. Hopkins

By:_____________________________________

Henry H. Hopkins, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Ronald E. Logue

By:_____________________________________

Ronald E. Logue, Vice President

 
 


AMENDMENT NO. 4
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, and February 9, 2000 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 19, 2000, by adding thereto T. Rowe Price International Funds, Inc., on behalf of T. Rowe Price Emerging Europe & Mediterranean Fund.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.

T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.


T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

INSTITUTIONAL EQUITY FUNDS, INC.
 Institutional Large-Cap Value Fund
 Institutional Small-Cap Stock Fund
 Institutional Mid-Cap Equity Growth Fund

INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 Foreign Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Global Bond Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.


T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

RESERVE INVESTMENT FUNDS, INC.
 Reserve Investment Fund
 Government Reserve Investment Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Maryland Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 Virginia Tax-Free Bond Fund
 Virginia Short-Term Tax-Free Bond Fund
 Florida Intermediate Tax-Free Fund
 Georgia Tax-Free Bond Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Balanced Fund
 T. Rowe Price Tax-Efficient Growth Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.


T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit Limited-Term Bond Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Money Market Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Income Fund

T. ROWE PRICE VALUE FUND, INC.

 
 

/s/Henry H. Hopkins

By:_____________________________________

Henry H. Hopkins, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Ronald E. Logue

By:_____________________________________

Ronald E. Logue, Vice President

 
 


AMENDMENT NO. 5
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, and April 19, 2000 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of July 18, 2000, by adding thereto T. Rowe Price Developing Technologies Fund, Inc., T. Rowe Price Global Technology Fund, Inc., and T. Rowe Price U.S. Bond Index Fund, Inc.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.

T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.


T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

INSTITUTIONAL EQUITY FUNDS, INC.
 Institutional Large-Cap Value Fund
 Institutional Small-Cap Stock Fund
 Institutional Mid-Cap Equity Growth Fund

INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 Foreign Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Global Bond Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.


T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

RESERVE INVESTMENT FUNDS, INC.
 Reserve Investment Fund
 Government Reserve Investment Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Maryland Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 Virginia Tax-Free Bond Fund
 Virginia Short-Term Tax-Free Bond Fund
 Florida Intermediate Tax-Free Fund
 Georgia Tax-Free Bond Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Balanced Fund
 T. Rowe Price Tax-Efficient Growth Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.


T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND INDEX FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit Limited-Term Bond Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Money Market Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Income Fund

T. ROWE PRICE VALUE FUND, INC.

 
 

/s/Henry H. Hopkins

By:_____________________________________

Henry H. Hopkins, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Ronald E. Logue

By:_____________________________________

Ronald E. Logue, Vice President

 
 


AMENDMENT NO. 6
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000 and July 18, 2000 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of October 25, 2000, by adding thereto T. Rowe Price International Index Fund, Inc., on behalf of T. Rowe Price International Equity Index Fund; T. Rowe Price Tax-Efficient Funds, Inc., on behalf of T. Rowe Price Tax-Efficient Multi-Cap Growth Fund; and T. Rowe Price Equity Series, Inc., on behalf of T. Rowe Price Blue Chip Growth Portfolio, T. Rowe Price Equity Index 500 Portfolio, and T. Rowe Price Health Sciences Portfolio.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.

T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio


T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

INSTITUTIONAL EQUITY FUNDS, INC.
 Institutional Large-Cap Value Fund
 Institutional Small-Cap Stock Fund
 Institutional Mid-Cap Equity Growth Fund

INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 Foreign Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Global Bond Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.


T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

RESERVE INVESTMENT FUNDS, INC.
 Reserve Investment Fund
 Government Reserve Investment Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Maryland Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 Virginia Tax-Free Bond Fund
 Virginia Short-Term Tax-Free Bond Fund
 Florida Intermediate Tax-Free Fund
 Georgia Tax-Free Bond Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Balanced Fund


 T. Rowe Price Tax-Efficient Growth Fund
 T. Rowe Price Tax-Efficient Multi-Cap Growth Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND INDEX FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit Limited-Term Bond Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Money Market Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Income Fund

T. ROWE PRICE VALUE FUND, INC.

 
 

/s/Henry H. Hopkins

By:_____________________________________

Henry H. Hopkins, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Ronald E. Logue

By:_____________________________________

Ronald E. Logue, Vice President

 
 


AMENDMENT NO. 7
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, and October 25, 2000 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of February 7, 2001, by adding thereto T. Rowe Price State Tax-Free Income Trust, on behalf of Maryland Tax-Free Money Fund.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.

T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND


T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

INSTITUTIONAL EQUITY FUNDS, INC.
 Institutional Large-Cap Value Fund
 Institutional Small-Cap Stock Fund
 Institutional Mid-Cap Equity Growth Fund

INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 Foreign Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Global Bond Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND


T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

RESERVE INVESTMENT FUNDS, INC.
 Reserve Investment Fund
 Government Reserve Investment Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Maryland Tax-Free Money Fund
 Maryland Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 Virginia Tax-Free Bond Fund
 Virginia Short-Term Tax-Free Bond Fund
 Florida Intermediate Tax-Free Fund
 Georgia Tax-Free Bond Fund


T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Balanced Fund
 T. Rowe Price Tax-Efficient Growth Fund
 T. Rowe Price Tax-Efficient Multi-Cap Growth Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND INDEX FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit Limited-Term Bond Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Money Market Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Income Fund

T. ROWE PRICE VALUE FUND, INC.

 
 

/s/Henry H. Hopkins

By:_____________________________________

Henry H. Hopkins, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Ronald E. Logue

By:_____________________________________

Ronald E. Logue, Vice President

 
 


AMENDMENT NO. 8
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, and February 7, 2001 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of July 24, 2001, by adding thereto Institutional Equity Funds, Inc., on behalf of Institutional Large-Cap Growth Fund.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.

T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND


T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

INSTITUTIONAL EQUITY FUNDS, INC.
 Institutional Large-Cap Value Fund
 Institutional Small-Cap Stock Fund
 Institutional Mid-Cap Equity Growth Fund
 Institutional Large-Cap Growth Fund

INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 Foreign Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Global Bond Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND


T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Reserve Investment Fund
 T. Rowe Price Government Reserve Investment Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Maryland Tax-Free Money Fund
 Maryland Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 Virginia Tax-Free Bond Fund
 Florida Intermediate Tax-Free Fund
 Georgia Tax-Free Bond Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Balanced Fund
 T. Rowe Price Tax-Efficient Growth Fund
 T. Rowe Price Tax-Efficient Multi-Cap Growth Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.


T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND INDEX FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Money Market Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Income Fund

T. ROWE PRICE VALUE FUND, INC.

 
 

/s/Henry H. Hopkins

By:_____________________________________

Henry H. Hopkins, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Joseph L. Hooley

By:_____________________________________

Joseph L. Hooley, Executive Vice President

 
 


AMENDMENT NO. 9
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, and July 24, 2001 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 24, 2002, by adding thereto T. Rowe Price Institutional Income Funds, Inc., on behalf of T. Rowe Price Institutional High Yield Fund.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.

T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.


T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
 T. Rowe Price Institutional Large-Cap Value Fund
 T. Rowe Price Institutional Small-Cap Stock Fund
 T. Rowe Price Institutional Mid-Cap Equity Growth Fund
 T. Rowe Price Institutional Large-Cap Growth Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
 T. Rowe Price Institutional High Yield Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 T. Rowe Price Institutional Foreign Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Global Bond Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.


T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Reserve Investment Fund
 T. Rowe Price Government Reserve Investment Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Maryland Tax-Free Money Fund
 Maryland Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 Virginia Tax-Free Bond Fund
 Florida Intermediate Tax-Free Fund
 Georgia Tax-Free Bond Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Balanced Fund


 T. Rowe Price Tax-Efficient Growth Fund
 T. Rowe Price Tax-Efficient Multi-Cap Growth Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND INDEX FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Money Market Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Income Fund

T. ROWE PRICE VALUE FUND, INC.

 
 

/s/Henry H. Hopkins

By:_____________________________________

Henry H. Hopkins, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Ronald E. Logue

By:_____________________________________

Ronald E. Logue, Vice Chairman

 
 


AMENDMENT NO. 10
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, and April 24, 2002 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of July 24, 2002, by adding thereto T. Rowe Price Inflation Protected Bond Fund, Inc.; T. Rowe Price Institutional International Funds, Inc., on behalf of T. Rowe Price Institutional Emerging Markets Equity Fund; T. Rowe Price Retirement Funds, Inc., on behalf of T. Rowe Price Retirement 2010 Fund, T. Rowe Price Retirement 2020 Fund, T. Rowe Price Retirement 2030 Fund, and T. Rowe Price Retirement 2040 Fund.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.

T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio


T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
 T. Rowe Price Institutional Large-Cap Value Fund
 T. Rowe Price Institutional Small-Cap Stock Fund
 T. Rowe Price Institutional Mid-Cap Equity Growth Fund
 T. Rowe Price Institutional Large-Cap Growth Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
 T. Rowe Price Institutional High Yield Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 T. Rowe Price Institutional Emerging Markets Equity Fund
 T. Rowe Price Institutional Foreign Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Global Bond Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund


T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Reserve Investment Fund
 T. Rowe Price Government Reserve Investment Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.
 T. Rowe Price Retirement 2010 Fund
 T. Rowe Price Retirement 2020 Fund
 T. Rowe Price Retirement 2030 Fund
 T. Rowe Price Retirement 2040 Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.


T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Maryland Tax-Free Money Fund
 Maryland Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 Virginia Tax-Free Bond Fund
 Florida Intermediate Tax-Free Fund
 Georgia Tax-Free Bond Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Balanced Fund
 T. Rowe Price Tax-Efficient Growth Fund
 T. Rowe Price Tax-Efficient Multi-Cap Growth Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND INDEX FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Money Market Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Income Fund


T. ROWE PRICE VALUE FUND, INC.

 
 

/s/Henry H. Hopkins

By:_____________________________________

Henry H. Hopkins, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Joseph L. Hooley

By:_____________________________________

Joseph L. Hooley, Executive Vice President

 
 


AMENDMENT NO. 11
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, and July 24, 2002 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of September 4, 2002, by adding thereto T. Rowe Price Retirement Funds, Inc., on behalf of T. Rowe Price Retirement Income Fund.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.

T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.


T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
 T. Rowe Price Institutional Large-Cap Value Fund
 T. Rowe Price Institutional Small-Cap Stock Fund
 T. Rowe Price Institutional Mid-Cap Equity Growth Fund
 T. Rowe Price Institutional Large-Cap Growth Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
 T. Rowe Price Institutional High Yield Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 T. Rowe Price Institutional Emerging Markets Equity Fund
 T. Rowe Price Institutional Foreign Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Global Bond Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio


T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Reserve Investment Fund
 T. Rowe Price Government Reserve Investment Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.
 T. Rowe Price Retirement 2010 Fund
 T. Rowe Price Retirement 2020 Fund
 T. Rowe Price Retirement 2030 Fund
 T. Rowe Price Retirement 2040 Fund
 T. Rowe Price Retirement Income Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Maryland Tax-Free Money Fund
 Maryland Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund


 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 Virginia Tax-Free Bond Fund
 Florida Intermediate Tax-Free Fund
 Georgia Tax-Free Bond Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Balanced Fund
 T. Rowe Price Tax-Efficient Growth Fund
 T. Rowe Price Tax-Efficient Multi-Cap Growth Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND INDEX FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Money Market Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Income Fund


T. ROWE PRICE VALUE FUND, INC.

 
 

/s/Henry H. Hopkins

By:_____________________________________

Henry H. Hopkins, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Joseph L. Hooley

By:_____________________________________

Joseph L. Hooley, Executive Vice President

 
 


AMENDMENT NO. 12
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, and September 4, 2002 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of July 23, 2003, by adding thereto T. Rowe Price Institutional Equity Funds, Inc., on behalf of T. Rowe Price Institutional Large-Cap Core Growth Fund.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.

T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.


T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
 T. Rowe Price Institutional Large-Cap Value Fund
 T. Rowe Price Institutional Small-Cap Stock Fund
 T. Rowe Price Institutional Mid-Cap Equity Growth Fund
 T. Rowe Price Institutional Large-Cap Growth Fund
 T. Rowe Price Institutional Large-Cap Core Growth Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
 T. Rowe Price Institutional High Yield Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 T. Rowe Price Institutional Emerging Markets Equity Fund
 T. Rowe Price Institutional Foreign Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Global Bond Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio


T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Reserve Investment Fund
 T. Rowe Price Government Reserve Investment Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.
 T. Rowe Price Retirement 2010 Fund
 T. Rowe Price Retirement 2020 Fund
 T. Rowe Price Retirement 2030 Fund
 T. Rowe Price Retirement 2040 Fund
 T. Rowe Price Retirement Income Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Maryland Tax-Free Money Fund
 Maryland Tax-Free Bond Fund


 Maryland Short-Term Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 Virginia Tax-Free Bond Fund
 Florida Intermediate Tax-Free Fund
 Georgia Tax-Free Bond Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Balanced Fund
 T. Rowe Price Tax-Efficient Growth Fund
 T. Rowe Price Tax-Efficient Multi-Cap Growth Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND INDEX FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Money Market Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Income Fund


T. ROWE PRICE VALUE FUND, INC.

 
 

/s/Henry H. Hopkins

By:_____________________________________

Henry H. Hopkins, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Joseph L. Hooley

By:_____________________________________

Joseph L. Hooley, Executive Vice President

 
 


AMENDMENT NO. 13
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, and July 23, 2003 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of October 22, 2003, by adding thereto T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.

T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio


T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
 T. Rowe Price Institutional Large-Cap Value Fund
 T. Rowe Price Institutional Small-Cap Stock Fund
 T. Rowe Price Institutional Mid-Cap Equity Growth Fund
 T. Rowe Price Institutional Large-Cap Growth Fund
 T. Rowe Price Institutional Large-Cap Core Growth Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
 T. Rowe Price Institutional High Yield Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 T. Rowe Price Institutional Emerging Markets Equity Fund
 T. Rowe Price Institutional Foreign Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Global Bond Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund


T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Reserve Investment Fund
 T. Rowe Price Government Reserve Investment Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.
 T. Rowe Price Retirement 2010 Fund
 T. Rowe Price Retirement 2020 Fund
 T. Rowe Price Retirement 2030 Fund
 T. Rowe Price Retirement 2040 Fund
 T. Rowe Price Retirement Income Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund


T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Maryland Tax-Free Money Fund
 Maryland Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 Virginia Tax-Free Bond Fund
 Florida Intermediate Tax-Free Fund
 Georgia Tax-Free Bond Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Balanced Fund
 T. Rowe Price Tax-Efficient Growth Fund
 T. Rowe Price Tax-Efficient Multi-Cap Growth Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND INDEX FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Money Market Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Income Fund


T. ROWE PRICE VALUE FUND, INC.

 

 
 

/s/Henry H. Hopkins

By:_____________________________________

Henry H. Hopkins, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Joseph L. Hooley

By:_____________________________________

Joseph L. Hooley, Executive Vice President

 
 


AMENDMENT NO. 14
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, and October22, 2003 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of February 4, 2004, by adding thereto T. Rowe Price Retirement Funds, Inc., on behalf of T. Rowe Price Retirement 2005 Fund, T. Rowe Price Retirement 2015 Fund, T. Rowe Price Retirement 2025 Fund, and T. Rowe Price Retirement 2035 Fund.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.


T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
 T. Rowe Price Institutional Large-Cap Value Fund
 T. Rowe Price Institutional Small-Cap Stock Fund
 T. Rowe Price Institutional Mid-Cap Equity Growth Fund
 T. Rowe Price Institutional Large-Cap Growth Fund
 T. Rowe Price Institutional Large-Cap Core Growth Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
 T. Rowe Price Institutional High Yield Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 T. Rowe Price Institutional Emerging Markets Equity Fund
 T. Rowe Price Institutional Foreign Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Global Bond Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund


T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Reserve Investment Fund
 T. Rowe Price Government Reserve Investment Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.
 T. Rowe Price Retirement 2005 Fund
 T. Rowe Price Retirement 2010 Fund
 T. Rowe Price Retirement 2015 Fund
 T. Rowe Price Retirement 2020 Fund
 T. Rowe Price Retirement 2025 Fund
 T. Rowe Price Retirement 2030 Fund
 T. Rowe Price Retirement 2035 Fund
 T. Rowe Price Retirement 2040 Fund
 T. Rowe Price Retirement Income Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.


T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Maryland Tax-Free Money Fund
 Maryland Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 Virginia Tax-Free Bond Fund
 Florida Intermediate Tax-Free Fund
 Georgia Tax-Free Bond Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Balanced Fund
 T. Rowe Price Tax-Efficient Growth Fund
 T. Rowe Price Tax-Efficient Multi-Cap Growth Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND INDEX FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Money Market Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Income Fund

T. ROWE PRICE VALUE FUND, INC.


 

 
 

/s/Henry H. Hopkins

By:_____________________________________

Henry H. Hopkins, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Joseph L. Hooley

By:_____________________________________

Joseph L. Hooley, Executive Vice President

 
 


AMENDMENT NO. 15
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, and February 4, 2004 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of September 20, 2004 by adding thereto T. Rowe Price Institutional Income Funds, Inc., on behalf of T. Rowe Price Institutional Core Plus Fund.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.

T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio


T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
 T. Rowe Price Institutional Large-Cap Value Fund
 T. Rowe Price Institutional Small-Cap Stock Fund
 T. Rowe Price Institutional Mid-Cap Equity Growth Fund
 T. Rowe Price Institutional Large-Cap Growth Fund
 T. Rowe Price Institutional Large-Cap Core Growth Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
 T. Rowe Price Institutional Core Plus Fund
 T. Rowe Price Institutional High Yield Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 T. Rowe Price Institutional Emerging Markets Equity Fund
 T. Rowe Price Institutional Foreign Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Global Bond Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund


T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Reserve Investment Fund
 T. Rowe Price Government Reserve Investment Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.
 T. Rowe Price Retirement 2005 Fund
 T. Rowe Price Retirement 2010 Fund
 T. Rowe Price Retirement 2015 Fund
 T. Rowe Price Retirement 2020 Fund
 T. Rowe Price Retirement 2025 Fund
 T. Rowe Price Retirement 2030 Fund
 T. Rowe Price Retirement 2035 Fund
 T. Rowe Price Retirement 2040 Fund
 T. Rowe Price Retirement Income Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.


T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Maryland Tax-Free Money Fund
 Maryland Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 Virginia Tax-Free Bond Fund
 Florida Intermediate Tax-Free Fund
 Georgia Tax-Free Bond Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Balanced Fund
 T. Rowe Price Tax-Efficient Growth Fund
 T. Rowe Price Tax-Efficient Multi-Cap Growth Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND INDEX FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Money Market Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Income Fund

T. ROWE PRICE VALUE FUND, INC.


 
 

/s/Henry H. Hopkins

By:_____________________________________

Henry H. Hopkins, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Joseph L. Hooley

By:_____________________________________

Joseph L. Hooley, Executive Vice President

 
 


AMENDMENT NO. 16
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, and September 20, 2004 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of March 2, 2005 by adding thereto T. Rowe Price Retirement Funds, Inc., on behalf of T. Rowe Price Retirement 2045 Fund.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.

T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio


T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
 T. Rowe Price Institutional Large-Cap Value Fund
 T. Rowe Price Institutional Small-Cap Stock Fund
 T. Rowe Price Institutional Mid-Cap Equity Growth Fund
 T. Rowe Price Institutional Large-Cap Growth Fund
 T. Rowe Price Institutional Large-Cap Core Growth Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
 T. Rowe Price Institutional Core Plus Fund
 T. Rowe Price Institutional High Yield Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 T. Rowe Price Institutional Emerging Markets Equity Fund
 T. Rowe Price Institutional Foreign Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Global Bond Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund


T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Reserve Investment Fund
 T. Rowe Price Government Reserve Investment Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.
 T. Rowe Price Retirement 2005 Fund
 T. Rowe Price Retirement 2010 Fund
 T. Rowe Price Retirement 2015 Fund
 T. Rowe Price Retirement 2020 Fund
 T. Rowe Price Retirement 2025 Fund
 T. Rowe Price Retirement 2030 Fund
 T. Rowe Price Retirement 2035 Fund
 T. Rowe Price Retirement 2040 Fund
 T. Rowe Price Retirement 2045 Fund
 T. Rowe Price Retirement Income Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.


T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Maryland Tax-Free Money Fund
 Maryland Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 Virginia Tax-Free Bond Fund
 Florida Intermediate Tax-Free Fund
 Georgia Tax-Free Bond Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Balanced Fund
 T. Rowe Price Tax-Efficient Growth Fund
 T. Rowe Price Tax-Efficient Multi-Cap Growth Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND INDEX FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Money Market Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Income Fund

T. ROWE PRICE VALUE FUND, INC.


 

 
 

/s/Henry H. Hopkins

By:_____________________________________

Henry H. Hopkins, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Joseph L. Hooley

By:_____________________________________

Joseph L. Hooley, Executive Vice President

 
 


AMENDMENT NO. 17
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, and March 2, 2005 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 19, 2006 by adding thereto T. Rowe Price Institutional International Funds, Inc., on behalf of T. Rowe Price Institutional Global Equity Fund.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.

T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio


T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
 T. Rowe Price Institutional Large-Cap Value Fund
 T. Rowe Price Institutional Small-Cap Stock Fund
 T. Rowe Price Institutional Mid-Cap Equity Growth Fund
 T. Rowe Price Institutional Large-Cap Growth Fund
 T. Rowe Price Institutional Large-Cap Core Growth Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
 T. Rowe Price Institutional Core Plus Fund
 T. Rowe Price Institutional High Yield Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 T. Rowe Price Institutional Emerging Markets Equity Fund
 T. Rowe Price Institutional Foreign Equity Fund
 T. Rowe Price Institutional Global Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Global Bond Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund


T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Reserve Investment Fund
 T. Rowe Price Government Reserve Investment Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.
 T. Rowe Price Retirement 2005 Fund
 T. Rowe Price Retirement 2010 Fund
 T. Rowe Price Retirement 2015 Fund
 T. Rowe Price Retirement 2020 Fund
 T. Rowe Price Retirement 2025 Fund
 T. Rowe Price Retirement 2030 Fund
 T. Rowe Price Retirement 2035 Fund
 T. Rowe Price Retirement 2040 Fund
 T. Rowe Price Retirement 2045 Fund
 T. Rowe Price Retirement Income Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.


T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Maryland Tax-Free Money Fund
 Maryland Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 Virginia Tax-Free Bond Fund
 Florida Intermediate Tax-Free Fund
 Georgia Tax-Free Bond Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Balanced Fund
 T. Rowe Price Tax-Efficient Growth Fund
 T. Rowe Price Tax-Efficient Multi-Cap Growth Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND INDEX FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Money Market Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Income Fund

T. ROWE PRICE VALUE FUND, INC.


 

 
 

/s/Henry H. Hopkins

By:_____________________________________

Henry H. Hopkins, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Joseph L. Hooley

By:_____________________________________

Joseph L. Hooley, Executive Vice President

 
 


AMENDMENT NO. 18
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, and April 19, 2006 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of July 19, 2006 by adding thereto T. Rowe Price Short- Term Income Fund, Inc. and T. Rowe Price Institutional Equity Funds, Inc., on behalf of T. Rowe Price Institutional Concentrated Large- Cap Value Fund.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.


T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
 T. Rowe Price Institutional Large-Cap Value Fund
 T. Rowe Price Institutional Small-Cap Stock Fund
 T. Rowe Price Institutional Mid-Cap Equity Growth Fund
 T. Rowe Price Institutional Large-Cap Growth Fund
 T. Rowe Price Institutional Large-Cap Core Growth Fund
 T. Rowe Price Institutional Concentrated Large-Cap Value

  Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
 T. Rowe Price Institutional Core Plus Fund
 T. Rowe Price Institutional High Yield Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 T. Rowe Price Institutional Emerging Markets Equity Fund
 T. Rowe Price Institutional Foreign Equity Fund
 T. Rowe Price Institutional Global Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Global Bond Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Stock Fund


 T. Rowe Price Global Stock Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Reserve Investment Fund
 T. Rowe Price Government Reserve Investment Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.
 T. Rowe Price Retirement 2005 Fund
 T. Rowe Price Retirement 2010 Fund
 T. Rowe Price Retirement 2015 Fund
 T. Rowe Price Retirement 2020 Fund
 T. Rowe Price Retirement 2025 Fund
 T. Rowe Price Retirement 2030 Fund
 T. Rowe Price Retirement 2035 Fund
 T. Rowe Price Retirement 2040 Fund
 T. Rowe Price Retirement 2045 Fund
 T. Rowe Price Retirement Income Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.


T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SHORT-TERM INCOME FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Maryland Tax-Free Money Fund
 Maryland Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 Virginia Tax-Free Bond Fund
 Florida Intermediate Tax-Free Fund
 Georgia Tax-Free Bond Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Balanced Fund
 T. Rowe Price Tax-Efficient Growth Fund
 T. Rowe Price Tax-Efficient Multi-Cap Growth Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND INDEX FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund


T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Money Market Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Income Fund

T. ROWE PRICE VALUE FUND, INC.

 

 
 

/s/Henry H. Hopkins

By:_____________________________________

Henry H. Hopkins, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Joseph L. Hooley

By:_____________________________________

Joseph L. Hooley, Executive Vice President

 
 


AMENDMENT NO. 19
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, and July 19, 2006 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of October 18, 2006 by adding thereto T. Rowe Price Institutional International Funds, Inc., on behalf of T. Rowe Price Institutional Emerging Markets Bond Fund, T. Rowe Price International Funds, Inc., on behalf of T. Rowe Price Overseas Stock Fund and T. Rowe Price Retirement Funds, Inc., on behalf of T. Rowe Price Retirement 2050 Fund and T. Rowe Price Retirement 2055 Fund.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.


T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
 T. Rowe Price Institutional Large-Cap Value Fund
 T. Rowe Price Institutional Small-Cap Stock Fund
 T. Rowe Price Institutional Mid-Cap Equity Growth Fund
 T. Rowe Price Institutional Large-Cap Growth Fund
 T. Rowe Price Institutional Large-Cap Core Growth Fund
 T. Rowe Price Institutional Concentrated Large-Cap Value

  Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
 T. Rowe Price Institutional Core Plus Fund
 T. Rowe Price Institutional High Yield Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 T. Rowe Price Institutional Emerging Markets Equity Fund
 T. Rowe Price Institutional Foreign Equity Fund
 T. Rowe Price Institutional Global Equity Fund

 T. Rowe Price Institutional Emerging Markets Bond Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Global Bond Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price Emerging Markets Bond Fund


 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund
 T. Rowe Price Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Reserve Investment Fund
 T. Rowe Price Government Reserve Investment Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.
 T. Rowe Price Retirement 2005 Fund
 T. Rowe Price Retirement 2010 Fund
 T. Rowe Price Retirement 2015 Fund
 T. Rowe Price Retirement 2020 Fund
 T. Rowe Price Retirement 2025 Fund
 T. Rowe Price Retirement 2030 Fund
 T. Rowe Price Retirement 2035 Fund
 T. Rowe Price Retirement 2040 Fund
 T. Rowe Price Retirement 2045 Fund
 T. Rowe Price Retirement 2050 Fund


 T. Rowe Price Retirement 2055 Fund
 T. Rowe Price Retirement Income Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SHORT-TERM INCOME FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Maryland Tax-Free Money Fund
 Maryland Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 Virginia Tax-Free Bond Fund
 Florida Intermediate Tax-Free Fund
 Georgia Tax-Free Bond Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Balanced Fund
 T. Rowe Price Tax-Efficient Growth Fund
 T. Rowe Price Tax-Efficient Multi-Cap Growth Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND INDEX FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund


T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Money Market Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Income Fund

T. ROWE PRICE VALUE FUND, INC.

 

 
 

/s/Henry H. Hopkins

By:_____________________________________

Henry H. Hopkins, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Joseph L. Hooley

By:_____________________________________

Joseph L. Hooley, Executive Vice President

 
 


AMENDMENT NO. 20
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, and October 18, 2006 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 24, 2007 by adding thereto T. Rowe Price Institutional International Funds, Inc., on behalf of T. Rowe Price Institutional International Bond Fund; and by removing Florida Intermediate Tax-Free Fund and T. Rowe Price Tax-Free Intermediate Bond, Inc. which were merged into the T. Rowe Price Summit Municipal Intermediate Fund on November 13, 2006.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.


T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
 T. Rowe Price Institutional Concentrated Large-Cap Value

  Fund
 T. Rowe Price Institutional Large-Cap Core Growth Fund
 T. Rowe Price Institutional Large-Cap Growth Fund
 T. Rowe Price Institutional Large-Cap Value Fund
 T. Rowe Price Institutional Mid-Cap Equity Growth Fund
 T. Rowe Price Institutional Small-Cap Stock Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
 T. Rowe Price Institutional Core Plus Fund
 T. Rowe Price Institutional High Yield Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 T. Rowe Price Institutional Emerging Markets Bond Fund
 T. Rowe Price Institutional Emerging Markets Equity Fund
 T. Rowe Price Institutional Foreign Equity Fund
 T. Rowe Price Institutional Global Equity Fund
 T. Rowe Price Institutional International Bond Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price Global Bond Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund


 T. Rowe Price International Growth & Income Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Government Reserve Investment Fund
 T. Rowe Price Reserve Investment Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.
 T. Rowe Price Retirement 2005 Fund
 T. Rowe Price Retirement 2010 Fund
 T. Rowe Price Retirement 2015 Fund
 T. Rowe Price Retirement 2020 Fund
 T. Rowe Price Retirement 2025 Fund
 T. Rowe Price Retirement 2030 Fund
 T. Rowe Price Retirement 2035 Fund
 T. Rowe Price Retirement 2040 Fund
 T. Rowe Price Retirement 2045 Fund
 T. Rowe Price Retirement 2050 Fund


 T. Rowe Price Retirement 2055 Fund
 T. Rowe Price Retirement Income Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SHORT-TERM INCOME FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Georgia Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 Maryland Tax-Free Bond Fund
 Maryland Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 Virginia Tax-Free Bond Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Balanced Fund
 T. Rowe Price Tax-Efficient Growth Fund
 T. Rowe Price Tax-Efficient Multi-Cap Growth Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND INDEX FUND, INC.


T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Income Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Money Market Fund

T. ROWE PRICE VALUE FUND, INC.

 

 
 

/s/Henry H. Hopkins

By:_____________________________________

Henry H. Hopkins, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Joseph L. Hooley

By:_____________________________________

Joseph L. Hooley, Executive Vice President

 
 


AMENDMENT NO. 21
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, and April 24, 2007 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of June 12, 2007, by adding thereto T. Rowe Price International Funds, Inc., on behalf of T. Rowe Price Africa & Middle East Fund.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.


T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
 T. Rowe Price Institutional Concentrated Large-Cap Value

  Fund
 T. Rowe Price Institutional Large-Cap Core Growth Fund
 T. Rowe Price Institutional Large-Cap Growth Fund
 T. Rowe Price Institutional Large-Cap Value Fund
 T. Rowe Price Institutional Mid-Cap Equity Growth Fund
 T. Rowe Price Institutional Small-Cap Stock Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
 T. Rowe Price Institutional Core Plus Fund
 T. Rowe Price Institutional High Yield Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 T. Rowe Price Institutional Emerging Markets Bond Fund
 T. Rowe Price Institutional Emerging Markets Equity Fund
 T. Rowe Price Institutional Foreign Equity Fund
 T. Rowe Price Institutional Global Equity Fund
 T. Rowe Price Institutional International Bond Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price Africa & Middle East Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price Global Bond Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Bond Fund


 T. Rowe Price International Discovery Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Government Reserve Investment Fund
 T. Rowe Price Reserve Investment Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.
 T. Rowe Price Retirement 2005 Fund
 T. Rowe Price Retirement 2010 Fund
 T. Rowe Price Retirement 2015 Fund
 T. Rowe Price Retirement 2020 Fund
 T. Rowe Price Retirement 2025 Fund
 T. Rowe Price Retirement 2030 Fund
 T. Rowe Price Retirement 2035 Fund
 T. Rowe Price Retirement 2040 Fund
 T. Rowe Price Retirement 2045 Fund


 T. Rowe Price Retirement 2050 Fund
 T. Rowe Price Retirement 2055 Fund
 T. Rowe Price Retirement Income Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SHORT-TERM INCOME FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Georgia Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 Maryland Tax-Free Bond Fund
 Maryland Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 Virginia Tax-Free Bond Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Balanced Fund
 T. Rowe Price Tax-Efficient Growth Fund
 T. Rowe Price Tax-Efficient Multi-Cap Growth Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND INDEX FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund


T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Income Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Money Market Fund

T. ROWE PRICE VALUE FUND, INC.

 

 
 

/s/Henry H. Hopkins

By:_____________________________________

Henry H. Hopkins, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Joseph L. Hooley

By:_____________________________________

Joseph L. Hooley, Executive Vice President

 
 


AMENDMENT NO. 22
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, and June 12, 2007 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of July 24, 2007, by adding thereto T. Rowe Price Institutional Equity Funds, Inc., on behalf of T. Rowe Price Institutional U.S. Structured Research Fund.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.


T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
 T. Rowe Price Institutional Concentrated Large-Cap Value

  Fund
 T. Rowe Price Institutional Large-Cap Core Growth Fund
 T. Rowe Price Institutional Large-Cap Growth Fund
 T. Rowe Price Institutional Large-Cap Value Fund
 T. Rowe Price Institutional Mid-Cap Equity Growth Fund
 T. Rowe Price Institutional Small-Cap Stock Fund

 T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
 T. Rowe Price Institutional Core Plus Fund
 T. Rowe Price Institutional High Yield Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 T. Rowe Price Institutional Emerging Markets Bond Fund
 T. Rowe Price Institutional Emerging Markets Equity Fund
 T. Rowe Price Institutional Foreign Equity Fund
 T. Rowe Price Institutional Global Equity Fund
 T. Rowe Price Institutional International Bond Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price Africa & Middle East Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price Global Bond Fund
 T. Rowe Price Global Stock Fund


 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Government Reserve Investment Fund
 T. Rowe Price Reserve Investment Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.
 T. Rowe Price Retirement 2005 Fund
 T. Rowe Price Retirement 2010 Fund
 T. Rowe Price Retirement 2015 Fund
 T. Rowe Price Retirement 2020 Fund
 T. Rowe Price Retirement 2025 Fund
 T. Rowe Price Retirement 2030 Fund
 T. Rowe Price Retirement 2035 Fund
 T. Rowe Price Retirement 2040 Fund


 T. Rowe Price Retirement 2045 Fund
 T. Rowe Price Retirement 2050 Fund
 T. Rowe Price Retirement 2055 Fund
 T. Rowe Price Retirement Income Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SHORT-TERM INCOME FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Georgia Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 Maryland Tax-Free Bond Fund
 Maryland Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 Virginia Tax-Free Bond Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Balanced Fund
 T. Rowe Price Tax-Efficient Growth Fund
 T. Rowe Price Tax-Efficient Multi-Cap Growth Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND INDEX FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund


T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Income Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Money Market Fund

T. ROWE PRICE VALUE FUND, INC.

 

 

 
 

/s/Henry H. Hopkins

By:_____________________________________

Henry H. Hopkins, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Joseph L. Hooley

By:_____________________________________

Joseph L. Hooley, Executive Vice President

 
 


AMENDMENT NO. 23
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, and July 24, 2007 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of October 23, 2007, by adding thereto T. Rowe Price Institutional Income Funds, Inc., on behalf of T. Rowe Price Institutional Floating Rate Fund.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.


T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
 T. Rowe Price Institutional Concentrated Large-Cap Value

  Fund
 T. Rowe Price Institutional Large-Cap Core Growth Fund
 T. Rowe Price Institutional Large-Cap Growth Fund
 T. Rowe Price Institutional Large-Cap Value Fund
 T. Rowe Price Institutional Mid-Cap Equity Growth Fund
 T. Rowe Price Institutional Small-Cap Stock Fund

 T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
 T. Rowe Price Institutional Core Plus Fund
 T. Rowe Price Institutional Floating Rate Fund
 T. Rowe Price Institutional High Yield Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 T. Rowe Price Institutional Emerging Markets Bond Fund
 T. Rowe Price Institutional Emerging Markets Equity Fund
 T. Rowe Price Institutional Foreign Equity Fund
 T. Rowe Price Institutional Global Equity Fund
 T. Rowe Price Institutional International Bond Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price Africa & Middle East Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price Global Bond Fund


 T. Rowe Price Global Stock Fund
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Government Reserve Investment Fund
 T. Rowe Price Reserve Investment Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.
 T. Rowe Price Retirement 2005 Fund
 T. Rowe Price Retirement 2010 Fund
 T. Rowe Price Retirement 2015 Fund
 T. Rowe Price Retirement 2020 Fund
 T. Rowe Price Retirement 2025 Fund
 T. Rowe Price Retirement 2030 Fund
 T. Rowe Price Retirement 2035 Fund


 T. Rowe Price Retirement 2040 Fund
 T. Rowe Price Retirement 2045 Fund
 T. Rowe Price Retirement 2050 Fund
 T. Rowe Price Retirement 2055 Fund
 T. Rowe Price Retirement Income Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SHORT-TERM INCOME FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Georgia Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 Maryland Tax-Free Bond Fund
 Maryland Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 Virginia Tax-Free Bond Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Balanced Fund
 T. Rowe Price Tax-Efficient Growth Fund
 T. Rowe Price Tax-Efficient Multi-Cap Growth Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND INDEX FUND, INC.


T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Income Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Money Market Fund

T. ROWE PRICE VALUE FUND, INC.

 
 

/s/Henry H. Hopkins

By:_____________________________________

Henry H. Hopkins, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Joseph L. Hooley

By:_____________________________________

Joseph L. Hooley, Executive Vice President

 
 


AMENDMENT NO. 24
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, and October 23, 2007 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of February 6, 2008, by adding thereto T. Rowe Price Institutional International Funds, Inc., on behalf of T. Rowe Price Institutional Africa & Middle East Fund.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.


T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
 T. Rowe Price Institutional Concentrated Large-Cap Value

  Fund
 T. Rowe Price Institutional Large-Cap Core Growth Fund
 T. Rowe Price Institutional Large-Cap Growth Fund
 T. Rowe Price Institutional Large-Cap Value Fund
 T. Rowe Price Institutional Mid-Cap Equity Growth Fund
 T. Rowe Price Institutional Small-Cap Stock Fund

 T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
 T. Rowe Price Institutional Core Plus Fund
 T. Rowe Price Institutional Floating Rate Fund
 T. Rowe Price Institutional High Yield Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 T. Rowe Price Institutional Africa & Middle East Fund
 T. Rowe Price Institutional Emerging Markets Bond Fund
 T. Rowe Price Institutional Emerging Markets Equity Fund
 T. Rowe Price Institutional Foreign Equity Fund
 T. Rowe Price Institutional Global Equity Fund
 T. Rowe Price Institutional International Bond Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price Africa & Middle East Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund
 T. Rowe Price European Stock Fund


 T. Rowe Price Global Bond Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Government Reserve Investment Fund
 T. Rowe Price Reserve Investment Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.
 T. Rowe Price Retirement 2005 Fund
 T. Rowe Price Retirement 2010 Fund
 T. Rowe Price Retirement 2015 Fund
 T. Rowe Price Retirement 2020 Fund
 T. Rowe Price Retirement 2025 Fund
 T. Rowe Price Retirement 2030 Fund


 T. Rowe Price Retirement 2035 Fund
 T. Rowe Price Retirement 2040 Fund
 T. Rowe Price Retirement 2045 Fund
 T. Rowe Price Retirement 2050 Fund
 T. Rowe Price Retirement 2055 Fund
 T. Rowe Price Retirement Income Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SHORT-TERM INCOME FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Georgia Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 Maryland Tax-Free Bond Fund
 Maryland Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 Virginia Tax-Free Bond Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Balanced Fund
 T. Rowe Price Tax-Efficient Growth Fund
 T. Rowe Price Tax-Efficient Multi-Cap Growth Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND INDEX FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund


T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Income Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Money Market Fund

T. ROWE PRICE VALUE FUND, INC.

 

 
 

/s/Henry H. Hopkins

By:_____________________________________

Henry H. Hopkins, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Joseph L. Hooley

By:_____________________________________

Joseph L. Hooley, Executive Vice President

 
 


AMENDMENT NO. 25
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, and February 6, 2008 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of July 22, 2008, by adding thereto T. Rowe Price Global Real Estate Fund, Inc., T. Rowe Price Institutional International Funds, Inc., on behalf of T. Rowe Price Institutional Global Large-Cap Equity Fund, and T. Rowe Price International Funds, Inc., on behalf of T. Rowe Price Global Large-Cap Stock Fund.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.


T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
 T. Rowe Price Institutional Concentrated Large-Cap Value

  Fund
 T. Rowe Price Institutional Large-Cap Core Growth Fund
 T. Rowe Price Institutional Large-Cap Growth Fund
 T. Rowe Price Institutional Large-Cap Value Fund
 T. Rowe Price Institutional Mid-Cap Equity Growth Fund
 T. Rowe Price Institutional Small-Cap Stock Fund
 T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
 T. Rowe Price Institutional Core Plus Fund
 T. Rowe Price Institutional Floating Rate Fund
 T. Rowe Price Institutional High Yield Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 T. Rowe Price Institutional Africa & Middle East Fund
 T. Rowe Price Institutional Emerging Markets Bond Fund
 T. Rowe Price Institutional Emerging Markets Equity Fund
 T. Rowe Price Institutional Foreign Equity Fund
 T. Rowe Price Institutional Global Equity Fund
 T. Rowe Price Institutional Global Large-Cap Equity Fund
 T. Rowe Price Institutional International Bond Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price Africa & Middle East Fund
 T. Rowe Price Emerging Markets Bond Fund


 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price Global Bond Fund
 T. Rowe Price Global Large-Cap Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Government Reserve Investment Fund
 T. Rowe Price Reserve Investment Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.
 T. Rowe Price Retirement 2005 Fund
 T. Rowe Price Retirement 2010 Fund


 T. Rowe Price Retirement 2015 Fund
 T. Rowe Price Retirement 2020 Fund
 T. Rowe Price Retirement 2025 Fund
 T. Rowe Price Retirement 2030 Fund
 T. Rowe Price Retirement 2035 Fund
 T. Rowe Price Retirement 2040 Fund
 T. Rowe Price Retirement 2045 Fund
 T. Rowe Price Retirement 2050 Fund
 T. Rowe Price Retirement 2055 Fund
 T. Rowe Price Retirement Income Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SHORT-TERM INCOME FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Georgia Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 Maryland Tax-Free Bond Fund
 Maryland Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 Virginia Tax-Free Bond Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Balanced Fund
 T. Rowe Price Tax-Efficient Growth Fund
 T. Rowe Price Tax-Efficient Multi-Cap Growth Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND INDEX FUND, INC.


T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Income Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Money Market Fund

T. ROWE PRICE VALUE FUND, INC.

 
 

/s/ David Oestreicher

By:_____________________________________

David Oestreicher, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Joseph C. Antonellis

By:_____________________________________

Joseph C. Antonellis, Vice Chairman

 
 


AMENDMENT NO. 26
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, and July 22, 2008 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of October 21, 2008, by adding thereto T. Rowe Price Strategic Income Fund, Inc.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.


T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
 T. Rowe Price Institutional Concentrated Large-Cap Value

  Fund
 T. Rowe Price Institutional Large-Cap Core Growth Fund
 T. Rowe Price Institutional Large-Cap Growth Fund
 T. Rowe Price Institutional Large-Cap Value Fund
 T. Rowe Price Institutional Mid-Cap Equity Growth Fund
 T. Rowe Price Institutional Small-Cap Stock Fund
 T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
 T. Rowe Price Institutional Core Plus Fund
 T. Rowe Price Institutional Floating Rate Fund
 T. Rowe Price Institutional High Yield Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 T. Rowe Price Institutional Africa & Middle East Fund
 T. Rowe Price Institutional Emerging Markets Bond Fund
 T. Rowe Price Institutional Emerging Markets Equity Fund
 T. Rowe Price Institutional Foreign Equity Fund
 T. Rowe Price Institutional Global Equity Fund
 T. Rowe Price Institutional Global Large-Cap Equity Fund
 T. Rowe Price Institutional International Bond Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price Africa & Middle East Fund
 T. Rowe Price Emerging Markets Bond Fund


 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price Global Bond Fund
 T. Rowe Price Global Large-Cap Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Government Reserve Investment Fund
 T. Rowe Price Reserve Investment Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.
 T. Rowe Price Retirement 2005 Fund
 T. Rowe Price Retirement 2010 Fund


 T. Rowe Price Retirement 2015 Fund
 T. Rowe Price Retirement 2020 Fund
 T. Rowe Price Retirement 2025 Fund
 T. Rowe Price Retirement 2030 Fund
 T. Rowe Price Retirement 2035 Fund
 T. Rowe Price Retirement 2040 Fund
 T. Rowe Price Retirement 2045 Fund
 T. Rowe Price Retirement 2050 Fund
 T. Rowe Price Retirement 2055 Fund
 T. Rowe Price Retirement Income Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SHORT-TERM INCOME FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Georgia Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 Maryland Tax-Free Bond Fund
 Maryland Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 Virginia Tax-Free Bond Fund

T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Income Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Money Market Fund


T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Balanced Fund
 T. Rowe Price Tax-Efficient Growth Fund
 T. Rowe Price Tax-Efficient Multi-Cap Growth Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND INDEX FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE VALUE FUND, INC.

 

 
 

/s/ David Oestreicher

By:_____________________________________

David Oestreicher, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Joseph C. Antonellis

By:_____________________________________

Joseph C. Antonellis, Vice Chairman

 
 


AMENDMENT NO. 27
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, and October 21, 2008 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 22, 2009, by adding thereto T. Rowe Price U.S. Large-Cap Core Fund, Inc., by removing T. Rowe Price Developing Technologies Fund, Inc. which merged into the T. Rowe Price Science & Technology Fund on November 17, 2008, and by removing T. Rowe Price Institutional Concentrated Large-Cap Value Fund which was liquidated on March 19, 2009.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.


T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
 T. Rowe Price Institutional Large-Cap Core Growth Fund
 T. Rowe Price Institutional Large-Cap Growth Fund
 T. Rowe Price Institutional Large-Cap Value Fund
 T. Rowe Price Institutional Mid-Cap Equity Growth Fund
 T. Rowe Price Institutional Small-Cap Stock Fund
 T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
 T. Rowe Price Institutional Core Plus Fund
 T. Rowe Price Institutional Floating Rate Fund
 T. Rowe Price Institutional High Yield Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 T. Rowe Price Institutional Africa & Middle East Fund
 T. Rowe Price Institutional Emerging Markets Bond Fund
 T. Rowe Price Institutional Emerging Markets Equity Fund
 T. Rowe Price Institutional Foreign Equity Fund
 T. Rowe Price Institutional Global Equity Fund
 T. Rowe Price Institutional Global Large-Cap Equity Fund
 T. Rowe Price Institutional International Bond Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price Africa & Middle East Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund


 T. Rowe Price European Stock Fund
 T. Rowe Price Global Bond Fund
 T. Rowe Price Global Large-Cap Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Government Reserve Investment Fund
 T. Rowe Price Reserve Investment Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.
 T. Rowe Price Retirement 2005 Fund
 T. Rowe Price Retirement 2010 Fund
 T. Rowe Price Retirement 2015 Fund
 T. Rowe Price Retirement 2020 Fund


 T. Rowe Price Retirement 2025 Fund
 T. Rowe Price Retirement 2030 Fund
 T. Rowe Price Retirement 2035 Fund
 T. Rowe Price Retirement 2040 Fund
 T. Rowe Price Retirement 2045 Fund
 T. Rowe Price Retirement 2050 Fund
 T. Rowe Price Retirement 2055 Fund
 T. Rowe Price Retirement Income Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SHORT-TERM INCOME FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Georgia Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 Maryland Tax-Free Bond Fund
 Maryland Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 Virginia Tax-Free Bond Fund

T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Income Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Money Market Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Balanced Fund
 T. Rowe Price Tax-Efficient Growth Fund
 T. Rowe Price Tax-Efficient Multi-Cap Growth Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.


T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE VALUE FUND, INC.

 
 

/s/ David Oestreicher

By:_____________________________________

David Oestreicher, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Joseph C. Antonellis

By:_____________________________________

Joseph C. Antonellis, Vice Chairman

 
 


AMENDMENT NO. 28
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, and April 22, 2009 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of October 20, 2009, by adding thereto T. Rowe Price International Funds, Inc., on behalf of T. Rowe Price Global Infrastructure Fund, by removing T. Rowe Price Tax-Efficient Balanced Fund which was merged into the T. Rowe Price Balanced Fund, Inc., on August 28, 2009; by removing T. Rowe Price Tax-Efficient Growth Fund which merged into the T. Rowe Price Tax-Efficient Multi-Cap Growth Fund on August 28, 2009, and by changing the name of the T. Rowe Price Tax-Efficient Multi-Cap Growth Fund to the T. Rowe Price Tax-Efficient Equity Fund.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio


T. ROWE PRICE FINANCIAL SERVICES FUND, INC.

T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
 T. Rowe Price Institutional Large-Cap Core Growth Fund
 T. Rowe Price Institutional Large-Cap Growth Fund
 T. Rowe Price Institutional Large-Cap Value Fund
 T. Rowe Price Institutional Mid-Cap Equity Growth Fund
 T. Rowe Price Institutional Small-Cap Stock Fund
 T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
 T. Rowe Price Institutional Core Plus Fund
 T. Rowe Price Institutional Floating Rate Fund
 T. Rowe Price Institutional High Yield Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 T. Rowe Price Institutional Africa & Middle East Fund
 T. Rowe Price Institutional Emerging Markets Bond Fund
 T. Rowe Price Institutional Emerging Markets Equity Fund
 T. Rowe Price Institutional Foreign Equity Fund
 T. Rowe Price Institutional Global Equity Fund
 T. Rowe Price Institutional Global Large-Cap Equity Fund
 T. Rowe Price Institutional International Bond Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price Africa & Middle East Fund


 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price Global Bond Fund
 T. Rowe Price Global Infrastructure Fund
 T. Rowe Price Global Large-Cap Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Government Reserve Investment Fund
 T. Rowe Price Reserve Investment Fund


T. ROWE PRICE RETIREMENT FUNDS, INC.
 T. Rowe Price Retirement 2005 Fund
 T. Rowe Price Retirement 2010 Fund
 T. Rowe Price Retirement 2015 Fund
 T. Rowe Price Retirement 2020 Fund
 T. Rowe Price Retirement 2025 Fund
 T. Rowe Price Retirement 2030 Fund
 T. Rowe Price Retirement 2035 Fund
 T. Rowe Price Retirement 2040 Fund
 T. Rowe Price Retirement 2045 Fund
 T. Rowe Price Retirement 2050 Fund
 T. Rowe Price Retirement 2055 Fund
 T. Rowe Price Retirement Income Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SHORT-TERM INCOME FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Georgia Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 Maryland Tax-Free Bond Fund
 Maryland Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 Virginia Tax-Free Bond Fund

T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund


T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Income Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Money Market Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Equity Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE VALUE FUND, INC.

 
 

/s/ David Oestreicher

By:_____________________________________

David Oestreicher, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Joseph C. Antonellis

By:_____________________________________

Joseph C. Antonellis, Vice Chairman

 
 


AMENDMENT NO. 29
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, and October 20, 2009 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of February 10, 2010, by adding thereto T. Rowe Price Real Assets Fund, Inc.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.

T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio


T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
 T. Rowe Price Institutional Large-Cap Core Growth Fund
 T. Rowe Price Institutional Large-Cap Growth Fund
 T. Rowe Price Institutional Large-Cap Value Fund
 T. Rowe Price Institutional Mid-Cap Equity Growth Fund
 T. Rowe Price Institutional Small-Cap Stock Fund
 T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
 T. Rowe Price Institutional Core Plus Fund
 T. Rowe Price Institutional Floating Rate Fund
 T. Rowe Price Institutional High Yield Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 T. Rowe Price Institutional Africa & Middle East Fund
 T. Rowe Price Institutional Emerging Markets Bond Fund
 T. Rowe Price Institutional Emerging Markets Equity Fund
 T. Rowe Price Institutional Foreign Equity Fund
 T. Rowe Price Institutional Global Equity Fund
 T. Rowe Price Institutional Global Large-Cap Equity Fund
 T. Rowe Price Institutional International Bond Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price Africa & Middle East Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price Global Bond Fund
 T. Rowe Price Global Infrastructure Fund


 T. Rowe Price Global Large-Cap Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ASSETS FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Government Reserve Investment Fund
 T. Rowe Price Reserve Investment Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.
 T. Rowe Price Retirement 2005 Fund
 T. Rowe Price Retirement 2010 Fund
 T. Rowe Price Retirement 2015 Fund
 T. Rowe Price Retirement 2020 Fund


 T. Rowe Price Retirement 2025 Fund
 T. Rowe Price Retirement 2030 Fund
 T. Rowe Price Retirement 2035 Fund
 T. Rowe Price Retirement 2040 Fund
 T. Rowe Price Retirement 2045 Fund
 T. Rowe Price Retirement 2050 Fund
 T. Rowe Price Retirement 2055 Fund
 T. Rowe Price Retirement Income Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SHORT-TERM INCOME FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Georgia Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 Maryland Tax-Free Bond Fund
 Maryland Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 Virginia Tax-Free Bond Fund

T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Income Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Money Market Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Equity Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.


T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE VALUE FUND, INC.

 

 
 

/s/ David Oestreicher

By:_____________________________________

David Oestreicher, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Joseph C. Antonellis

By:_____________________________________

Joseph C. Antonellis, Vice Chairman

 
 


AMENDMENT NO. 30
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, and February 10, 2009 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 29, 2010, by changing the name of the T. Rowe Price Institutional Foreign Equity Fund to the T. Rowe Price Institutional International Growth Equity Fund.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.


T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
 T. Rowe Price Institutional Large-Cap Core Growth Fund
 T. Rowe Price Institutional Large-Cap Growth Fund
 T. Rowe Price Institutional Large-Cap Value Fund
 T. Rowe Price Institutional Mid-Cap Equity Growth Fund
 T. Rowe Price Institutional Small-Cap Stock Fund
 T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
 T. Rowe Price Institutional Core Plus Fund
 T. Rowe Price Institutional Floating Rate Fund
 T. Rowe Price Institutional High Yield Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 T. Rowe Price Institutional Africa & Middle East Fund
 T. Rowe Price Institutional Emerging Markets Bond Fund
 T. Rowe Price Institutional Emerging Markets Equity Fund
 T. Rowe Price Institutional Global Equity Fund
 T. Rowe Price Institutional Global Large-Cap Equity Fund
 T. Rowe Price Institutional International Bond Fund

 T. Rowe Price Institutional International Growth Equity Fund


T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price Africa & Middle East Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price Global Bond Fund
 T. Rowe Price Global Infrastructure Fund
 T. Rowe Price Global Large-Cap Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ASSETS FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.


T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Government Reserve Investment Fund
 T. Rowe Price Reserve Investment Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.
 T. Rowe Price Retirement 2005 Fund
 T. Rowe Price Retirement 2010 Fund
 T. Rowe Price Retirement 2015 Fund
 T. Rowe Price Retirement 2020 Fund
 T. Rowe Price Retirement 2025 Fund
 T. Rowe Price Retirement 2030 Fund
 T. Rowe Price Retirement 2035 Fund
 T. Rowe Price Retirement 2040 Fund
 T. Rowe Price Retirement 2045 Fund
 T. Rowe Price Retirement 2050 Fund
 T. Rowe Price Retirement 2055 Fund
 T. Rowe Price Retirement Income Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SHORT-TERM INCOME FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Georgia Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 Maryland Tax-Free Bond Fund
 Maryland Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 Virginia Tax-Free Bond Fund

T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund


T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Income Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Money Market Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Equity Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE VALUE FUND, INC.

 

 
 

/s/ David Oestreicher

By:_____________________________________

David Oestreicher, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Joseph C. Antonellis

By:_____________________________________

Joseph C. Antonellis, Vice Chairman

 
 


AMENDMENT NO. 31
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, and April 29, 2010 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of July 6, 2010, by changing the name of the T. Rowe Price Short-Term Income Fund, Inc. to the T. Rowe Price Inflation Focused Bond Fund, Inc.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.


T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC.

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
 T. Rowe Price Institutional Large-Cap Core Growth Fund
 T. Rowe Price Institutional Large-Cap Growth Fund
 T. Rowe Price Institutional Large-Cap Value Fund
 T. Rowe Price Institutional Mid-Cap Equity Growth Fund
 T. Rowe Price Institutional Small-Cap Stock Fund
 T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
 T. Rowe Price Institutional Core Plus Fund
 T. Rowe Price Institutional Floating Rate Fund
 T. Rowe Price Institutional High Yield Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 T. Rowe Price Institutional Africa & Middle East Fund
 T. Rowe Price Institutional Emerging Markets Bond Fund
 T. Rowe Price Institutional Emerging Markets Equity Fund
 T. Rowe Price Institutional Global Equity Fund
 T. Rowe Price Institutional Global Large-Cap Equity Fund
 T. Rowe Price Institutional International Bond Fund
 T. Rowe Price Institutional International Growth Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price Africa & Middle East Fund


 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price Global Bond Fund
 T. Rowe Price Global Infrastructure Fund
 T. Rowe Price Global Large-Cap Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ASSETS FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Government Reserve Investment Fund
 T. Rowe Price Reserve Investment Fund


T. ROWE PRICE RETIREMENT FUNDS, INC.
 T. Rowe Price Retirement 2005 Fund
 T. Rowe Price Retirement 2010 Fund
 T. Rowe Price Retirement 2015 Fund
 T. Rowe Price Retirement 2020 Fund
 T. Rowe Price Retirement 2025 Fund
 T. Rowe Price Retirement 2030 Fund
 T. Rowe Price Retirement 2035 Fund
 T. Rowe Price Retirement 2040 Fund
 T. Rowe Price Retirement 2045 Fund
 T. Rowe Price Retirement 2050 Fund
 T. Rowe Price Retirement 2055 Fund
 T. Rowe Price Retirement Income Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Georgia Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 Maryland Tax-Free Bond Fund
 Maryland Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 Virginia Tax-Free Bond Fund

T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Income Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Money Market Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Equity Fund


T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE VALUE FUND, INC.

 

 
 

/s/ David Oestreicher

By:_____________________________________

David Oestreicher, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Joseph C. Antonellis

By:_____________________________________

Joseph C. Antonellis, Vice Chairman

 
 


AMENDMENT NO. 32
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, and July 6, 2010 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of July 21, 2010, by adding thereto T. Rowe Price Institutional International Funds, Inc., on behalf of T. Rowe Price Institutional Concentrated International Equity Fund.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.


T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC.

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
 T. Rowe Price Institutional Large-Cap Core Growth Fund
 T. Rowe Price Institutional Large-Cap Growth Fund
 T. Rowe Price Institutional Large-Cap Value Fund
 T. Rowe Price Institutional Mid-Cap Equity Growth Fund
 T. Rowe Price Institutional Small-Cap Stock Fund
 T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
 T. Rowe Price Institutional Core Plus Fund
 T. Rowe Price Institutional Floating Rate Fund
 T. Rowe Price Institutional High Yield Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 T. Rowe Price Institutional Africa & Middle East Fund
 T. Rowe Price Institutional Concentrated International
  Equity Fund
 T. Rowe Price Institutional Emerging Markets Bond Fund
 T. Rowe Price Institutional Emerging Markets Equity Fund
 T. Rowe Price Institutional Global Equity Fund
 T. Rowe Price Institutional Global Large-Cap Equity Fund
 T. Rowe Price Institutional International Bond Fund
 T. Rowe Price Institutional International Growth Equity Fund


T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price Africa & Middle East Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price Global Bond Fund
 T. Rowe Price Global Infrastructure Fund
 T. Rowe Price Global Large-Cap Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ASSETS FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.


T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Government Reserve Investment Fund
 T. Rowe Price Reserve Investment Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.
 T. Rowe Price Retirement 2005 Fund
 T. Rowe Price Retirement 2010 Fund
 T. Rowe Price Retirement 2015 Fund
 T. Rowe Price Retirement 2020 Fund
 T. Rowe Price Retirement 2025 Fund
 T. Rowe Price Retirement 2030 Fund
 T. Rowe Price Retirement 2035 Fund
 T. Rowe Price Retirement 2040 Fund
 T. Rowe Price Retirement 2045 Fund
 T. Rowe Price Retirement 2050 Fund
 T. Rowe Price Retirement 2055 Fund
 T. Rowe Price Retirement Income Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Georgia Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 Maryland Tax-Free Bond Fund
 Maryland Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 Virginia Tax-Free Bond Fund

T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund


T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Income Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Money Market Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Equity Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE VALUE FUND, INC.

 

 
 

/s/ David Oestreicher

By:_____________________________________

David Oestreicher, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Joseph C. Antonellis

By:_____________________________________

Joseph C. Antonellis, Vice Chairman

 
 


AMENDMENT NO. 33
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, July 6, 2010, and July 21, 2010 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of October 21, 2010, by adding thereto T. Rowe Price Institutional International Funds, Inc., on behalf of T. Rowe Price Institutional International Core Equity Fund.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.


T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC.

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
 T. Rowe Price Institutional Large-Cap Core Growth Fund
 T. Rowe Price Institutional Large-Cap Growth Fund
 T. Rowe Price Institutional Large-Cap Value Fund
 T. Rowe Price Institutional Mid-Cap Equity Growth Fund
 T. Rowe Price Institutional Small-Cap Stock Fund
 T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
 T. Rowe Price Institutional Core Plus Fund
 T. Rowe Price Institutional Floating Rate Fund
 T. Rowe Price Institutional High Yield Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 T. Rowe Price Institutional Africa & Middle East Fund
 T. Rowe Price Institutional Concentrated International
  Equity Fund
 T. Rowe Price Institutional Emerging Markets Bond Fund
 T. Rowe Price Institutional Emerging Markets Equity Fund
 T. Rowe Price Institutional Global Equity Fund
 T. Rowe Price Institutional Global Large-Cap Equity Fund
 T. Rowe Price Institutional International Bond Fund
 T. Rowe Price Institutional International Core Equity Fund

 T. Rowe Price Institutional International Growth Equity Fund


T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price Africa & Middle East Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price Global Bond Fund
 T. Rowe Price Global Infrastructure Fund
 T. Rowe Price Global Large-Cap Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ASSETS FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.


T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Government Reserve Investment Fund
 T. Rowe Price Reserve Investment Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.
 T. Rowe Price Retirement 2005 Fund
 T. Rowe Price Retirement 2010 Fund
 T. Rowe Price Retirement 2015 Fund
 T. Rowe Price Retirement 2020 Fund
 T. Rowe Price Retirement 2025 Fund
 T. Rowe Price Retirement 2030 Fund
 T. Rowe Price Retirement 2035 Fund
 T. Rowe Price Retirement 2040 Fund
 T. Rowe Price Retirement 2045 Fund
 T. Rowe Price Retirement 2050 Fund
 T. Rowe Price Retirement 2055 Fund
 T. Rowe Price Retirement Income Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Georgia Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 Maryland Tax-Free Bond Fund
 Maryland Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 Virginia Tax-Free Bond Fund

T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Income Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Money Market Fund


T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Equity Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE VALUE FUND, INC.

 
 

/s/ David Oestreicher

By:_____________________________________

David Oestreicher, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Michael F. Rogers

By:_____________________________________

Michael F. Rogers, Executive Vice President

 
 


AMENDMENT NO. 34
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, July 6, 2010, July 21, 2010, and October 21, 2010 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 15, 2011, by adding thereto T. Rowe Price International Funds, Inc., on behalf of T. Rowe Price Emerging Markets Local Currency Bond Fund.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.


T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC.

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
 T. Rowe Price Institutional Large-Cap Core Growth Fund
 T. Rowe Price Institutional Large-Cap Growth Fund
 T. Rowe Price Institutional Large-Cap Value Fund
 T. Rowe Price Institutional Mid-Cap Equity Growth Fund
 T. Rowe Price Institutional Small-Cap Stock Fund
 T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
 T. Rowe Price Institutional Core Plus Fund
 T. Rowe Price Institutional Floating Rate Fund
 T. Rowe Price Institutional High Yield Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 T. Rowe Price Institutional Africa & Middle East Fund
 T. Rowe Price Institutional Concentrated International
  Equity Fund
 T. Rowe Price Institutional Emerging Markets Bond Fund
 T. Rowe Price Institutional Emerging Markets Equity Fund
 T. Rowe Price Institutional Global Equity Fund
 T. Rowe Price Institutional Global Large-Cap Equity Fund
 T. Rowe Price Institutional International Bond Fund
 T. Rowe Price Institutional International Core Equity Fund

 T. Rowe Price Institutional International Growth Equity Fund


T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price Africa & Middle East Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Local Currency Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price Global Bond Fund
 T. Rowe Price Global Infrastructure Fund
 T. Rowe Price Global Large-Cap Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ASSETS FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.


T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Government Reserve Investment Fund
 T. Rowe Price Reserve Investment Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.
 T. Rowe Price Retirement 2005 Fund
 T. Rowe Price Retirement 2010 Fund
 T. Rowe Price Retirement 2015 Fund
 T. Rowe Price Retirement 2020 Fund
 T. Rowe Price Retirement 2025 Fund
 T. Rowe Price Retirement 2030 Fund
 T. Rowe Price Retirement 2035 Fund
 T. Rowe Price Retirement 2040 Fund
 T. Rowe Price Retirement 2045 Fund
 T. Rowe Price Retirement 2050 Fund
 T. Rowe Price Retirement 2055 Fund
 T. Rowe Price Retirement Income Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Georgia Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 Maryland Tax-Free Bond Fund
 Maryland Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 Virginia Tax-Free Bond Fund

T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Income Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Money Market Fund


T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Equity Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE VALUE FUND, INC.

 
 

/s/ David Oestreicher

By:_____________________________________

David Oestreicher, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Michael F. Rogers

By:_____________________________________

Michael F. Rogers, Executive Vice President

 
 


AMENDMENT NO. 35
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, July 6, 2010, July 21, 2010, October 21, 2010, and April 15, 2011 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 20, 2011, by adding thereto T. Rowe Price Floating Rate Fund, Inc.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.


T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE FLOATING RATE FUND, INC.

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC.

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
 T. Rowe Price Institutional Large-Cap Core Growth Fund
 T. Rowe Price Institutional Large-Cap Growth Fund
 T. Rowe Price Institutional Large-Cap Value Fund
 T. Rowe Price Institutional Mid-Cap Equity Growth Fund
 T. Rowe Price Institutional Small-Cap Stock Fund
 T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
 T. Rowe Price Institutional Core Plus Fund
 T. Rowe Price Institutional Floating Rate Fund
 T. Rowe Price Institutional High Yield Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 T. Rowe Price Institutional Africa & Middle East Fund
 T. Rowe Price Institutional Concentrated International
  Equity Fund
 T. Rowe Price Institutional Emerging Markets Bond Fund
 T. Rowe Price Institutional Emerging Markets Equity Fund
 T. Rowe Price Institutional Global Equity Fund
 T. Rowe Price Institutional Global Large-Cap Equity Fund
 T. Rowe Price Institutional International Bond Fund


 T. Rowe Price Institutional International Core Equity Fund
 T. Rowe Price Institutional International Growth Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price Africa & Middle East Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Local Currency Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price Global Bond Fund
 T. Rowe Price Global Infrastructure Fund
 T. Rowe Price Global Large-Cap Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ASSETS FUND, INC.


T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Government Reserve Investment Fund
 T. Rowe Price Reserve Investment Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.
 T. Rowe Price Retirement 2005 Fund
 T. Rowe Price Retirement 2010 Fund
 T. Rowe Price Retirement 2015 Fund
 T. Rowe Price Retirement 2020 Fund
 T. Rowe Price Retirement 2025 Fund
 T. Rowe Price Retirement 2030 Fund
 T. Rowe Price Retirement 2035 Fund
 T. Rowe Price Retirement 2040 Fund
 T. Rowe Price Retirement 2045 Fund
 T. Rowe Price Retirement 2050 Fund
 T. Rowe Price Retirement 2055 Fund
 T. Rowe Price Retirement Income Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Georgia Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 Maryland Tax-Free Bond Fund
 Maryland Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 Virginia Tax-Free Bond Fund

T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Income Fund


 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Money Market Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Equity Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE VALUE FUND, INC.

 

 
 

/s/ David Oestreicher

By:_____________________________________

David Oestreicher, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Michael F. Rogers

By:_____________________________________

Michael F. Rogers, Executive Vice President

 
 


AMENDMENT NO. 36
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, July 6, 2010, July 21, 2010, October 21, 2010, April 15, 2011, and April 20, 2011 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of October 17, 2011, by adding thereto T. Rowe Price Multi-Sector Account Portfolios, Inc., on behalf of T. Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio, T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio, T. Rowe Price Floating Rate Multi-Sector Account Portfolio, T. Rowe Price High Yield Multi-Sector Account Portfolio, T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio, and T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio; and by changing the name of the T. Rowe Price U.S. Bond Index Fund, Inc. to the T. Rowe Price U.S. Bond Enhanced Index Fund, Inc.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND


T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.

T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE FLOATING RATE FUND, INC.

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC.

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
 T. Rowe Price Institutional Large-Cap Core Growth Fund
 T. Rowe Price Institutional Large-Cap Growth Fund
 T. Rowe Price Institutional Large-Cap Value Fund
 T. Rowe Price Institutional Mid-Cap Equity Growth Fund
 T. Rowe Price Institutional Small-Cap Stock Fund
 T. Rowe Price Institutional U.S. Structured Research Fund


T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
 T. Rowe Price Institutional Core Plus Fund
 T. Rowe Price Institutional Floating Rate Fund
 T. Rowe Price Institutional High Yield Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 T. Rowe Price Institutional Africa & Middle East Fund
 T. Rowe Price Institutional Concentrated International
  Equity Fund
 T. Rowe Price Institutional Emerging Markets Bond Fund
 T. Rowe Price Institutional Emerging Markets Equity Fund
 T. Rowe Price Institutional Global Equity Fund
 T. Rowe Price Institutional Global Large-Cap Equity Fund
 T. Rowe Price Institutional International Bond Fund
 T. Rowe Price Institutional International Core Equity Fund
 T. Rowe Price Institutional International Growth Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price Africa & Middle East Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Local Currency Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price Global Bond Fund
 T. Rowe Price Global Infrastructure Fund
 T. Rowe Price Global Large-Cap Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.


T. ROWE PRICE MULTI-SECTOR ACCOUNT PORTFOLIOS, INC.
 T. Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio
 T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio
 T. Rowe Price Floating Rate Multi-Sector Account Portfolio
 T. Rowe Price High Yield Multi-Sector Account Portfolio
 T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio
 T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ASSETS FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Government Reserve Investment Fund
 T. Rowe Price Reserve Investment Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.
 T. Rowe Price Retirement 2005 Fund
 T. Rowe Price Retirement 2010 Fund
 T. Rowe Price Retirement 2015 Fund
 T. Rowe Price Retirement 2020 Fund
 T. Rowe Price Retirement 2025 Fund
 T. Rowe Price Retirement 2030 Fund
 T. Rowe Price Retirement 2035 Fund
 T. Rowe Price Retirement 2040 Fund
 T. Rowe Price Retirement 2045 Fund
 T. Rowe Price Retirement 2050 Fund
 T. Rowe Price Retirement 2055 Fund
 T. Rowe Price Retirement Income Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.


T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Georgia Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 Maryland Tax-Free Bond Fund
 Maryland Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 Virginia Tax-Free Bond Fund

T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Income Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Money Market Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Equity Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE VALUE FUND, INC.


 

 
 

/s/ David Oestreicher

By:_____________________________________

David Oestreicher, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Michael F. Rogers

By:_____________________________________

Michael F. Rogers, Executive Vice President

 
 


AMENDMENT NO. 37
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, July 6, 2010, July 21, 2010, October 21, 2010, April 15, 2011, April 20, 2011, and October 17, 2011 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of February 9, 2012, by adding thereto T. Rowe Price International Funds, Inc., on behalf of T. Rowe Price Emerging Markets Corporate Bond Fund.

 

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.

T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio


 

T. ROWE PRICE FLOATING RATE FUND, INC.

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC.

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
 T. Rowe Price Institutional Large-Cap Core Growth Fund
 T. Rowe Price Institutional Large-Cap Growth Fund
 T. Rowe Price Institutional Large-Cap Value Fund
 T. Rowe Price Institutional Mid-Cap Equity Growth Fund
 T. Rowe Price Institutional Small-Cap Stock Fund
 T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
 T. Rowe Price Institutional Core Plus Fund
 T. Rowe Price Institutional Floating Rate Fund
 T. Rowe Price Institutional High Yield Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 T. Rowe Price Institutional Africa & Middle East Fund
 T. Rowe Price Institutional Concentrated International Equity Fund
 T. Rowe Price Institutional Emerging Markets Bond Fund
 T. Rowe Price Institutional Emerging Markets Equity Fund
 T. Rowe Price Institutional Global Equity Fund
 T. Rowe Price Institutional Global Large-Cap Equity Fund
 T. Rowe Price Institutional International Bond Fund
 T. Rowe Price Institutional International Core Equity Fund
 T. Rowe Price Institutional International Growth Equity Fund


 

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price Africa & Middle East Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Corporate Bond Fund
 T. Rowe Price Emerging Markets Local Currency Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price Global Bond Fund
 T. Rowe Price Global Infrastructure Fund
 T. Rowe Price Global Large-Cap Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE MULTI-SECTOR ACCOUNT PORTFOLIOS, INC.
 T. Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio
 T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio
 T. Rowe Price Floating Rate Multi-Sector Account Portfolio
 T. Rowe Price High Yield Multi-Sector Account Portfolio
 T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio
 T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund


 

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ASSETS FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Government Reserve Investment Fund
 T. Rowe Price Reserve Investment Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.
 T. Rowe Price Retirement 2005 Fund
 T. Rowe Price Retirement 2010 Fund
 T. Rowe Price Retirement 2015 Fund
 T. Rowe Price Retirement 2020 Fund
 T. Rowe Price Retirement 2025 Fund
 T. Rowe Price Retirement 2030 Fund
 T. Rowe Price Retirement 2035 Fund
 T. Rowe Price Retirement 2040 Fund
 T. Rowe Price Retirement 2045 Fund
 T. Rowe Price Retirement 2050 Fund
 T. Rowe Price Retirement 2055 Fund
 T. Rowe Price Retirement Income Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
  Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Georgia Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 Maryland Tax-Free Bond Fund
 Maryland Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 Virginia Tax-Free Bond Fund

T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund


 

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Income Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Money Market Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Equity Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE VALUE FUND, INC.

 

 

/s/ David Oestreicher

By:_____________________________________

David Oestreicher, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Michael F. Rogers

By:_____________________________________

Michael F. Rogers, Executive Vice President


AMENDMENT NO. 38
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, July 6, 2010, July 21, 2010, October 21, 2010, April 15, 2011, April 20, 2011, October 17, 2011, and February 9, 2012 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 24, 2012, by adding thereto T. Rowe Price Institutional International Funds, Inc., on behalf of T. Rowe Price Institutional Global Value Equity Fund and by removing T. Rowe Price Global Bond Fund which merged into the T. Rowe Price International Bond Fund on October 31, 2000.

 

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.


 

T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE FLOATING RATE FUND, INC.

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC.

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
 T. Rowe Price Institutional Large-Cap Core Growth Fund
 T. Rowe Price Institutional Large-Cap Growth Fund
 T. Rowe Price Institutional Large-Cap Value Fund
 T. Rowe Price Institutional Mid-Cap Equity Growth Fund
 T. Rowe Price Institutional Small-Cap Stock Fund
 T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
 T. Rowe Price Institutional Core Plus Fund
 T. Rowe Price Institutional Floating Rate Fund
 T. Rowe Price Institutional High Yield Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 T. Rowe Price Institutional Africa & Middle East Fund
 T. Rowe Price Institutional Concentrated International Equity Fund
 T. Rowe Price Institutional Emerging Markets Bond Fund
 T. Rowe Price Institutional Emerging Markets Equity Fund
 T. Rowe Price Institutional Global Equity Fund
 T. Rowe Price Institutional Global Large-Cap Equity Fund
 T. Rowe Price Institutional Global Value Equity Fund
 T. Rowe Price Institutional International Bond Fund
 T. Rowe Price Institutional International Core Equity Fund
 T. Rowe Price Institutional International Growth Equity Fund


 

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price Africa & Middle East Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Corporate Bond Fund
 T. Rowe Price Emerging Markets Local Currency Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price Global Infrastructure Fund
 T. Rowe Price Global Large-Cap Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE MULTI-SECTOR ACCOUNT PORTFOLIOS, INC.
 T. Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio
 T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio
 T. Rowe Price Floating Rate Multi-Sector Account Portfolio
 T. Rowe Price High Yield Multi-Sector Account Portfolio
 T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio
 T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund


 

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ASSETS FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Government Reserve Investment Fund
 T. Rowe Price Reserve Investment Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.
 T. Rowe Price Retirement 2005 Fund
 T. Rowe Price Retirement 2010 Fund
 T. Rowe Price Retirement 2015 Fund
 T. Rowe Price Retirement 2020 Fund
 T. Rowe Price Retirement 2025 Fund
 T. Rowe Price Retirement 2030 Fund
 T. Rowe Price Retirement 2035 Fund
 T. Rowe Price Retirement 2040 Fund
 T. Rowe Price Retirement 2045 Fund
 T. Rowe Price Retirement 2050 Fund
 T. Rowe Price Retirement 2055 Fund
 T. Rowe Price Retirement Income Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
  Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Georgia Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 Maryland Tax-Free Bond Fund
 Maryland Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 Virginia Tax-Free Bond Fund

T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund


 

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Income Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Money Market Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Equity Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE VALUE FUND, INC.

 

 
 

/s/ David Oestreicher

By:_____________________________________

David Oestreicher, Vice President

 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/ Michael F. Rogers

By:_____________________________________

Michael F. Rogers, Executive Vice President

 


AMENDMENT NO. 39
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, July 6, 2010, July 21, 2010, October 21, 2010, April 15, 2011, April 20, 2011, October 17, 2011, February 9, 2012, and April 24, 2012 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of September 9, 2012, by adding thereto T. Rowe Price Short-Term Bond Fund, Inc. on behalf of T. Rowe Price Ultra Short-Term Bond Fund and T. Rowe Price Tax-Free Short-Intermediate Fund, Inc. on behalf of T. Rowe Price Tax-Free Ultra Short-Term Bond Fund.

 

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.


 

T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE FLOATING RATE FUND, INC.

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC.

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
 T. Rowe Price Institutional Large-Cap Core Growth Fund
 T. Rowe Price Institutional Large-Cap Growth Fund
 T. Rowe Price Institutional Large-Cap Value Fund
 T. Rowe Price Institutional Mid-Cap Equity Growth Fund
 T. Rowe Price Institutional Small-Cap Stock Fund
 T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
 T. Rowe Price Institutional Core Plus Fund
 T. Rowe Price Institutional Floating Rate Fund
 T. Rowe Price Institutional High Yield Fund


 

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 T. Rowe Price Institutional Africa & Middle East Fund
 T. Rowe Price Institutional Concentrated International Equity Fund
 T. Rowe Price Institutional Emerging Markets Bond Fund
 T. Rowe Price Institutional Emerging Markets Equity Fund
 T. Rowe Price Institutional Global Equity Fund
 T. Rowe Price Institutional Global Large-Cap Equity Fund
 T. Rowe Price Institutional Global Value Equity Fund
 T. Rowe Price Institutional International Bond Fund
 T. Rowe Price Institutional International Core Equity Fund
 T. Rowe Price Institutional International Growth Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price Africa & Middle East Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Corporate Bond Fund
 T. Rowe Price Emerging Markets Local Currency Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price Global Infrastructure Fund
 T. Rowe Price Global Large-Cap Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE MULTI-SECTOR ACCOUNT PORTFOLIOS, INC.
 T. Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio
 T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio
 T. Rowe Price Floating Rate Multi-Sector Account Portfolio
 T. Rowe Price High Yield Multi-Sector Account Portfolio
 T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio
 T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio

T. ROWE PRICE NEW AMERICA GROWTH FUND


 

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ASSETS FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Government Reserve Investment Fund
 T. Rowe Price Reserve Investment Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.
 T. Rowe Price Retirement 2005 Fund
 T. Rowe Price Retirement 2010 Fund
 T. Rowe Price Retirement 2015 Fund
 T. Rowe Price Retirement 2020 Fund
 T. Rowe Price Retirement 2025 Fund
 T. Rowe Price Retirement 2030 Fund
 T. Rowe Price Retirement 2035 Fund
 T. Rowe Price Retirement 2040 Fund
 T. Rowe Price Retirement 2045 Fund
 T. Rowe Price Retirement 2050 Fund
 T. Rowe Price Retirement 2055 Fund
 T. Rowe Price Retirement Income Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.
 T. Rowe Price Ultra Short-Term Bond Fund

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund


 

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Georgia Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 Maryland Tax-Free Bond Fund
 Maryland Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 Virginia Tax-Free Bond Fund

T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Income Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Money Market Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Equity Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
 T. Rowe Price Tax-Free Ultra Short-Term Bond Fund

T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE VALUE FUND, INC.

 

 
 

/s/David Oestreicher

By:_____________________________________

David Oestreicher, Vice President

 


 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/Michael F. Rogers

By:_____________________________________

Michael F. Rogers, Executive Vice President

 


AMENDMENT NO. 40
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, July 6, 2010, July 21, 2010, October 21, 2010, April 15, 2011, April 20, 2011, October 17, 2011, February 9, 2012, April 24, 2012, and September 9, 2012 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of November 7, 2012, by adding thereto T. Rowe Price Reserve Investment Funds, Inc. on behalf of the T. Rowe Price Short-Term Reserve Fund.

 

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.


 

T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE FLOATING RATE FUND, INC.

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC.

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
 T. Rowe Price Institutional Large-Cap Core Growth Fund
 T. Rowe Price Institutional Large-Cap Growth Fund
 T. Rowe Price Institutional Large-Cap Value Fund
 T. Rowe Price Institutional Mid-Cap Equity Growth Fund
 T. Rowe Price Institutional Small-Cap Stock Fund
 T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
 T. Rowe Price Institutional Core Plus Fund
 T. Rowe Price Institutional Floating Rate Fund
 T. Rowe Price Institutional High Yield Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 T. Rowe Price Institutional Africa & Middle East Fund
 T. Rowe Price Institutional Concentrated International Equity Fund
 T. Rowe Price Institutional Emerging Markets Bond Fund
 T. Rowe Price Institutional Emerging Markets Equity Fund
 T. Rowe Price Institutional Global Equity Fund
 T. Rowe Price Institutional Global Large-Cap Equity Fund
 T. Rowe Price Institutional Global Value Equity Fund
 T. Rowe Price Institutional International Bond Fund
 T. Rowe Price Institutional International Core Equity Fund
 T. Rowe Price Institutional International Growth Equity Fund


 

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price Africa & Middle East Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Corporate Bond Fund
 T. Rowe Price Emerging Markets Local Currency Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price Global Infrastructure Fund
 T. Rowe Price Global Large-Cap Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE MULTI-SECTOR ACCOUNT PORTFOLIOS, INC.
 T. Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio
 T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio
 T. Rowe Price Floating Rate Multi-Sector Account Portfolio
 T. Rowe Price High Yield Multi-Sector Account Portfolio
 T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio
 T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund


 

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ASSETS FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Government Reserve Investment Fund
 T. Rowe Price Reserve Investment Fund
 T. Rowe Price Short-Term Reserve Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.
 T. Rowe Price Retirement 2005 Fund
 T. Rowe Price Retirement 2010 Fund
 T. Rowe Price Retirement 2015 Fund
 T. Rowe Price Retirement 2020 Fund
 T. Rowe Price Retirement 2025 Fund
 T. Rowe Price Retirement 2030 Fund
 T. Rowe Price Retirement 2035 Fund
 T. Rowe Price Retirement 2040 Fund
 T. Rowe Price Retirement 2045 Fund
 T. Rowe Price Retirement 2050 Fund
 T. Rowe Price Retirement 2055 Fund
 T. Rowe Price Retirement Income Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.
 T. Rowe Price Ultra Short-Term Bond Fund

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Georgia Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 Maryland Tax-Free Bond Fund
 Maryland Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 Virginia Tax-Free Bond Fund

T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund


 

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Income Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Money Market Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Equity Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
 T. Rowe Price Tax-Free Ultra Short-Term Bond Fund

T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE VALUE FUND, INC.

 

 
 

/s/David Oestreicher

By:_____________________________________

David Oestreicher, Vice President

 
 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/Michael F. Rogers

By:_____________________________________

Michael F. Rogers, Executive Vice President

 


AMENDMENT NO. 41
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, July 6, 2010, July 21, 2010, October 21, 2010, April 15, 2011, April 20, 2011, October 17, 2011, February 9, 2012, April 24, 2012, September 9, 2012, and November 7, 2012 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of March 14, 2013, by adding thereto T. Rowe Price Reserve Investment Funds, Inc. on behalf of the T. Rowe Price Short-Term Government Reserve Fund.

 

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.


 

T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE FLOATING RATE FUND, INC.

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC.

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
 T. Rowe Price Institutional Large-Cap Core Growth Fund
 T. Rowe Price Institutional Large-Cap Growth Fund
 T. Rowe Price Institutional Large-Cap Value Fund
 T. Rowe Price Institutional Mid-Cap Equity Growth Fund
 T. Rowe Price Institutional Small-Cap Stock Fund
 T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
 T. Rowe Price Institutional Core Plus Fund
 T. Rowe Price Institutional Floating Rate Fund
 T. Rowe Price Institutional High Yield Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 T. Rowe Price Institutional Africa & Middle East Fund
 T. Rowe Price Institutional Concentrated International Equity Fund
 T. Rowe Price Institutional Emerging Markets Bond Fund
 T. Rowe Price Institutional Emerging Markets Equity Fund
 T. Rowe Price Institutional Global Equity Fund
 T. Rowe Price Institutional Global Large-Cap Equity Fund
 T. Rowe Price Institutional Global Value Equity Fund
 T. Rowe Price Institutional International Bond Fund
 T. Rowe Price Institutional International Core Equity Fund
 T. Rowe Price Institutional International Growth Equity Fund


 

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price Africa & Middle East Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Corporate Bond Fund
 T. Rowe Price Emerging Markets Local Currency Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price Global Infrastructure Fund
 T. Rowe Price Global Large-Cap Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE MULTI-SECTOR ACCOUNT PORTFOLIOS, INC.
 T. Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio
 T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio
 T. Rowe Price Floating Rate Multi-Sector Account Portfolio
 T. Rowe Price High Yield Multi-Sector Account Portfolio
 T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio
 T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund


 

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ASSETS FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Government Reserve Investment Fund
 T. Rowe Price Reserve Investment Fund
 T. Rowe Price Short-Term Government Reserve Fund
 T. Rowe Price Short-Term Reserve Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.
 T. Rowe Price Retirement 2005 Fund
 T. Rowe Price Retirement 2010 Fund
 T. Rowe Price Retirement 2015 Fund
 T. Rowe Price Retirement 2020 Fund
 T. Rowe Price Retirement 2025 Fund
 T. Rowe Price Retirement 2030 Fund
 T. Rowe Price Retirement 2035 Fund
 T. Rowe Price Retirement 2040 Fund
 T. Rowe Price Retirement 2045 Fund
 T. Rowe Price Retirement 2050 Fund
 T. Rowe Price Retirement 2055 Fund
 T. Rowe Price Retirement Income Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.
 T. Rowe Price Ultra Short-Term Bond Fund

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Georgia Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 Maryland Tax-Free Bond Fund
 Maryland Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 Virginia Tax-Free Bond Fund

T. ROWE PRICE STRATEGIC INCOME FUND, INC.


 

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Income Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Money Market Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Equity Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
 T. Rowe Price Tax-Free Ultra Short-Term Bond Fund

T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE VALUE FUND, INC.

 

 
 

/s/David Oestreicher

By:_____________________________________

David Oestreicher, Vice President

 
 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/Michael F. Rogers

By:_____________________________________

Michael F. Rogers, Executive Vice President

 


AMENDMENT NO. 42
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, July 6, 2010, July 21, 2010, October 21, 2010, April 15, 2011, April 20, 2011, October 17, 2011, February 9, 2012, April 24, 2012, September 9, 2012, November 7, 2012, and March 14, 2013 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 4, 2013, by adding thereto T. Rowe Price Global Allocation Fund, Inc.

 

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.


 

T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE FLOATING RATE FUND, INC.

T. ROWE PRICE GLOBAL ALLOCATION FUND, INC.

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC.

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
 T. Rowe Price Institutional Large-Cap Core Growth Fund
 T. Rowe Price Institutional Large-Cap Growth Fund
 T. Rowe Price Institutional Large-Cap Value Fund
 T. Rowe Price Institutional Mid-Cap Equity Growth Fund
 T. Rowe Price Institutional Small-Cap Stock Fund
 T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
 T. Rowe Price Institutional Core Plus Fund
 T. Rowe Price Institutional Floating Rate Fund
 T. Rowe Price Institutional High Yield Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 T. Rowe Price Institutional Africa & Middle East Fund
 T. Rowe Price Institutional Concentrated International Equity Fund
 T. Rowe Price Institutional Emerging Markets Bond Fund
 T. Rowe Price Institutional Emerging Markets Equity Fund
 T. Rowe Price Institutional Global Equity Fund
 T. Rowe Price Institutional Global Large-Cap Equity Fund
 T. Rowe Price Institutional Global Value Equity Fund
 T. Rowe Price Institutional International Bond Fund
 T. Rowe Price Institutional International Core Equity Fund
 T. Rowe Price Institutional International Growth Equity Fund


 

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price Africa & Middle East Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Corporate Bond Fund
 T. Rowe Price Emerging Markets Local Currency Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price Global Infrastructure Fund
 T. Rowe Price Global Large-Cap Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE MULTI-SECTOR ACCOUNT PORTFOLIOS, INC.
 T. Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio
 T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio
 T. Rowe Price Floating Rate Multi-Sector Account Portfolio
 T. Rowe Price High Yield Multi-Sector Account Portfolio
 T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio
 T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund


 

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ASSETS FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Government Reserve Investment Fund
 T. Rowe Price Reserve Investment Fund
 T. Rowe Price Short-Term Government Reserve Fund
 T. Rowe Price Short-Term Reserve Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.
 T. Rowe Price Retirement 2005 Fund
 T. Rowe Price Retirement 2010 Fund
 T. Rowe Price Retirement 2015 Fund
 T. Rowe Price Retirement 2020 Fund
 T. Rowe Price Retirement 2025 Fund
 T. Rowe Price Retirement 2030 Fund
 T. Rowe Price Retirement 2035 Fund
 T. Rowe Price Retirement 2040 Fund
 T. Rowe Price Retirement 2045 Fund
 T. Rowe Price Retirement 2050 Fund
 T. Rowe Price Retirement 2055 Fund
 T. Rowe Price Retirement Income Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.
 T. Rowe Price Ultra Short-Term Bond Fund

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Georgia Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 Maryland Tax-Free Bond Fund
 Maryland Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 Virginia Tax-Free Bond Fund

T. ROWE PRICE STRATEGIC INCOME FUND, INC.


 

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Income Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Money Market Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Equity Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
 T. Rowe Price Tax-Free Ultra Short-Term Bond Fund

T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE VALUE FUND, INC.

 
 

/s/David Oestreicher

By:_____________________________________

David Oestreicher, Vice President

 
 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/Michael F. Rogers

By:_____________________________________

Michael F. Rogers, Executive Vice President

 


AMENDMENT NO. 43
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, July 6, 2010, July 21, 2010, October 21, 2010, April 15, 2011, April 20, 2011, October 17, 2011, February 9, 2012, April 24, 2012, September 9, 2012, November 7, 2012, March 14, 2013, and April 4, 2013 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 22, 2013, by adding thereto T. Rowe Price Institutional Income Funds, Inc. on behalf of the T. Rowe Price Institutional Long Duration Credit Fund.

 

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.


 

T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE FLOATING RATE FUND, INC.

T. ROWE PRICE GLOBAL ALLOCATION FUND, INC.

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC.

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
 T. Rowe Price Institutional Large-Cap Core Growth Fund
 T. Rowe Price Institutional Large-Cap Growth Fund
 T. Rowe Price Institutional Large-Cap Value Fund
 T. Rowe Price Institutional Mid-Cap Equity Growth Fund
 T. Rowe Price Institutional Small-Cap Stock Fund
 T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
 T. Rowe Price Institutional Core Plus Fund
 T. Rowe Price Institutional Floating Rate Fund
 T. Rowe Price Institutional High Yield Fund
 T. Rowe Price Institutional Long Duration Credit Fund


 

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 T. Rowe Price Institutional Africa & Middle East Fund
 T. Rowe Price Institutional Concentrated International Equity Fund
 T. Rowe Price Institutional Emerging Markets Bond Fund
 T. Rowe Price Institutional Emerging Markets Equity Fund
 T. Rowe Price Institutional Global Equity Fund
 T. Rowe Price Institutional Global Large-Cap Equity Fund
 T. Rowe Price Institutional Global Value Equity Fund
 T. Rowe Price Institutional International Bond Fund
 T. Rowe Price Institutional International Core Equity Fund
 T. Rowe Price Institutional International Growth Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price Africa & Middle East Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Corporate Bond Fund
 T. Rowe Price Emerging Markets Local Currency Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price Global Infrastructure Fund
 T. Rowe Price Global Large-Cap Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE MULTI-SECTOR ACCOUNT PORTFOLIOS, INC.
 T. Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio
 T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio
 T. Rowe Price Floating Rate Multi-Sector Account Portfolio
 T. Rowe Price High Yield Multi-Sector Account Portfolio
 T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio
 T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio

T. ROWE PRICE NEW AMERICA GROWTH FUND


 

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ASSETS FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Government Reserve Investment Fund
 T. Rowe Price Reserve Investment Fund
 T. Rowe Price Short-Term Government Reserve Fund
 T. Rowe Price Short-Term Reserve Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.
 T. Rowe Price Retirement 2005 Fund
 T. Rowe Price Retirement 2010 Fund
 T. Rowe Price Retirement 2015 Fund
 T. Rowe Price Retirement 2020 Fund
 T. Rowe Price Retirement 2025 Fund
 T. Rowe Price Retirement 2030 Fund
 T. Rowe Price Retirement 2035 Fund
 T. Rowe Price Retirement 2040 Fund
 T. Rowe Price Retirement 2045 Fund
 T. Rowe Price Retirement 2050 Fund
 T. Rowe Price Retirement 2055 Fund
 T. Rowe Price Retirement Income Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.
 T. Rowe Price Ultra Short-Term Bond Fund

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund


 

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Georgia Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 Maryland Tax-Free Bond Fund
 Maryland Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 Virginia Tax-Free Bond Fund

T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Income Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Money Market Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Equity Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
 T. Rowe Price Tax-Free Ultra Short-Term Bond Fund

T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE VALUE FUND, INC.

 
 

/s/David Oestreicher

By:_____________________________________

David Oestreicher, Vice President

 


 
 

STATE STREET BANK AND TRUST COMPANY

 

Michael F. Rogers

By:_____________________________________

Michael F. Rogers, Executive Vice President

 


AMENDMENT NO. 44
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, July 6, 2010, July 21, 2010, October 21, 2010, April 15, 2011, April 20, 2011, October 17, 2011, February 9, 2012, April 24, 2012, September 9, 2012, November 7, 2012, March 14, 2013, April 4, 2013, and April 22, 2013 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of July 1, 2013, by changing the name of the T. Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio to the T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio, on behalf of the T. Rowe Price Multi-Sector Account Portfolios, Inc.; and by adding thereto T. Rowe Price Retirement Funds, Inc. on behalf of the T. Rowe Price Target Retirement 2005 Fund, T. Rowe Price Target Retirement 2010 Fund, T. Rowe Price Target Retirement 2015 Fund, T. Rowe Price Target Retirement 2020 Fund, T. Rowe Price Target Retirement 2025 Fund, T. Rowe Price Target Retirement 2030 Fund, T. Rowe Price Target Retirement 2035 Fund, T. Rowe Price Target Retirement 2040 Fund, T. Rowe Price Target Retirement 2045 Fund, T. Rowe Price Target Retirement 2050 Fund, and T. Rowe Price Target Retirement 2055 Fund.

 

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
 California Tax-Free Bond Fund
 California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND


 

T. ROWE PRICE EQUITY SERIES, INC.
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Equity Index 500 Portfolio
 T. Rowe Price Health Sciences Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.

T. ROWE PRICE FIXED INCOME SERIES, INC.
 T. Rowe Price Limited-Term Bond Portfolio
 T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE FLOATING RATE FUND, INC.

T. ROWE PRICE GLOBAL ALLOCATION FUND, INC.

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
 T. Rowe Price Equity Index 500 Fund
 T. Rowe Price Extended Equity Market Index Fund
 T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC.

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
 T. Rowe Price Institutional Large-Cap Core Growth Fund
 T. Rowe Price Institutional Large-Cap Growth Fund
 T. Rowe Price Institutional Large-Cap Value Fund
 T. Rowe Price Institutional Mid-Cap Equity Growth Fund
 T. Rowe Price Institutional Small-Cap Stock Fund
 T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
 T. Rowe Price Institutional Core Plus Fund
 T. Rowe Price Institutional Floating Rate Fund
 T. Rowe Price Institutional High Yield Fund
 T. Rowe Price Institutional Long Duration Credit Fund


 

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
 T. Rowe Price Institutional Africa & Middle East Fund
 T. Rowe Price Institutional Concentrated International Equity Fund
 T. Rowe Price Institutional Emerging Markets Bond Fund
 T. Rowe Price Institutional Emerging Markets Equity Fund
 T. Rowe Price Institutional Global Equity Fund
 T. Rowe Price Institutional Global Large-Cap Equity Fund
 T. Rowe Price Institutional Global Value Equity Fund
 T. Rowe Price Institutional International Bond Fund
 T. Rowe Price Institutional International Core Equity Fund
 T. Rowe Price Institutional International Growth Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
 T. Rowe Price Africa & Middle East Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price Emerging Markets Corporate Bond Fund
 T. Rowe Price Emerging Markets Local Currency Bond Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price Global Infrastructure Fund
 T. Rowe Price Global Large-Cap Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
 T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
 T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE MULTI-SECTOR ACCOUNT PORTFOLIOS, INC.
 T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio
 T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio
 T. Rowe Price Floating Rate Multi-Sector Account Portfolio
 T. Rowe Price High Yield Multi-Sector Account Portfolio
 T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio
 T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio

T. ROWE PRICE NEW AMERICA GROWTH FUND


 

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ASSETS FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
 T. Rowe Price Government Reserve Investment Fund
 T. Rowe Price Reserve Investment Fund
 T. Rowe Price Short-Term Government Reserve Fund
 T. Rowe Price Short-Term Reserve Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.
 T. Rowe Price Retirement 2005 Fund
 T. Rowe Price Retirement 2010 Fund
 T. Rowe Price Retirement 2015 Fund
 T. Rowe Price Retirement 2020 Fund
 T. Rowe Price Retirement 2025 Fund
 T. Rowe Price Retirement 2030 Fund
 T. Rowe Price Retirement 2035 Fund
 T. Rowe Price Retirement 2040 Fund
 T. Rowe Price Retirement 2045 Fund
 T. Rowe Price Retirement 2050 Fund
 T. Rowe Price Retirement 2055 Fund
 T. Rowe Price Retirement Income Fund
 T. Rowe Price Target Retirement 2005 Fund
 T. Rowe Price Target Retirement 2010 Fund
 T. Rowe Price Target Retirement 2015 Fund
 T. Rowe Price Target Retirement 2020 Fund
 T. Rowe Price Target Retirement 2025 Fund
 T. Rowe Price Target Retirement 2030 Fund
 T. Rowe Price Target Retirement 2035 Fund
 T. Rowe Price Target Retirement 2040 Fund
 T. Rowe Price Target Retirement 2045 Fund
 T. Rowe Price Target Retirement 2050 Fund
 T. Rowe Price Target Retirement 2055 Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.
 T. Rowe Price Ultra Short-Term Bond Fund

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.


 

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
 Spectrum Growth Fund
 Spectrum Income Fund
 Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
 Georgia Tax-Free Bond Fund
 Maryland Short-Term Tax-Free Bond Fund
 Maryland Tax-Free Bond Fund
 Maryland Tax-Free Money Fund
 New Jersey Tax-Free Bond Fund
 New York Tax-Free Bond Fund
 New York Tax-Free Money Fund
 Virginia Tax-Free Bond Fund

T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. ROWE PRICE SUMMIT FUNDS, INC.
 T. Rowe Price Summit Cash Reserves Fund
 T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
 T. Rowe Price Summit Municipal Income Fund
 T. Rowe Price Summit Municipal Intermediate Fund
 T. Rowe Price Summit Municipal Money Market Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
 T. Rowe Price Tax-Efficient Equity Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
 T. Rowe Price Tax-Free Ultra Short-Term Bond Fund

T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.


 

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
 U.S. Treasury Intermediate Fund
 U.S. Treasury Long-Term Fund
 U.S. Treasury Money Fund

T. ROWE PRICE VALUE FUND, INC.

 
 

/s/David Oestreicher

By:_____________________________________

David Oestreicher, Vice President

 
 
 

STATE STREET BANK AND TRUST COMPANY

 

/s/Michael F. Rogers

By:_____________________________________

Michael F. Rogers, Executive Vice President

 


EX-99.G CUST AGREEMT 4 globalcustodyagreemen-201210.htm Untitled Document

GLOBAL CUSTODY AGREEMENT

 This AGREEMENT is effective January 3, 1994, and is between THE CHASE MANHATTAN BANK, N.A. (the “Bank”) and EACH OF THE ENTITIES LISTED ON SCHEDULE A HERETO, Individually and Separately (each individually, the “Customer”).

1. Customer Accounts.

 The Bank agrees to establish and maintain the following accounts (“Accounts”):

(a) A custody account in the name of the Customer (“Custody Account”) for any and all stocks, shares, bonds, debentures, notes, mortgages or other obligations for the payment of money, bullion, coin and any certificates, receipts, warrants or other instruments representing rights to receive, purchase or subscribe for the same or evidencing or representing any other rights or interests therein and other similar property whether certificated or uncertificated as may be received by the Bank or its Subcustodian (as defined in Section 3) for the account of the Customer (“Securities”); and

(b) A deposit account in the name of the Customer (“Deposit Account”) for any and all cash in any currency received by the Bank or its Subcustodian for the account of the Customer, which cash shall not be subject to withdrawal by draft or check.

 The Customer warrants its authority to: 1) deposit the cash and Securities (“Assets”) received in the Accounts and 2) give Instructions (as defined in Section 11) concerning the Accounts. The Bank may deliver securities of the same class in place of those deposited in the Custody Account.

 Upon written agreement between the Bank and the Customer, additional Accounts may be established and separately accounted for as additional Accounts under the terms of this Agreement.

2. Maintenance of Securities and Cash at Bank and Subcustodian Locations.

 Unless Instructions specifically require another location acceptable to the Bank:

(a) Securities will be held in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for payment or where such Securities are acquired; and

(b) Cash will be credited to an account in a country or other jurisdiction in which such cash may be legally deposited or is the legal currency for the payment of public or private debts.

 Cash may be held pursuant to Instructions in either interest or non-interest bearing accounts as may be available for the particular currency. To the extent Instructions are issued and the Bank can comply with such Instructions, the Bank is authorized to maintain cash balances on deposit for the Customer with itself or one of its affiliates at such reasonable rates of interest as may from time to time be paid on such accounts, or in non-interest bearing accounts as the Customer may direct, if acceptable to the Bank.

 If the Customer wishes to have any of its Assets held in the custody of an institution other than the established Subcustodians as defined in Section 3 (or their securities depositories), such arrangement must be authorized by a written agreement, signed by the Bank and the Customer.

3. Subcustodians and Securities Depositories.

 The Bank may act under this Agreement through the subcustodians listed in Schedule B of this Agreement with which the Bank has entered into subcustodial agreements (“Subcustodians”). The Customer authorizes the Bank to hold Assets in the Accounts in accounts which the Bank has established with one or more of its branches or Subcustodians. The Bank and Subcustodians are authorized to hold any of the Securities in their account with any securities depository in which they participate.

 The Bank reserves the right to add new, replace or remove Subcustodians. The Customer will be given reasonable notice by the Bank of any amendment to Schedule B. Upon request by the Customer, the Bank


will identify the name, address and principal place of business of any Subcustodian of the Customer's Assets and the name and address of the governmental agency or other regulatory authority that supervises or regulates such Subcustodian.

4. Use of Subcustodian.

(a) The Bank will identify such Assets on its books as belonging to the Customer.

(b) A Subcustodian will hold such Assets together with assets belonging to other customers of the Bank in accounts identified on such Subcustodian's books as special custody accounts for the exclusive benefit of customers of the Bank.

(c) Any Assets in the Accounts held by a Subcustodian will be subject only to the instructions of the Bank or its agent. Any Securities held in a securities depository for the account of a Subcustodian will be subject only to the instructions of such Subcustodian.

(d) Any agreement the Bank enters into with a Subcustodian for holding its customer’s assets shall provide that such assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors except for a claim for payment for safe custody or administration, and that the beneficial ownership of such assets will be freely transferable without the payment of money or value other than for safe custody or administration. The foregoing shall not apply to the extent of any special agreement or arrangement made by the Customer with any particular Subcustodian.

5. Deposit Account Transactions.

(a) The Bank or its Subcustodians will make payments from the Deposit Account upon receipt of Instructions which include all information required by the Bank.

(b) In the event that any payment to be made under this Section 5 exceeds the funds available in the Deposit Account, the Bank, in its discretion, may advance the Customer such excess amount which shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Bank on similar loans.

(c) If the Bank credits the Deposit Account on a payable date, or at any time prior to actual collection and reconciliation to the Deposit Account, with interest, dividends, redemptions or any other amount due, the Customer will promptly return any such amount upon oral or written notification: (i) that such amount has not been received in the ordinary course of business or (ii) that such amount was incorrectly credited. If the Customer does not promptly return any amount upon such notification, the Bank shall be entitled, upon oral or written notification to the Customer, to reverse such credit by debiting the Deposit Account for the amount previously credited. The Bank or its Subcustodian shall have no duty or obligation to institute legal proceedings, file a claim or a proof of claim in any insolvency proceeding or take any other action with respect to the collection of such amount, but may act for the Customer upon Instructions after consultation with the Customer.

6. Custody Account Transactions.

(a) Securities will be transferred, exchanged or delivered by the Bank or its Subcustodian upon receipt by the Bank of Instructions which include all information required by the Bank. Settlement and payment for Securities received for, and delivery of Securities out of, the Custody Account may be made in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivery of Securities to a purchaser, dealer or their agents against a receipt with the expectation of receiving later payment and free delivery. Delivery of Securities out of the Custody Account may also be made in any manner specifically required by Instructions acceptable to the Bank.

(b) The Bank, in its discretion, may credit or debit the Accounts on a contractual settlement date with cash or Securities with respect to any sale, exchange or purchase of Securities. Otherwise, such


transactions will be credited or debited to the Accounts on the date cash or Securities are actually received by the Bank and reconciled to the Account.

(i) The Bank may reverse credits or debits made to the Accounts in its discretion if the related transaction fails to settle within a reasonable period, determined by the Bank in its discretion, after the contractual settlement date for the related transaction.

(ii) If any Securities delivered pursuant to this Section 6 are returned by the recipient thereof, the Bank may reverse the credits and debits of the particular transaction at any time.

7. Actions of the Bank.

 The Bank shall follow Instructions received regarding assets held in the Accounts. However, until it receives Instructions to the contrary, the Bank will:

(a) Present for payment any Securities which are called, redeemed or retired or otherwise become payable and all coupons and other income items which call for payment upon presentation, to the extent that the Bank or Subcustodian is actually aware of such opportunities.

(b) Execute in the name of the Customer such ownership and other certificates as may be required to obtain payments in respect of Securities.

(c) Exchange interim receipts or temporary Securities for definitive Securities.

(d) Appoint brokers and agents for any transaction involving the Securities, including, without limitation, affiliates of the Bank or any Subcustodian.

(e) Issue statements to the Customer, at times mutually agreed upon, identifying the Assets in the Accounts.

 The Bank will send the Customer an advice or notification of any transfers of Assets to or from the Accounts. Such statements, advices or notifications shall indicate the identity of the entity having custody of the Assets. Unless the Customer sends the Bank a written exception or objection to any Bank statement within ninety (90) days of receipt, the Customer shall be deemed to have approved such statement. The Bank shall, to the extent permitted by law, be released, relieved and discharged with respect to all matters set forth in such statement or reasonably implied therefrom as though it had been settled by the decree of a court of competent jurisdiction in an action where the Customer and all persons having or claiming an interest in the Customer or the Customer’s Accounts were parties if: (a) the Customer has failed to provide a written exception or objection to any Bank statement within ninety (90) days of receipt and where the Customer’s failure to so provide a written exception or objection within such ninety (90) day period has limited the Bank's (i) access to the records, materials and other information required to investigate the Customer’s exception or objection, and (ii) ability to recover from third parties any amounts for which the Bank may become liable in connection with such exception or objection, or (b) where the Customer has otherwise explicitly approved any such statement.

 All collections of funds or other property paid or distributed in respect of Securities in the Custody Account shall be made at the risk of the Customer. The Bank shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Bank or by its Subcustodians of any payment, redemption or other transaction regarding Securities in the Custody Account in respect of which the Bank has agreed to take any action under this Agreement.

8. Corporate Actions; Proxies.

 Whenever the Bank receives information concerning the Securities which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bonus issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to securities holders (“Corporate Actions”), the Bank will give the Customer notice of such Corporate Actions to the extent that the Bank’s central corporate actions department has actual knowledge of a Corporate Action in time to notify its customers.


 When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action is received which bears an expiration date, the Bank will endeavor to obtain Instructions from the Customer or its Authorized Person, but if Instructions are not received in time for the Bank to take timely action, or actual notice of such Corporate Action was received too late to seek Instructions, the Bank is authorized to sell such rights entitlement or fractional interest and to credit the Deposit Account with the proceeds or take any other action it deems, in good faith, to be appropriate in which case it shall be held harmless for any such action.

 The Bank will deliver proxies to the Customer or its designated agent pursuant to special arrangements which may have been agreed to in writing. Such proxies shall be executed in the appropriate nominee name relating to Securities in the Custody Account registered in the name of such nominee but without indicating the manner in which such proxies are to be voted; and where bearer Securities are involved, proxies will be delivered in accordance with Instructions.

9. Nominees.

 Securities which are ordinarily held in registered form may be registered in a nominee name of the Bank, Subcustodian or securities depository, as the case may be. The Bank may without notice to the Customer cause any such Securities to cease to be registered in the name of any such nominee and to be registered in the name of the Customer. In the event that any Securities registered in a nominee name are called for partial redemption by the issuer, the Bank may allot the called portion to the respective beneficial holders of such class of security pro rata or in any other manner that is fair, equitable and practicable. The Customer agrees to hold the Bank, Subcustodians, and their respective nominees harmless from any liability arising directly or indirectly from their status as a mere record holder of Securities in the Custody Account.

10. Authorized Persons.

As used in this Agreement, the term “Authorized Person” means employees or agents including investment managers as have been designated by written notice from the Customer or its designated agent to act on behalf of the Customer under this Agreement. Such persons shall continue to be Authorized Persons until such time as the Bank receives Instructions from the Customer or its designated agent that any such employee or agent is no longer an Authorized Person.

11. Instructions.

 The term “Instructions” means instructions of any Authorized Person received by the Bank, via telephone, telex, TWX, facsimile transmission, bank wire or other teleprocess or electronic instruction or trade information system acceptable to the Bank which the Bank believes in good faith to have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions which the Bank may specify. Unless otherwise expressly provided, all Instructions shall continue in full force and effect until canceled or superseded.

 Any Instructions delivered to the Bank by telephone shall promptly thereafter be confirmed in writing by an Authorized Person (which confirmation may bear the facsimile signature of such Person), but the Customer will hold the Bank harmless for the failure of an Authorized Person to send such confirmation in writing, the failure of such confirmation to conform to the telephone instructions received or the Bank's failure to produce such confirmation at any subsequent time. The Bank may electronically record any Instructions given by telephone, and any other telephone discussions with respect to the Custody Account. The Customer shall be responsible for safeguarding any testkeys, identification codes or other security devices which the Bank shall make available to the Customer or its Authorized Persons.

 12. Standard of Care; Liabilities.

(a) The Bank shall be responsible for the performance of only such duties as are set forth in this Agreement or expressly contained in Instructions which are consistent with the provisions of this Agreement. Notwithstanding anything to the contrary in this Agreement:

(i) The Bank will use reasonable care with respect to its obligations under this Agreement and the safekeeping of Assets. The Bank shall be liable to the Customer for any loss which shall


occur as the result of the failure of a Subcustodian to exercise reasonable care with respect to the safekeeping of such Assets to the same extent that the Bank would be liable to the Customer if the Bank were holding such Assets in New York. In the event of any loss to the Customer by reason of the failure of the Bank or its Subcustodian to utilize reasonable care, the Bank shall be liable to the Customer only to the extent of the Customer’s direct damages, and shall in no event be liable for any special or consequential damages.

(ii) The Bank will not be responsible for any act, omission, default or for the solvency of any broker or agent which it or a Subcustodian appoints unless such appointment was made negligently or in bad faith or for any loss due to the negligent act of such broker or agent except to the extent that such broker or agent (other than a Subcustodian) performs in a negligent manner which is the cause of the loss to the Customer and the Bank failed to exercise reasonable care in monitoring such broker’s or agent’s performance where Customer has requested and Bank has agreed to accept such monitoring responsibility.

(iii) The Bank shall be indemnified by, and without liability to the Customer for any action taken or omitted by the Bank whether pursuant to Instructions or otherwise within the scope of this Agreement if such act or omission was in good faith, without negligence. In performing its obligations under this Agreement, the Bank may rely on the genuineness of any document which it believes in good faith to have been validly executed.

(iv) The Customer agrees to pay for and hold the Bank harmless from any liability or loss resulting from the imposition or assessment of any taxes or other governmental charges, and any related expenses with respect to income from or Assets in the Accounts, except to the extent that the Bank has failed to exercise reasonable care in performing any obligations which the Bank may have agreed to assume (in addition to those stated in this Agreement) with respect to taxes and such failure by the Bank is the direct cause of such imposition or assessment of such taxes, charges or expenses.

(v) The Bank shall be entitled to rely, and may act, upon the advice of counsel (who may be counsel for the Customer) on all legal matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice; provided, that the Bank gives (to the extent practicable) prior notice to Customer of Bank’s intention to so seek advice of counsel and an opportunity for consultation with Customer on the proposed contact with counsel.

(vi) The Bank represents and warrants that it currently maintain a banker's blanket bond which provides standard fidelity and non-negligent loss coverage with respect to the Securities and Cash which may be held by Subcustodians pursuant to this Agreement. The Bank agrees that if at any time it for any reason discontinues such coverage, it shall immediately give sixty (60) days' prior written notice to the Customer. The Bank need not maintain any insurance for the benefit of the Customer.

(vii) Without limiting the foregoing, the Bank shall not be liable for any loss which results from: (1) the general risk of investing, or (2) investing or holding Assets in a particular country including, but not limited to, losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; currency restrictions, devaluations or fluctuations; and market conditions which prevent the orderly execution of securities transactions or affect the value of Assets.

(viii) Neither party shall be liable to the other for any loss due to forces beyond their control including, but not limited to strikes or work stoppages, acts of war or terrorism, insurrection, revolution, nuclear fusion, fission or radiation, or acts of God.

(b) Consistent with and without limiting the first paragraph of this Section 12, it is specifically acknowledged that the Bank shall have no duty or responsibility to:

(i) question Instructions or make any suggestions to the Customer or an Authorized Person regarding such Instructions;


(ii) supervise or make recommendations with respect to investments or the retention of Securities;

(iii) advise the Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 5(c) of this Agreement;

(iv) evaluate or report to the Customer or an Authorized Person regarding the financial condition of any broker, agent (other than a Subcustodian) or other party to which Securities are delivered or payments are made pursuant to this Agreement;

(v) review or reconcile trade confirmations received from brokers. The Customer or its Authorized Persons (as defined in Section 10) issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by the Bank.

(c) The Customer authorizes the Bank to act under this Agreement notwithstanding that the Bank or any of its divisions or affiliates may have a material interest in a transaction, or circumstances are such that the Bank may have a potential conflict of duty or interest including the fact that the Bank or any of its affiliates may provide brokerage services to other customers, act as financial advisor to the issuer of Securities, act as a lender to the issuer of Securities, act in the same transaction as agent for more than one customer, have a material interest in the issue of Securities, or earn profits from any of the activities listed herein.

13. Fees and Expenses.

 The Customer agrees to pay the Bank for its services under this Agreement such amount as may be agreed upon in writing, together with the Bank’s reasonable out-of-pocket or incidental expenses, including, but not limited to, reasonable legal fees. The Bank shall have a lien on and is authorized to charge any Accounts of the Customer for any amount owing to the Bank under any provision of this Agreement upon notice to the Customer.

14. Miscellaneous.

(a) Foreign Exchange Transactions. Pursuant to Instructions, which may be standing Instructions, to facilitate the administration of the Customer’s trading and investment activity, the Bank is authorized to enter into spot or forward foreign exchange contracts with the Customer or an Authorized Person for the Customer and may also provide foreign exchange through its subsidiaries or Subcustodians. The Bank may establish rules or limitations concerning any foreign exchange facility made available. In all cases where the Bank, its subsidiaries, affiliates or Subcustodians enter into a foreign exchange contract related to Accounts, the terms and conditions of the then current foreign exchange contract of the Bank, its subsidiary, affiliate or Subcustodian and, to the extent not inconsistent, this Agreement shall apply to such transaction.

(b) Certification of Residency, etc. The Customer certifies that it is a resident of the United States and agrees to notify the Bank of any changes in residency. The Bank may rely upon this certification or the certification of such other facts as may be required to administer the Bank’s obligations under this Agreement. The Customer will indemnify the Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications.

(c) Access to Records. The Bank shall allow the Customer’s independent public accountants, officers and advisers reasonable access to the records of the Bank relating to the Assets as is required in connection with their examination of books and records pertaining to the Customer’s affairs. Subject to restrictions under applicable law, the Bank shall also obtain an undertaking to permit the Customer’s independent public accountants reasonable access to the records of any Subcustodian which has physical possession of any Assets as may be required in connection with the examination of the Customer’s books and records.


(d) Governing Law; Successors and Assigns. This Agreement shall be governed by the laws of the State of New York and shall not be assignable by either party, but shall bind the successors in interest of the Customer and the Bank.

(e) Entire Agreement; Applicable Riders. Customer represents that the Assets deposited in the Accounts are (Check one):

    X 1

1 With respect to each Customer listed on Schedule A hereto under the heading “ERISA Trusts.”

Employee Benefit Plan or other assets subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”);

    X 2 Mutual Fund assets subject to certain Securities and Exchange Commission (“SEC”) rules and regulations;

     X 3 Neither of the above.

With respect to each Customer, this Agreement consists exclusively of this document together with Schedules A, B, Exhibits I - _______ and the following Rider(s) to the extent indicated on Schedule A hereto opposite the name of the Customer under the column headed "Applicable Riders to Agreement":

   X ERISA

   X MUTUAL FUND

   SPECIAL TERMS AND CONDITIONS

 There are no other provisions of this Agreement and this Agreement supersedes any other agreements, whether written or oral, between the parties. Any amendment to this Agreement must be in writing, executed by both parties.

(f) Severability. In the event that one or more provisions of this Agreement are held invalid, illegal or enforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions will not in any way be affected or impaired.

(g) Waiver. Except as otherwise provided in this Agreement, no failure or delay on the part of either party in exercising any power or right under this Agreement operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any provision of this Agreement, or waiver of any breach or default, is effective unless in writing and signed by the party against whom the waiver is to be enforced.

(h) Notices. All notices under this Agreement shall be effective when actually received. Any notices or other communications which may be required under this Agreement are to be sent to the parties at the following addresses or such other addresses as may subsequently be given to the other party in writing:

  

Bank:

The Chase Manhattan Bank, N.A.
Chase MetroTech Center
Brooklyn, NY 11245
Attention: Global Investor Services
Telephone: (718) 242-3455
Facsimile: (718) 242-1374


  

Copy to:

The Chase Manhattan Bank, N.A.

Woolgate House Coleman Street

London EC2P 2HD England

Attention: Global Investor Services

Telephone: 44-71-962-5000

Facsimile: 44-71-962-5377

Telex: 8954681CMBG

  

Customer:

Name of Customer from Schedule A

c/o T. Rowe Price 100 East Pratt Street

Baltimore, MD 21202

Attention: Treasurer

Telephone: (410) 625-6658

Facsimile: (410) 547-0180

(i) Termination. This Agreement may be terminated by the Customer or the Bank by giving ninety (90) days written notice to the other, provided that such notice to the Bank shall specify the names of the persons to whom the Bank shall deliver the Assets in the Accounts. If notice of termination is given by the Bank, the Customer shall, within ninety (90) days following receipt of the notice, deliver to the Bank Instructions specifying the names of the persons to whom the Bank shall deliver the Assets. In either case the Bank will deliver the Assets to the persons so specified, after deducting any amounts which the Bank determines in good faith to be owed to it under Section 13. If within ninety (90) days following receipt of a notice of termination by the Bank, the Bank does not receive Instructions from the Customer specifying the names of the persons to whom the Bank shall deliver the Assets, the Bank, at its election, may deliver the Assets to a bank or trust company doing business in the State of New York to be held and disposed of pursuant to the provisions of this Agreement, or to Authorized Persons, or may continue to hold the Assets until Instructions are provided to the Bank.

(j) Entire Agreement. This Agreement, including the Schedules and Riders hereto, embodies the entire agreement and understanding of the parties in respect of the subject matter contained in this Agreement. This Agreement supersedes all other custody or other agreements between the parties with respect to such subject matter, which prior agreements are hereby terminated effective as of the date hereof and shall have no further force or effect.

  
 

EACH OF THE CUSTOMERS, INDIVIDUALLY AND SEPARATELY LISTED ON SECTION I OF SCHEDULE A HERETO

    
 

By:

/s/

Carmen F. Deyesu

Carmen F. Deyesu

Treasurer & Vice President

  
 

EACH OF THE CUSTOMERS, INDIVIDUALLY AND SEPARATELY LISTED ON SECTION II OF SCHEDULE A HERETO

    
 

By:

/s/

Alvin M. Younger

Alvin M. Younger

Treasurer


  
 

EACH OF THE CUSTOMERS, INDIVIDUALLY AND SEPARATELY LISTED ON SECTION III OF SCHEDULE A HERETO

    
 

By:

/s/

Alvin M. Younger

Alvin M. Younger

Treasurer

  
 

THE CHASE MANHATTAN BANK, N.A

    
 

By:

/s/

Alan Naughton

Alan Naughton

Vice President


Schedule A

Page 1 of 2

LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK, N.A.DATED JANUARY 3, 1994

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

 T. Rowe Price Balanced Fund, Inc.

 T. Rowe Price Blue Chip Growth Fund, Inc.

 T. Rowe Price Capital Appreciation Fund

 T. Rowe Price Dividend Growth Fund, Inc.

 T. Rowe Price Equity Income Fund

 T. Rowe Price Growth & Income Fund, Inc.

 T. Rowe Price Growth Stock Fund, Inc.

 Institutional International Funds, Inc. on behalf of:
  Foreign Equity Fund

 T. Rowe Price International Funds, Inc. on behalf of:
  T. Rowe Price European Stock Fund
  T. Rowe Price International Discovery Fund
  T. Rowe Price International Stock Fund
  T. Rowe Price Japan Fund
  T. Rowe Price Latin America Fund
  T. Rowe Price New Asia Fund

 T. Rowe Price Mid-Cap Growth Fund, Inc.

 T. Rowe Price New Era Fund, Inc.

 T. Rowe Price New Horizons Fund, Inc.

 T. Rowe Price OTC Fund, Inc. on behalf of:
  T. Rowe Price OTC Fund

 T. Rowe Price Science & Technology Fund, Inc.

 T. Rowe Price Small Cap Value Fund, Inc.

 CUNA Mutual Funds, Inc. on behalf of:
  CUNA Mutual Cornerstone Fund


Schedule A

Page 2 of 2

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

 Income Funds

 T. Rowe Price Adjustable Rate U.S. Government Fund, Inc.

 T. Rowe Price High Yield Fund, Inc.

 T. Rowe Price New Income Fund, Inc.

 T. Rowe Price Short-Term Bond Fund, Inc.

 T. Rowe Price Summit Funds, Inc. on behalf of:
  T. Rowe Price Summit Limited-Term Bond Fund

 T. Rowe Price International Funds, Inc. on behalf of:
  T. Rowe Price Global Government Bond Fund
  T. Rowe Price International Bond Fund
  T. Rowe Price Short-Term Global Income Fund

  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

 T. Rowe Price Trust Company as Trustee for the
  Johnson Matthey Salaried

  Common Trust Funds

  T. Rowe Price Trust Company, as Trustee
  for the International Common Trust Fund
  on behalf of the Underlying Trusts:

   Foreign Discovery Trust

   Foreign Discovery Trust-Augment

   Pacific Discovery Trust

   European Discovery Trust

   Japan Discovery Trust

   Latin American Discovery Trust

   New York City International Common Trust Fund

  

III. OTHER RPFI International Partners, L.P.

No Riders are applicable to the Customer listed under Section III of this Schedule A.


ERISA Rider to Global Custody Agreement
|Between The Chase Manhattan Bank, N.A. and
Each of the Entities Listed on Schedule A Hereto
effective January 3, 1994

 Customer represents that the Assets being placed in the Bank's custody are subject to ERISA. It is understood that in connection therewith the Bank is a service provider and not a fiduciary of the plan and trust to which the assets are related. The Bank shall not be considered a party to the underlying plan and trust and the Customer hereby assumes all responsibility to assure that Instructions issued under this Agreement are in compliance with such plan and trust and ERISA.

 This Agreement will be interpreted as being in compliance with the Department of Labor Regulations Section 2550.404b-1 concerning the maintenance of indicia of ownership of plan assets outside of the jurisdiction of the district courts of the United States.

 The following modifications are made to the Agreement:

 Section 3. Subcustodians and Securities Depositories.

 Add the following language to the end of Section 3:

 As used in this Agreement, the term Subcustodian and the term securities depositories include a branch of the Bank, a branch of a qualified U.S. bank, an eligible foreign custodian, or an eligible foreign securities depository, where such terms shall mean:

(a) "qualified U.S. bank" shall mean a U.S. bank as described in paragraph (a)(2)(ii)(A)(1) of the Department of Labor Regulations Section 2550.404b-1;

(b) "eligible foreign custodian" shall mean a banking institution incorporated or organized under the laws of a country other than the United States which is supervised or regulated by that country's government or an agency thereof or other regulatory authority in the foreign jurisdiction having authority over banks; and

(c) "eligible foreign securities depository" shall mean a securities depository or clearing agency, incorporated or organized under the laws of a country other than the United States, which is supervised or regulated by that country's government or an agency thereof or other regulatory authority in the foreign jurisdiction having authority over such depositories or clearing agencies and which is described in paragraph (c)(2) of the Department of Labor Regulations Section 2550.404b-1.

 Section 4. Use of Subcustodian.

 Subsection (d) of this section is modified by deleting the last sentence.

 Section 5. Deposit Account Payments.

 Subsection (b) is amended to read as follows:

(b) In the event that any payment made under this Section 5 exceeds the funds available in the Deposit Account, such discretionary advance shall be deemed a service provided by the Bank under this Agreement for which it is entitled to recover its costs as may be determined by the Bank in good faith.

 Section 10. Authorized Persons.

 Add the following paragraph at the end of Section 10:

 Customer represents that: a) Instructions will only be issued by or for a fiduciary pursuant to Department of Labor Regulation Section 404b-1 (a)(2)(i) and b) if Instructions are to be issued by an investment manager, such entity will meet the requirements of Section 3(38) of ERISA and will have been designated by the Customer to manage assets held in the Customer Accounts ("Investment Manager"). An


Investment Manager may designate certain of its employees to act as Authorized Persons under this Agreement.

 Section 14(a). Foreign Exchange Transactions.

 Add the following paragraph at the end of Subsection 14(a):

 Instructions to execute foreign exchange transactions with the Bank, its subsidiaries, affiliates or Subcustodians will include (1) the time period in which the transaction must be completed; (2) the location i.e., Chase New York, Chase London, etc. or the Subcustodian with whom the contract is to be executed and (3) such additional information and guidelines as may be deemed necessary; and, if the Instruction is a standing Instruction, a provision allowing such Instruction to be overridden by specific contrary Instructions.


Mutual Fund Rider to Global Custody Agreement
Between The Chase Manhattan Bank, N.A. and
Each of the Entities Listed on Schedule A Hereto
effective January 3, 1994

 Customer represents that the Assets being placed in the Bank's custody are subject to the Investment Company Act of 1940 (the Act), as the same may be amended from time to time.

 Except to the extent that the Bank has specifically agreed to comply with a condition of a rule, regulation, interpretation promulgated by or under the authority of the SEC or the Exemptive Order applicable to accounts of this nature issued to the Bank (Investment Company Act of 1940, Release No. 12053, November 20, 1981), as amended, or unless the Bank has otherwise specifically agreed, the Customer shall be solely responsible to assure that the maintenance of Assets under this Agreement complies with such rules, regulations, interpretations or exemptive order promulgated by or under the authority of the Securities Exchange Commission.

 The following modifications are made to the Agreement:

 Section 3. Subcustodians and Securities Depositories.

 Add the following language to the end of Section 3:

 The terms Subcustodian and securities depositories as used in this Agreement shall mean a branch of a qualified U.S. bank, an eligible foreign custodian or an eligible foreign securities depository, which are further defined as follows:

(a) "qualified U.S. Bank" shall mean a qualified U.S. bank as defined in Rule 17f-5 under the Investment Company Act of 1940;

(b) "eligible foreign custodian" shall mean (i) a banking institution or trust company incorporated or organized under the laws of a country other than the United States that is regulated as such by that country's government or an agency thereof and that has shareholders' equity in excess of $200 million in U.S. currency (or a foreign currency equivalent thereof), (ii) a majority owned direct or indirect subsidiary of a qualified U.S. bank or bank holding company that is incorporated or organized under the laws of a country other than the United States and that has shareholders' equity in excess of $100 million in U.S. currency (or a foreign currency equivalent thereof)(iii) a banking institution or trust company incorporated or organized under the laws of a country other than the United States or a majority owned direct or indirect subsidiary of a qualified U.S. bank or bank holding company that is incorporated or organized under the laws of a country other than the United States which has such other qualifications as shall be specified in Instructions and approved by the Bank; or (iv) any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC; and

(c) "eligible foreign securities depository" shall mean a securities depository or clearing agency, incorporated or organized under the laws of a country other than the United States, which operates (i) the central system for handling securities or equivalent book-entries in that country, or (ii) a transnational system for the central handling of securities or equivalent book-entries.

 The Customer represents that its Board of Directors has approved each of the Subcustodians listed in Schedule B to this Agreement and the terms of the subcustody agreements between the Bank and each Subcustodian, which are attached as Exhibits I through of Schedule B, and further represents that its Board has determined that the use of each Subcustodian and the terms of each subcustody agreement are consistent with the best interests of the Fund(s) and its (their) shareholders. The Bank will supply the Customer with any amendment to Schedule B for approval. As requested by the Bank, the Customer will supply the Bank with certified copies of its Board of Directors resolution(s) with respect to the foregoing prior to placing Assets with any Subcustodian so approved.


 Section 11. Instructions.

 Add the following language to the end of Section 11:

 Deposit Account Payments and Custody Account Transactions made pursuant to Section 5 and 6 of this Agreement may be made only for the purposes listed below. Instructions must specify the purpose for which any transaction is to be made and Customer shall be solely responsible to assure that Instructions are in accord with any limitations or restrictions applicable to the Customer by law or as may be set forth in its prospectus.

(a) In connection with the purchase or sale of Securities at prices as confirmed by Instructions;

(b) When Securities are called, redeemed or retired, or otherwise become payable;

(c) In exchange for or upon conversion into other securities alone or other securities and cash pursuant to any plan or merger, consolidation, reorganization, recapitalization or readjustment;

(d) Upon conversion of Securities pursuant to their terms into other securities;

(e) Upon exercise of subscription, purchase or other similar rights represented by Securities;

(f) For the payment of interest, taxes, management or supervisory fees, distributions or operating expenses;

(g) In connection with any borrowings by the Customer requiring a pledge of Securities, but only against receipt of amounts borrowed;

(h) In connection with any loans, but only against receipt of adequate collateral as specified in Instructions which shall reflect any restrictions applicable to the Customer;

(i) For the purpose of redeeming shares of the capital stock of the Customer and the delivery to, or the crediting to the account of, the Bank, its Subcustodian or the Customer's transfer agent, such shares to be purchased or redeemed;

(j) For the purpose of redeeming in kind shares of the Customer against delivery to the Bank, its Subcustodian or the Customer's transfer agent of such shares to be so redeemed;

(k) For delivery in accordance with the provisions of any agreement among the Customer, the Bank and a broker-dealer registered under the Securities Exchange Act of 1934 (the "Exchange Act") and a member of The National Association of Securities Dealers, Inc. ("NASD"), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Customer;

(l) For release of Securities to designated brokers under covered call options, provided, however, that such Securities shall be released only upon payment to the Bank of monies for the premium due and a receipt for the Securities which are to be held in escrow. Upon exercise of the option, or at expiration, the Bank will receive from brokers the Securities previously deposited. The Bank will act strictly in accordance with Instructions in the delivery of Securities to be held in escrow and will have no responsibility or liability for any such Securities which are not returned promptly when due other than to make proper request for such return;

(m) For spot or forward foreign exchange transactions to facilitate security trading, receipt of income from Securities or related transactions;

(n) For other proper purposes as may be specified in Instructions issued by an officer of the Customer which shall include a statement of the purpose for which the delivery or payment is to be made, the amount of the payment or specific Securities to be delivered, the name of the person or persons to whom delivery or payment is to be made, and a certification that the purpose is a proper purpose under the instruments governing the Customer; and

(o) Upon the termination of this Agreement as set forth in Section 14(i).


 Section 12. Standard of Care; Liabilities.

 Add the following subsection (c) to Section 12:

(c) The Bank hereby warrants to the Customer that in its opinion, after due inquiry, the established procedures to be followed by each of its branches, each branch of a qualified U.S. bank, each eligible foreign custodian and each eligible foreign securities depository holding the Customer's Securities pursuant to this Agreement afford protection for such Securities at least equal to that afforded by the Bank's established procedures with respect to similar securities held by the Bank and its securities depositories in New York.

 Section 14. Access to Records.

 Add the following language to the end of Section 14(c):

 Upon reasonable request from the Customer, the Bank shall furnish the Customer such reports (or portions thereof) of the Bank's system of internal accounting controls applicable to the Bank's duties under this Agreement. The Bank shall endeavor to obtain and furnish the Customer with such similar reports as it may reasonably request with respect to each Subcustodian and securities depository holding the Customer's assets.

 

GLOBAL CUSTODY AGREEMENT

 

WITH _______________________

 

DATE _______________________


SPECIAL TERMS AND CONDITIONS RIDER

  

January, 1994

Schedule B

SUB-CUSTODIANS EMPLOYED BY

THE CHASE MANHATTAN BANK, N.A. LONDON, GLOBAL CUSTODY

   

COUNTRY

SUB-CUSTODIAN

CORRESPONDENT BANK

ARGENTINA

The Chase Manhattan Bank, N.A., Main Branch

25 De Mayo 130/140

Buenos Aires ARGENTINA

The Chase Manhattan

Bank, N.A.

Buenos Aires

AUSTRALIA

The Chase Manhattan Bank, Australia Limited

36th Floor

World Trade Centre

Jamison Street

Sydney

New South Wales 2000 AUSTRALIA

The Chase Manhattan Bank Australia Limited Sydney

AUSTRIA

Creditanstalt - Bankvereln Schottengasse 6

A - 1011, Vienna

AUSTRIA

Credit Lyonnais Vienna

BANGLADESH

Standard Chartered Bank

18-20 Motijheel C.A.

Box 536,

Dhaka-1000

BANGLADESH

Standard Chartered Bank Dhaka

BELGIUM

Generale Bank

3 Montagne Du Parc

1000 Bruxelles

BELGIUM

Credit Lyonnais Bank Brussels

BOTSWANA

Standard Chartered Bank Botswana Ltd.

4th Floor Commerce House

The Mall

Gaborone

BOTSWANA

Standard Chartered Bank Botswana Ltd.

Gabarone

BRAZIL

Banco Chase Manhattan, S.A. Chase Manhattan Center

Rua Verbo Divino, 1400

Sao Paulo, SP 04719-002 BRAZIL

Banco Chase Manhattan S.A., Sao Paolo


   

CANADA

The Royal Bank of Canada Royal Bank Plaza

Toronto

Ontario M5J 2J5

CANADA

Canada Trust

Canada Trust Tower

BCE Place

161 Bay at Front

Toronto

Ontario M5J 2T2

CANADA

Toronto Dominion Bank Toronto

Toronto Dominion Bank Toronto

CHILE

The Chase Manhattan Bank, N.A., Agustinas 1235

Casilla 9192

Santiago

CHILE

The Chase Manhattan

Bank, N.A., Santiago

COLOMBIA

Cititrust Colombia S.A.

Sociedad Fiduciaria

Av. Jimenez No 8-89

Santafe de Bogota, DC COLOMBIA

Cititrust Colombia S.A. Sociedad Fiduciaria Santafe de Bogota

CZECH

REPUBLIC

Ceskoslovenska Obchodni Banka, A.S.; Na Prikoope 14 115 20 Praha 1

CZECH REPUBLIC

Ceskoslovenska

Obchodni Banka, A.S.

Praha

DENMARK

Den Danske Bank

2 Holmens Kanala DK 1091 Copenhagen

DENMARK

Den Danske Bak

Copenhagen

EUROBONDS

Cedel S.A.

67 Blvd Grande Duchesse Charlotte LUXEMBOURG

A/c Chase Manhattan Bank, N.A. London

A/c No. 17817

ECU:Lloyds Bank PLC International Banking Dividion

London

For all other

currencies: see

relevant country

EURO CDS

First Chicago Clearing Centre

27 Leadenhall Street

London EC3A 1AA

UK

ECU:Lloyds Bank PLC Banking Division London For all other

currencies: see

relevant country

FINLAND

Kansallis-Osake-Pankki Aleksanterinkatu 42

00100 Helsinki 10

FINLAND

Kanasallis-Osake-Pankki

FRANCE

Banque Paribas

Ref 256

BP 141

3, Rue D'Antin

75078 Paris

Cedex 02

FRANCE

Societe Generale Paris


   

GERMANY

Chase Bank A.G. Alexanderstrasse 59

Postfach 90 01 09

60441 Frankfurt/Main

GERMANY

Chase Bank A.G. Frankfurt

GREECE

National Bank of Greece

S.A.

38 Stadiou Street

Athens

GREECE

National Bank of Greece S.A. Athens

A/c Chase Manhattan

Bank, N.A., London

A/c No. 040/7/921578-68

HONG KONG

The Chase Manhattan Bank,NA 40/F

One Exchange Square

8, Connaught Place

Central, Hong Kong

HONG KONG

The Chase Manhattan

Bank, N.A., Hong Kong

HUNGARY

Citibank Budapest Rt.

Vaci Utca 19-21

1052 Budapest V

HUNGARY

Citibank Budapest Rt. Budapest

INDIA

The Hongkong and Shanghai Banking Corporation

Limited

52/60 Mahatma Gandhi Road Bombay 400 001

INDIA

The Hongkong and

Shanghai Banking Corporation Limited, Bombay

INDONESIA

The Hongkong and Shanghai Banking Corporation

Limited

World Trade Center

J1. Jend Sudirman

Kav. 29-31

Jakarta 10023

INDONESIA

The Chase Manhattan

Bank, N.A., Jakarta

IRELAND

Bank of Ireland International Financial Services Centre

1 Hargourmaster Place

Dublin 1

IRELAND

Allied Irish Bank Dublin

ISRAEL

Bank Leumi Le-Israel B.M.

19 Herzi Street

65136 Tel Aviv

ISRAEL

Bank Leumi Le-Israel

B.M., Tel Aviv

ITALY

The Chase Manhattan Bank, N.A., Piazza Meda 1

20121 Milan

ITALY

The Chase Manhattan

Bank, N.A., Milan


   

JAPAN

The Chase Manhattan Bank, N.A.,1-3 Marunouchi

1-Chome

Chiyoda-Ku

Tokyo 100

JAPAN

The Chase Manhattan

Bank, N.A., Tokyo

JORDAN

Arab Bank Limited

P.O. Box 950544-5

Amman

Shmeisani

JORDAN

Arab Bank Limited Amman

LUXEMBOURG

Banque Generale

du Luxembourg

S.A., 27 Avenue Monterey LUXEMBOURG

Banque Generale du Luxembourg S.A.

Luxembourg

MALAYSIA

The Chase Manhattan Bank, N.A., Pernas International Jalan Sultan Ismail

50250, Kuala Lumpur

MALAYSIA

The Chase Manhattan

Bank, N.A., Kuala Lumpur

MEXICO (Government Bonds)

The Chase Manhattan Bank, N.A., Hamburgo 213, Piso 7 06660 Mexico D.F.

MEXICO

Banco Nacional de Mexico, Avenida Juarez No.

104-11 Piso

06040 Mexico D.F.

MEXICO

No correspondent Bank (Equities)

Banque Commerciale du Maroc Casablanca

NETHERLANDS

ABN AMRO N.V.

Securities Centre

P.O. Box 3200

4800 De Breda

NETHERLANDS

Credit Lyonnais

Bank Nederland N.V. Rotterdam

NEW ZEALAND

National Nominees Limited Level 2 BNZ Tower

125 Queen Street

Auckland

NEW ZEALAND

National Bank of

New Zealand

Wellington

NORWAY

Den Norske Bank Kirkegaten 21 Oslo 1 NORWAY

Den Norske Bank Oslo

PAKISTAN

Citibank N.A.

State Life Building No.1 I.I. Chundrigar Road

Karachi

PAKISTAN

Citibank N.A.

Karachi

PERU

Citibank, N.A.

Camino Real 457

CC Torre Real - 5th Floor San Isidro, Lima 27

PERU

Citibank N.A. Lima


   

PHILIPPINES

The Hongkong and Shanghai Banking Corporation

Limited

Hong Kong Bank Centre 3/F San Miguel Avenue

Ortigas Commercial Centre Pasig Metro Manila PHILIPPINES

The Hongkong and Shaghai Banking Corporation Limited, Manila

POLAND

Bank Polska Kasa Opieki S.A., 6/12 Nowy Swiat Str 00-920 Warsaw

POLAND

Bank Potska Kasa Opieki S.A., Warsaw

PORTUGAL

Banco Espirito Santo & Comercial de Lisboa

Servico de Gestaode Titulos R. Mouzinho da Silvelra,

36 r/c, 1200 Lisbon

PORTUGAL

Banco Pinto &

Sotto Mayor

Avenida Fontes

Pereira de Melo

1000 Lisbon

SHANGHAI (CHINA)

The Hongkong and Shanghai Banking Corporation

Limited

Shanghai Branch

Corporate Banking Centre Unit 504, 5/F Shanghai Centre

1376 Hanjing Xi Lu

Shanghai

THE PEOPLE'S REPUBLIC OF CHINA

The Chase Manhattan

Bank, N.A.,Hong Kong

SCHENZHEN (CHINA)

The Hongkong and Shanghai Banking Corporation

Limited

1st Floor

Central Plaza Hotel

No. 1 Chun Feng Lu

Shenzhen

THE PEOPLE'S REPUBLIC OF CHINA

The Chase Manhattan

Bank, N.A., Hong Kong

SINGAPORE

The Chase Manhattan Bank, N.A.

Shell Tower

50 Raffles Place

Singapore 0104

SINGAPORE

The Chase Manhattan

Bank, N.A. Singapore

SOUTH KOREA

The Hongkong & Shanghai Banking Corporation

Limited

6/F Kyobo Building

#1 Chongro,

1-ka Chongro-Ku,

Seoul

SOUGH KOREA

The Hongkong & Shanghai Banking Corporation Limited, Seoul


   

SPAIN

The Chase Manhattan Bank, N.A.,Calle Peonias 2

7th Floor

La Piovera

28042 Madrid

SPAIN

Banco Zaragozano, S.A. Madrid

URUGUAY

The First National Bank

of Boston

Zabala 1463

Montevideo

URUGUAY

The First National Bank

of Boston

Montevideo

U.S.A

The Chase Manhattan Bank, N.A.

1 Chase Manhattan Plaza

New York

NY 10081

U.S.A.

The Chase Manhattan

Bank, N.A. New York

VENEZUELA

Citibank N.A.

Carmelitas a Altagracia Edificio Citibank

Caracas 1010

VENEZUELA

Citibank N.A. Caracas


AMENDMENT AGREEMENT

 AMENDMENT AGREEMENT, dated as of April 18, 1994 (the “Amendment Agreement”) to the Global Custody Agreement, effective January 3, 1994 (the “Custody Agreement”) by and between each of the Entities listed in Attachment A hereto, separately and individually (each such entity referred to hereinafter as the "Customer") and THE CHASE MANHATTAN BANK, N.A. (the “Bank”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the bank wishes to accept such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Section I of Schedule A of the Custody Agreement ("Schedule A") shall be amended to add each Customer listed in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached hereto as Attachment B shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer agrees to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable thereunder as a "Customer" as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

 4. Governing Law. This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

THE CHASE MANHATTAN BANK, N.A.

By:

/s/

Alan Naughton

Alan Naughton

Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEPARATELY INDIVIDUALLY

By:

/s/

Carmen F. Deyesu

Carmen F. Deyesu

Treasurer


Attachment A

LIST OF CUSTOMERS

T. Rowe Price International Series, Inc. on behalf of the
 T. Rowe Price International Stock Portfolio

T. Rowe Price Equity Series, Inc. on behalf of the
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price New America Growth Portfolio

T. Rowe Price New America Growth Fund, Inc.

T. Rowe Price Income Series, Inc. on behalf of
 T. Rowe Price Limited-Term Bond Portfolio


Attachment B

Schedule A

Page 1 of 2

LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK, N.A. DATED JANUARY 3, 1993

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

 T. Rowe Price Balanced Fund, Inc.

 T. Rowe Price Blue Chip Growth Fund, Inc.

 T. Rowe Price Capital Appreciation Fund

 T. Rowe Price Dividend Growth Fund, Inc.

 T. Rowe Price Equity Income Fund

 T. Rowe Price Growth & Income Fund, Inc.

 T. Rowe Price Growth Stock Fund, Inc.

 Institutional International Funds, Inc. on behalf of:
  Foreign Equity Fund

 T. Rowe Price International Funds, Inc. on behalf of:
  T. Rowe Price European Stock Fund
  T. Rowe Price International Discovery Fund
  T. Rowe Price International Stock Fund
  T. Rowe Price Japan Fund
  T. Rowe Price Latin America Fund
  T. Rowe Price New Asia Fund

 T. Rowe Price International Series, Inc., on behalf of:
  T. Rowe Price International Stock Portfolio

 T. Rowe Price Mid-Cap Growth Fund, Inc.

 T. Rowe Price New Era Fund, Inc.

 T. Rowe Price New Horizons Fund, Inc.

 T. Rowe Price OTC Fund, Inc. on behalf of:
  T. Rowe Price OTC Fund

 T. Rowe Price Science & Technology Fund, Inc.

 T. Rowe Price Small-Cap Value Fund, Inc.

 CUNA Mutual Funds, Inc. on behalf of:
  CUNA Mutual Cornerstone Fund

 T. Rowe Price Equity Series, Inc. on behalf of:
  T. Rowe Price Equity Income Portfolio
  T. Rowe Price New America Growth Portfolio

 T. Rowe Price New America Growth Fund, Inc.


Attachment B

Schedule A

Page 2 of 2

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

 Income Funds

 T. Rowe Price Adjustable Rate U.S. Government Fund, Inc.

 T. Rowe Price High Yield Fund, Inc.

 T. Rowe Price New Income Fund, Inc.

 T. Rowe Price Short-Term Bond Fund, Inc.

 T. Rowe Price Summit Funds, Inc. on behalf of:
  T. Rowe Price Summit Limited-Term Bond Fund

 T. Rowe Price International Funds, Inc. on behalf of:
  T. Rowe Price Global Government Income Fund
  T. Rowe Price International Bond Fund
  T. Rowe Price Short-Term Global Income Fund

 T. Rowe Price Income Series, Inc. on behalf of:
  T. Rowe Price Limited-Term Bond Portfolio

  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

 T. Rowe Price Trust Company as Trustee for the
  Johnson Matthey Salaried Savings Plan

 Common Trust Funds

 T. Rowe Price Trust Company, as Trustee for the International
 Common Trust Fund on behalf of the Underlying Trusts:

  Foreign Discovery Trust

  Foreign Discovery Trust-Augment

  Pacific Discovery Trust

  European Discovery Trust

  Japan Discovery Trust

  Latin American Discovery Trust

  New York City International Common Trust Fund

  

III. OTHER RPFI International Partners, L.P.

No Riders are applicable to the Customer listed under Section III of this Schedule A.


AMENDMENT AGREEMENT

 AMENDMENT AGREEMENT, dated as of August 15, 1994 (the “Amendment Agreement”) to the Global Custody Agreement, effective January 3, 1994, as amended (the “Custody Agreement”) by and between each of the Entities listed in Attachment A hereto, separately and individually (each such entity referred to hereinafter as the “Customer”) and THE CHASE MANHATTAN BANK, N.A. (the “Bank”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Section I of Schedule A of the Custody Agreement ("Schedule A") shall be amended to add each Customer listed in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached hereto as Attachment B shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer agrees to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable thereunder as a "Customer" as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

 4. Governing Law. This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

THE CHASE MANHATTAN BANK, N.A.

By:

/s/

Alan Naughton

Alan Naughton

Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEPARATELY INDIVIDUALLY

By:

/s/

Carmen F. Deyesu

Carmen F. Deyesu

Treasurer


Attachment A

LIST OF CUSTOMERS

T. Rowe Price Equity Series, Inc. on behalf of the
 T. Rowe Price Personal Strategy Balanced Portfolio

T. Rowe Price Personal Strategy Funds, Inc. on behalf of
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund


Attachment B

Schedule A

Page 1 of 2

LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK, N.A.DATED JANUARY 3, 1993

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

 T. Rowe Price Balanced Fund, Inc.

 T. Rowe Price Blue Chip Growth Fund, Inc.

 T. Rowe Price Capital Appreciation Fund

 T. Rowe Price Dividend Growth Fund, Inc.

 T. Rowe Price Equity Income Fund

 T. Rowe Price Growth & Income Fund, Inc.

 T. Rowe Price Growth Stock Fund, Inc.

 Institutional International Funds, Inc. on behalf of:
  Foreign Equity Fund

 T. Rowe Price International Funds, Inc. on behalf of:
  T. Rowe Price European Stock Fund
  T. Rowe Price International Discovery Fund
  T. Rowe Price International Stock Fund
  T. Rowe Price Japan Fund
  T. Rowe Price Latin America Fund
  T. Rowe Price New Asia Fund

 T. Rowe Price International Series, Inc., on behalf of:
  T. Rowe Price International Stock Portfolio

 T. Rowe Price Mid-Cap Growth Fund, Inc.

 T. Rowe Price New Era Fund, Inc.

 T. Rowe Price New Horizons Fund, Inc.

 T. Rowe Price OTC Fund, Inc. on behalf of:
  T. Rowe Price OTC Fund

 T. Rowe Price Science & Technology Fund, Inc.

 T. Rowe Price Small-Cap Value Fund, Inc.

 CUNA Mutual Funds, Inc. on behalf of:
  CUNA Mutual Cornerstone Fund

 T. Rowe Price Equity Series, Inc. on behalf of:
  T. Rowe Price Equity Income Portfolio
  T. Rowe Price New America Growth Portfolio
  T. Rowe Price Personal Strategy Balanced Portfolio

 T. Rowe Price New America Growth Fund, Inc.


 Income Funds

 T. Rowe Price Adjustable Rate U.S. Government Fund, Inc.

 T. Rowe Price High Yield Fund, Inc.

 T. Rowe Price New Income Fund, Inc.

 T. Rowe Price Short-Term Bond Fund, Inc.

 T. Rowe Price Summit Funds, Inc. on behalf of:
  T. Rowe Price Summit Limited-Term Bond Fund

 T. Rowe Price International Funds, Inc. on behalf of:
  T. Rowe Price Global Government Income Fund
  T. Rowe Price International Bond Fund
  T. Rowe Price Short-Term Global Income Fund

 T. Rowe Price Income Series, Inc. on behalf of:
  T. Rowe Price Limited-Term Bond Portfolio

 T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
  T. Rowe Price Personal Strategy Balanced Fund
  T. Rowe Price Personal Strategy Growth Fund
  T. Rowe Price Personal Strategy Income Fund


Attachment B

Schedule A

Page 2 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

 T. Rowe Price Trust Company as Trustee for the
  Johnson Matthey Salaried Savings Plan

 Common Trust Funds

 T. Rowe Price Trust company, as Trustee for the International
 Common Trust Fund on behalf of the Underlying Trusts:

  Foreign Discovery Trust

  Foreign Discovery Trust-Augment

  Pacific Discovery Trust

  European Discovery Trust

  Japan Discovery Trust

  Latin American Discovery Trust

  New York City International Common Trust Fund

  

III. OTHER RPFI International Partners, L.P.

No Riders are applicable to the Customer listed under Section III of this Schedule A.


AMENDMENT AGREEMENT

 AMENDMENT AGREEMENT, dated as of November 28, 1994 (the “Amendment Agreement”) to the Global Custody Agreement, effective January 3, 1994, as amended (the “Custody Agreement”) by and between each of the Entities listed in Attachment A hereto, separately and individually (each such entity referred to hereinafter as the “Customer”) and THE CHASE MANHATTAN BANK, N.A. (the “Bank”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Section I of Schedule A of the Custody Agreement ("Schedule A") shall be amended to add each Customer listed in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached hereto as Attachment B shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer agrees to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable thereunder as a "Customer" as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

 4. Governing Law. This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

THE CHASE MANHATTAN BANK, N.A.

By:

/s/

Alan Naughton

Alan Naughton

Vice President

  
 

EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEPARATELY INDIVIDUALLY

   

By:

/s/

Carmen F. Deyesu

Carmen F. Deyesu

Treasurer



Attachment A

LIST OF CUSTOMERS

T. Rowe Price Value Fund, Inc.

T. Rowe Price Capital Opportunity Fund, Inc.

T. Rowe Price International Funds, Inc. on behalf of:
 T. Rowe Price Emerging Markets Bond Fund


Attachment B

Schedule A

Page 1 of 2

LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK, N.A. DATED JANUARY 3, 1993

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT COMPANY
ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

 T. Rowe Price Balanced Fund, Inc.

 T. Rowe Price Blue Chip Growth Fund, Inc.

 T. Rowe Price Capital Appreciation Fund

 T. Rowe Price Capital Opportunity Fund, Inc.

 T. Rowe Price Dividend Growth Fund, Inc.

 T. Rowe Price Equity Income Fund

 T. Rowe Price Growth & Income Fund, Inc.

 T. Rowe Price Growth Stock Fund, Inc.

 Institutional International Funds, Inc. on behalf of:
  Foreign Equity Fund

 T. Rowe Price International Funds, Inc. on behalf of:
  T. Rowe Price European Stock Fund
  T. Rowe Price International Discovery Fund
  T. Rowe Price International Stock Fund
  T. Rowe Price Japan Fund
  T. Rowe Price Latin America Fund
  T. Rowe Price New Asia Fund

 T. Rowe Price International Series, Inc., on behalf of:
  T. Rowe Price International Stock Portfolio

 T. Rowe Price Mid-Cap Growth Fund, Inc.

 T. Rowe Price New Era Fund, Inc.

 T. Rowe Price New Horizons Fund, Inc.

 T. Rowe Price OTC Fund, Inc. on behalf of:
  T. Rowe Price OTC Fund

 T. Rowe Price Science & Technology Fund, Inc.

 T. Rowe Price Small-Cap Value Fund, Inc.

 CUNA Mutual Funds, Inc. on behalf of:
  CUNA Mutual Cornerstone Fund

 T. Rowe Price Equity Series, Inc. on behalf of:
  T. Rowe Price Equity Income Portfolio
  T. Rowe Price New America Growth Portfolio
  T. Rowe Price Personal Strategy Balanced Portfolio

 T. Rowe Price New America Growth Fund, Inc.

 T. Rowe Price Value Fund, Inc.


 Income Funds

 T. Rowe Price Adjustable Rate U.S. Government Fund, Inc.

 T. Rowe Price High Yield Fund, Inc.

 T. Rowe Price New Income Fund, Inc.

 T. Rowe Price Short-Term Bond Fund, Inc.

 T. Rowe Price Summit Funds, Inc. on behalf of:
  T. Rowe Price Summit Limited-Term Bond Fund

 T. Rowe Price International Funds, Inc. on behalf of:
  T. Rowe Price Global Government Income Fund
  T. Rowe Price International Bond Fund
  T. Rowe Price Short-Term Global Income Fund
  T. Rowe Price Emerging Markets Bond Fund

 T. Rowe Price Income Series, Inc. on behalf of:
  T. Rowe Price Limited-Term Bond Portfolio

 T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
  T. Rowe Price Personal Strategy Balanced Fund
  T. Rowe Price Personal Strategy Growth Fund
  T. Rowe Price Personal Strategy Income Fund


Attachment B

Schedule A

Page 2 of 2

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A

 T. Rowe Price Trust Company as Trustee for the
  Johnson Matthey Salaried Savings Plan

 Common Trust Funds

 T. Rowe Price Trust company, as Trustee for the International
 Common Trust Fund on behalf of the Underlying Trusts:

  Foreign Discovery Trust

  Foreign Discovery Trust-Augment

  Pacific Discovery Trust

  European Discovery Trust

  Japan Discovery Trust

  Latin American Discovery Trust

  New York City International Common Trust Fund

  

III. OTHER RPFI International Partners, L.P.

No Riders are applicable to the Customer listed under Section III of this Schedule A.


AMENDMENT AGREEMENT

 AMENDMENT AGREEMENT, dated as of May 31, 1995 (the “Amendment Agreement”) to the Global Custody Agreement, effective January 3, 1994, as amended (the “Custody Agreement”) by and between each of the Entities listed in Attachment A hereto, separately and individually (each such entity referred to hereinafter as the “Customer”) and THE CHASE MANHATTAN BANK, N.A. (the “Bank”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Section I of Schedule A of the Custody Agreement ("Schedule A") shall be amended to add and delete certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached hereto as Attachment B shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer agrees to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable thereunder as a "Customer" as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

 4. Governing Law. This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

THE CHASE MANHATTAN BANK, N.A.

By:

/s/

Alan Naughton

Alan Naughton

Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEPARATELY INDIVIDUALLY

By:

/s/

Carmen F. Deyesu

Carmen F. Deyesu

Treasurer


Attachment A

LIST OF CUSTOMERS

Add the following Fund:

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Stock Fund

Delete the following Fund:

CUNA Mutual Funds, Inc. on behalf of:
CUNA Mutual Cornerstone Fund


Attachment B

Schedule A

Page 1 of 2

LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK, N.A. DATED JANUARY 3, 1993

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT COMPANY
ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

 T. Rowe Price Balanced Fund, Inc.

 T. Rowe Price Blue Chip Growth Fund, Inc.

 T. Rowe Price Capital Appreciation Fund

 T. Rowe Price Capital Opportunity Fund, Inc.

 T. Rowe Price Dividend Growth Fund, Inc.

 T. Rowe Price Equity Income Fund

 T. Rowe Price Growth & Income Fund, Inc.

 T. Rowe Price Growth Stock Fund, Inc.

 Institutional International Funds, Inc. on behalf of:
  Foreign Equity Fund

 T. Rowe Price International Funds, Inc. on behalf of:
  T. Rowe Price European Stock Fund
  T. Rowe Price International Discovery Fund
  T. Rowe Price International Stock Fund
  T. Rowe Price Japan Fund
  T. Rowe Price Latin America Fund
  T. Rowe Price New Asia Fund
  T. Rowe Price Emerging Markets Stock Fund

 T. Rowe Price International Series, Inc., on behalf of:
  T. Rowe Price International Stock Portfolio

 T. Rowe Price Mid-Cap Growth Fund, Inc.

 T. Rowe Price New Era Fund, Inc.

 T. Rowe Price New Horizons Fund, Inc.

 T. Rowe Price OTC Fund, Inc. on behalf of:
  T. Rowe Price OTC Fund

 T. Rowe Price Science & Technology Fund, Inc.

 T. Rowe Price Small-Cap Value Fund, Inc.

 T. Rowe Price Equity Series, Inc. on behalf of:
  T. Rowe Price Equity Income Portfolio
  T. Rowe Price New America Growth Portfolio
  T. Rowe Price Personal Strategy Balanced Portfolio

 T. Rowe Price New America Growth Fund, Inc.

 T. Rowe Price Value Fund, Inc.


 Income Funds

 T. Rowe Price Adjustable Rate U.S. Government Fund, Inc.

 T. Rowe Price High Yield Fund, Inc.

 T. Rowe Price New Income Fund, Inc.

 T. Rowe Price Short-Term Bond Fund, Inc.

 T. Rowe Price Summit Funds, Inc. on behalf of:
  T. Rowe Price Summit Limited-Term Bond Fund

 T. Rowe Price International Funds, Inc. on behalf of:
  T. Rowe Price Global Government Income Fund
  T. Rowe Price International Bond Fund
  T. Rowe Price Short-Term Global Income Fund
  T. Rowe Price Emerging Markets Bond Fund

 T. Rowe Price Income Series, Inc. on behalf of:
  T. Rowe Price Limited-Term Bond Portfolio

 T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
  T. Rowe Price Personal Strategy Balanced Fund
  T. Rowe Price Personal Strategy Growth Fund
  T. Rowe Price Personal Strategy Income Fund


Attachment B

Schedule A

Page 2 of 2

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A

 T. Rowe Price Trust Company as Trustee for the
  Johnson Matthey Salaried Savings Plan

 Common Trust Funds

 T. Rowe Price Trust company, as Trustee for the International
 Common Trust Fund on behalf of the Underlying Trusts:

  Foreign Discovery Trust

  Foreign Discovery Trust-Augment

  Pacific Discovery Trust

  European Discovery Trust

  Japan Discovery Trust

  Latin American Discovery Trust

  New York City International Common Trust Fund

  

III. OTHER RPFI International Partners, L.P.

No Riders are applicable to the Customer listed under Section III of this Schedule A.


AMENDMENT AGREEMENT

 AMENDMENT AGREEMENT, dated as of November 1, 1995 (the “Amendment Agreement”) to the Global Custody Agreement, effective January 3, 1994, as amended (the “Custody Agreement”) by and between each of the Entities listed in Attachment A hereto, separately and individually (each such entity referred to hereinafter as the “Customer”) and THE CHASE MANHATTAN BANK, N.A. (the “Bank”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Section I of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to add and delete certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached hereto as Attachment B shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer agrees to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable thereunder as a "Customer" as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

 4. Governing Law. This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

  
 

THE CHASE MANHATTAN BANK, N.A.

   

By:

/s/

Alan Naughton

Alan Naughton

Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEPARATELY INDIVIDUALLY

By:

/s/

Carmen F. Deyesu

Carmen F. Deyesu

Treasurer



Attachment A

LIST OF CUSTOMERS

Add the following Funds:

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Global Stock Fund

T. Rowe Price Corporate Income Fund, Inc.

T. Rowe Price Health & Life Sciences Fund, Inc.


Attachment B

Schedule A

Page 1 of 2

LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK, N.A. DATED JANUARY 3, 1993

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

 T. Rowe Price Balanced Fund, Inc.

 T. Rowe Price Blue Chip Growth Fund, Inc.

 T. Rowe Price Capital Appreciation Fund

 T. Rowe Price Capital Opportunity Fund, Inc.

 T. Rowe Price Dividend Growth Fund, Inc.

 T. Rowe Price Equity Income Fund

 T. Rowe Price Growth & Income Fund, Inc.

 T. Rowe Price Growth Stock Fund, Inc.

 Institutional International Funds, Inc. on behalf of:
  Foreign Equity Fund

 T. Rowe Price International Funds, Inc. on behalf of:
  T. Rowe Price European Stock Fund
  T. Rowe Price International Discovery Fund
  T. Rowe Price International Stock Fund
  T. Rowe Price Japan Fund
  T. Rowe Price Latin America Fund
  T. Rowe Price New Asia Fund
  T. Rowe Price Emerging Markets Stock Fund
  T. Rowe Price Global Stock Fund

 T. Rowe Price International Series, Inc., on behalf of:
  T. Rowe Price International Stock Portfolio

 T. Rowe Price Mid-Cap Growth Fund, Inc.

 T. Rowe Price New Era Fund, Inc.

 T. Rowe Price New Horizons Fund, Inc.

 T. Rowe Price OTC Fund, Inc. on behalf of:
  T. Rowe Price OTC Fund

 T. Rowe Price Science & Technology Fund, Inc.

 T. Rowe Price Small-Cap Value Fund, Inc.

 T. Rowe Price Equity Series, Inc. on behalf of:
  T. Rowe Price Equity Income Portfolio
  T. Rowe Price New America Growth Portfolio
  T. Rowe Price Personal Strategy Balanced Portfolio

 T. Rowe Price New America Growth Fund, Inc.

 T. Rowe Price Value Fund, Inc.

 T. Rowe Price Health & Life Sciences Fund, Inc.


 Income Funds

 T. Rowe Price Adjustable Rate U.S. Government Fund, Inc.

 T. Rowe Price High Yield Fund, Inc.

 T. Rowe Price New Income Fund, Inc.

 T. Rowe Price Short-Term Bond Fund, Inc.

 T. Rowe Price Summit Funds, Inc. on behalf of:
  T. Rowe Price Summit Limited-Term Bond Fund

 T. Rowe Price International Funds, Inc. on behalf of:
  T. Rowe Price Global Government Income Fund
  T. Rowe Price International Bond Fund
  T. Rowe Price Short-Term Global Income Fund
  T. Rowe Price Emerging Markets Bond Fund

 T. Rowe Price Income Series, Inc. on behalf of:
  T. Rowe Price Limited-Term Bond Portfolio

 T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
  T. Rowe Price Personal Strategy Balanced Fund
  T. Rowe Price Personal Strategy Growth Fund
  T. Rowe Price Personal Strategy Income Fund

 T. Rowe Price Corporate Income Fund, Inc.


Attachment B

Schedule A

Page 1 of 2

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

 T. Rowe Price Trust Company as Trustee for the
  Johnson Matthey Salaried Savings Plan

 Common Trust Funds

 T. Rowe Price Trust Company, as Trustee for the International
 Common Trust Fund on behalf of the Underlying Trusts:

  Foreign Discovery Trust

  Foreign Discovery Trust-Augment

  Pacific Discovery Trust

  European Discovery Trust

  Japan Discovery Trust

  Latin American Discovery Trust

  New York City International Common Trust Fund

  

III. OTHER RPFI International Partners, L.P.

No Riders are applicable to the Customer listed under Section III of this Schedule A.


AMENDMENT AGREEMENT

 The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994, November 28, 1994, May 31, 1995, and November 1, 1995 (the “Custody Agreement”), by and between each of the Entities listed in Attachment A hereto, separately and individually (each such entity referred to hereinafter as the "Customer") and The Chase Manhattan Bank, N.A., which contracts have been assumed by operation of law by THE CHASE MANHATTAN BANK (the "Bank") is hereby further amended, as of July 31, 1996 (the "Amendment Agreement"). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Section I of Schedule A of the Custody Agreement ("Schedule A") shall be amended to add and delete certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached hereto as Attachment B shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer agrees to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable thereunder as a "Customer" as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

 4. Governing Law. This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

THE CHASE MANHATTAN BANK

By:

/s/

Caroline Wilson

Caroline Wilson

Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEPARATELY INDIVIDUALLY

By:

/s/

Carmen F. Deyesu

Carmen F. Deyesu

Treasurer


Attachment A

LIST OF CUSTOMERS

Add the following Funds:

T. Rowe Price Equity Series, Inc. on behalf of:
 T. Rowe Price Mid-Cap Growth Portfolio

T. Rowe Price Financial Services Fund, Inc.

Institutional Equity Funds, Inc. on behalf of:
 Mid-Cap Equity Growth Fund

T. Rowe Price Mid-Cap Value Fund, Inc.

T. Rowe Price Trust Company, as Trustee for the
 International Common Trust Fund on behalf of:
 Emerging Markets Equity Trust


Attachment B

Schedule A

Page 1 of 2

LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK, N.A. DATED JANUARY 3, 1994

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

 T. Rowe Price Balanced Fund, Inc.

 T. Rowe Price Blue Chip Growth Fund, Inc.

 T. Rowe Price Capital Appreciation Fund

 T. Rowe Price Capital Opportunity Fund, Inc.

 T. Rowe Price Dividend Growth Fund, Inc.

 T. Rowe Price Equity Income Fund

 T. Rowe Price Equity Series, Inc. on behalf of:
  T. Rowe Price Equity Income Portfolio
  T. Rowe Price Mid-Cap Growth Portfolio
  T. Rowe Price New America Growth Portfolio
  T. Rowe Price Personal Strategy Balanced Portfolio

 T. Rowe Price Financial Services Fund, Inc.

 T. Rowe Price Growth & Income Fund, Inc.

 T. Rowe Price Growth Stock Fund, Inc.

 T. Rowe Price Health Sciences Fund, Inc.

 Institutional Equity Funds, Inc. on behalf of:
  Mid-Cap Equity Growth Fund

 Institutional International Funds, Inc. on behalf of:
  Foreign Equity Fund

 T. Rowe Price International Funds, Inc. on behalf of:
  T. Rowe Price Emerging Markets Stock Fund
  T. Rowe Price European Stock Fund
  T. Rowe Price Global Stock Fund
  T. Rowe Price International Discovery Fund
  T. Rowe Price International Stock Fund
  T. Rowe Price Japan Fund
  T. Rowe Price Latin America Fund
  T. Rowe Price New Asia Fund

 T. Rowe Price International Series, Inc., on behalf of:
  T. Rowe Price International Stock Portfolio

 T. Rowe Price Mid-Cap Growth Fund, Inc.

 T. Rowe Price Mid-Cap Value Fund, Inc.

 T. Rowe Price New America Growth Fund

 T. Rowe Price New Era Fund, Inc.

 T. Rowe Price New Horizons Fund, Inc.

 T. Rowe Price OTC Fund, Inc. on behalf of:
  T. Rowe Price OTC Fund


 T. Rowe Price Science & Technology Fund, Inc.

 T. Rowe Price Small-Cap Value Fund, Inc.

 T. Rowe Price Value Fund, Inc.

 Income Funds

 T. Rowe Price Corporate Income Fund, Inc.

 T. Rowe Price High Yield Fund, Inc.

 T. Rowe Price Income Series, Inc. on behalf of:
  T. Rowe Price Limited-Term Bond Portfolio

 T. Rowe Price International Funds, Inc. on behalf of:
  T. Rowe Price Emerging Markets Bond Fund
  T. Rowe Price Global Government Bond Fund
  T. Rowe Price International Bond Fund
  T. Rowe Price Short-Term Global Income Fund

 T. Rowe Price New Income Fund, Inc.

 T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
  T. Rowe Price Personal Strategy Balanced Fund
  T. Rowe Price Personal Strategy Growth Fund
  T. Rowe Price Personal Strategy Income Fund

 T. Rowe Price Short-Term Bond Fund, Inc.

 T. Rowe Price Short-Term U.S. Government Fund, Inc.

 T. Rowe Price Summit Funds, Inc. on behalf of:
  T. Rowe Price Summit Limited-Term Bond Fund


  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

 T. Rowe Price Trust Company as Trustee for the
  Johnson Matthey Salaried Savings Plan

 Common Trust Funds

 T. Rowe Price Trust Company, as Trustee for the International
 Common Trust Fund on behalf of the Underlying Trusts:

  Emerging Markets Equity Trust

  European Discovery Trust

  Foreign Discovery Trust

  Foreign Discovery Trust-Augment

  Japan Discovery Trust

  Latin America Discovery Trust

  Pacific Discovery Trust

  New York City International Common Trust Fund

  

III. OTHER RPFI International Partners, L.P.

No Riders are applicable to the Customer listed under Section III of this Schedule A.


 AMENDMENT, dated July 17, 1997 to the January 3, 1994 Custody Agreement ("Agreement"), as amended July 31, 1996 ("Amendment Agreement"), by and between each of the Entities listed in Attachment B of the Amendment Agreement, separately and individually (each such entity hereinafter referred to as the "Customer"), and The Chase Manhattan Bank, N.A. whose obligations have since been adopted by The Chase Manhattan Bank ("Bank"), having a place of business at One Chase Manhattan Plaza, New York, N.Y. 10081

 It is hereby agreed as follows:

 Section 1. Except as modified hereby, the Agreement is confirmed in all respects. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Agreement.

 Section 2. The Agreement is amended as follows by adding the following as new ' 15:

 (a) "CMBI" shall mean Chase Manhattan Bank International, an indirect wholly-owned subsidiary of Bank, located in Moscow, Russia, and any nominee companies appointed by it.

 (b) "International Financial Institution" shall mean any bank in the top 1,000 (together with their affiliated companies) as measured by "Tier 1" capital or any broker/dealer in the top 100 as measured by capital.

 (c) "Negligence" shall mean the failure to exercise "Reasonable Care".

 (d) "No-Action Letter" shall mean the response of the Securities and Exchange Commission's Office of Chief Counsel of Investment Management, dated April 18, 1995, in respect of the Templeton Russia Fund, Inc. (SEC Ref. No. 95-151-CC, File No. 811-8788) providing "no- action" relief under '17(f) of the Investment Company Act of 1940, as amended, and SEC Rule 17- f5 thereunder, in connection with custody of such Templeton Russia Fund, Inc.'s investments in Russian Securities.

 (e) "Reasonable Care" shall mean the use of reasonable custodial practices under the applicable circumstances as measured by the custodial practices then prevailing in Russia of International Financial Institutions acting as custodians for their institutional investor clients in Russia.

 (f) "Registrar Company" shall mean any entity providing share registration services to an issuer of Russian Securities.

 (g) "Registrar Contact" shall mean a contract between CMBI and a Registrar Company (and as the same may be amended from time to time) containing, inter alia, the contractual provisions described at paragraphs (a)-(e) on pps. 5-6 of the No-Action Letter.

 (h) "Russian Security" shall mean a Security issued by a Russian issuer.


 (i) "Share Extract" shall mean: (i) an extract of its share registration books issued by a Registrar Company indicating an investor's ownership of a security; and (ii) a form prepared by CMBI or its agent in those cases where a Registrar Company in unwilling to issue a Share Extract.

 Section 3. Section 6(a) of the Agreement is amended by adding the following at the end thereof: "With respect to Russia, payment for Russian Securities shall not be made prior to the issuance of the Share Extract relating to such Russian Security. Delivery of Russian Securities may be made in accordance with the customary or established securities trading or securities processing practices and procedures in Russia. Delivery of Russian Securities may also be made in any manner specifically required by Instructions acceptable to the Bank. Customer shall promptly supply such transaction and settlement information as may be requested by Bank or CMBI in connection with particular transactions."

 Section 4. Section 8 of the Agreement is amended by adding a new paragraph to the end thereof as follows: "It is understood and agreed that Bank need only use its reasonable efforts with respect to performing the functions described in this '8 with respect to Russian Securities."

 Section 5. Section 12(a)(i) of the Agreement is amended with respect to Russian custody by deleting the phrase "reasonable care" wherever it appears and substituting, in lieu thereof, the phrase "Reasonable Care."

 Section 6. Section 12(a)(i) of the Agreement is further amended with respect to Russian custody by inserting the following at the end of the first sentence thereof: "provided that, with respect to Russian Securities, Bank's responsibilities shall be limited to safekeeping of relevant Share Extracts."

 Section 7. Section 12(a)(i) of the Agreement is further amended with respect to Russian custody by inserting the following after the second sentence thereof: "In connection with the foregoing, neither Bank nor CMBI shall assume responsibility for, and neither shall be liable for, any action or inaction of any Registrar Company and no Registrar Company shall be, or shall be deemed to be, Bank, CMBI, a Subcustodian, a securities depository or the employee, agent or personnel of any of the foregoing. To the extent that CMBI employs agents to perform any of the functions to be performed by Bank or CMBI with respect to Russian Securities, neither Bank nor CMBI shall be responsible for any act, omission, default or for the solvency of any such agent unless the appointment of such agent was made with Negligence or in bad faith, or for any loss due to the negligent act of such agent except to the extent that such agent performs in a negligent manner which is the cause of the loss to the Customer and the Bank or CMBI failed to exercise reasonable care in monitoring such agent's performance where Customer has requested and Bank has agreed to accept such monitoring responsibility and except that where Bank or CMBI uses (i) an affiliated nominee or (ii) an agent to perform the share registration or share confirmation functions described in paragraphs (a)-(e) on pps. 5-6 of the No-Action Letter, and, to the extent applicable to CMBI, the share registration functions described on pps. 2-3 of the No-Action Letter, Bank and CMBI shall be liable to Customer as if CMBI were responsible for performing such services itself."

 Section 8. Section 12(a)(ii) is amended with respect to Russian custody by deleting the word "negligently" and substituting, in lieu thereof, the word "Negligently."

 Section 9. Section 12(a)(iii) is amended with respect to Russian custody by deleting the word "negligence" and substituting, in lieu thereof, the word "Negligence."


 Section 10. Add a new Section 16 to the Agreement as follows:

 (a) Bank will advise Customer (and will update such advice from time to time as changes occur) of those Registrar Companies with which CMBI has entered into a Registrar Contract. Bank shall cause CMBI both to monitor each Registrar Company and to promptly advise Customer when CMBI has actual knowledge of the occurrence of any one or more of the events described in paragraphs (i)-(v) on pps. 8-9 of the No-Action Letter with respect to a Registrar Company that serves in that capacity for any issuer the shares of which are held by Customer.

 (b) Where Customer is considering investing in the Russian Securities of an issuer as to which CMBI does not have a Registrar Company, Customer may request that Bank ask that CMBI both consider whether it would be willing to attempt to enter into such a Registrar Contract and to advise Customer of its willingness to do so. Where CMBI has agreed to make such an attempt, Bank will advise Customer of the occurrence of any one or more or the events described in paragraphs (i)-(iv) on pps. 8-9 of the No-Action Letter of which CMBI has actual knowledge.

 (c) Where Customer is considering investing in the Russian Securities of an issuer as to which CMBI has a Registrar Contract with the issuer's Registrar Company, Customer may advise Bank of its interest in investing in such issuer and, in such event, Bank will advise Customer of the occurrence of any one or more of the events described in paragraphs (i)-(v) on pps. 8-9 of the No- Action Letter of which CMBI has actual knowledge.

 Section 11. Add a new Section 17 to the Agreement as follows: "Customer shall pay for and hold Bank and CMBI harmless from any liability or loss resulting from the imposition or assessment of any taxes (including, but not limited to, state, stamp and other duties) or other governmental charges, and any related expenses with respect to income on Russian Securities."

 Section 12. Add a new Section 18 to the Agreement as follows: "Customer acknowledges and agrees that CMBI may not be able, in given cases and despite its reasonable efforts, to obtain a Share Extract from a Registrar Company and CMBI shall not be liable in any such even including with respect to any losses resulting from such failure."

 Section 13. Add a new Section 19 to the Agreement as follows: "Customer acknowledges that it has received, reviewed and understands that Chase market report for Russia, including, but not limited to, the risks described therein."

 Section 14. Add a new Section 20 to the Agreement as follows: "Subject to the cooperation of a Registrar Company, for at least the first two years following CMBI's first use of a Registrar Company, Bank shall cause CMBI to conduct share confirmations on at least a quarterly basis, although thereafter confirmations may be conducted on a less frequent basis if Customer's Board of Directors, in consultation with CMBI, determines it to be appropriate."

 Section 15. Add a new Section 21 to the Agreement as follows: "Bank shall cause CMBI to prepare for distribution to Customer's Board of Directors a quarterly report identifying: (i) any concerns it has regarding the Russian share registration system that should be brought to the attention of the Board of Directors; and (ii)


the steps CMBI has taken during the reporting period to ensure that Customer's interests continue to be appropriately recorded."

 Section 16. Add a new Section 22 to the Agreement as follows: "Except as provided in new '16(b), the services to be provided by Bank hereunder will be provided only in relation to Russian Securities for which CMBI has entered into a Registrar Contract with the relevant Registrar Company."

*********************

 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

  

for EACH CUSTOMER separately and individually

THE CHASE MANHATTAN BANK

/s/Henry H. Hopkins

Henry H. Hopkins, Vice President

/s/Helen C. Bairsto

Helen C. Bairsto, Vice President


AMENDMENT AGREEMENT

 The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994, November 28, 1994, May 31, 1995, November 1, 1995, and July 31, 1996 (the "Custody Agreement"), by and between each of the Entities listed in Attachment A hereto, separately and individually (each such entity referred to hereinafter as the "Customer") and The Chase Manhattan Bank, N.A., which contracts have been assumed by operation of law by THE CHASE MANHATTAN BANK (the "Bank") is hereby further amended, as of July 23, 1997 (the "Amendment Agreement"). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Section 1 of Schedule A of the Custody Agreement ("Schedule A") shall be amended to add certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached hereto as Attachment B shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer agrees to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable thereunder as a "Customer" as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

 4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the

day and year first above written.

    
 

THE CHASE MANHATTAN BANK

By:

/s/

Caroline Wilson

Caroline Wilson

Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEPARATELY INDIVIDUALLY

By:

/s/

Carmen F. Deyesu

Carmen F. Deyesu

Treasurer


Attachment A

LIST OF CUSTOMERS

Add the following Funds:

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

T. Rowe Price Media & Telecommunications Fund, Inc.

T. Rowe Price Tax-Efficient Balanced Fund, Inc.

Change the name of the following Fund:

T. Rowe Price OTC Fund, Inc., on behalf of:
 T. Rowe Price OTC Fund

Effective May 1, 1997, the fund name changed to:
 T. Rowe Price Small-Cap Stock Fund, Inc.

Delete the following Fund:

T. Rowe Price International Funds, Inc., on behalf of:
 T. Rowe Price Short-Term Global Income Fund


Attachment B

Schedule A

Page 1 of 3

LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK
DATED JANUARY 3, 1994

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

 T. Rowe Price Balanced Fund, Inc.

 T. Rowe Price Blue Chip Growth Fund, Inc.

 T. Rowe Price Capital Appreciation Fund

 T. Rowe Price Capital Opportunity Fund, Inc.

 T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

 T. Rowe Price Dividend Growth Fund, Inc.

 T. Rowe Price Equity Income Fund

 T. Rowe Price Equity Series, Inc. on behalf of:
  T. Rowe Price Equity Income Portfolio
  T. Rowe Price Mid-Cap Growth Portfolio
  T. Rowe Price New America Growth Portfolio
  T. Rowe Price Personal Strategy Balanced Portfolio

 T. Rowe Price Financial Services Fund, Inc.

 T. Rowe Price Growth & Income Fund, Inc.

 T. Rowe Price Growth Stock Fund, Inc.

 T. Rowe Price Health Sciences Fund, Inc.

 Institutional Equity Funds, Inc. on behalf of:
  Mid-Cap Equity Growth Fund

 Institutional International Funds, Inc. on behalf of:
  Foreign Equity Fund

 T. Rowe Price International Funds, Inc. on behalf of:
  T. Rowe Price Emerging Markets Stock Fund
  T. Rowe Price European Stock Fund
  T. Rowe Price Global Stock Fund
  T. Rowe Price International Discovery Fund
  T. Rowe Price International Stock Fund
  T. Rowe Price Japan Fund
  T. Rowe Price Latin America Fund
  T. Rowe Price New Asia Fund


Attachment B

Schedule A

Page 2 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

 Equity Funds

 T. Rowe Price International Series, Inc. on behalf of:
  T. Rowe Price International Stock Portfolio

 T. Rowe Price Media & Telecommunications Fund, Inc.

 T. Rowe Price Mid-Cap Growth Fund, Inc.

 T. Rowe Price Mid-Cap Value Fund, Inc.

 T. Rowe Price New America Growth Fund

 T. Rowe Price New Era Fund, Inc.

 T. Rowe Price New Horizons Fund, Inc.

 T. Rowe Price Science & Technology Fund, Inc.

 T. Rowe Price Small-Cap Stock Fund, Inc.

 T. Rowe Price Small-Cap Value Fund, Inc.

 T. Rowe Price Value Fund, Inc.

 Income Funds

 T. Rowe Price Corporate Income Fund, Inc.

 T. Rowe Price High Yield Fund, Inc.

 T. Rowe Price Income Series, Inc. on behalf of:
  T. Rowe Price Limited-Term Bond Portfolio

 T. Rowe Price International Funds, Inc. on behalf of:
  T. Rowe Price Emerging Markets Bond Fund
  T. Rowe Price Global Government Bond Fund
  T. Rowe Price International Bond Fund

 T. Rowe Price New Income Fund, Inc.

 T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
  T. Rowe Price Personal Strategy Balanced Fund
  T. Rowe Price Personal Strategy Growth Fund
  T. Rowe Price Personal Strategy Income Fund

 T. Rowe Price Short-Term Bond Fund, Inc.

 T. Rowe Price Short-Term U.S. Government Fund, Inc.

 T. Rowe Price Summit Funds, Inc. on behalf of:
  T. Rowe Price Summit Limited-Term Bond Fund

 T. Rowe Price Tax-Efficient Balanced Fund, Inc.


Attachment B

Schedule A

Page 3 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

 T. Rowe Price Trust Company as Trustee for the
  Johnson Matthey Salaried Savings Plan

 Common Trust Funds

 T. Rowe Price Trust Company, as Trustee for the
 International Common Trust Fund on behalf of the Underlying Trusts:

  Emerging Markets Equity Trust

  European Discovery Trust

  Foreign Discovery Trust

  Foreign Discovery Trust - Augment

  Japan Discovery Trust

  Latin America Discovery Trust

  Pacific Discovery Trust

  New York City International Common Trust Fund

  

III. OTHER RPFI International Partners, L.P.

No Riders are applicable to the Customer listed under Section III of this Schedule A.


 AMENDMENT, dated July 23, 1997, to the Custody Agreement ("Agreement"), dated January 3, 1994, between The Chase Manhattan Bank (as successor to The Chase Manhattan Bank, N.A.), having an office at 270 Park Avenue, New York, NY 10017-2070 and certain T. Rowe Price funds.

 It is agreed as follows:

 1. The third line of '8 of the Agreement is deleted and the following is inserted, in lieu thereof:

 Bank shall provide proxy voting services in accordance with the terms of the proxy voting services rider ("Proxy Rider") annexed hereto as Exhibit 1. Proxy voting services may be provided by Bank or, in whole or in part, by one or more third parties appointed by Bank (which may be Affiliates of Bank).

 2. Except as modified hereby, the Agreement is confirmed in all respects.

 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

  

EACH OF THE CUSTOMERS, INDIVIDUALLY AND SEPARATELY LISTED ON SECTION 1 OF SCHEDULE A HERETO

THE CHASE MANHATTAN BANK

By:/s/Henry H. Hopkins

Henry H. Hopkins, Vice President

By:/s/Helen C. Bairsto

Helen C. Bairsto, Vice President

 

EACH OF THE CUSTOMERS, INDIVIDUALLY AND
SEPARATELY LISTED ON SECTION 2 OF
SCHEDULE A HERETO

 

By:/s/Nancy M. Morris

Nancy M. Morris

Vice President


Exhibit 1

GLOBAL PROXY SERVICE RIDER
To Global Custody Agreement
Between
THE CHASE MANHATTAN BANK
AND
Certain T. ROWE PRICE FUNDS
dated 3rd January, 1994

1. Global Proxy Services ("Proxy Services") shall be provided for the countries listed in the procedures and guidelines ("Procedures") furnished to the Customer, as the same may be amended by Bank from time to time on prior notice to Customer. The Procedures are incorporated by reference herein and form a part of this Rider.

2. Proxy Services shall consist of those elements as set forth in the Procedures, and shall include (a) notifications ("Notifications") by Bank to Customer of the dates of pending shareholder meetings, resolutions to be voted upon and the return dates as may be received by Bank or provided to Bank by its Subcustodians or third parties, and (b) voting by Bank of proxies based on Customer directions. Original proxy materials or copies thereof shall not be provided. Notifications shall generally be in English and, where necessary, shall be summarized and translated from such non- English materials as have been made available to Bank or its Subcustodian. In this respect Bank=s only obligation is to provide information from sources it believes to be reliable and/or to provide materials summarized and/or translated in good faith. Bank reserves the right to provide Notifications, or parts thereof, in the language received. Upon reasonable advance request by Customer, backup information relative to Notifications, such as annual reports, explanatory material concerning resolutions, management recommendations or other material relevant to the exercise of proxy voting rights shall be provided as available, but without translation.

3. While Bank shall attempt to provide accurate and complete Notifications, whether or not translated, Bank shall not be liable for any losses or other consequences that may result from reliance by Customer upon Notifications where Bank prepared the same in good faith.

4. Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements or otherwise under the Agreement, in performing Proxy Services

 Bank shall be acting solely as the agent of Customer, and shall not exercise any discretion with regard to such Proxy Services.

5. Proxy voting may be precluded or restricted in a variety of circumstances, including, without limitation, where the relevant Securities are: (I) on loan; (ii) at registrar for registration or reregistration; (iii) the subject of a conversion or other corporate action; (iv) not held in a name subject to the control of Bank or its Subcustodian or are otherwise held in a manner which precludes voting; (v) not capable of being voted on account of local market regulations or practices or restrictions by the issuer; or (vi) held in a margin or collateral account.


6. Customer acknowledges that in certain countries Bank may be unable to vote individual proxies but shall only be able to vote proxies on a net basis (e.g., a net yes or no vote given the voting instructions received from all customers).

7. Customer shall not make any use of the information provided hereunder, except in connection with the funds or plans covered hereby, and shall in no event sell, license, give or otherwise make the information provided hereunder available, to any third party, and shall not directly or indirectly compete with Bank or diminish the market for Proxy Services by provision of such information, in whole or in part, for compensation or otherwise, to any third party.

8. The names of Authorized Persons for Proxy Services shall be furnished to Bank in accordance with '10 of the Agreement. Proxy Services fees shall be as separately agreed.


SCHEDULE A

SECTION 1

T. Rowe Price Balanced Fund, Inc.

T. Rowe Price Blue Chip Growth Fund, Inc.

T. Rowe Price Capital Appreciation Fund

T. Rowe Price Capital Opportunity Fund, Inc.

T. Rowe Price Corporate Income Fund, Inc.

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

T. Rowe Price Dividend Growth Fund, Inc.

T. Rowe Price Equity Income Fund

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio

T. Rowe Price Financial Services Fund, Inc.

T. Rowe Price Growth & Income Fund, Inc.

T. Rowe Price Growth Stock Fund, Inc.

T. Rowe Price Health Sciences Fund, Inc.

T. Rowe Price High Yield Fund, Inc.

T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited Term Bond Portfolio

Institutional Equity Funds, Inc. on behalf of:
Mid-Cap Equity Growth Fund

T. Rowe Price Media & Telecommunications Fund, Inc.

T. Rowe Price Mid-Cap Growth Fund, Inc.

T. Rowe Price Mid-Cap Value Fund, Inc.

T. Rowe Price New America Growth Fund, Inc.

T. Rowe Price New Era Fund, Inc.

T. Rowe Price New Horizons Fund, Inc.

T. Rowe Price New Income Fund, Inc.

T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund

T. Rowe Price Science & Technology Fund, Inc.

T. Rowe Price Short-Term Bond Fund, Inc.

T. Rowe Price Short-Term U.S. Government Fund, Inc.

T. Rowe Price Small-Cap Stock Fund, Inc.

T. Rowe Price Small-Cap Value Fund, Inc.

T. Rowe Price Summit Funds, Inc. on behalf of:
T. Rowe Price Summit Limited-Term Bond Fund

T. Rowe Price Tax-Efficient Balanced Fund, Inc.

T. Rowe Price Value Fund, Inc.

SECTION 2

NYC International Common Trust Fund


 AMENDMENT, dated October 29, 1997, to the Custody Agreement ("Agreement"), dated January 3, 1994, between The Chase Manhattan Bank (as successor to The Chase Manhattan Bank, N.A.), having an office at 270 Park Avenue, New York, NY 10017-2070 and certain T. Rowe Price funds.

 It is agreed as follows:

 1. The third line of '8 of the Agreement is deleted and the following is inserted, in lieu thereof:

 Bank shall provide proxy voting services in accordance with the terms of the proxy voting services rider ("Proxy Rider") annexed hereto as Exhibit 1. Proxy voting services may be provided by Bank or, in whole or in part, by one or more third parties appointed by Bank (which may be Affiliates of Bank).

 2. Except as modified hereby, the Agreement is confirmed in all respects.

 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

  

EACH OF THE CUSTOMERS, INDIVIDUALLY AND SEPARATELY LISTED ON SECTION 1 OF SCHEDULE A HERETO

THE CHASE MANHATTAN BANK

By:/s/Henry H. Hopkins

Henry H. Hopkins, Vice President

By:/s/Helen C. Bairsto

Helen C. Bairsto, Vice President

 

EACH OF THE CUSTOMERS, INDIVIDUALLY AND
SEPARATELY LISTED ON SECTION 2 OF
SCHEDULE A HERETO

 

By:/s/Nancy M. Morris

Nancy M. Morris

Vice President


GLOBAL PROXY SERVICE RIDER
To Global Custody Agreement
Between
THE CHASE MANHATTAN BANK
AND
Certain T. ROWE PRICE FUNDS
dated 3rd January, 1994

1. Global Proxy Services (“Proxy Services”) shall be provided for the countries listed in the procedures and guidelines (“Procedures”) furnished to the Customer, as the same may be amended by Bank from time to time on prior notice to Customer. The Procedures are incorporated by reference herein and form a part of this Rider.

2. Proxy Services shall consist of those elements as set forth in the Procedures, and shall include (a) notifications (“Notifications”) by Bank to Customer of the dates of pending shareholder meetings, resolutions to be voted upon and the return dates as may be received by Bank or provided to Bank by its Subcustodians or third parties, and (b) voting by Bank of proxies based on Customer directions. Original proxy materials or copies thereof shall not be provided. Notifications shall generally be in English and, where necessary, shall be summarized and translated from such non- English materials as have been made available to Bank or its Subcustodian. In this respect Bank’s only obligation is to provide information from sources it believes to be reliable and/or to provide materials summarized and/or translated in good faith. Bank reserves the right to provide Notifications, or parts thereof, in the language received. Upon reasonable advance request by Customer, backup information relative to Notifications, such as annual reports, explanatory material concerning resolutions, management recommendations or other material relevant to the exercise of proxy voting rights shall be provided as available, but without translation.

3. While Bank shall attempt to provide accurate and complete Notifications, whether or not translated, Bank shall not be liable for any losses or other consequences that may result from reliance by Customer upon Notifications where Bank prepared the same in good faith.

4. Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements or otherwise under the Agreement, in performing Proxy Services Bank shall be acting solely as the agent of Customer, and shall not exercise any discretion with regard to such Proxy Services.

5. Proxy voting may be precluded or restricted in a variety of circumstances, including, without limitation, where the relevant Securities are: (I) on loan; (ii) at registrar for registration or reregistration; (iii) the subject of a conversion or other corporate action; (iv) not held in a name subject to the control of Bank or its Subcustodian or are otherwise held in a manner which precludes voting; (v) not capable of being voted on account of local market regulations or practices or restrictions by the issuer; or (vi) held in a margin or collateral account.

6. Customer acknowledges that in certain countries Bank may be unable to vote individual proxies but shall only be able to vote proxies on a net basis (e.g., a net yes or no vote given the voting instructions received from all customers).

7. Customer shall not make any use of the information provided hereunder, except in connection with the funds or plans covered hereby, and shall in no event sell, license, give or otherwise make the information


provided hereunder available, to any third party, and shall not directly or indirectly compete with Bank or diminish the market for Proxy Services by provision of such information, in whole or in part, for compensation or otherwise, to any third party.

8. The names of Authorized Persons for Proxy Services shall be furnished to Bank in accordance with §10 of the Agreement. Proxy Services fees shall be as separately agreed.


SCHEDULE A

SECTION 1

T. Rowe Price Balanced Fund, Inc.

T. Rowe Price Blue Chip Growth Fund, Inc.

T. Rowe Price Capital Appreciation Fund

T. Rowe Price Capital Opportunity Fund, Inc.

T. Rowe Price Corporate Income Fund, Inc.

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

T. Rowe Price Dividend Growth Fund, Inc.

T. Rowe Price Equity Income Fund

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio

T. Rowe Price Financial Services Fund, Inc.

T. Rowe Price Growth & Income Fund, Inc.

T. Rowe Price Growth Stock Fund, Inc.

T. Rowe Price Health Sciences Fund, Inc.

T. Rowe Price High Yield Fund, Inc.

T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited Term Bond Portfolio

Institutional Equity Funds, Inc. on behalf of:
Mid-Cap Equity Growth Fund

T. Rowe Price Media & Telecommunications Fund, Inc.

T. Rowe Price Mid-Cap Growth Fund, Inc.

T. Rowe Price Mid-Cap Value Fund, Inc.

T. Rowe Price New America Growth Fund, Inc.

T. Rowe Price New Era Fund, Inc.

T. Rowe Price New Horizons Fund, Inc.

T. Rowe Price New Income Fund, Inc.

T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund

T. Rowe Price Real Estate Fund, Inc.

T. Rowe Price Science & Technology Fund, Inc.

T. Rowe Price Short-Term Bond Fund, Inc.

T. Rowe Price Short-Term U.S. Government Fund, Inc.

T. Rowe Price Small-Cap Stock Fund, Inc.

T. Rowe Price Small-Cap Value Fund, Inc.

T. Rowe Price Summit Funds, Inc. on behalf of:
T. Rowe Price Summit Limited-Term Bond Fund

T. Rowe Price Tax-Efficient Balanced Fund, Inc.

T. Rowe Price Value Fund, Inc.

SECTION 2

NYC International Common Trust Fund


AMENDMENT AGREEMENT TO
RUSSIAN RIDER TO THE GLOBAL
CUSTODY AGREEMENT

 AMENDMENT to Attachment B of Global Custody Agreement dated January 3, 1994, as amended July 23, 1997, is hereby further amended as of September 3, 1997.

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Amend Attachment B to consist of the following funds when pertaining to the Russian Rider dated July 17, 1997:

  Institutional International Funds, Inc., on behalf of:
   Foreign Equity Fund

  T. Rowe Price International Funds, Inc. on behalf of:
   T. Rowe Price Emerging Markets Bond Fund
   T. Rowe Price Emerging Markets Stock Fund
   T. Rowe Price European Stock Fund
   T. Rowe Price Global Government Bond Fund
   T. Rowe Price Global Stock Fund
   T. Rowe Price International Bond Fund
   T. Rowe Price International Discovery Fund
   T. Rowe Price International Stock Fund
   T. Rowe Price Japan Fund
   T. Rowe Price Latin America Fund
   T. Rowe Price New Asia Fund

  T. Rowe Price International Series, Inc. on behalf of:
   T. Rowe Price International Stock Portfolio

 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

  

THE CHASE MANHATTAN BANK

EACH OF THE PARTIES LISTED ABOVE

By:/s/Helen C. Bairsto

Helen C. Bairsto, Vice President

By:/s/Henry H. Hopkins

Henry H. Hopkins, Vice President


AMENDMENT AGREEMENT

 The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994, November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, and July 23, 1997 (the "Custody Agreement"), by and between each of the Entities listed in Attachment A hereto, separately and individually (each such entity referred to hereinafter as the "Customer") and The Chase Manhattan Bank, N.A., which contracts have been assumed by operation of law by THE CHASE MANHATTAN BANK (the "Bank") is hereby further amended, as of October 29, 1997 (the "Amendment Agreement"). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Section 1 of Schedule A of the Custody Agreement ("Schedule A") shall be amended to add certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached hereto as Attachment B shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer agrees to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable thereunder as a “Customer” as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

 4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

THE CHASE MANHATTAN BANK

By:

/s/

Helen C. Bairsto

Helen C. Bairsto

Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEPARATELY INDIVIDUALLY

By:

/s/

Carmen F. Deyesu

Carmen F. Deyesu

Treasurer


Attachment A

LIST OF CUSTOMERS

Add the following Fund:

T. Rowe Price Real Estate Fund, Inc.


Attachment B

Schedule A

Page 1 of 3

LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK
DATED JANUARY 3, 1994

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

 T. Rowe Price Balanced Fund, Inc.

 T. Rowe Price Blue Chip Growth Fund, Inc.

 T. Rowe Price Capital Appreciation Fund

 T. Rowe Price Capital Opportunity Fund, Inc.

 T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

 T. Rowe Price Dividend Growth Fund, Inc.

 T. Rowe Price Equity Income Fund

 T. Rowe Price Equity Series, Inc. on behalf of:
  T. Rowe Price Equity Income Portfolio
  T. Rowe Price Mid-Cap Growth Portfolio
  T. Rowe Price New America Growth Portfolio
  T. Rowe Price Personal Strategy Balanced Portfolio

 T. Rowe Price Financial Services Fund, Inc.

 T. Rowe Price Growth & Income Fund, Inc.

 T. Rowe Price Growth Stock Fund, Inc.

 T. Rowe Price Health Sciences Fund, Inc.

 Institutional Equity Funds, Inc. on behalf of:
  Mid-Cap Equity Growth Fund

 Institutional International Funds, Inc. on behalf of:
  Foreign Equity Fund

 T. Rowe Price International Funds, Inc. on behalf of:
  T. Rowe Price Emerging Markets Stock Fund
  T. Rowe Price European Stock Fund
  T. Rowe Price Global Stock Fund
  T. Rowe Price International Discovery Fund
  T. Rowe Price International Stock Fund
  T. Rowe Price Japan Fund
  T. Rowe Price Latin America Fund
  T. Rowe Price New Asia Fund


Attachment B

Schedule A

Page 2 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

 Equity Funds

 T. Rowe Price International Series, Inc. on behalf of:
  T. Rowe Price International Stock Portfolio

 T. Rowe Price Media & Telecommunications Fund, Inc.

 T. Rowe Price Mid-Cap Growth Fund, Inc.

 T. Rowe Price Mid-Cap Value Fund, Inc.

 T. Rowe Price New America Growth Fund

 T. Rowe Price New Era Fund, Inc.

 T. Rowe Price New Horizons Fund, Inc.

 T. Rowe Price Real Estate Fund, Inc.

 T. Rowe Price Science & Technology Fund, Inc.

 T. Rowe Price Small-Cap Stock Fund, Inc.

 T. Rowe Price Small-Cap Value Fund, Inc.

 T. Rowe Price Value Fund, Inc.

 Income Funds

 T. Rowe Price Corporate Income Fund, Inc.

 T. Rowe Price High Yield Fund, Inc.

 T. Rowe Price Income Series, Inc. on behalf of:
  T. Rowe Price Limited-Term Bond Portfolio

 T. Rowe Price International Funds, Inc. on behalf of:
  T. Rowe Price Emerging Markets Bond Fund
  T. Rowe Price Global Government Bond Fund
  T. Rowe Price International Bond Fund

 T. Rowe Price New Income Fund, Inc.

 T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
  T. Rowe Price Personal Strategy Balanced Fund
  T. Rowe Price Personal Strategy Growth Fund
  T. Rowe Price Personal Strategy Income Fund

 T. Rowe Price Short-Term Bond Fund, Inc.

 T. Rowe Price Short-Term U.S. Government Fund, Inc.

 T. Rowe Price Summit Funds, Inc. on behalf of:
  T. Rowe Price Summit Limited-Term Bond Fund

 T. Rowe Price Tax-Efficient Balanced Fund, Inc.


Attachment B

Schedule A

Page 3 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

 T. Rowe Price Trust Company as Trustee for the
  Johnson Matthey Salaried Employee Savings Plan

 Common Trust Funds

 T. Rowe Price Trust Company, as Trustee for the
  International Common Trust Fund on behalf of the Underlying Trusts:

  Emerging Markets Equity Trust
  European Discovery Trust
  Foreign Discovery Trust
  Foreign Discovery Trust - Augment
  Japan Discovery Trust
  Latin America Discovery Trust
  Pacific Discovery Trust
  New York City International Common Trust Fund

  

III. OTHER RPFI International Partners, L.P.

No Riders are applicable to the Customer listed under Section III of this Schedule A.


AMENDMENT AGREEMENT

 The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994, November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, and October 29, 1997 (the “Custody Agreement”), by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and The Chase Manhattan Bank, N.A., which contracts have been assumed by operation of law by THE CHASE MANHATTAN BANK (the “Bank”) is hereby further amended, as of December 15, 1998 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Sections 1 and 3 of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to add or change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer agrees to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable thereunder as a “Customer” as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

 4. Governing Law. This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

THE CHASE BANK MANHATTAN BANK

By:

/s/

Joseph M. Rondinelli

Joseph M. Rondinelli

Vice President

  
 

EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEPARATELY INDIVIDUALLY

   

By:

/s/

Henry H. Hopkins

Henry H. Hopkins

Vice President



Attachment A

LIST OF CUSTOMERS

Change the name of the following Fund:

 T. Rowe Price Global Government Bond Fund

Effective May 1, 1998, the fund name changed to:
 T. Rowe Price Global Bond Fund

Add the following Fund:

T. Rowe Price International Funds, Inc. on behalf of:
 T. Rowe Price International Growth & Income Fund

Add the following Funds to the Russian Rider:

T. Rowe Price International Funds, Inc. on behalf of:
 T. Rowe Price International Growth & Income Fund

RPFI International Partners, L.P.


Schedule A

Page 1 of 3

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK
DATED JANUARY 3, 1994

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

  

T. Rowe Price Balanced Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Blue Chip Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Capital Appreciation Fund

Global Proxy Service Rider

T. Rowe Price Capital Opportunity Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Dividend Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Equity Income Fund

Global Proxy Service Rider

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Equity Income Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio



Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Financial Services Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth & Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Health Sciences Fund, Inc.

Global Proxy Service Rider

Institutional Equity Funds, Inc. on behalf of:
Mid-Cap Equity Growth Fund

Global Proxy Service Rider

Institutional International Funds, Inc. on behalf of:
Foreign Equity Fund

Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund


Russian Rider
Russian Rider
Russian Rider
Russian Rider


  

T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund

Russian Rider
Russian Rider
Russian Rider
Russian Rider
Russian Rider

T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio


Russian Rider

T. Rowe Price Media & Telecommunications Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New America Growth Fund

Global Proxy Service Rider

T. Rowe Price New Era Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New Horizons Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Estate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Science & Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Value Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 2 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

 Income Funds

  

T. Rowe Price Corporate Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price High Yield Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio


Global Proxy Service Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Global Bond Fund
T. Rowe Price International Bond Fund


Russian Rider
Russian Rider
Russian Rider

T. Rowe Price New Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Short-Term Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Short-Term U.S. Government Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Summit Funds, Inc. on behalf of:
T. Rowe Price Summit Limited-Term Bond Fund


Global Proxy Service Rider

T. Rowe Price Tax-Efficient Balanced Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 3 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

 T. Rowe Price Trust Company, as Trustee for the
 Johnson Matthey Salaried Employee Savings Plan

 Common Trust Funds

 T. Rowe Price Trust Company, as Trustee for the International
 Common Trust Fund on behalf of the Underlying Trusts:

  Emerging Markets Equity Trust
  European Discovery Trust
  Foreign Discovery Trust
  Foreign Discovery Trust - Augment
  Japan Discovery Trust
  Latin America Discovery Trust
  Pacific Discovery Trust

  

New York City International Common Trust Fund

Global Proxy Service Rider

  

III. OTHER RPFI International Partners, L.P.

Russian Rider


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994, November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October 29, 1997 and December 15, 1998 (the “Custody Agreement”) by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and The Chase Manhattan Bank, N.A., whose contracts have been assumed by THE CHASE MANHATTAN BANK (the “Bank”) is hereby further amended, as of October 6, 1999 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Sections I, II and III of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to add or change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a “Customer” and “Bank,” respectively, as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

 4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

THE CHASE BANK MANHATTAN BANK

By:

/s/

Joseph M. Rondinelli

Joseph M. Rondinelli

Vice President

  
 

EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEPARATELY INDIVIDUALLY

   

By:

/s/

Henry H. Hopkins

Henry H. Hopkins

Vice President



Attachment A

Page 1 of 2

LIST OF CUSTOMERS

Change the name of the following Fund:

 T. Rowe Price Tax-Efficient Balanced Fund, Inc.

Effective May 27, 1999, the fund name changed to:

 T. Rowe Price Tax-Efficient Funds, Inc., on behalf of
  T. Rowe Price Tax-Efficient Balanced Fund

Add the following Fund:

T. Rowe Price Tax-Efficient Funds, Inc., on behalf of:
 T. Rowe Price Tax-Efficient Growth Fund

Add the following Trusts:

T. Rowe Price Trust Company, as Trustee for the International
Common Trust Fund, on behalf of the Underlying Trusts:

 Foreign Discovery Trust - B

 International Small-Cap Trust

Delete the following Trust:

New York City International Common Trust Fund

Add the following Funds/Trusts/Limited Partnerships to the Global Proxy Service Rider:

T. Rowe Price Equity Series, Inc.
 T. Rowe Price Equity Income Portfolio

T. Rowe Price Tax-Efficient Funds, Inc., on behalf of
 T. Rowe Price Tax-Efficient Growth Fund

Institutional International Funds, Inc., on behalf of
 Foreign Equity Fund


Attachment A

Page 2 of 2

T. Rowe Price International Funds, Inc., on behalf of
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Emerging Markets Bond Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price Global Bond Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Bond Fund
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price New Asia Fund

T. Rowe Price International Series, Inc., on behalf of
 T. Rowe Price International Stock Portfolio

T. Rowe Price Trust Company, as Trustee for the International
Common Trust Fund on behalf of the Underlying Trusts:

 Emerging Markets Equity Trust
 European Discovery Trust
 Foreign Discovery Trust
 Foreign Discovery Trust - Augment
 Foreign Discovery Trust - B
 International Small-Cap Trust
 Japan Discovery Trust
 Latin America Discovery Trust
 Pacific Discovery Trust

RPFI International Partners, L.P.


Schedule A

Page 1 of 3

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK
DATED JANUARY 3, 1994

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

  

T. Rowe Price Balanced Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Blue Chip Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Capital Appreciation Fund

Global Proxy Service Rider

T. Rowe Price Capital Opportunity Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Dividend Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Equity Income Fund

Global Proxy Service Rider

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Equity Income Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Financial Services Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth & Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Health Sciences Fund, Inc.

Global Proxy Service Rider

Institutional Equity Funds, Inc. on behalf of:
Mid-Cap Equity Growth Fund

Global Proxy Service Rider

Institutional International Funds, Inc. on behalf of:
Foreign Equity Fund


Global Proxy Service Rider and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund


Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider


  

T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund

Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider

T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio


Global Proxy Service Rider and Russian Rider

T. Rowe Price Media & Telecommunications Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New America Growth Fund

Global Proxy Service Rider

T. Rowe Price New Era Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New Horizons Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Estate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Science & Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Value Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 2 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

 Income Funds

  

T. Rowe Price Corporate Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price High Yield Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio


Global Proxy Service Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Global Bond Fund
T. Rowe Price International Bond Fund


Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider

T. Rowe Price New Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Short-Term Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Short-Term U.S. Government Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Summit Funds, Inc. on behalf of:
T. Rowe Price Summit Limited-Term Bond Fund


Global Proxy Service Rider

T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund


Global Proxy Service Rider
Global Proxy Service Rider


Schedule A

Page 3 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

 T. Rowe Price Trust Company, as Trustee for the
 Johnson Matthey Salaried Employee Savings Plan

 Common Trust Funds

 T. Rowe Price Trust Company, as Trustee for the International
 Common Trust Fund on behalf of the Underlying Trusts:

  

Emerging Markets Equity Trust

Global Proxy Service Rider

European Discovery Trust

Global Proxy Service Rider

Foreign Discovery Trust

Global Proxy Service Rider

Foreign Discovery Trust - Augment

Global Proxy Service Rider

Foreign Discovery Trust - B

Global Proxy Service Rider

International Small-Cap Trust

Global Proxy Service Rider

Japan Discovery Trust

Global Proxy Service Rider

Latin America Discovery Trust

Global Proxy Service Rider

Pacific Discovery Trust

Global Proxy Service Rider

  

III. OTHER RPFI International Partners, L.P.

Global Proxy Service and Russian Rider


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994, November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October 29, 1997, December 15, 1998 and October 6, 1999 (the “Custody Agreement”) by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and The Chase Manhattan Bank, N.A., whose contracts have been assumed by THE CHASE MANHATTAN BANK (the “Bank”) is hereby further amended, as of February 9, 2000 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Sections I, II and III of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to add or change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a “Customer” and “Bank,” respectively, as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

 4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

THE CHASE BANK MANHATTAN BANK

By:

/s/

Joseph M. Rondinelli

Joseph M. Rondinelli

Vice President

  
 

EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEPARATELY INDIVIDUALLY

   

By:

/s/

Henry H. Hopkins

Henry H. Hopkins

Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Funds:

Institutional Equity Funds, Inc., on behalf of:
 Institutional Large-Cap Value Fund
 Institutional Small-Cap Stock Fund

Add the following Funds to the Global Proxy Service Rider:

Institutional Equity Funds, Inc., on behalf of
 Institutional Large-Cap Value Fund
 Institutional Small-Cap Stock Fund


Schedule A

Page 1 of 3

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK
DATED JANUARY 3, 1994

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

  

T. Rowe Price Balanced Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Blue Chip Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Capital Appreciation Fund

Global Proxy Service Rider

T. Rowe Price Capital Opportunity Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Dividend Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Equity Income Fund

Global Proxy Service Rider

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Equity Income Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Financial Services Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth & Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Health Sciences Fund, Inc.

Global Proxy Service Rider

Institutional Equity Funds, Inc. on behalf of:
Institutional Large-Cap Value Fund
Institutional Small-Cap Stock Fund
Mid-Cap Equity Growth Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

Institutional International Funds, Inc. on behalf of:
Foreign Equity Fund


Global Proxy Service Rider and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Stock Fund


Global Proxy Service Rider and Russian Rider


  

T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund

Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider

T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio


Global Proxy Service Rider and Russian Rider

T. Rowe Price Media & Telecommunications Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New America Growth Fund

Global Proxy Service Rider

T. Rowe Price New Era Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New Horizons Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Estate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Science & Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Value Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 2 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

 Income Funds

  

T. Rowe Price Corporate Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price High Yield Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio


Global Proxy Service Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Global Bond Fund
T. Rowe Price International Bond Fund


Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider

T. Rowe Price New Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Short-Term Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Short-Term U.S. Government Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Summit Funds, Inc. on behalf of:
T. Rowe Price Summit Limited-Term Bond Fund


Global Proxy Service Rider

T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund


Global Proxy Service Rider
Global Proxy Service Rider


Schedule A

Page 3 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

 T. Rowe Price Trust Company, as Trustee for the
 Johnson Matthey Salaried Employee Savings Plan

 Common Trust Funds

 T. Rowe Price Trust Company, as Trustee for the International
 Common Trust Fund on behalf of the Underlying Trusts:

  

Emerging Markets Equity Trust

Global Proxy Service Rider

European Discovery Trust

Global Proxy Service Rider

Foreign Discovery Trust

Global Proxy Service Rider

Foreign Discovery Trust - Augment

Global Proxy Service Rider

Foreign Discovery Trust - B

Global Proxy Service Rider

International Small-Cap Trust

Global Proxy Service Rider

Japan Discovery Trust

Global Proxy Service Rider

Latin America Discovery Trust

Global Proxy Service Rider

Pacific Discovery Trust

Global Proxy Service Rider

  

III. OTHER RPFI International Partners, L.P.

Global Proxy Service and Russian Rider


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994, November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October 29, 1997, December 15, 1998, October 6, 1999 and February 9, 2000 (the “Custody Agreement”) by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and The Chase Manhattan Bank, N.A., whose contracts have been assumed by THE CHASE MANHATTAN BANK (the “Bank”) is hereby further amended, as of April 19, 2000 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Sections I, II and III of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to add or change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a “Customer” and “Bank,” respectively, as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

 4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

THE CHASE BANK MANHATTAN BANK

By:

/s/

Joseph M. Rondinelli

Joseph M. Rondinelli

Vice President

  
 

EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEPARATELY INDIVIDUALLY

   

By:

/s/

Henry H. Hopkins

Henry H. Hopkins

Vice President



Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Fund:

T. Rowe Price International Funds, Inc., on behalf of:
 T. Rowe Price Emerging Europe & Mediterranean Fund

Add the following Fund to the Global Proxy Service and Russian Rider:

T. Rowe Price International Funds, Inc., on behalf of:
 T. Rowe Price Emerging Europe & Mediterranean Fund


Schedule A

Page 1 of 3

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK
DATED JANUARY 3, 1994

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

  

T. Rowe Price Balanced Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Blue Chip Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Capital Appreciation Fund

Global Proxy Service Rider

T. Rowe Price Capital Opportunity Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Dividend Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Equity Income Fund

Global Proxy Service Rider

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Equity Income Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Financial Services Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth & Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Health Sciences Fund, Inc.

Global Proxy Service Rider

Institutional Equity Funds, Inc. on behalf of:
Institutional Large-Cap Value Fund
Institutional Small-Cap Stock Fund
Mid-Cap Equity Growth Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

Institutional International Funds, Inc. on behalf of:
Foreign Equity Fund


Global Proxy Service Rider and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Stock Fund


Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider


  

T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund

Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider

T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio


Global Proxy Service Rider and Russian Rider

T. Rowe Price Media & Telecommunications Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New America Growth Fund

Global Proxy Service Rider

T. Rowe Price New Era Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New Horizons Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Estate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Science & Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Value Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 2 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

 Income Funds

  

T. Rowe Price Corporate Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price High Yield Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Income Series, Inc. on behalf of:

T. Rowe Price Limited-Term Bond Portfolio

Global Proxy Service Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Global Bond Fund
T. Rowe Price International Bond Fund


Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider

T. Rowe Price New Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Personal Strategy Funds, Inc. on behalf of
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Short-Term Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Short-Term U.S. Government Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Summit Funds, Inc. on behalf of:
T. Rowe Price Summit Limited-Term Bond Fund

Global Proxy Service Rider

T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund


Global Proxy Service Rider
Global Proxy Service Rider


Schedule A

Page 3 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

 T. Rowe Price Trust Company, as Trustee for the
 Johnson Matthey Salaried Employee Savings Plan

 Common Trust Funds

 T. Rowe Price Trust Company, as Trustee for the International
 Common Trust Fund on behalf of the Underlying Trusts:

  

Emerging Markets Equity Trust

Global Proxy Service Rider

European Discovery Trust

Global Proxy Service Rider

Foreign Discovery Trust

Global Proxy Service Rider

Foreign Discovery Trust - Augment

Global Proxy Service Rider

Foreign Discovery Trust - B

Global Proxy Service Rider

International Small-Cap Trust

Global Proxy Service Rider

Japan Discovery Trust

Global Proxy Service Rider

Latin America Discovery Trust

Global Proxy Service Rider

Pacific Discovery Trust

Global Proxy Service Rider

  

III. OTHER RPFI International Partners, L.P.

Global Proxy Service and Russian Rider


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994, November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October 29, 1997, December 15, 1998, October 6, 1999, February 9, 2000 and April 19, 2000 (the “Custody Agreement”) by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and The Chase Manhattan Bank, N.A., whose contracts have been assumed by THE CHASE MANHATTAN BANK (the “Bank”) is hereby further amended, as of July 18, 2000 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Sections I, II and III of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to add or change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a “Customer” and “Bank,” respectively, as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

 4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

THE CHASE BANK MANHATTAN BANK

By:

/s/

Joseph M. Rondinelli

Joseph M. Rondinelli

Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEPARATELY INDIVIDUALLY

By:

/s/

Henry H. Hopkins

Henry H. Hopkins

Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Funds:

Equity Funds

T. Rowe Price Developing Technologies Fund, Inc.

T. Rowe Price Global Technology Fund, Inc.

Income Fund

T. Rowe Price U.S. Bond Index Fund, Inc.

T. Rowe Price Trust Company, as Trustee for the International
 Common Trust Fund on behalf of the Underlying Trusts:

  India Trust

  Taiwan Trust

Add the following Funds to the Global Proxy Service Rider:

Equity Funds

T. Rowe Price Developing Technologies Fund, Inc.

T. Rowe Price Global Technology Fund, Inc.

Income Fund

T. Rowe Price U.S. Bond Index Fund, Inc.

T. Rowe Price Trust Company, as Trustee for the International
 Common Trust Fund on behalf of the Underlying Trusts:

  India Trust

  Taiwan Trust


Schedule A

Page 1 of 3

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK
DATED JANUARY 3, 1994

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

  

T. Rowe Price Balanced Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Blue Chip Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Capital Appreciation Fund

Global Proxy Service Rider

T. Rowe Price Capital Opportunity Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Developing Technologies Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Dividend Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Equity Income Fund

Global Proxy Service Rider

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Equity Income Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Financial Services Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Global Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth & Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Health Sciences Fund, Inc.

Global Proxy Service Rider

Institutional Equity Funds, Inc. on behalf of:
Institutional Large-Cap Value Fund
Institutional Small-Cap Stock Fund
Mid-Cap Equity Growth Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

Institutional International Funds, Inc. on behalf of:
Foreign Equity Fund


Global Proxy Service Rider and Russian Rider


  

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund


Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider

T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio


Global Proxy Service Rider and Russian Rider

T. Rowe Price Media & Telecommunications Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New America Growth Fund

Global Proxy Service Rider

T. Rowe Price New Era Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New Horizons Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Estate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Science & Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Value Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 2 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

 Income Funds

  

T. Rowe Price Corporate Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price High Yield Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio


Global Proxy Service Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Global Bond Fund
T. Rowe Price International Bond Fund


Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider

T. Rowe Price New Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Short-Term Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Short-Term U.S. Government Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Summit Funds, Inc. on behalf of:
T. Rowe Price Summit Limited-Term Bond Fund


Global Proxy Service Rider

T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund


Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price U.S. Bond Index Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 3 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

 T. Rowe Price Trust Company, as Trustee for the
 Johnson Matthey Salaried Employee Savings Plan

 Common Trust Funds

 T. Rowe Price Trust Company, as Trustee for the International
 Common Trust Fund on behalf of the Underlying Trusts:

  

Emerging Markets Equity Trust

Global Proxy Service Rider

European Discovery Trust

Global Proxy Service Rider

Foreign Discovery Trust

Global Proxy Service Rider

Foreign Discovery Trust - Augment

Global Proxy Service Rider

Foreign Discovery Trust - B

Global Proxy Service Rider

India Trust

Global Proxy Service Rider

International Small-Cap Trust

Global Proxy Service Rider

Japan Discovery Trust

Global Proxy Service Rider

Latin America Discovery Trust

Global Proxy Service Rider

Pacific Discovery Trust

Global Proxy Service Rider

Taiwan Trust

Global Proxy Service Rider

  

III. OTHER RPFI International Partners, L.P.

Global Proxy Service and Russian Rider


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994, November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October 29, 1997, December 15, 1998, October 6, 1999, February 9, 2000, April 19, 2000 and July 18, 2000 (the “Custody Agreement”) by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and The Chase Manhattan Bank, N.A., whose contracts have been assumed by THE CHASE MANHATTAN BANK (the “Bank”) is hereby further amended, as of October 25, 2000 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Sections I, II and III of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to add or change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a “Customer” and “Bank,” respectively, as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

 4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

THE CHASE BANK MANHATTAN BANK

By:

/s/

Joseph M. Rondinelli

Joseph M. Rondinelli

Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEPARATELY INDIVIDUALLY

By:

/s/

Henry H. Hopkins

Henry H. Hopkins

Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Funds:

Equity Funds

T. Rowe Price Equity Series, Inc. on behalf of:
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Health Sciences Portfolio

T. Rowe Price International Index Fund, Inc. on behalf of:
 T. Rowe Price International Equity Index Fund

Income Fund

T. Rowe Price Tax-Efficient Funds, Inc., on behalf of:
 T. Rowe Price Tax-Efficient Multi-Cap Growth Fund

Delete the following Funds/Trusts:

Income Funds:

T. Rowe Price International Funds, Inc. on behalf of:
 T. Rowe Price Global Bond Fund

T. Rowe Price Short-Term U.S. Government Fund, Inc.

T. Rowe Price Summit Funds, Inc., on behalf of:
 T. Rowe Price Summit Limited-Term Bond Fund

Common Trust Funds:

T. Rowe Price Trust Company, as Trustee for the International
Common Trust Fund on behalf of the Underlying Trusts:

 European Discovery Trust

 Foreign Discovery Trust-Augment

 Latin America Discovery Trust

 Pacific Discovery Trust


Other:

RPFI International Partners, L.P.

Add the following Funds to the Global Proxy Service Rider:

Equity Funds

T. Rowe Price Equity Series, Inc. on behalf of:
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Health Sciences Portfolio

Income Fund

T. Rowe Price Tax-Efficient Funds, Inc., on behalf of:
 T. Rowe Price Tax-Efficient Multi-Cap Growth Fund

Delete the following Funds/Trusts from the Global Proxy Service Rider:

Income Funds:

T. Rowe Price Short-Term U.S. Government Fund, Inc.

T. Rowe Price Summit Funds, Inc., on behalf of:
 T. Rowe Price Summit Limited-Term Bond Fund

Common Trust Funds:

T. Rowe Price Trust Company, as Trustee for the International
Common Trust Fund on behalf of the Underlying Trusts:

 European Discovery Trust

 Foreign Discovery Trust-Augment

 Latin America Discovery Trust

 Pacific Discovery Trust

Add the following Fund to the Global Proxy Service and Russian Rider

Equity Fund

T. Rowe Price International Index Fund, Inc. on behalf of:
 T. Rowe Price International Equity Index Fund


Delete the following Fund/Other from the Global Proxy Service and Russian Rider:

Income Funds:

T. Rowe Price International Funds, Inc., on behalf of:
 T. Rowe Price Global Bond Fund

Other:

RPFI International Partners, L.P.


Schedule A

Page 1 of 3

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK
DATED JANUARY 3, 1994

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

  

T. Rowe Price Balanced Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Blue Chip Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Capital Appreciation Fund

Global Proxy Service Rider

T. Rowe Price Capital Opportunity Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Developing Technologies Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Dividend Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Equity Income Fund

Global Proxy Service Rider

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Financial Services Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Global Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth & Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Health Sciences Fund, Inc.

Global Proxy Service Rider

Institutional Equity Funds, Inc. on behalf of:
Institutional Large-Cap Value Fund
Institutional Small-Cap Stock Fund
Mid-Cap Equity Growth Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider


  

Institutional International Funds, Inc. on behalf of:
Foreign Equity Fund


Global Proxy Service Rider and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund


Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider

T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund


Global Proxy Service Rider and Russian Rider

T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio


Global Proxy Service Rider and Russian Rider

T. Rowe Price Media & Telecommunications Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New America Growth Fund

Global Proxy Service Rider

T. Rowe Price New Era Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New Horizons Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Estate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Science & Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Value Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 2 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

 Income Funds

  

T. Rowe Price Corporate Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price High Yield Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio

Global Proxy Service Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price International Bond Fund


Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider

T. Rowe Price New Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Short-Term Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price U.S. Bond Index Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 3 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

 T. Rowe Price Trust Company, as Trustee for the
 Johnson Matthey Salaried Employee Savings Plan

 Common Trust Funds

 T. Rowe Price Trust Company, as Trustee for the International
 Common Trust Fund on behalf of the Underlying Trusts:

  

Emerging Markets Equity Trust

Global Proxy Service Rider

Foreign Discovery Trust

Global Proxy Service Rider

Foreign Discovery Trust - B

Global Proxy Service Rider

India Trust

Global Proxy Service Rider

International Small-Cap Trust

Global Proxy Service Rider

Japan Discovery Trust

Global Proxy Service Rider

Taiwan Trust

Global Proxy Service Rider


 AMENDMENT, dated April 25, 2001 to the January 3, 1994 custody agreement (“Agreement”), between each of the T. Rowe Price Funds, severally and not jointly, set forth on Appendix 2 (“Customer”), having a place of business at 100 East Pratt Street, Baltimore, Maryland 21202, and The Chase Manhattan Bank (“Bank”), having a place of business at 270 Park Ave., New York, N.Y. 10017- 2070.

 It is hereby agreed as follows:

 Section 1. Except as modified hereby, the Agreement is confirmed in all respects. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Agreement.

 Section 2. The Agreement is amended by deleting the investment company rider thereto and inserting, in lieu thereof, the following investment company rider:

 1. “Add new Section 15 to the Agreement as follows:

 15. Compliance with Securities and Exchange Commission rule 17f-5 ("rule 17f-5").

 (a) Customer’s board of directors (or equivalent body) (hereinafter “Board”) hereby delegates to Bank, and Bank hereby accepts the delegation to it of, the obligations set forth in rule SEC rule 17f-5(c)(1)-(3) to perform as Customer’s “Foreign Custody Manager” (as that term is defined in rule 17f-5(a)(3)), including for the purposes of (i) selecting Eligible Foreign Custodians (as that term is defined in rule 17f-5(a)(1), as the same may be amended from time to time, or are otherwise deemed an Eligible Foreign Custodian pursuant to an SEC exemptive order, rule other appropriate SEC action) to hold Customer’s Foreign Assets, (ii) evaluating the contractual arrangements with such Eligible Foreign Custodians (as set forth in rule 17f-5(c)(2)); and (iii) monitoring such foreign custody arrangements (as set forth in rule 17f-5(c)(3)).

 (b) In connection with the foregoing, Bank shall:

(i) provide written reports notifying Customer’s Board of the placement and withdrawal of Foreign Assets with particular Eligible Foreign Custodians and of any material change in the arrangements with such Eligible Foreign Custodians, with such reports to be provided to Customer’s Board at such times as the Board deems reasonable and appropriate based on the circumstances of Customer’s foreign custody arrangements but until further notice from Customer requesting a different schedule, such reports shall be provided not less than quarterly in summary form, with a more detailed report annually.

(ii) exercise such reasonable care, prudence and diligence in performing as Customer’s Foreign Custody Manager as a person having responsibility for the safekeeping of Foreign Assets would exercise;

(iii) in selecting each Eligible Foreign Custodian, determine that Foreign Assets placed and maintained in the safekeeping of such Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such Foreign Assets, including, without limitation, those factors set forth in rule 17f-5(c)(1)(i)-(iv);


(iv) determine that the written contract with the Eligible Foreign Custodian will (a) satisfy the requirements of rule 17f- 5(c)(2), and (b) provide reasonable care for Foreign Assets based on the standards specified in 17-5(c)(1); and

(v) establish a system to monitor (i) the continued appropriateness of maintaining Foreign Assets with particular Eligible Foreign Custodians and (ii) the performance of the contract governing the custody arrangements; it being understood, however, that in the event that Bank shall have determined that an existing Eligible Foreign Custodian in a given country would no longer meet the requirements of rule 17f-5(c), Bank shall determine whether any other Eligible Foreign Custodian in that country would meet such requirements. In the event that another Eligible Foreign Custodian does so meet the requirements, Bank shall withdraw the Foreign Assets from the custody of the incumbent Eligible Foreign Custodian and deposit them with the other Eligible Foreign Custodian as soon as reasonably practicable, and promptly advise Customer of such withdrawal and deposit. If Bank shall determine that no other Eligible Foreign Custodian in that country would meet the requirements of rule 17f- 5(c), Bank shall so advise Customer and shall then act in accordance with the Instructions of Customer with respect to the disposition of the affected Foreign Assets.

Subject to (b)(i)-(v) above, Bank is hereby authorized to place and maintain Foreign Assets on behalf of Customer with Eligible Foreign Custodians pursuant to a written contract deemed appropriate by Bank.

 (c) Except as expressly provided herein and in Section 16 hereof, Customer shall be solely responsible to assure that the maintenance of Foreign Assets hereunder complies with the rules, regulations, interpretations and exemptive orders promulgated by or under the authority of the SEC.

 (d) Bank represents to Customer that it is a U.S. Bank as defined in rule 17f-5(a)(7). Customer represents to Bank that: (1) the Assets being placed and maintained in Bank's custody are subject to the Investment Company Act of 1940, as amended (the “1940 Act”) as the same may be amended from time to time; (2) its Board (or other governing body) has determined that it is reasonable to rely on Bank to perform as Customer’s Foreign Custody Manager; and (3) its Board (or other governing body) or its investment adviser shall have determined that Customer may maintain Foreign Assets in each country in which Customer’s Foreign Assets shall be held hereunder and determined to accept the risks arising therefrom (including, but not limited to, a country’s financial infrastructure, prevailing custody and settlement practices, laws applicable to the safekeeping and recovery of Foreign Assets held in custody, and the likelihood of nationalization, currency controls and the like) (collectively ("Country Risk")). Nothing contained herein shall require Bank to make any selection on behalf of Customer that would entail consideration of Country Risk and, except as may be provided in (e) below, to engage in any monitoring of Country Risk.

 (e) Bank shall provide to Customer such information relating to Country Risk as is specified in Appendix 1-A hereto. Customer hereby acknowledges that: (i) such information is solely designed to inform Customer of market conditions and procedures and is not intended as a recommendation to invest or not invest in particular markets; and (ii) Bank has gathered the information from sources it considers reliable, but that Bank shall have no responsibility for inaccuracies or incomplete information.

 2. Add the following after the first sentence of Section 3 of the Agreement:

At the request of Customer, Bank may, but need not, add to Schedule A an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity.


 3. Add the following language to the end of Section 3 of the Agreement:

 The term Subcustodian as used herein shall mean the following:

 (a) a U.S. bank as defined in rule 17f-5(a)(7); and

 (b) an "Eligible Foreign Custodian," which, as defined in rule 17f-5(a)(1) and (5), shall mean (i) a banking institution or trust company, incorporated or organized under the laws of a country other than the United States, that is regulated as such by that country's government or an agency thereof, and (ii) a majority-owned direct or indirect subsidiary of a U.S. Bank or bank holding company which subsidiary is incorporated or organized under the laws of a country other than the United States. In addition, an Eligible Foreign Custodian shall also mean any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.

 (c) For purposes of provisions of the Agreement imposing liability on Bank, the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager or, for purposes of clarity, any securities depository.”

 4. Add the following language to the end of the first sentence of Section 4(d) of the Agreement: “or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws.”

 5. Add a new Section 16 to the Agreement as follows:

 16. Compliance with Securities and Exchange Commission rule 17f-7 ("rule 17f-7").

 (a) Bank shall, for consideration by Customer or Customer’s investment adviser, provide an analysis in accordance with rule 17f-7(a)(1)(i)(A) of the custody risks associated with maintaining Customer’s Foreign Assets with each Eligible Securities Depository used by Bank as of the date hereof (or, in the case of an Eligible Securities Depository not used by Bank as of the date hereof, prior to the initial placement of Customer’s Foreign Assets at such Depository) and at which any Foreign Assets of Customer are held or are expected to be held. The foregoing analysis will be provided to Customer at Bank’s Website. In connection with the foregoing, Customer shall notify Bank of any Eligible Securities Depositories at which it does not choose to have its Foreign Assets held. Bank shall monitor the custody risks associated with maintaining Customer’s Foreign Assets at each such Eligible Securities Depository on a continuing basis and shall promptly notify (which may be electronic) Customer or its adviser of any material changes in such risks in accordance with rule 17f-7(a)(1)(i)(B).

 (b) Bank shall exercise reasonable care, prudence and diligence in performing the requirements set forth in Section 16(a) above. The risk analysis of an Eligible Securities Depository provided under paragraph 16(a) shall take account of the specific rules of a given depository and shall, to the extent reasonably practicable, generally consider: (1) the Depository’s expertise and market reputation; (2) the quality of the Depository’s services; (3) the Depository’s financial strength; (4) any insurance or indemnification


arrangements; (5) the extent and quality of regulation and independent examination of the Depository; (6) the Depository’s standing in published ratings; (7) the Depository’s internal controls and other procedures for safeguarding assets; and (8) any related legal protections.

 (c) Based on the information available to it in the exercise of diligence, Bank shall determine the eligibility under rule 17f-7 of each depository before including it on Appendix 1-B hereto and shall promptly advise Customer if any Eligible Securities Depository ceases to be eligible. (Eligible Securities Depositories used by Bank as of the date hereof are set forth in Appendix 1-B hereto, and as the same may be amended on notice to Customer from time to time.)

 (d) Bank need not commence performing any of the duties set forth in this Section 16 prior to March 31, 2001, but Bank shall advise Customer if it is prepared to commence such duties prior to such date as to particular depositories.

 7. Add the following language to the end of Section 3 of the Agreement:

 The term “securities depository” as used herein when referring to a securities depository located outside the U.S. shall mean an “Eligible Securities Depository” which, in turn, shall have the same meaning as in rule 17f-7(b)(1)(i)-(vi) as the same may be amended from time to time, or that has otherwise been made exempt by an SEC exemptive order, rule or other appropriate SEC action, except that prior to the compliance date with rule 17f-7 for a particular securities depository the term “securities depositories” shall be as defined in (a)(1)(ii)-(iii) of the 1997 amendments to rule 17f-5. The term “securities depository” as used herein when referring to a securities depository located in the U.S. shall mean a “securities depository” as defined in SEC rule 17f-4(a).

*********************

 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

  

[Each of the severally and not jointly, set forth on Appendix 2 [Customer]

THE CHASE MANHATTAN BANK

/s/Henry H. Hopkins By:_____________________

Name: Henry H. Hopkins

Title:Vice President

Date: 4/26/01

/s/Paul D. Hopkins

By:_____________________

Name: Paul D. Hopkins

Title: Vice President

Date: 5/15/01


Appendix 1-A

Information Regarding Country Risk

 1. To aid Customer in its determinations regarding Country Risk, Bank shall furnish annually and upon the initial placing of Foreign Assets into a country the following information (check items applicable):

A Opinions of local counsel concerning:

___ i. Whether applicable foreign law would restrict the access afforded Customer’s independent public accountants to books and records kept by an Eligible Foreign Custodian located in that country.

___ ii. Whether applicable foreign law would restrict the Customer's ability to recover its assets in the event of the bankruptcy of an Eligible Foreign Custodian located in that country.

___ iii. Whether applicable foreign law would restrict the Customer's ability to recover assets that are lost while under the control of an Eligible Foreign Custodian located in the country.

B. Written information concerning:

___ i. The likelihood of expropriation, nationalization, freezes, or confiscation of Customer's assets.

___ ii. Whether difficulties in converting Customer's cash and cash equivalents to U.S. dollars are reasonably foreseeable.

C. A market report with respect to the following topics:

(i) securities regulatory environment, (ii) foreign ownership restrictions, (iii) foreign exchange, (iv) securities settlement and registration, (v) taxation, (vi) market settlement risk, (vii) Eligible Securities Depositories (including Depository evaluation), if any.

 2. Bank shall furnish the following additional information:

 Market flashes, including with respect to changes in the information in market reports.


Appendix 1-B

ELIGIBLE SECURITIES DEPOSITORIES


APPENDIX 2

T. ROWE PRICE INVESTMENT COMPANIES

T. Rowe Price Balanced Fund, Inc.

T. Rowe Price Blue Chip Growth Fund, Inc.

T. Rowe Price Capital Appreciation Fund

T. Rowe Price Capital Opportunity Fund, Inc.

T. Rowe Price Developing Technologies Fund, Inc.

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

T. Rowe Price Dividend Growth Fund, Inc.

T. Rowe Price Equity Income Fund

T. Rowe Price Equity Series, Inc.
 T. Rowe Price Equity Income Portfolio
 T. Rowe Price Mid-Cap Growth Portfolio
 T. Rowe Price New America Growth Portfolio
 T. Rowe Price Personal Strategy Balanced Portfolio
 T. Rowe Price Blue Chip Growth Portfolio
 T. Rowe Price Health Sciences Portfolio

T. Rowe Price Financial Services Fund, Inc.

T. Rowe Price Global Technology Fund, Inc.

T. Rowe Price Growth & Income Fund, Inc.

T. Rowe Price Growth Stock Fund, Inc.

T. Rowe Price Health Sciences Fund, Inc.

Institutional International Funds, Inc.
 Foreign Equity Fund

T. Rowe Price International Funds, Inc.
 T. Rowe Price International Discovery Fund
 T. Rowe Price International Stock Fund
 T. Rowe Price European Stock Fund
 T. Rowe Price New Asia Fund
 T. Rowe Price Japan Fund
 T. Rowe Price Latin America Fund
 T. Rowe Price Emerging Markets Stock Fund
 T. Rowe Price Global Stock Fund
 T. Rowe Price International Growth & Income Fund
 T. Rowe Price Emerging Europe & Mediterranean Fund
 T. Rowe Price International Bond Fund
 T. Rowe Price Emerging Markets Bond Fund


T. Rowe Price International Index Fund, Inc.
 T. Rowe Price International Equity Index Fund

T. Rowe Price International Series, Inc.
 T. Rowe Price International Stock Portfolio

T. Rowe Price Mid-Cap Growth Fund, Inc.

T. Rowe Price Mid-Cap Value Fund, Inc.

T. Rowe Price New America Growth Fund

T. Rowe Price New Era Fund, Inc.

T. Rowe Price New Horizons Fund, Inc.

T. Rowe Price Real Estate Fund, Inc.

T. Rowe Price Small-Cap Stock Fund, Inc.

T. Rowe Price Science & Technology Fund, Inc.

T. Rowe Price Small-Cap Value Fund, Inc.

T. Rowe Price Value Fund, Inc.

T. Rowe Price Media & Telecommunications Fund, Inc.

T. Rowe Price Corporate Income Fund, Inc.

T. Rowe Price Fixed Income Series, Inc.
 T. Rowe Price Limited-Term Bond Portfolio

T. Rowe Price High Yield Fund, Inc.

T. Rowe Price New Income Fund, Inc.

T. Rowe Price Personal Strategy Funds, Inc.
 T. Rowe Price Personal Strategy Balanced Fund
 T. Rowe Price Personal Strategy Growth Fund
 T. Rowe Price Personal Strategy Income Fund

T. Rowe Price Short-Term Bond Fund, Inc.

T. Rowe Price Tax-Efficient Funds, Inc.
 T. Rowe Price Tax-Efficient Balanced Fund
 T. Rowe Price Tax-Efficient Growth Fund
 T. Rowe Price Tax-Efficient Multi-Cap Growth Fund

T. Rowe Price U.S. Bond Index Fund, Inc.

Institutional Equity Funds, Inc. on behalf of:
 Institutional Mid-Cap Equity Growth Fund
 Institutional Large-Cap Value Fund
 Institutional Small-Cap Stock Fund


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994, November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October 29, 1997, December 15, 1998, October 6, 1999, February 9, 2000, April 19, 2000, July 18, 2000, and October 25, 2000 (the “Custody Agreement”) by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and The Chase Manhattan Bank, N.A., whose contracts have been assumed by THE CHASE MANHATTAN BANK (the “Bank”) is hereby further amended, as of July 24, 2001 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Sections I, II and III of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to add or change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a “Customer” and “Bank,” respectively, as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

THE CHASE BANK MANHATTAN BANK

By:

/s/

Paul D. Hopkins

Paul D. Hopkins

Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEPARATELY INDIVIDUALLY

By:

/s/

Henry H. Hopkins

Henry H. Hopkins

Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Fund:

Equity Funds

Institutional Equity Funds, Inc. on behalf of:
 Institutional Large-Cap Growth Fund

Add the following Fund to the Global Proxy Service Rider:

Equity Funds

Institutional Equity Funds, Inc. on behalf of:
 Institutional Large-Cap Growth Fund


Schedule A

Page 1 of 3

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK
DATED JANUARY 3, 1994, AS AMENDED

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

  

T. Rowe Price Balanced Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Blue Chip Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Capital Appreciation Fund

Global Proxy Service Rider

T. Rowe Price Capital Opportunity Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Developing Technologies Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Dividend Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Equity Income Fund

Global Proxy Service Rider

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Financial Services Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Global Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth & Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Health Sciences Fund, Inc.

Global Proxy Service Rider

Institutional Equity Funds, Inc. on behalf of:
Institutional Large-Cap Growth Fund
Institutional Large-Cap Value Fund
Institutional Small-Cap Stock Fund
Mid-Cap Equity Growth Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider


  

Institutional International Funds, Inc. on behalf of:
Foreign Equity Fund


Global Proxy Service Rider and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund


Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider

T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund


Global Proxy Service Rider and Russian Rider

T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio


Global Proxy Service Rider and Russian Rider

T. Rowe Price Media & Telecommunications Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New America Growth Fund

Global Proxy Service Rider

T. Rowe Price New Era Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New Horizons Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Estate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Science & Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Value Fund, Inc.

Global Proxy Service Rider

 Income Funds

  

T. Rowe Price Corporate Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price High Yield Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio


Global Proxy Service Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price International Bond Fund

Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider

T. Rowe Price New Income Fund, Inc.

Global Proxy Service Rider


  

T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Short-Term Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price U.S. Bond Index Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 3 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

 T. Rowe Price Trust Company, as Trustee for the
 Johnson Matthey Salaried Employee Savings Plan

 Common Trust Funds

 T. Rowe Price Trust Company, as Trustee for the International
 Common Trust Fund on behalf of the Underlying Trusts:

  

Emerging Markets Equity Trust

Global Proxy Service Rider

Foreign Discovery Trust

Global Proxy Service Rider

Foreign Discovery Trust - B

Global Proxy Service Rider

India Trust

Global Proxy Service Rider

International Small-Cap Trust

Global Proxy Service Rider

Japan Discovery Trust

Global Proxy Service Rider

Taiwan Trust

Global Proxy Service Rider


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994, November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October 29, 1997, December 15, 1998, October 6, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000 and July 24, 2001 (the “Custody Agreement”) by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of April 24, 2002 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Sections I, II and III of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to add or change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a “Customer” and “Bank,” respectively, as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

 4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

JPMORGAN CHASE BANK

By:

/s/

Helen C. Bairsto

Helen C. Bairsto

Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEPARATELY INDIVIDUALLY

By:

/s/

Henry H. Hopkins

Henry H. Hopkins

Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Fund:

Income Funds

T. Rowe Price Institutional Income Funds, Inc. on behalf of:
 T. Rowe Price Institutional High Yield Fund

Add the following Fund to the Global Proxy Service Rider:

Income Funds

T. Rowe Price Institutional Income Funds, Inc. on behalf of:
 T. Rowe Price Institutional High Yield Fund


Schedule A

Page 1 of 3

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK
DATED JANUARY 3, 1994

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

  

T. Rowe Price Balanced Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Blue Chip Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Capital Appreciation Fund

Global Proxy Service Rider

T. Rowe Price Capital Opportunity Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Developing Technologies Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Dividend Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Equity Income Fund

Global Proxy Service Rider

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Financial Services Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Global Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth & Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Health Sciences Fund, Inc.

Global Proxy Service Rider


  

Institutional Equity Funds, Inc. on behalf of:
Institutional Large-Cap Growth Fund
Institutional Large-Cap Value Fund
Institutional Small-Cap Stock Fund
Mid-Cap Equity Growth Fund

Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

Institutional International Funds, Inc. on behalf of:
Foreign Equity Fund


Global Proxy Service Rider and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund


Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider

T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund


Global Proxy Service Rider and Russian Rider

T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio


Global Proxy Service Rider and Russian Rider

T. Rowe Price Media & Telecommunications Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New America Growth Fund

Global Proxy Service Rider

T. Rowe Price New Era Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New Horizons Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Estate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Science & Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Value Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 2 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

 Income Funds

  

T. Rowe Price Corporate Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price High Yield Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio


Global Proxy Service Rider

T. Rowe Price Institutional Income Funds, Inc., on behalf of:
T. Rowe Price Institutional High Yield Fund


Global Proxy Service Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price International Bond Fund


Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider

T. Rowe Price New Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Short-Term Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price U.S. Bond Index Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 3 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

 T. Rowe Price Trust Company, as Trustee for the
 Johnson Matthey Salaried Employee Savings Plan

 Common Trust Funds

 T. Rowe Price Trust Company, as Trustee for the International
 Common Trust Fund on behalf of the Underlying Trusts:

  

Emerging Markets Equity Trust

Global Proxy Service Rider

Foreign Discovery Trust

Global Proxy Service Rider

Foreign Discovery Trust - B

Global Proxy Service Rider

India Trust

Global Proxy Service Rider

International Small-Cap Trust

Global Proxy Service Rider

Japan Discovery Trust

Global Proxy Service Rider

Taiwan Trust

Global Proxy Service Rider


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994, November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October 29, 1997, December 15, 1998, October 6, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, July 24, 2001 and April 24, 2002 (the “Custody Agreement”) by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of July 24, 2002 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Sections I, II and III of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to add or change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a “Customer” and “Bank,” respectively, as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

 4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

JPMORGAN CHASE BANK

By:

/s/

Helen C. Bairsto

Helen C. Bairsto

Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEPARATELY INDIVIDUALLY

By:

/s/

Henry H. Hopkins

Henry H. Hopkins

Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Funds:

Equity Funds

T. Rowe Price Institutional International Funds, Inc., on behalf of:
 T. Rowe Price Institutional Emerging Markets Equity Fund

Income Funds

T. Rowe Price Inflation Protected Bond Fund, Inc.

Add the following Fund to the Global Proxy Service Rider:

Income Funds

T. Rowe Price Inflation Protected Bond Fund, Inc.

Add the following Fund to the Global Proxy Service and Russian Rider

Equity Funds

T. Rowe Price Institutional International Funds, Inc., on behalf of:
 T. Rowe Price Institutional Emerging Markets Equity Fund


Schedule A

Page 1 of 3

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK
DATED JANUARY 3, 1994

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

  

T. Rowe Price Balanced Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Blue Chip Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Capital Appreciation Fund

Global Proxy Service Rider

T. Rowe Price Capital Opportunity Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Developing Technologies Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Dividend Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Equity Income Fund

Global Proxy Service Rider

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Financial Services Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Global Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth & Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Health Sciences Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Institutional Equity Funds, Inc. on behalf of:
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Value Fund
T. Rowe Price Institutional Small-Cap Stock Fund
T. Rowe Price Mid-Cap Equity Growth Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider


  

T. Rowe Price Institutional International Funds, Inc. on behalf of:
T. Rowe Price Institutional Emerging Markets Fund
T. Rowe Price Institutional Foreign Equity Fund


Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund


Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider

T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund


Global Proxy Service Rider and Russian Rider

T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio


Global Proxy Service Rider and Russian Rider

T. Rowe Price Media & Telecommunications Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New America Growth Fund

Global Proxy Service Rider

T. Rowe Price New Era Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New Horizons Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Estate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Science & Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Value Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 2 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

 Income Funds

  

T. Rowe Price Corporate Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price High Yield Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio


Global Proxy Service Rider

T. Rowe Price Inflation Protected Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Institutional Income Funds, Inc., on behalf of:
T. Rowe Price Institutional High Yield Fund


Global Proxy Service Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price International Bond Fund


Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider

T. Rowe Price New Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Short-Term Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price U.S. Bond Index Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 3 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

 T. Rowe Price Trust Company, as Trustee for the
 Johnson Matthey Salaried Employee Savings Plan

 Common Trust Funds

 T. Rowe Price Trust Company, as Trustee for the International
 Common Trust Fund on behalf of the Underlying Trusts:

  

Emerging Markets Equity Trust

Global Proxy Service Rider

Foreign Discovery Trust

Global Proxy Service Rider

Foreign Discovery Trust - B

Global Proxy Service Rider

India Trust

Global Proxy Service Rider

International Small-Cap Trust

Global Proxy Service Rider

Japan Discovery Trust

Global Proxy Service Rider

Taiwan Trust

Global Proxy Service Rider


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994, November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October 29, 1997, December 15, 1998, October 6, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, July 24, 2001, April 24, 2002 and July 24, 2002 (the “Custody Agreement”) by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of July 23, 2003 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

  WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement;

  NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Sections I, II and III of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to add or change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a “Customer” and “Bank,” respectively, as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

 

 4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

JPMORGAN CHASE BANK

By:

/s/

Andrew Lawson

Andrew Lawson

Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEPARATELY INDIVIDUALLY

By:

/s/

Henry H. Hopkins

Henry H. Hopkins

Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Fund:

Equity Funds:

T. Rowe Price Institutional Equity Funds, Inc., on behalf of:
 T. Rowe Price Institutional Large-Cap Core Growth Fund

Add the following Fund to the Global Proxy Service Rider:

Equity Funds:

T. Rowe Price Institutional Equity Funds, Inc., on behalf of:
 T. Rowe Price Institutional Large-Cap Core Growth Fund


Schedule A

Page 1 of 3

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK
DATED JANUARY 3, 1994

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT COMPANY
ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

  

T. Rowe Price Balanced Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Blue Chip Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Capital Appreciation Fund

Global Proxy Service Rider

T. Rowe Price Capital Opportunity Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Developing Technologies Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Dividend Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Equity Income Fund

Global Proxy Service Rider

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Financial Services Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Global Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth & Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Health Sciences Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Institutional Equity Funds, Inc. on behalf of:
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 Small-Cap Stock Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider


  

T. Rowe Price Mid-Cap Equity Growth Fund

Global Proxy Service Rider

T. Rowe Price Institutional International Funds, Inc. on behalf of:
T. Rowe Price Institutional Emerging Markets Fund
T. Rowe Price Institutional Foreign Equity Fund


Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund


Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider

T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund


Global Proxy Service Rider and Russian Rider

T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio


Global Proxy Service Rider and Russian Rider

T. Rowe Price Media & Telecommunications Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New America Growth Fund

Global Proxy Service Rider

T. Rowe Price New Era Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New Horizons Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Estate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Science & Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Value Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 2 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

 Income Funds

  

T. Rowe Price Corporate Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price High Yield Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio


Global Proxy Service Rider

T. Rowe Price Inflation Protected Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Institutional Income Funds, Inc., on behalf of:
T. Rowe Price Institutional High Yield Fund


Global Proxy Service Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price International Bond Fund


Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider

T. Rowe Price New Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Short-Term Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price U.S. Bond Index Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 3 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

 T. Rowe Price Trust Company, as Trustee for the
 Johnson Matthey Salaried Employee Savings Plan

 Common Trust Funds

 T. Rowe Price Trust Company, as Trustee for the International
 Common Trust Fund on behalf of the Underlying Trusts:

  

Emerging Markets Equity Trust

Global Proxy Service Rider

Foreign Discovery Trust

Global Proxy Service Rider

Foreign Discovery Trust - B

Global Proxy Service Rider

India Trust

Global Proxy Service Rider

International Small-Cap Trust

Global Proxy Service Rider

Japan Discovery Trust

Global Proxy Service Rider

Taiwan Trust

Global Proxy Service Rider


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994, November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October 29, 1997, December 15, 1998, October 6, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, July 24, 2001, April 24, 2002, July 24, 2002 and July 23, 2003 (the “Custody Agreement”) by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of October 22, 2003 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

  WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement;

  NOW, THEREFORE, the parties hereto agree as follows:

  1.  Amendment. Sections I, II and III of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to add or change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

  2.  Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a “Customer” and “Bank,” respectively, as defined in the Custody Agreement.


  3.  Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

 4.  Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.

  IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

JPMORGAN CHASE BANK

By:

/s/

Andrew Lawson

Andrew Lawson

Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEPARATELY INDIVIDUALLY

By:

/s/

Henry H. Hopkins

Henry H. Hopkins

Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Fund:

Equity Funds:

T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.

Add the following Fund to the Global Proxy Service Rider:

Equity Funds:

T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.


Schedule A

Page 1 of 3

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK
DATED JANUARY 3, 1994

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

  

T. Rowe Price Balanced Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Blue Chip Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Capital Appreciation Fund

Global Proxy Service Rider

T. Rowe Price Capital Opportunity Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Developing Technologies Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Dividend Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Equity Income Fund

Global Proxy Service Rider

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Financial Services Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Global Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth & Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Health Sciences Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Institutional Equity Funds, Inc. on behalf of:
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


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider


  

T. Rowe Price Institutional Small-Cap Stock Fund
T. Rowe Price Mid-Cap Equity Growth Fund

Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Institutional International Funds, Inc. on behalf of:
T. Rowe Price Institutional Emerging Markets Fund
T. Rowe Price Institutional Foreign Equity Fund


Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund


Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider

T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund


Global Proxy Service Rider and Russian Rider

T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio


Global Proxy Service Rider and Russian Rider

T. Rowe Price Media & Telecommunications Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New America Growth Fund

Global Proxy Service Rider

T. Rowe Price New Era Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New Horizons Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Estate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Science & Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Value Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 2 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

 Income Funds

  

T. Rowe Price Corporate Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price High Yield Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio


Global Proxy Service Rider

T. Rowe Price Inflation Protected Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Institutional Income Funds, Inc., on behalf of:
T. Rowe Price Institutional High Yield Fund


Global Proxy Service Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price International Bond Fund


Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider

T. Rowe Price New Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Short-Term Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price U.S. Bond Index Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 3 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

 T. Rowe Price Trust Company, as Trustee for the
 Johnson Matthey Salaried Employee Savings Plan

 Common Trust Funds

 T. Rowe Price Trust Company, as Trustee for the International
 Common Trust Fund on behalf of the Underlying Trusts:

  

Emerging Markets Equity Trust

Global Proxy Service Rider

Foreign Discovery Trust

Global Proxy Service Rider

Foreign Discovery Trust - B

Global Proxy Service Rider

India Trust

Global Proxy Service Rider

International Small-Cap Trust

Global Proxy Service Rider

Japan Discovery Trust

Global Proxy Service Rider

Taiwan Trust

Global Proxy Service Rider


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994, November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October 29, 1997, December 15, 1998, October 6, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, July 24, 2001, April 24, 2002, July 24, 2002, July 23, 2003 and October 22, 2003 (the “Custody Agreement”) by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of September 20, 2004 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

  WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement;

  NOW, THEREFORE, the parties hereto agree as follows:

  1. Amendment. Sections I, II and III of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to add or change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

  2. Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a “Customer” and “Bank,” respectively, as defined in the Custody Agreement.

  3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

  4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


  IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

JPMORGAN CHASE BANK

By:

/s/

Andrew Lawson

Andrew Lawson

Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEPARATELY INDIVIDUALLY

By:

/s/

Henry H. Hopkins

Henry H. Hopkins

Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Fund:

Income Funds:

T. Rowe Price Institutional Income Funds, Inc., on behalf of:

 T. Rowe Price Institutional Core Plus Fund

Add the following Fund to the Global Proxy Service Rider:

Equity Funds:

T. Rowe Price Institutional Income Funds, Inc., on behalf of:

 T. Rowe Price Institutional Core Plus Fund


Schedule A

Page 1 of 3

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK
DATED JANUARY 3, 1994

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

  

T. Rowe Price Balanced Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Blue Chip Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Capital Appreciation Fund

Global Proxy Service Rider

T. Rowe Price Capital Opportunity Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Developing Technologies Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Dividend Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Equity Income Fund

Global Proxy Service Rider

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Financial Services Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Global Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth & Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Health Sciences Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Institutional Equity Funds, Inc. on behalf of:
T. Rowe Price Institutional Large-Cap Core Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund


Global Proxy Service Rider
Global Proxy Service Rider


  

T. Rowe Price Institutional Large-Cap Value Fund
T. Rowe Price Institutional Small-Cap Stock Fund
T. Rowe Price Mid-Cap Equity Growth Fund

Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Institutional International Funds, Inc. on behalf of:
T. Rowe Price Institutional Emerging Markets Fund
T. Rowe Price Institutional Foreign Equity Fund


Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund


Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider

T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund


Global Proxy Service Rider and Russian Rider

T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio


Global Proxy Service Rider and Russian Rider

T. Rowe Price Media & Telecommunications Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New America Growth Fund

Global Proxy Service Rider

T. Rowe Price New Era Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New Horizons Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Estate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Science & Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Value Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 3 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

 Income Funds

  

T. Rowe Price Corporate Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price High Yield Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio

Global Proxy Service Rider

T. Rowe Price Inflation Protected Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Institutional Income Funds, Inc., on behalf of:
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional High Yield Fund


Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price International Bond Fund


Global Proxy Service Rider and Russian Rider Global Proxy Service Rider and Russian Rider

T. Rowe Price New Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Short-Term Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price U.S. Bond Index Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 3 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

 T. Rowe Price Trust Company, as Trustee for the
 Johnson Matthey Salaried Employee Savings Plan

 Common Trust Funds

 T. Rowe Price Trust Company, as Trustee for the International
 Common Trust Fund on behalf of the Underlying Trusts:

  

Emerging Markets Equity Trust

Global Proxy Service Rider

Foreign Discovery Trust

Global Proxy Service Rider

Foreign Discovery Trust - B

Global Proxy Service Rider

India Trust

Global Proxy Service Rider

International Small-Cap Trust

Global Proxy Service Rider

Japan Discovery Trust

Global Proxy Service Rider

Taiwan Trust

Global Proxy Service Rider


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of December 14, 2005 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

  WHEREAS, the Customer has appointed the Bank as its global custodian and the Bank has accepted such appointment pursuant to the terms of the Custody Agreement;

  NOW, THEREFORE, the parties hereto agree as follows:

  1. Amendment. Sections I and II of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to add certain Customers as specified in Attachment A hereto to the Russian Rider dated July 17, 1997. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

  2. Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a “Customer” and “Bank,” respectively, as defined in the Custody Agreement.

  3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

  4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


  IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

JPMORGAN CHASE BANK

By:

/s/

Andrew Lawson

Andrew Lawson

Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN SCHEDULE A HERETO, SEPARATELY INDIVIDUALLY

By:

/s/

Henry H. Hopkins

Henry H. Hopkins

Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Fund to the Russian Rider:

Equity Funds:

T. Rowe Price Blue Chip Growth Fund, Inc.

T. Rowe Price Developing Technologies Fund, Inc.

T. Rowe Price Equity Series, Inc. on behalf of:
 T. Rowe Price Blue Chip Growth Portfolio

T. Rowe Price Global Technology Fund, Inc.

T. Rowe Price Media & Telecommunications Fund, Inc.


Schedule A

Page 1 of 3

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK
DATED JANUARY 3, 1994

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

  

T. Rowe Price Balanced Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Blue Chip Growth Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Capital Appreciation Fund

Global Proxy Service Rider

T. Rowe Price Capital Opportunity Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Developing Technologies Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Dividend Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Equity Income Fund

Global Proxy Service Rider

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio


Global Proxy Service and Russian Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Financial Services Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Global Technology Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Growth & Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Health Sciences Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Institutional Equity Funds, Inc. on behalf of:
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


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider


  

T. Rowe Price Institutional Small-Cap Stock Fund
T. Rowe Price Mid-Cap Equity Growth Fund

Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Institutional International Funds, Inc. on behalf of:
T. Rowe Price Institutional Emerging Markets Fund
T. Rowe Price Institutional Foreign Equity Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund


Global Proxy Service and Russian Rider

T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio


Global Proxy Service and Russian Rider

T. Rowe Price Media & Telecommunications Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New America Growth Fund

Global Proxy Service Rider

T. Rowe Price New Era Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New Horizons Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Estate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Science & Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Value Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 2 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

 Income Funds

  

T. Rowe Price Corporate Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price High Yield Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio


Global Proxy Service Rider

T. Rowe Price Inflation Protected Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Institutional Income Funds, Inc., on behalf of:
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional High Yield Fund


Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price International Bond Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price New Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Short-Term Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price U.S. Bond Index Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 3 of 3

  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

 T. Rowe Price Trust Company, as Trustee for the
 Johnson Matthey Salaried Employee Savings Plan

 Common Trust Funds

 T. Rowe Price Trust Company, as Trustee for the International
 Common Trust Fund on behalf of the Underlying Trusts:

  

Emerging Markets Equity Trust

Global Proxy Service Rider

Foreign Discovery Trust

Global Proxy Service Rider

Foreign Discovery Trust - B

Global Proxy Service Rider

India Trust

Global Proxy Service Rider

International Small-Cap Trust

Global Proxy Service Rider

Japan Discovery Trust

Global Proxy Service Rider

Taiwan Trust

Global Proxy Service Rider


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, April 18, 1994, August 15, 1994, November 8, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October 29, 1997, December 15, 1998, October 6, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, July 24, 2001, April 24, 2002, July 24, 2002, July 23, 2003 and October 22, 2003, September 20, 2004 and December 14, 2005 (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of April 19, 2006 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

  WHEREAS, the Customer has appointed the Bank as its global custodian and the Bank has accepted such appointment pursuant to the terms of the Custody Agreement;

  NOW, THEREFORE, the parties hereto agree as follows:

  1. Amendment. Sections I and II of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to add certain Customers as specified in Attachment A hereto to the Russian Rider dated July 17, 1997. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

  2. Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a “Customer” and “Bank,” respectively, as defined in the Custody Agreement.


  3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

  4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.

  IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

JPMORGAN CHASE BANK

By:

/s/

Andrew Lawson

Andrew Lawson

Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN SCHEDULE A HERETO, SEPARATELY INDIVIDUALLY

By:

/s/

Henry H. Hopkins

Henry H. Hopkins

Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Fund:

Equity Funds

T. Rowe Price Institutional International Funds, Inc., on behalf of
 T. Rowe Price Institutional Global Equity Fund

Add the following Fund to the Global Service Proxy Rider:

Equity Funds:

T. Rowe Price Institutional International Funds, Inc., on behalf of
 T. Rowe Price Institutional Global Equity Fund

Add the following Funds to the Russian Rider:

Equity Funds:

T. Rowe Price Balanced Fund, Inc.

T. Rowe Price Personal Strategy Funds, Inc., on behalf of
 T. Rowe Price Personal Strategy Balanced Fund,
 T. Rowe Price Personal Strategy Growth Fund and
 T. Rowe Price Personal Strategy Income Fund

T. Rowe Price Equity Series, Inc. on behalf of:
 T. Rowe Price Personal Strategy Balanced Portfolio

T. Rowe Price Institutional International Funds, Inc., on behalf of
 T. Rowe Price Institutional Global Equity Fund


Schedule A

Page 1 of 3

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK
DATED JANUARY 3, 1994

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

  

T. Rowe Price Balanced Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Blue Chip Growth Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Capital Appreciation Fund

Global Proxy Service Rider

T. Rowe Price Capital Opportunity Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Developing Technologies Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Dividend Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Equity Income Fund

Global Proxy Service Rider

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio


Global Proxy Service and Russian Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service and Russian Rider

T. Rowe Price Financial Services Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Global Technology Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Growth & Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Health Sciences Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 2 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

T. Rowe Price Institutional Equity Funds, Inc. on behalf of:
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 Small-Cap Stock Fund
T. Rowe Price Mid-Cap Equity Growth Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Institutional International Funds, Inc. on behalf of:
T. Rowe Price Institutional Emerging Markets Equity Fund
T. Rowe Price Institutional Foreign Equity Fund
T. Rowe Price Institutional Global Equity Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund


Global Proxy Service and Russian Rider

T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio


Global Proxy Service and Russian Rider

T. Rowe Price Media & Telecommunications Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New America Growth Fund

Global Proxy Service Rider

T. Rowe Price New Era Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New Horizons Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Estate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Science & Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Value Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 3 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

 Income Funds

  

T. Rowe Price Corporate Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price High Yield Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio


Global Proxy Service Rider

T. Rowe Price Inflation Protected Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Institutional Income Funds, Inc., on behalf of:
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional High Yield Fund


Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price International Bond Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price New Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Short-Term Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price U.S. Bond Index Fund, Inc.

Global Proxy Service Rider


  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

 T. Rowe Price Trust Company, as Trustee for the
 Johnson Matthey Salaried Employee Savings Plan

 Common Trust Funds

 T. Rowe Price Trust Company, as Trustee for the International
 Common Trust Fund on behalf of the Underlying Trusts:

  

Emerging Markets Equity Trust

Global Proxy Service Rider

Foreign Discovery Trust

Global Proxy Service Rider

Foreign Discovery Trust - B

Global Proxy Service Rider

India Trust

Global Proxy Service Rider

International Small-Cap Trust

Global Proxy Service Rider

Japan Discovery Trust

Global Proxy Service Rider

Taiwan Trust

Global Proxy Service Rider


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, April 18, 1994, August 15, 1994, November 8, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October 29, 1997, December 15, 1998, October 6, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, July 24, 2001, April 24, 2002, July 24, 2002, July 23, 2003 and October 22, 2003, September 20, 2004, December 14, 2005 and April 19, 2006 (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of October 18, 2006 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

  WHEREAS, the Customer has appointed the Bank as its global custodian and the Bank has accepted such appointment pursuant to the terms of the Custody Agreement;

  NOW, THEREFORE, the parties hereto agree as follows:

  1. Amendment. Sections I and II of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to add certain Customers as specified in Attachment A hereto to the Russian Rider dated July 17, 1997. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

  2. Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a “Customer” and “Bank,” respectively, as defined in the Custody Agreement.


  3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

  4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.

  IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

JPMORGAN CHASE BANK

By:

/s/

Andrew Lawson

Andrew Lawson

Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN SCHEDULE A HERETO, SEPARATELY INDIVIDUALLY

By:

/s/

Henry H. Hopkins

Henry H. Hopkins

Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Funds:

Equity Funds:

T. Rowe Price Institutional Equity Funds, Inc., on behalf of
 T. Rowe Price Institutional Concentrated Large-Cap Value Fund

T. Rowe Price International Funds, Inc., on behalf of
 T. Rowe Price Overseas Stock Fund

Income Fund:

T. Rowe Price Institutional International Funds, Inc., on behalf of
 T. Rowe Price Institutional Emerging Markets Bond Fund

Add the following Funds to the Global Service Proxy Rider:

Equity Funds:

T. Rowe Price Institutional Equity Funds, Inc., on behalf of
 T. Rowe Price Institutional Concentrated Large-Cap Value Fund

T. Rowe Price International Funds, Inc., on behalf of
 T. Rowe Price Overseas Stock Fund

Income Fund:

T. Rowe Price Institutional International Funds, Inc., on behalf of
 T. Rowe Price Institutional Emerging Markets Bond Fund

Add the following Funds to the Russian Rider:

Equity Fund:

T. Rowe Price International Funds, Inc., on behalf of
 T. Rowe Price Overseas Stock Fund


Income Fund:

T. Rowe Price Institutional International Funds, Inc., on behalf of
 T. Rowe Price Institutional Emerging Markets Bond Fund


Schedule A

Page 1 of 3

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK
DATED JANUARY 3, 1994

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

  

T. Rowe Price Balanced Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Blue Chip Growth Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Capital Appreciation Fund

Global Proxy Service Rider

T. Rowe Price Capital Opportunity Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Developing Technologies Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Dividend Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Equity Income Fund

Global Proxy Service Rider

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio


Global Proxy Service and Russian Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service and Russian Rider

T. Rowe Price Financial Services Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Global Technology Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Growth & Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Health Sciences Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 2 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

T. Rowe Price Institutional Equity Funds, Inc. on behalf of:
T. Rowe Price Institutional Concentrated Large-Cap
Value Fund
T. Rowe Price Institutional Large-Cap Core Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Value Fund
T. Rowe Price Institutional Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap Equity Growth
Fund


Global Proxy Service Rider

Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Institutional International Funds, Inc. on behalf of:
T. Rowe Price Institutional Emerging Markets Equity Fund
T. Rowe Price Institutional Foreign Equity Fund
T. Rowe Price Institutional Global Equity Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. Rowe Price Overseas Stock Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund


Global Proxy Service and Russian Rider

T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio


Global Proxy Service and Russian Rider

T. Rowe Price Media & Telecommunications Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New America Growth Fund

Global Proxy Service Rider

T. Rowe Price New Era Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New Horizons Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Estate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Science & Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Value Fund, Inc.

Global Proxy Service Rider


  

T. Rowe Price Value Fund, Inc.

Global Proxy Service Rider

 Income Funds

  

T. Rowe Price Corporate Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price High Yield Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio


Global Proxy Service Rider

T. Rowe Price Inflation Protected Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Institutional Income Funds, Inc., on behalf of:
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional High Yield Fund


Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Institutional International Funds, Inc., on behalf of:
T. Rowe Price Institutional Emerging Markets Bond Fund



Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price International Bond Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price New Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Short-Term Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price U.S. Bond Index Fund, Inc.

Global Proxy Service Rider

  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

 T. Rowe Price Trust Company, as Trustee for the
 Johnson Matthey Salaried Employee Savings Plan


Schedule A

Page 3 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

 Common Trust Funds

 T. Rowe Price Trust Company, as Trustee for the International
 Common Trust Fund on behalf of the Underlying Trusts:

  

Emerging Markets Equity Trust

Global Proxy Service Rider

Foreign Discovery Trust

Global Proxy Service Rider

Foreign Discovery Trust - B

Global Proxy Service Rider

India Trust

Global Proxy Service Rider

International Small-Cap Trust

Global Proxy Service Rider

Japan Discovery Trust

Global Proxy Service Rider

Taiwan Trust

Global Proxy Service Rider


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, April 18, 1994, August 15, 1994, November 8, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October 29, 1997, December 15, 1998, October 6, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, July 24, 2001, April 24, 2002, July 24, 2002, July 23, 2003 and October 22, 2003, September 20, 2004, December 14, 2005, April 19, 2006 and October 18, 2006 (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of April 24, 2007 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer has appointed the Bank as its global custodian and the Bank has accepted such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Sections I and II of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to add certain Customers as specified in Attachment A hereto to the Russian Rider dated July 17, 1997. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a “Customer” and “Bank,” respectively, as defined in the Custody Agreement.

*


 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

 4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.

 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

JPMORGAN CHASE BANK

By:

/s/

Andrew Lawson

Andrew Lawson

Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN SCHEDULE A HERETO, SEPARATELY INDIVIDUALLY

By:

/s/

Henry H. Hopkins

Henry H. Hopkins

Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Funds:

Equity Funds:

T. Rowe Price International Funds, Inc., on behalf of
 T. Rowe Price Africa & Middle East Fund

Income Fund:

T. Rowe Price Institutional International Funds, Inc., on behalf of
 T. Rowe Price Institutional International Bond Fund

Add the following Funds to the Global Service Proxy Rider:

Equity Funds:

T. Rowe Price International Funds, Inc., on behalf of
 T. Rowe Price Africa & Middle East Fund

Income Fund:

T. Rowe Price Institutional International Funds, Inc., on behalf of
 T. Rowe Price Institutional International Bond Fund

Add the following Funds to the Russian Rider:

Equity Funds:

T. Rowe Price International Funds, Inc., on behalf of
 T. Rowe Price Africa & Middle East Fund

Income Fund:

T. Rowe Price Institutional International Funds, Inc., on behalf of
 T. Rowe Price Institutional International Bond Fund


Schedule A

Page 1 of 3

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK
DATED JANUARY 3, 1994

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

  

T. Rowe Price Balanced Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Blue Chip Growth Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Capital Appreciation Fund

Global Proxy Service Rider

T. Rowe Price Capital Opportunity Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Developing Technologies Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Dividend Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Equity Income Fund

Global Proxy Service Rider

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio


Global Proxy Service and Russian Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service and Russian Rider

T. Rowe Price Financial Services Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Global Technology Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Growth & Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Health Sciences Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 2 of 3

  

T. Rowe Price Institutional Equity Funds, Inc. on behalf of:
T. Rowe Price Institutional Concentrated Large-Cap
Value Fund
T. Rowe Price Institutional Large-Cap Core Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Value Fund
T. Rowe Price Institutional Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap Equity Growth
Fund


Global Proxy Service Rider

Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Institutional International Funds, Inc. on behalf of:
T. Rowe Price Institutional Emerging Markets Equity
Fund
T. Rowe Price Institutional Foreign Equity Fund
T. Rowe Price Institutional Global Equity Fund


Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Africa & Middle East Fund
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. Rowe Price Overseas Stock Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund


Global Proxy Service and Russian Rider

T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio


Global Proxy Service and Russian Rider

T. Rowe Price Media & Telecommunications Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New America Growth Fund

Global Proxy Service Rider

T. Rowe Price New Era Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New Horizons Fund, Inc.

Global Proxy Service Rider


  

T. Rowe Price Real Estate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Science & Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Value Fund, Inc.

Global Proxy Service Rider

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

 Income Funds

  

T. Rowe Price Corporate Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price High Yield Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio


Global Proxy Service Rider

T. Rowe Price Inflation Protected Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Institutional Income Funds, Inc., on behalf of:
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional High Yield Fund


Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Institutional International Funds, Inc., on behalf of:
T. Rowe Price Institutional Emerging Markets Bond Fund
T. Rowe Price Institutional International Bond Fund



Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price International Bond Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price New Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Short-Term Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price U.S. Bond Index Fund, Inc.

Global Proxy Service Rider


  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

 T. Rowe Price Trust Company, as Trustee for the
 Johnson Matthey Salaried Employee Savings Plan


Schedule A

Page 3 of 3

 Common Trust Funds

 T. Rowe Price Trust Company, as Trustee for the International
 Common Trust Fund on behalf of the Underlying Trusts:

  

Emerging Markets Equity Trust

Global Proxy Service Rider

Foreign Discovery Trust

Global Proxy Service Rider

Foreign Discovery Trust - B

Global Proxy Service Rider

India Trust

Global Proxy Service Rider

International Small-Cap Trust

Global Proxy Service Rider

Japan Discovery Trust

Global Proxy Service Rider

Taiwan Trust

Global Proxy Service Rider


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, April 18, 1994, August 15, 1994, November  8, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October 29, 1997, December 15, 1998, October 6, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, July 24, 2001, April 24, 2002, July 24, 2002, July 23, 2003 and October 22, 2003, September 20, 2004, December 14, 2005, April 19, 2006, October 18, 2006 and April 24, 2007 (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of July 24, 2007 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer has appointed the Bank as its global custodian and the Bank has accepted such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Sections I and II of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to add certain Customers as specified in Attachment A hereto to the Russian Rider dated July 17, 1997. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a “Customer” and “Bank,” respectively, as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

 4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

JPMORGAN CHASE BANK

By:

/s/

Debra Ware

Debra Ware

Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN SCHEDULE A HERETO, SEPARATELY INDIVIDUALLY

By:

/s/

Henry H. Hopkins

Henry H. Hopkins

Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Funds:

Equity Funds:

T. Rowe Price Institutional Equity Funds, Inc., on behalf of

 T. Rowe Price Institutional U.S. Structured Research Fund

Add the following Funds to the Global Service Proxy Rider:

Equity Funds:

T. Rowe Price Institutional Equity Funds, Inc., on behalf of

 T. Rowe Price Institutional U.S. Structured Research Fund


Schedule A

Page 1 of 3

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO

GLOBAL CUSTODY AGREEMENT WITH

THE CHASE MANHATTAN BANK

DATED JANUARY 3, 1994

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

  

T. Rowe Price Balanced Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Blue Chip Growth Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Capital Appreciation Fund

Global Proxy Service Rider

T. Rowe Price Capital Opportunity Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Developing Technologies Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Dividend Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Equity Income Fund

Global Proxy Service Rider

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio


Global Proxy Service and Russian Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service and Russian Rider

T. Rowe Price Financial Services Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Global Technology Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Growth & Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Health Sciences Fund, Inc.

Global Proxy Service Rider


  

T. Rowe Price Institutional Equity Funds, Inc. on behalf of:
T. Rowe Price Institutional Concentrated Large-Cap
Value Fund
T. Rowe Price Institutional Large-Cap Core Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Value Fund
T. Rowe Price Institutional Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap Equity Growth
Fund
T. Rowe Price Institutional U.S. Structured Research
Fund


Global Proxy Service Rider

Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

Global Proxy Service Rider


Schedule A

Page 2 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

T. Rowe Price Institutional International Funds, Inc. on behalf of:
T. Rowe Price Institutional Emerging Markets Equity
Fund
T. Rowe Price Institutional Foreign Equity Fund
T. Rowe Price Institutional Global Equity Fund


Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Africa & Middle East Fund
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. Rowe Price Overseas Stock Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider Global Proxy Service and Russian Rider Global Proxy Service and Russian Rider Global Proxy Service and Russian Rider Global Proxy Service and Russian Rider

T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund


Global Proxy Service and Russian Rider

T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio


Global Proxy Service and Russian Rider

T. Rowe Price Media & Telecommunications Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New America Growth Fund

Global Proxy Service Rider

T. Rowe Price New Era Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New Horizons Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Estate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Science & Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Value Fund, Inc.

Global Proxy Service Rider


Income Funds

  

T. Rowe Price Corporate Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price High Yield Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio


Global Proxy Service Rider

T. Rowe Price Inflation Protected Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Institutional Income Funds, Inc., on behalf of:
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional High Yield Fund


Global Proxy Service Rider
Global Proxy Service Rider


Schedule A 

Page 3 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

T. Rowe Price Institutional International Funds, Inc., on behalf of:
T. Rowe Price Institutional Emerging Markets Bond Fund
T. Rowe Price Institutional International Bond Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price International Bond Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price New Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Short-Term Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price U.S. Bond Index Fund, Inc.

Global Proxy Service Rider

  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

 T. Rowe Price Trust Company, as Trustee for the

 Johnson Matthey Salaried Employee Savings Plan

 Common Trust Funds

 T. Rowe Price Trust Company, as Trustee for the International

 Common Trust Fund on behalf of the Underlying Trusts:

  Emerging Markets Equity Trust    Global Proxy Service Rider

  Foreign Discovery Trust     Global Proxy Service Rider

  Foreign Discovery Trust - B    Global Proxy Service Rider

  India Trust        Global Proxy Service Rider

  International Small-Cap Trust    Global Proxy Service Rider

  Japan Discovery Trust      Global Proxy Service Rider

  Taiwan Trust        Global Proxy Service Rider


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, April 18, 1994, August 15, 1994, November  8, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October 29, 1997, December 15, 1998, October 6, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, July 24, 2001, April 24, 2002, July 24, 2002, July 23, 2003 and October 22, 2003, September 20, 2004, December 14, 2005, April 19, 2006, October 18, 2006, April 24, 2007 and July 24, 2007 (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of October 23, 2007 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer has appointed the Bank as its global custodian and the Bank has accepted such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Sections I and II of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to add certain Customers as specified in Attachment A hereto to the Russian Rider dated July 17, 1997. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a “Customer” and “Bank,” respectively, as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

 4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

JPMORGAN CHASE BANK

By:

/s/

Debra Ware

Debra Ware

Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN SCHEDULE A HERETO, SEPARATELY INDIVIDUALLY

By:

/s/

Henry H. Hopkins

Henry H. Hopkins

Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Funds:

Income Funds:

T. Rowe Price Institutional Income Funds, Inc., on behalf of

 T. Rowe Price Institutional Floating Rate Fund

Add the following Funds to the Global Service Proxy Rider:

Equity Funds:

T. Rowe Price Institutional Income Funds, Inc., on behalf of

 T. Rowe Price Institutional Floating Rate Fund


Schedule A

Page 1 of 3

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO

GLOBAL CUSTODY AGREEMENT WITH

THE CHASE MANHATTAN BANK

DATED JANUARY 3, 1994

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS

REGISTERED UNDER THE INVESTMENT

COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

  

T. Rowe Price Balanced Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Blue Chip Growth Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Capital Appreciation Fund

Global Proxy Service Rider

T. Rowe Price Capital Opportunity Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Developing Technologies Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Dividend Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Equity Income Fund

Global Proxy Service Rider

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio


Global Proxy Service and Russian Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service and Russian Rider

T. Rowe Price Financial Services Fund, Inc.

Global Proxy Service Rider


  

T. Rowe Price Global Technology Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Growth & Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Health Sciences Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Institutional Equity Funds, Inc. on
behalf of:
T. Rowe Price Institutional Concentrated Large-Cap
Value Fund
T. Rowe Price Institutional Large-Cap Core
Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Value Fund
T. Rowe Price Institutional Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap Equity Growth
Fund
T. Rowe Price Institutional U.S. Structured Research
Fund



Global Proxy Service Rider

Global Proxy Service Rider

Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

Global Proxy Service Rider


Schedule A

Page 2 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

T. Rowe Price Institutional International Funds, Inc. on behalf of:
T. Rowe Price Institutional Emerging Markets
Equity Fund
T. Rowe Price Institutional Foreign Equity Fund
T. Rowe Price Institutional Global Equity Fund



Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Africa & Middle East Fund
T. Rowe Price Emerging Europe &
Mediterranean Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. Rowe Price Overseas Stock Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund



Global Proxy Service and Russian Rider

T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio


Global Proxy Service and Russian Rider

T. Rowe Price Media & Telecommunications Fund, Inc.

Global Proxy Service and Russian Rider


  

T. Rowe Price Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New America Growth Fund

Global Proxy Service Rider

T. Rowe Price New Era Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New Horizons Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Estate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Science & Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Value Fund, Inc.

Global Proxy Service Rider

 Income Funds

  

T. Rowe Price Corporate Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price High Yield Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Fixed Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio



Global Proxy Service Rider

T. Rowe Price Inflation Protected Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Institutional Income Funds, Inc., on behalf of:
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional Floating Rate Fund
T. Rowe Price Institutional High Yield Fund



Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider


Schedule A

Page 3 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

T. Rowe Price Institutional International Funds, Inc., on behalf of:
T. Rowe Price Institutional Emerging Markets
Bond Fund
T. Rowe Price Institutional International Bond Fund



Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price International Bond Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price New Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Short-Term Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price U.S. Bond Index Fund, Inc.

Global Proxy Service Rider

  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

 T. Rowe Price Trust Company, as Trustee for the
 Johnson Matthey Salaried Employee Savings Plan


 Common Trust Funds

 T. Rowe Price Trust Company, as Trustee for the International

 Common Trust Fund on behalf of the Underlying Trusts:

  Emerging Markets Equity Trust    Global Proxy Service Rider

  Foreign Discovery Trust     Global Proxy Service Rider

  Foreign Discovery Trust - B    Global Proxy Service Rider

  India Trust Global Proxy Service Rider

  International Small-Cap Trust    Global Proxy Service Rider

  Japan Discovery Trust      Global Proxy Service Rider

  Taiwan Trust        Global Proxy Service Rider


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, April 18, 1994, August 15, 1994, November  8, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October 29, 1997, December 15, 1998, October 6, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, July 24, 2001, April 24, 2002, July 24, 2002, July 23, 2003 and October 22, 2003, September 20, 2004, December 14, 2005, April 19, 2006, October 18, 2006, April 24, 2007, July 24, 2007 and October 23, 2007 (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of February 6, 2008 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer has appointed the Bank as its global custodian and the Bank has accepted such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Sections I and II of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to add certain Customers as specified in Attachment A hereto to the Russian Rider dated July 17, 1997. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a “Customer” and “Bank,” respectively, as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

 4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

JPMORGAN CHASE BANK

By:

/s/

Debra Ware

Debra Ware

Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN SCHEDULE A HERETO, SEPARATELY INDIVIDUALLY

By:

/s/

David Oestreicher

David Oestreicher

Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Funds:

Equity Funds:

T. Rowe Price Institutional International Funds, Inc., on behalf of

 T. Rowe Price Institutional Africa & Middle East Fund

Add the following Funds to the Global Service Proxy and Russian Rider:

Equity Funds:

T. Rowe Price Institutional International Funds, Inc., on behalf of

 T. Rowe Price Institutional Africa & Middle East Fund


Schedule A

Page 1 of 3

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO

GLOBAL CUSTODY AGREEMENT WITH

THE CHASE MANHATTAN BANK

DATED JANUARY 3, 1994

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT OMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

  

T. Rowe Price Balanced Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Blue Chip Growth Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Capital Appreciation Fund

Global Proxy Service Rider

T. Rowe Price Capital Opportunity Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Developing Technologies Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Dividend Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Equity Income Fund

Global Proxy Service Rider

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio


Global Proxy Service and Russian Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service and Russian Rider

T. Rowe Price Financial Services Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Global Technology Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Growth & Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Health Sciences Fund, Inc.

Global Proxy Service Rider


  

T. Rowe Price Institutional Equity Funds, Inc. on behalf of:
T. Rowe Price Institutional Concentrated Large-Cap
Value Fund
T. Rowe Price Institutional Large-Cap Core
Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Value Fund
T. Rowe Price Institutional Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap Equity Growth
Fund
T. Rowe Price Institutional U.S. Structured Research
Fund



Global Proxy Service Rider

Global Proxy Service Rider

Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

Global Proxy Service Rider


Schedule A 
Page 2 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

T. Rowe Price Institutional International Funds, Inc. on behalf of:
T. Rowe Price Institutional Africa & Middle
East Fund
T. Rowe Price Institutional Emerging Markets
Equity Fund
T. Rowe Price Institutional Foreign Equity Fund
T. Rowe Price Institutional Global Equity Fund



Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Africa & Middle East Fund
T. Rowe Price Emerging Europe &
Mediterranean Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. Rowe Price Overseas Stock Fund



Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund



Global Proxy Service and Russian Rider

T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio



Global Proxy Service and Russian Rider

T. Rowe Price Media & Telecommunications Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New America Growth Fund

Global Proxy Service Rider

T. Rowe Price New Era Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New Horizons Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Estate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Science & Technology Fund, Inc.

Global Proxy Service Rider


  

T. Rowe Price Small-Cap Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Value Fund, Inc.

Global Proxy Service Rider

 Income Funds

  

T. Rowe Price Corporate Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price High Yield Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Fixed Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio



Global Proxy Service Rider

T. Rowe Price Inflation Protected Bond Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 3 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

T. Rowe Price Institutional Income Funds, Inc., on behalf of:
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional Floating Rate Fund
T. Rowe Price Institutional High Yield Fund



Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Institutional International Funds, Inc., on behalf of:
T. Rowe Price Institutional Emerging Markets
Bond Fund
T. Rowe Price Institutional International Bond Fund



Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc.
on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price International Bond Fund



Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price New Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Short-Term Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund



Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price Tax-Efficient Funds, Inc.
on behalf of:
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund



Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price U.S. Bond Index Fund, Inc.

Global Proxy Service Rider

  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

 T. Rowe Price Trust Company, as Trustee for the
 Johnson Matthey Salaried Employee Savings Plan


 Common Trust Funds

 T. Rowe Price Trust Company, as Trustee for the International

 Common Trust Fund on behalf of the Underlying Trusts:

  Emerging Markets Equity Trust    Global Proxy Service Rider

  Foreign Discovery Trust     Global Proxy Service Rider

  Foreign Discovery Trust - B    Global Proxy Service Rider

  India Trust Global Proxy Service Rider

  International Small-Cap Trust    Global Proxy Service Rider

  Japan Discovery Trust      Global Proxy Service Rider

  Taiwan Trust        Global Proxy Service Rider


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, April 18, 1994, August 15, 1994, November  8, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October 29, 1997, December 15, 1998, October 6, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, July 24, 2001, April 24, 2002, July 24, 2002, July 23, 2003 and October 22, 2003, September 20, 2004, December 14, 2005, April 19, 2006, October 18, 2006, April 24, 2007, July 24, 2007, October 23, 2007 and February 6, 2008 (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of July 22, 2008 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer has appointed the Bank as its global custodian and the Bank has accepted such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Sections I and II of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to add certain Customers as specified in Attachment A hereto to the Russian Rider dated July 17, 1997. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a “Customer” and “Bank,” respectively, as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

 4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

JPMORGAN CHASE BANK

By:

/s/

Debra Ware

Debra Ware

Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN SCHEDULE A HERETO, SEPARATELY INDIVIDUALLY

By:

/s/

David Oestreicher

David Oestreicher

Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Funds:

Equity Funds:

T. Rowe Price Global Real Estate Fund, Inc.

T. Rowe Price Institutional International Funds, Inc., on behalf of

 T. Rowe Price Institutional Global Large-Cap Equity Fund

T. Rowe Price International Funds, Inc., on behalf of

 T. Rowe Price Global Large-Cap Stock Fund

Add the following Funds to the Global Service Proxy and Russian Rider:

Equity Funds:

T. Rowe Price Global Real Estate Fund, Inc.

T. Rowe Price Institutional International Funds, Inc., on behalf of

 T. Rowe Price Institutional Global Large-Cap Equity Fund

T. Rowe Price International Funds, Inc., on behalf of

 T. Rowe Price Global Large-Cap Stock Fund


Schedule A

Page 1 of 3

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO

GLOBAL CUSTODY AGREEMENT WITH

THE CHASE MANHATTAN BANK

DATED JANUARY 3, 1994

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT OMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

  

T. Rowe Price Balanced Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Blue Chip Growth Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Capital Appreciation Fund

Global Proxy Service Rider

T. Rowe Price Capital Opportunity Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Developing Technologies Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Dividend Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Equity Income Fund

Global Proxy Service Rider

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio


Global Proxy Service and Russian Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service and Russian Rider

T. Rowe Price Financial Services Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Global Real Estate Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Global Technology Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Growth & Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Health Sciences Fund, Inc.

Global Proxy Service Rider


  

T. Rowe Price Institutional Equity Funds, Inc. on behalf of:
T. Rowe Price Institutional Concentrated Large-Cap
Value Fund
T. Rowe Price Institutional Large-Cap Core
Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Value Fund
T. Rowe Price Institutional Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap Equity Growth
Fund
T. Rowe Price Institutional U.S. Structured Research
Fund



Global Proxy Service Rider

Global Proxy Service Rider

Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

Global Proxy Service Rider


Schedule A

Page 2 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

T. Rowe Price Institutional International Funds, Inc. on behalf of:
T. Rowe Price Institutional Africa & Middle
East Fund
T. Rowe Price Institutional Emerging Markets
Equity Fund
T. Rowe Price Institutional Foreign Equity Fund
T. Rowe Price Institutional Global Equity Fund
T. Rowe Price Institutional Global Large-Cap
Equity Fund



Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Africa & Middle East Fund
T. Rowe Price Emerging Europe &
Mediterranean Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. Rowe Price Overseas Stock Fund



Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund



Global Proxy Service and Russian Rider

T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio



Global Proxy Service and Russian Rider

T. Rowe Price Media & Telecommunications Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New America Growth Fund

Global Proxy Service Rider

T. Rowe Price New Era Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New Horizons Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Estate Fund, Inc.

Global Proxy Service Rider


  

T. Rowe Price Science & Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Value Fund, Inc.

Global Proxy Service Rider

 Income Funds

  

T. Rowe Price Corporate Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price High Yield Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Fixed Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio



Global Proxy Service Rider

T. Rowe Price Inflation Protected Bond Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 3 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

T. Rowe Price Institutional Income Funds, Inc., on behalf of:
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional Floating Rate Fund
T. Rowe Price Institutional High Yield Fund



Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Institutional International Funds, Inc., on behalf of:
T. Rowe Price Institutional Emerging Markets
Bond Fund
T. Rowe Price Institutional International Bond Fund



Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price International Bond Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price New Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Short-Term Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price U.S. Bond Index Fund, Inc.

Global Proxy Service Rider

  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.


 T. Rowe Price Trust Company, as Trustee for the
 Johnson Matthey Salaried Employee Savings Plan

 Common Trust Funds

 T. Rowe Price Trust Company, as Trustee for the International

 Common Trust Fund on behalf of the Underlying Trusts:

  Emerging Markets Equity Trust    Global Proxy Service Rider

  Foreign Discovery Trust     Global Proxy Service Rider

  Foreign Discovery Trust - B    Global Proxy Service Rider

  India Trust Global Proxy Service Rider

  International Small-Cap Trust    Global Proxy Service Rider

  Japan Discovery Trust      Global Proxy Service Rider

  Taiwan Trust        Global Proxy Service Rider


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, April 18, 1994, August 15, 1994, November  8, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October 29, 1997, December 15, 1998, October 6, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, July 24, 2001, April 24, 2002, July 24, 2002, July 23, 2003 and October 22, 2003, September 20, 2004, December 14, 2005, April 19, 2006, October 18, 2006, April 24, 2007, July 24, 2007, October 23, 2007, February 6, 2008 and July 22, 2008 (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of October 21, 2008 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer has appointed the Bank as its global custodian and the Bank has accepted such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Sections I and II of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to add certain Customers as specified in Attachment A hereto to the Russian Rider dated July 17, 1997. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a “Customer” and “Bank,” respectively, as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

 4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

JPMORGAN CHASE BANK

By:

/s/

Debra Ware

Debra Ware

Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN SCHEDULE A HERETO, SEPARATELY INDIVIDUALLY

By:

/s/

David Oestreicher

David Oestreicher

Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Funds:

Income Funds:

T. Rowe Price Strategic Income Fund, Inc.

Add the following Funds to the Global Service Proxy:

Income Funds:

T. Rowe Price Strategic Income Fund, Inc.


Schedule A

Page 1 of 3

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO

GLOBAL CUSTODY AGREEMENT WITH

THE CHASE MANHATTAN BANK

DATED JANUARY 3, 1994

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

  

T. Rowe Price Balanced Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Blue Chip Growth Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Capital Appreciation Fund

Global Proxy Service Rider

T. Rowe Price Capital Opportunity Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Developing Technologies Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Dividend Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Equity Income Fund

Global Proxy Service Rider

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio


Global Proxy Service and Russian Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service and Russian Rider

T. Rowe Price Financial Services Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Global Real Estate Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Global Technology Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Growth & Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth Stock Fund, Inc.

Global Proxy Service Rider


  

T. Rowe Price Health Sciences Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Institutional Equity Funds, Inc. on behalf of:
T. Rowe Price Institutional Concentrated Large-Cap Value Fund
T. Rowe Price Institutional Large-Cap Core
Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Value Fund
T. Rowe Price Institutional Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap Equity Growth Fund
T. Rowe Price Institutional U.S. Structured Research Fund



Global Proxy Service Rider

Global Proxy Service Rider

Global Proxy Service Rider

Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

Global Proxy Service Rider


Schedule A

Page 2 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

T. Rowe Price Institutional International Funds, Inc. on behalf of:
T. Rowe Price Institutional Africa & Middle
East Fund
T. Rowe Price Institutional Emerging Markets
Equity Fund
T. Rowe Price Institutional Foreign Equity Fund
T. Rowe Price Institutional Global Equity Fund
T. Rowe Price Institutional Global Large-Cap
Equity Fund



Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Africa & Middle East Fund
T. Rowe Price Emerging Europe &
Mediterranean Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. Rowe Price Overseas Stock Fund



Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund



Global Proxy Service and Russian Rider

T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio



Global Proxy Service and Russian Rider

T. Rowe Price Media & Telecommunications Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New America Growth Fund

Global Proxy Service Rider

T. Rowe Price New Era Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New Horizons Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Estate Fund, Inc.

Global Proxy Service Rider


  

T. Rowe Price Science & Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Value Fund, Inc.

Global Proxy Service Rider

 Income Funds

  

T. Rowe Price Corporate Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price High Yield Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Fixed Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio



Global Proxy Service Rider

T. Rowe Price Inflation Protected Bond Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 3 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

T. Rowe Price Institutional Income Funds, Inc., on behalf of:
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional Floating Rate Fund
T. Rowe Price Institutional High Yield Fund



Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Institutional International Funds, Inc., on behalf of:
T. Rowe Price Institutional Emerging Markets
Bond Fund
T. Rowe Price Institutional International Bond Fund



Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price International Bond Fund



Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price New Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Short-Term Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Strategic Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund



Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund



Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price U.S. Bond Index Fund, Inc.

Global Proxy Service Rider


  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

 T. Rowe Price Trust Company, as Trustee for the
 Johnson Matthey Salaried Employee Savings Plan

 Common Trust Funds

 T. Rowe Price Trust Company, as Trustee for the International

 Common Trust Fund on behalf of the Underlying Trusts:

  Emerging Markets Equity Trust    Global Proxy Service Rider

  Foreign Discovery Trust     Global Proxy Service Rider

  Foreign Discovery Trust - B    Global Proxy Service Rider

  India Trust Global Proxy Service Rider

  International Small-Cap Trust    Global Proxy Service Rider

  Japan Discovery Trust      Global Proxy Service Rider

  Taiwan Trust        Global Proxy Service Rider


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, April 18, 1994, August 15, 1994, November  8, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October 29, 1997, December 15, 1998, October 6, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, July 24, 2001, April 24, 2002, July 24, 2002, July 23, 2003 and October 22, 2003, September 20, 2004, December 14, 2005, April 19, 2006, October 18, 2006, April 24, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008 and October 21, 2008 (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of April 22, 2009 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer has appointed the Bank as its global custodian and the Bank has accepted such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Sections I and II of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to add certain Customers as specified in Attachment A hereto to the Russian Rider dated July 17, 1997. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a “Customer” and “Bank,” respectively, as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

 4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

JPMORGAN CHASE BANK

By:

/s/

Debra Ware

Debra Ware

Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN SCHEDULE A HERETO, SEPARATELY INDIVIDUALLY

By:

/s/

David Oestreicher

David Oestreicher

Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Funds:

Equity Funds:

T. Rowe Price U.S. Large-Cap Core Fund, Inc.

Add the following Funds to the Global Service Proxy:

Equity Funds:

T. Rowe Price U.S. Large-Cap Core Fund, Inc.


Schedule A

Page 1 of 3

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO

GLOBAL CUSTODY AGREEMENT WITH

THE CHASE MANHATTAN BANK

DATED JANUARY 3, 1994

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

  

T. Rowe Price Balanced Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Blue Chip Growth Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Capital Appreciation Fund

Global Proxy Service Rider

T. Rowe Price Capital Opportunity Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Developing Technologies Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Dividend Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Equity Income Fund

Global Proxy Service Rider

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio


Global Proxy Service and Russian Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service and Russian Rider

T. Rowe Price Financial Services Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Global Real Estate Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Global Technology Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Growth & Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth Stock Fund, Inc.

Global Proxy Service Rider


  

T. Rowe Price Health Sciences Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Institutional Equity Funds, Inc. on behalf of:
T. Rowe Price Institutional Concentrated Large-Cap
Value Fund
T. Rowe Price Institutional Large-Cap Core
Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Value Fund
T. Rowe Price Institutional Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap Equity Growth
Fund
T. Rowe Price Institutional U.S. Structured Research
Fund



Global Proxy Service Rider

Global Proxy Service Rider

Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

Global Proxy Service Rider


Schedule A

Page 2 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

T. Rowe Price Institutional International Funds, Inc. on behalf of:
T. Rowe Price Institutional Africa & Middle
East Fund
T. Rowe Price Institutional Emerging Markets
Equity Fund
T. Rowe Price Institutional Foreign Equity Fund
T. Rowe Price Institutional Global Equity Fund
T. Rowe Price Institutional Global Large-Cap
Equity Fund



Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Africa & Middle East Fund
T. Rowe Price Emerging Europe &
Mediterranean Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. Rowe Price Overseas Stock Fund



Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund



Global Proxy Service and Russian Rider

T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio



Global Proxy Service and Russian Rider

T. Rowe Price Media & Telecommunications Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New America Growth Fund

Global Proxy Service Rider

T. Rowe Price New Era Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New Horizons Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Estate Fund, Inc.

Global Proxy Service Rider


  

T. Rowe Price Science & Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price U.S. Large-Cap Core Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Value Fund, Inc.

Global Proxy Service Rider

 Income Funds

  

T. Rowe Price Corporate Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price High Yield Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Fixed Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio



Global Proxy Service Rider

T. Rowe Price Inflation Protected Bond Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 3 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

T. Rowe Price Institutional Income Funds, Inc., on behalf of:
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional Floating Rate Fund
T. Rowe Price Institutional High Yield Fund



Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Institutional International Funds, Inc., on behalf of:
T. Rowe Price Institutional Emerging Markets
Bond Fund
T. Rowe Price Institutional International Bond Fund



Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price International Bond Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price New Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Short-Term Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Strategic Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund



Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund



Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price U.S. Bond Index Fund, Inc.

Global Proxy Service Rider


  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

 T. Rowe Price Trust Company, as Trustee for the
 Johnson Matthey Salaried Employee Savings Plan

 Common Trust Funds

 T. Rowe Price Trust Company, as Trustee for the International

 Common Trust Fund on behalf of the Underlying Trusts:

  Emerging Markets Equity Trust    Global Proxy Service Rider

  Foreign Discovery Trust     Global Proxy Service Rider

  Foreign Discovery Trust - B    Global Proxy Service Rider

  India Trust Global Proxy Service Rider

  International Small-Cap Trust    Global Proxy Service Rider

  Japan Discovery Trust      Global Proxy Service Rider

  Taiwan Trust        Global Proxy Service Rider


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, April 18, 1994, August 15, 1994, November  8, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October 29, 1997, December 15, 1998, October 6, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, July 24, 2001, April 24, 2002, July 24, 2002, July 23, 2003 and October 22, 2003, September 20, 2004, December 14, 2005, April 19, 2006, October 18, 2006, April 24, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008 and April 22, 2009 (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of October 1, 2009 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer has appointed the Bank as its global custodian and the Bank has accepted such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Sections I and II of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a “Customer” and “Bank,” respectively, as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

 4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

JPMORGAN CHASE BANK

By:

/s/

Debra Ware

Debra Ware

Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN SCHEDULE A HERETO, SEPARATELY INDIVIDUALLY

By:

/s/

David Oestreicher

David Oestreicher

Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Delete the following Funds:

Equity Funds:

 T. Rowe Price Developing Technologies Fund, Inc.

 T. Rowe Price Institutional Equity Funds, Inc. on behalf of:

  T. Rowe Price Institutional Concentrated Large-Cap Value Fund

Income Funds:

 T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:

  T. Rowe Price Tax-Efficient Balanced Fund

  T. Rowe Price Tax-Efficient Growth Fund

 T. Rowe Price U.S. Bond Index Fund, Inc.

Delete the following Funds from the Global Service Proxy:

Equity Funds:

 T. Rowe Price Developing Technologies Fund, Inc.

 T. Rowe Price Institutional Equity Funds, Inc. on behalf of:

  T. Rowe Price Institutional Concentrated Large-Cap Value Fund

Income Funds:

 T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:

  T. Rowe Price Tax-Efficient Balanced Fund

  T. Rowe Price Tax-Efficient Growth Fund

 T. Rowe Price U.S. Bond Index Fund, Inc.

Change to the name of the following Fund:

 T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:

 T. Rowe Price Tax-Efficient Multi-Cap Growth Fund

Effective September 16, 2009, the fund’s name was changed to:

 T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:

 T. Rowe Price Tax-Efficient Equity Fund


Schedule A

Page 1 of 3

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO

GLOBAL CUSTODY AGREEMENT WITH

THE CHASE MANHATTAN BANK

DATED JANUARY 3, 1994

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

  

T. Rowe Price Balanced Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Blue Chip Growth Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Capital Appreciation Fund

Global Proxy Service Rider

T. Rowe Price Capital Opportunity Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Dividend Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Equity Income Fund

Global Proxy Service Rider

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio


Global Proxy Service and Russian Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service and Russian Rider

T. Rowe Price Financial Services Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Global Real Estate Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Global Technology Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Growth & Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Health Sciences Fund, Inc.

Global Proxy Service Rider


  

T. Rowe Price Institutional Equity Funds, Inc. on behalf of:
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 Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap Equity Growth
Fund
T. Rowe Price Institutional U.S. Structured Research
Fund



Global Proxy Service Rider

Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

Global Proxy Service Rider


Schedule A

Page 2 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

T. Rowe Price Institutional International Funds, Inc. on behalf of:
T. Rowe Price Institutional Africa & Middle
East Fund
T. Rowe Price Institutional Emerging Markets
Equity Fund
T. Rowe Price Institutional Foreign Equity Fund
T. Rowe Price Institutional Global Equity Fund
T. Rowe Price Institutional Global Large-Cap
Equity Fund



Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Africa & Middle East Fund
T. Rowe Price Emerging Europe &
Mediterranean Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. Rowe Price Overseas Stock Fund



Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund



Global Proxy Service and Russian Rider

T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio


Global Proxy Service and Russian Rider

T. Rowe Price Media & Telecommunications Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New America Growth Fund

Global Proxy Service Rider

T. Rowe Price New Era Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New Horizons Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Estate Fund, Inc.

Global Proxy Service Rider


  

T. Rowe Price Science & Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price U.S. Large-Cap Core Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Value Fund, Inc.

Global Proxy Service Rider

 Income Funds

  

T. Rowe Price Corporate Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price High Yield Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Fixed Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio



Global Proxy Service Rider

T. Rowe Price Inflation Protected Bond Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 3 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

T. Rowe Price Institutional Income Funds, Inc.,
on behalf of:
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional Floating Rate Fund
T. Rowe Price Institutional High Yield Fund



Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Institutional International Funds, Inc., on behalf of:
T. Rowe Price Institutional Emerging Markets
Bond Fund
T. Rowe Price Institutional International Bond Fund



Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc.
on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price International Bond Fund



Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price New Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Short-Term Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Strategic Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund



Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price Tax-Efficient Funds, Inc.
on behalf of:
T. Rowe Price Tax-Efficient Equity Fund



Global Proxy Service Rider

  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

 T. Rowe Price Trust Company, as Trustee for the
 Johnson Matthey Salaried Employee Savings Plan


 Common Trust Funds

 T. Rowe Price Trust Company, as Trustee for the International

 Common Trust Fund on behalf of the Underlying Trusts:

  Emerging Markets Equity Trust    Global Proxy Service Rider

  Foreign Discovery Trust     Global Proxy Service Rider

  Foreign Discovery Trust - B    Global Proxy Service Rider

  India Trust Global Proxy Service Rider

  International Small-Cap Trust    Global Proxy Service Rider

  Japan Discovery Trust      Global Proxy Service Rider

  Taiwan Trust        Global Proxy Service Rider


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, April 18, 1994, August 15, 1994, November  8, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October 29, 1997, December 15, 1998, October 6, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, July 24, 2001, April 24, 2002, July 24, 2002, July 23, 2003 and October 22, 2003, September 20, 2004, December 14, 2005, April 19, 2006, October 18, 2006, April 24, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008 April 22, 2009 and October 1, 2009 (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of October 20, 2009 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer has appointed the Bank as its global custodian and the Bank has accepted such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Sections I and II of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a “Customer” and “Bank,” respectively, as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

 4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

JPMORGAN CHASE BANK

By:

/s/

Debra Ware

Debra Ware

Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN SCHEDULE A HERETO, SEPARATELY INDIVIDUALLY

By:

/s/

David Oestreicher

David Oestreicher

Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Fund:

Equity Funds:

T. Rowe Price International Funds, Inc., on behalf of

 T. Rowe Price Global Infrastructure Fund

Add the following Fund to the Global Service Proxy Rider:

Equity Funds:

T. Rowe Price International Funds, Inc., on behalf of

 T. Rowe Price Global Infrastructure Fund

Add the following Funds to the Russian Rider:

Equity Funds:

T. Rowe Price International Funds, Inc., on behalf of

 T. Rowe Price Global Infrastructure Fund


Schedule A

Page 1 of 3

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO

GLOBAL CUSTODY AGREEMENT WITH

THE CHASE MANHATTAN BANK

DATED JANUARY 3, 1994

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

  

T. Rowe Price Balanced Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Blue Chip Growth Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Capital Appreciation Fund

Global Proxy Service Rider

T. Rowe Price Capital Opportunity Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Dividend Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Equity Income Fund

Global Proxy Service Rider

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio


Global Proxy Service and Russian Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service and Russian Rider

T. Rowe Price Financial Services Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Global Real Estate Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Global Technology Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Growth & Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Health Sciences Fund, Inc.

Global Proxy Service Rider


  

T. Rowe Price Institutional Equity Funds, Inc. on behalf of:
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 Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap Equity
Growth Fund
T. Rowe Price Institutional U.S. Structured
Research Fund



Global Proxy Service Rider

Global Proxy Service Rider

Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

Global Proxy Service Rider


Schedule A 
Page 2 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

T. Rowe Price Institutional International Funds, Inc. on behalf of:
T. Rowe Price Institutional Africa & Middle
East Fund
T. Rowe Price Institutional Emerging Markets
Equity Fund
T. Rowe Price Institutional Foreign Equity Fund
T. Rowe Price Institutional Global Equity Fund
T. Rowe Price Institutional Global Large-Cap
Equity Fund



Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Africa & Middle East Fund
T. Rowe Price Emerging Europe &
Mediterranean Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Infrastructure Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. Rowe Price Overseas Stock Fund



Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund



Global Proxy Service and Russian Rider

T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio


Global Proxy Service and Russian Rider

T. Rowe Price Media & Telecommunications Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New America Growth Fund

Global Proxy Service Rider

T. Rowe Price New Era Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New Horizons Fund, Inc.

Global Proxy Service Rider


  

T. Rowe Price Real Estate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Science & Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price U.S. Large-Cap Core Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Value Fund, Inc.

Global Proxy Service Rider

 Income Funds

  

T. Rowe Price Corporate Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price High Yield Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Fixed Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio



Global Proxy Service Rider

T. Rowe Price Inflation Protected Bond Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 3 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

T. Rowe Price Institutional Income Funds, Inc., on behalf of:
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional Floating Rate Fund
T. Rowe Price Institutional High Yield Fund



Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Institutional International Funds, Inc., on behalf of:
T. Rowe Price Institutional Emerging Markets
Bond Fund
T. Rowe Price Institutional International Bond Fund



Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price International Bond Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price New Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Short-Term Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Strategic Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund



Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price Tax-Efficient Funds, Inc.
on behalf of:
T. Rowe Price Tax-Efficient Equity Fund



Global Proxy Service Rider

  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

 T. Rowe Price Trust Company, as Trustee for the
 Johnson Matthey Salaried Employee Savings Plan


 Common Trust Funds

 T. Rowe Price Trust Company, as Trustee for the International

 Common Trust Fund on behalf of the Underlying Trusts:

  Emerging Markets Equity Trust    Global Proxy Service Rider

  Foreign Discovery Trust     Global Proxy Service Rider

  Foreign Discovery Trust - B    Global Proxy Service Rider

  India Trust Global Proxy Service Rider

  International Small-Cap Trust    Global Proxy Service Rider

  Japan Discovery Trust      Global Proxy Service Rider

  Taiwan Trust        Global Proxy Service Rider


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, April 18, 1994, August 15, 1994, November  8, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October 29, 1997, December 15, 1998, October 6, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, July 24, 2001, April 24, 2002, July 24, 2002, July 23, 2003 and October 22, 2003, September 20, 2004, December 14, 2005, April 19, 2006, October 18, 2006, April 24, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008 April 22, 2009, October 1, 2009 and October 20, 2009 (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of December 16, 2009 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer has appointed the Bank as its global custodian and the Bank has accepted such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Sections I and II of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a “Customer” and “Bank,” respectively, as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

 4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

JPMORGAN CHASE BANK

By:

/s/

Debra Ware

Debra Ware

Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN SCHEDULE A HERETO, SEPARATELY INDIVIDUALLY

By:

/s/

David Oestreicher

David Oestreicher

Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Fund:

Income Funds:

T. Rowe Price Short-Term Income Fund, Inc.

Add the following Fund to the Global Service Proxy Rider:

Equity Funds:

T. Rowe Price Short-Term Income Fund, Inc.


Schedule A

Page 1 of 3

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO

GLOBAL CUSTODY AGREEMENT WITH

THE CHASE MANHATTAN BANK

DATED JANUARY 3, 1994

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

  

T. Rowe Price Balanced Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Blue Chip Growth Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Capital Appreciation Fund

Global Proxy Service Rider

T. Rowe Price Capital Opportunity Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Mid-Cap Growth Fund,
Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Dividend Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Equity Income Fund

Global Proxy Service Rider

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio


Global Proxy Service and Russian Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service and Russian Rider

T. Rowe Price Financial Services Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Global Real Estate Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Global Technology Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Growth & Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Health Sciences Fund, Inc.

Global Proxy Service Rider


  

T. Rowe Price Institutional Equity Funds, Inc. on behalf of:
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 Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap Equity Growth Fund
T. Rowe Price Institutional U.S. Structured Research Fund



Global Proxy Service Rider

Global Proxy Service Rider

Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

Global Proxy Service Rider


Schedule A 

Page 2 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

T. Rowe Price Institutional International Funds,
Inc. on behalf of:
T. Rowe Price Institutional Africa & Middle
East Fund
T. Rowe Price Institutional Emerging Markets
Equity Fund
T. Rowe Price Institutional Foreign Equity Fund
T. Rowe Price Institutional Global Equity Fund
T. Rowe Price Institutional Global Large-Cap
Equity Fund



Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Africa & Middle East Fund
T. Rowe Price Emerging Europe &
Mediterranean Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Infrastructure Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. Rowe Price Overseas Stock Fund



Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund



Global Proxy Service and Russian Rider

T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio


Global Proxy Service and Russian Rider

T. Rowe Price Media & Telecommunications Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New America Growth Fund

Global Proxy Service Rider

T. Rowe Price New Era Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New Horizons Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Estate Fund, Inc.

Global Proxy Service Rider


  

T. Rowe Price Science & Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price U.S. Large-Cap Core Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Value Fund, Inc.

Global Proxy Service Rider

 Income Funds

  

T. Rowe Price Corporate Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price High Yield Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Fixed Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio



Global Proxy Service Rider

T. Rowe Price Inflation Protected Bond Fund, Inc.

Global Proxy Service Rider


Schedule A 

Page 3 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

T. Rowe Price Institutional Income Funds, Inc., on behalf of:
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional Floating Rate Fund
T. Rowe Price Institutional High Yield Fund



Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Institutional International Funds, Inc., on behalf of:
T. Rowe Price Institutional Emerging Markets
Bond Fund
T. Rowe Price Institutional International
Bond Fund



Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price International Bond Fund



Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price New Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Short-Term Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Short-Term Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Strategic Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund



Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price Tax-Efficient Funds, Inc.
on behalf of:
T. Rowe Price Tax-Efficient Equity Fund



Global Proxy Service Rider

  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

 T. Rowe Price Trust Company, as Trustee for the
 Johnson Matthey Salaried Employee Savings Plan


 Common Trust Funds

 T. Rowe Price Trust Company, as Trustee for the International

 Common Trust Fund on behalf of the Underlying Trusts:

  Emerging Markets Equity Trust    Global Proxy Service Rider

  Foreign Discovery Trust     Global Proxy Service Rider

  Foreign Discovery Trust - B    Global Proxy Service Rider

  India Trust        Global Proxy Service Rider

  International Small-Cap Trust    Global Proxy Service Rider

  Japan Discovery Trust      Global Proxy Service Rider

  Taiwan Trust        Global Proxy Service Rider


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of February 10, 2010 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer has appointed the Bank as its global custodian and the Bank has accepted such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Sections I and II of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a “Customer” and “Bank,” respectively, as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

 4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

JPMORGAN CHASE BANK

By:

/s/

Debra Ware

Debra Ware

Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN SCHEDULE A HERETO, SEPARATELY INDIVIDUALLY

By:

/s/

David Oestreicher

David Oestreicher

Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Fund:

Equity Funds:

T. Rowe Price Real Assets Fund, Inc.

Add the following Fund to the Global Service Proxy Rider:

Equity Funds:

T. Rowe Price Real Assets Fund, Inc.


Schedule A

Page 1 of 3

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO

GLOBAL CUSTODY AGREEMENT WITH

THE CHASE MANHATTAN BANK

DATED JANUARY 3, 1994

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

  

T. Rowe Price Balanced Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Blue Chip Growth Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Capital Appreciation Fund

Global Proxy Service Rider

T. Rowe Price Capital Opportunity Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Dividend Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Equity Income Fund

Global Proxy Service Rider

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio


Global Proxy Service and Russian Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service and Russian Rider

T. Rowe Price Financial Services Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Global Real Estate Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Global Technology Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Growth & Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Health Sciences Fund, Inc.

Global Proxy Service Rider


  

T. Rowe Price Institutional Equity Funds, Inc. on behalf of:
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 Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap Equity Growth
Fund
T. Rowe Price Institutional U.S. Structured Research
Fund



Global Proxy Service Rider

Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

Global Proxy Service Rider


Schedule A

Page 2 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

T. Rowe Price Institutional International Funds, Inc. on behalf of:
T. Rowe Price Institutional Africa & Middle
East Fund
T. Rowe Price Institutional Emerging Markets
Equity Fund
T. Rowe Price Institutional Foreign Equity Fund
T. Rowe Price Institutional Global Equity Fund
T. Rowe Price Institutional Global Large-Cap
Equity Fund



Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Africa & Middle East Fund
T. Rowe Price Emerging Europe &
Mediterranean Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Infrastructure Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. Rowe Price Overseas Stock Fund



Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund



Global Proxy Service and Russian Rider

T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio



Global Proxy Service and Russian Rider

T. Rowe Price Media & Telecommunications Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New America Growth Fund

Global Proxy Service Rider

T. Rowe Price New Era Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New Horizons Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Assets Fund, Inc.

Global Proxy Service Rider


  

T. Rowe Price Real Estate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Science & Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price U.S. Large-Cap Core Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Value Fund, Inc.

Global Proxy Service Rider

 Income Funds

  

T. Rowe Price Corporate Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price High Yield Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Fixed Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio



Global Proxy Service Rider

T. Rowe Price Inflation Protected Bond Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 3 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

T. Rowe Price Institutional Income Funds, Inc., on behalf of:
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional Floating Rate Fund
T. Rowe Price Institutional High Yield Fund



Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Institutional International Funds, Inc., on behalf of:
T. Rowe Price Institutional Emerging Markets
Bond Fund
T. Rowe Price Institutional International Bond Fund



Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price International Bond Fund



Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price New Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Short-Term Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Short-Term Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Strategic Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund



Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price Tax-Efficient Funds, Inc.
on behalf of:
T. Rowe Price Tax-Efficient Equity Fund



Global Proxy Service Rider

  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

 T. Rowe Price Trust Company, as Trustee for the
 Johnson Matthey Salaried Employee Savings Plan


 Common Trust Funds

 T. Rowe Price Trust Company, as Trustee for the International

 Common Trust Fund on behalf of the Underlying Trusts:

  Emerging Markets Equity Trust    Global Proxy Service Rider

  Foreign Discovery Trust     Global Proxy Service Rider

  Foreign Discovery Trust - B    Global Proxy Service Rider

  India Trust        Global Proxy Service Rider

  International Small-Cap Trust    Global Proxy Service Rider

  Japan Discovery Trust      Global Proxy Service Rider

  Taiwan Trust        Global Proxy Service Rider


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of April 29, 2010 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer has appointed the Bank as its global custodian and the Bank has accepted such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Sections I and II of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a “Customer” and “Bank,” respectively, as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

 4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

JPMORGAN CHASE BANK

By:

/s/

Fiona Neville

Fiona Neville

Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN SCHEDULE A HERETO, SEPARATELY INDIVIDUALLY

By:

/s/

David Oestreicher

David Oestreicher

Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Fund:

Equity Funds:

T. Rowe Price Institutional International Funds, Inc. on behalf of:

 T. Rowe Price Institutional Concentrated International Equity Fund

Add the following Fund to the Global Service Proxy Rider:

Equity Funds:

T. Rowe Price Institutional International Funds, Inc. on behalf of:

 T. Rowe Price Institutional Concentrated International Equity Fund

Add the following fund to the Russian Rider

Equity Funds:

T. Rowe Price Institutional International Funds, Inc. on behalf of:

 T. Rowe Price Institutional Concentrated International Equity Fund

Name change to the following Funds:

Equity Funds:

T. Rowe Price Institutional International Funds, Inc. on behalf of:

 T. Rowe Price Institutional Foreign Equity Fund

Effective June 1, 2010 the fund’s name was changed to:

T. Rowe Price, Institutional International Funds Inc. on behalf of:

 T. Rowe Price Institutional Growth Equity Fund

Income Funds:

T. Rowe Price Short-Term Income Fund, Inc.

Effective July 7, 2010 the fund’s name was changed to

 T. Rowe Price Inflation Focused Bond Fund, Inc.


Schedule A

Page 1 of 3

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO

GLOBAL CUSTODY AGREEMENT WITH

THE CHASE MANHATTAN BANK

DATED JANUARY 3, 1994

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

  

T. Rowe Price Balanced Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Blue Chip Growth Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Capital Appreciation Fund

Global Proxy Service Rider

T. Rowe Price Capital Opportunity Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Dividend Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Equity Income Fund

Global Proxy Service Rider

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio


Global Proxy Service and Russian Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service and Russian Rider

T. Rowe Price Financial Services Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Global Real Estate Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Global Technology Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Growth & Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Health Sciences Fund, Inc.

Global Proxy Service Rider


  

T. Rowe Price Institutional Equity Funds, Inc.
on behalf of:
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 Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap Equity Growth
Fund
T. Rowe Price Institutional U.S. Structured Research
Fund



Global Proxy Service Rider

Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

Global Proxy Service Rider


Schedule A 

Page 2 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

T. Rowe Price Institutional International Funds, Inc. on behalf of:
T. Rowe Price Institutional Africa & Middle
East Fund
T. Rowe Price Institutional Concentrated
International Equity Fund
T. Rowe Price Institutional Emerging Markets
Equity Fund
T. Rowe Price Institutional Global Equity Fund
T. Rowe Price Institutional Global Large-Cap
Equity Fund
T. Rowe Price Institutional Growth Equity Fund



Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc.
on behalf of:
T. Rowe Price Africa & Middle East Fund
T. Rowe Price Emerging Europe &
Mediterranean Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Infrastructure Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. Rowe Price Overseas Stock Fund



Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Index Fund, Inc.
on behalf of:
T. Rowe Price International Equity Index Fund



Global Proxy Service and Russian Rider

T. Rowe Price International Series, Inc.
on behalf of:
T. Rowe Price International Stock Portfolio



Global Proxy Service and Russian Rider

T. Rowe Price Media & Telecommunications Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New America Growth Fund

Global Proxy Service Rider

T. Rowe Price New Era Fund, Inc.

Global Proxy Service Rider


  

T. Rowe Price New Horizons Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Assets Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Estate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Science & Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price U.S. Large-Cap Core Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Value Fund, Inc.

Global Proxy Service Rider

 Income Funds

  

T. Rowe Price Corporate Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price High Yield Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Fixed Income Series, Inc.
on behalf of:
T. Rowe Price Limited-Term Bond Portfolio



Global Proxy Service Rider

T. Rowe Price Inflation Focused Bond Fund

Global Proxy Service Rider

T. Rowe Price Inflation Protected Bond Fund, Inc.

Global Proxy Service Rider


Schedule A 

Page 3 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

T. Rowe Price Institutional Income Funds, Inc.,
on behalf of:
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional Floating Rate Fund
T. Rowe Price Institutional High Yield Fund



Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Institutional International Funds,
Inc., on behalf of:
T. Rowe Price Institutional Emerging Markets
Bond Fund
T. Rowe Price Institutional International
Bond Fund



Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc.
on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price International Bond Fund



Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price New Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Short-Term Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Strategic Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Personal Strategy Funds, Inc.
on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund



Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price Tax-Efficient Funds, Inc.
on behalf of:
T. Rowe Price Tax-Efficient Equity Fund



Global Proxy Service Rider

  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

 T. Rowe Price Trust Company, as Trustee for the
 Johnson Matthey Salaried Employee Savings Plan


 Common Trust Funds

 T. Rowe Price Trust Company, as Trustee for the International

 Common Trust Fund on behalf of the Underlying Trusts:

  Emerging Markets Equity Trust    Global Proxy Service Rider

  Foreign Discovery Trust     Global Proxy Service Rider

  Foreign Discovery Trust - B    Global Proxy Service Rider

  India Trust        Global Proxy Service Rider

  International Small-Cap Trust    Global Proxy Service Rider

  Japan Discovery Trust      Global Proxy Service Rider

  Taiwan Trust        Global Proxy Service Rider


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of July 21, 2010 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer has appointed the Bank as its global custodian and the Bank has accepted such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Sections I and II of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a “Customer” and “Bank,” respectively, as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

 4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

JPMORGAN CHASE BANK

By:

/s/

Fiona Neville

Fiona Neville

Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN SCHEDULE A HERETO, SEPARATELY INDIVIDUALLY

By:

/s/

David Oestreicher

David Oestreicher

Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Fund:

Equity Funds:

T. Rowe Price Institutional International Funds, Inc. on behalf of:

 T. Rowe Price Institutional International Core Equity Fund

Add the following Fund to the Global Service Proxy Rider:

Equity Funds:

T. Rowe Price Institutional International Funds, Inc. on behalf of:

 T. Rowe Price Institutional International Core Equity Fund

Add the following fund to the Russian Rider

Equity Funds:

T. Rowe Price Institutional International Funds, Inc. on behalf of:

 T. Rowe Price Institutional International Core Equity Fund


Schedule A

Page 1 of 3

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO

GLOBAL CUSTODY AGREEMENT WITH

THE CHASE MANHATTAN BANK

DATED JANUARY 3, 1994

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

  

T. Rowe Price Balanced Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Blue Chip Growth Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Capital Appreciation Fund

Global Proxy Service Rider

T. Rowe Price Capital Opportunity Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Dividend Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Equity Income Fund

Global Proxy Service Rider

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio


Global Proxy Service and Russian Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service and Russian Rider

T. Rowe Price Financial Services Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Global Real Estate Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Global Technology Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Growth & Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Health Sciences Fund, Inc.

Global Proxy Service Rider


  

T. Rowe Price Institutional Equity Funds, Inc.
on behalf of:
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 Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap Equity Growth
Fund
T. Rowe Price Institutional U.S. Structured Research
Fund



Global Proxy Service Rider

Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

Global Proxy Service Rider


Schedule A

Page 2 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

T. Rowe Price Institutional International Funds,
Inc. on behalf of:
T. Rowe Price Institutional Africa & Middle
East Fund
T. Rowe Price Institutional International Core
Equity Fund
T. Rowe Price Institutional Concentrated
International Equity Fund
T. Rowe Price Institutional Emerging Markets
Equity Fund
T. Rowe Price Institutional Global Equity Fund
T. Rowe Price Institutional Global Large-Cap
Equity Fund
T. Rowe Price Institutional Growth Equity Fund



Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc.
on behalf of:
T. Rowe Price Africa & Middle East Fund
T. Rowe Price Emerging Europe &
Mediterranean Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Infrastructure Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. Rowe Price Overseas Stock Fund



Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Index Fund, Inc.
on behalf of:
T. Rowe Price International Equity Index Fund



Global Proxy Service and Russian Rider

T. Rowe Price International Series, Inc.
on behalf of:
T. Rowe Price International Stock Portfolio



Global Proxy Service and Russian Rider

T. Rowe Price Media & Telecommunications Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New America Growth Fund

Global Proxy Service Rider


  

T. Rowe Price New Era Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New Horizons Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Assets Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Estate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Science & Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price U.S. Large-Cap Core Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Value Fund, Inc.

Global Proxy Service Rider

 Income Funds

  

T. Rowe Price Corporate Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price High Yield Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Fixed Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio



Global Proxy Service Rider

T. Rowe Price Inflation Focused Bond Fund

Global Proxy Service Rider

T. Rowe Price Inflation Protected Bond Fund, Inc.

Global Proxy Service Rider


Schedule A 

Page 3 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

T. Rowe Price Institutional Income Funds, Inc., on behalf of:
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional Floating Rate Fund
T. Rowe Price Institutional High Yield Fund



Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Institutional International Funds, Inc., on behalf of:
T. Rowe Price Institutional Emerging Markets
Bond Fund
T. Rowe Price Institutional International Bond Fund



Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc.
on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price International Bond Fund



Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price New Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Short-Term Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Strategic Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Personal Strategy Funds, Inc.
on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund



Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price Tax-Efficient Funds, Inc.
on behalf of:
T. Rowe Price Tax-Efficient Equity Fund



Global Proxy Service Rider

  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

 T. Rowe Price Trust Company, as Trustee for the
 Johnson Matthey Salaried Employee Savings Plan


 Common Trust Funds

 T. Rowe Price Trust Company, as Trustee for the International

 Common Trust Fund on behalf of the Underlying Trusts:

  Emerging Markets Equity Trust    Global Proxy Service Rider

  Foreign Discovery Trust     Global Proxy Service Rider

  Foreign Discovery Trust - B    Global Proxy Service Rider

  India Trust        Global Proxy Service Rider

  International Small-Cap Trust    Global Proxy Service Rider

  Japan Discovery Trust      Global Proxy Service Rider

  Taiwan Trust        Global Proxy Service Rider


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of February 3, 2011 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer has appointed the Bank as its global custodian and the Bank has accepted such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Sections I and II of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a “Customer” and “Bank,” respectively, as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.


 4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.

 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

JPMORGAN CHASE BANK

By:

/s/

Fiona Neville

Fiona Neville

Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN SCHEDULE A HERETO, SEPARATELY INDIVIDUALLY

By:

/s/

David Oestreicher

David Oestreicher

Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Fund:

Income Funds:

T. Rowe Price International Funds, Inc. on behalf of:

 T. Rowe Price Emerging Markets Local Currency Bond Fund

Add the following Fund to the Global Service Proxy Rider:

Income Funds:

T. Rowe Price International Funds, Inc. on behalf of:

 T. Rowe Price Emerging Markets Local Currency Bond Fund

Add the following fund to the Russian Rider

Income Funds:

T. Rowe Price International Funds, Inc. on behalf of:

 T. Rowe Price Emerging Markets Local Currency Bond Fund


Schedule A

Page 1 of 3

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO

GLOBAL CUSTODY AGREEMENT WITH

THE CHASE MANHATTAN BANK

DATED JANUARY 3, 1994

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

  

T. Rowe Price Balanced Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Blue Chip Growth Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Capital Appreciation Fund

Global Proxy Service Rider

T. Rowe Price Capital Opportunity Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Dividend Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Equity Income Fund

Global Proxy Service Rider

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio


Global Proxy Service and Russian Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service and Russian Rider

T. Rowe Price Financial Services Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Global Real Estate Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Global Technology Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Growth & Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Health Sciences Fund, Inc.

Global Proxy Service Rider


  

T. Rowe Price Institutional Equity Funds, Inc.
on behalf of:
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 Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap Equity
Growth Fund
T. Rowe Price Institutional U.S. Structured
Research Fund



Global Proxy Service Rider

Global Proxy Service Rider

Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

Global Proxy Service Rider


Schedule A

Page 2 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

T. Rowe Price Institutional International Funds, Inc. on behalf of:
T. Rowe Price Institutional Africa & Middle
East Fund
T. Rowe Price Institutional International Core
Equity Fund
T. Rowe Price Institutional Concentrated
International Equity Fund
T. Rowe Price Institutional Emerging Markets
Equity Fund
T. Rowe Price Institutional Global Equity Fund
T. Rowe Price Institutional Global Large-Cap
Equity Fund
T. Rowe Price Institutional Growth Equity Fund



Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc.
on behalf of:
T. Rowe Price Africa & Middle East Fund
T. Rowe Price Emerging Europe &
Mediterranean Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Infrastructure Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. Rowe Price Overseas Stock Fund



Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Index Fund, Inc.
on behalf of:
T. Rowe Price International Equity Index Fund



Global Proxy Service and Russian Rider

T. Rowe Price International Series, Inc.
on behalf of:
T. Rowe Price International Stock Portfolio



Global Proxy Service and Russian Rider

T. Rowe Price Media & Telecommunications Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New America Growth Fund

Global Proxy Service Rider


  

T. Rowe Price New Era Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New Horizons Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Assets Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Estate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Science & Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price U.S. Large-Cap Core Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Value Fund, Inc.

Global Proxy Service Rider


 Income Funds

  

T. Rowe Price Corporate Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price High Yield Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Fixed Income Series, Inc.
on behalf of:
T. Rowe Price Limited-Term Bond Portfolio



Global Proxy Service Rider

T. Rowe Price Inflation Focused Bond Fund

Global Proxy Service Rider

T. Rowe Price Inflation Protected Bond Fund, Inc.

Global Proxy Service Rider


Schedule A 

Page 3 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

T. Rowe Price Institutional Income Funds, Inc.,
on behalf of:
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional Floating Rate Fund
T. Rowe Price Institutional High Yield Fund



Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Institutional International Funds, Inc., on behalf of:
T. Rowe Price Institutional Emerging Markets
Bond Fund
T. Rowe Price Institutional International
Bond Fund



Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc.
on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Local Currency
Bond Fund
T. Rowe Price International Bond Fund



Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

T. Rowe Price New Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Short-Term Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Strategic Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Personal Strategy Funds, Inc.
on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund



Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price Tax-Efficient Funds, Inc.
on behalf of:
T. Rowe Price Tax-Efficient Equity Fund



Global Proxy Service Rider


  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

 T. Rowe Price Trust Company, as Trustee for the
 Johnson Matthey Salaried Employee Savings Plan

 Common Trust Funds

 T. Rowe Price Trust Company, as Trustee for the International

 Common Trust Fund on behalf of the Underlying Trusts:

  Emerging Markets Equity Trust    Global Proxy Service Rider

  Foreign Discovery Trust     Global Proxy Service Rider

  Foreign Discovery Trust - B    Global Proxy Service Rider

  India Trust        Global Proxy Service Rider

  International Small-Cap Trust    Global Proxy Service Rider

  Japan Discovery Trust      Global Proxy Service Rider

  Taiwan Trust        Global Proxy Service Rider


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of April 21, 2011 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer has appointed the Bank as its global custodian and the Bank has accepted such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Sections I and II of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a “Customer” and “Bank,” respectively, as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.


 4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.

 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

JPMORGAN CHASE BANK

By:

/s/

Fiona Neville

Fiona Neville

Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN SCHEDULE A HERETO, SEPARATELY INDIVIDUALLY

By:

/s/

David Oestreicher

David Oestreicher

Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Fund:

Income Funds:

T. Rowe Price Floating Rate Fund, Inc.

Add the following Fund to the Global Service Proxy Rider:

Income Funds:

T. Rowe Price Floating Rate Fund, Inc.


Schedule A

Page 1 of 3

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO

GLOBAL CUSTODY AGREEMENT WITH

THE CHASE MANHATTAN BANK

DATED JANUARY 3, 1994

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

 Equity Funds

  

T. Rowe Price Balanced Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Blue Chip Growth Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Capital Appreciation Fund

Global Proxy Service Rider

T. Rowe Price Capital Opportunity Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Dividend Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Equity Income Fund

Global Proxy Service Rider

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio


Global Proxy Service and Russian Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service and Russian Rider

T. Rowe Price Financial Services Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Global Real Estate Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Global Technology Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Growth & Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Health Sciences Fund, Inc.

Global Proxy Service Rider


  

T. Rowe Price Institutional Equity Funds, Inc.
on behalf of:
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 Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap Equity Growth
Fund
T. Rowe Price Institutional U.S. Structured Research
Fund



Global Proxy Service Rider

Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

Global Proxy Service Rider


Schedule A

Page 2 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

T. Rowe Price Institutional International Funds,
Inc. on behalf of:
T. Rowe Price Institutional Africa & Middle
East Fund
T. Rowe Price Institutional International Core
Equity Fund
T. Rowe Price Institutional Concentrated
International Equity Fund
T. Rowe Price Institutional Emerging Markets
Equity Fund
T. Rowe Price Institutional Global Equity Fund
T. Rowe Price Institutional Global Large-Cap
Equity Fund
T. Rowe Price Institutional Growth Equity Fund



Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc.
on behalf of:
T. Rowe Price Africa & Middle East Fund
T. Rowe Price Emerging Europe &
Mediterranean Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Infrastructure Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income
Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. Rowe Price Overseas Stock Fund



Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Index Fund, Inc.
on behalf of:
T. Rowe Price International Equity Index Fund



Global Proxy Service and Russian Rider

T. Rowe Price International Series, Inc.
on behalf of:
T. Rowe Price International Stock Portfolio



Global Proxy Service and Russian Rider

T. Rowe Price Media & Telecommunications Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New America Growth Fund

Global Proxy Service Rider


  

T. Rowe Price New Era Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New Horizons Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Assets Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Estate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Science & Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price U.S. Large-Cap Core Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Value Fund, Inc.

Global Proxy Service Rider


 Income Funds

  

T. Rowe Price Corporate Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price High Yield Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Fixed Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio



Global Proxy Service Rider

T. Rowe Price Floating Rate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Inflation Focused Bond Fund

Global Proxy Service Rider

T. Rowe Price Inflation Protected Bond Fund, Inc.

Global Proxy Service Rider


Schedule A 

Page 3 of 3

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

T. Rowe Price Institutional Income Funds, Inc., on behalf of:
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional Floating Rate Fund
T. Rowe Price Institutional High Yield Fund



Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Institutional International Funds,
Inc., on behalf of:
T. Rowe Price Institutional Emerging Markets
Bond Fund
T. Rowe Price Institutional International
Bond Fund



Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc.
on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Local Currency
Bond Fund
T. Rowe Price International Bond Fund


G
lobal Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

T. Rowe Price New Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Short-Term Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Strategic Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Personal Strategy Funds, Inc.
on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund



Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price Tax-Efficient Funds, Inc.
on behalf of:
T. Rowe Price Tax-Efficient Equity Fund



Global Proxy Service Rider


  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all Customers Under Section II of this Schedule A.

 T. Rowe Price Trust Company, as Trustee for the
 Johnson Matthey Salaried Employee Savings Plan

 Common Trust Funds

 T. Rowe Price Trust Company, as Trustee for the International

 Common Trust Fund on behalf of the Underlying Trusts:

  Emerging Markets Equity Trust    Global Proxy Service Rider

  Foreign Discovery Trust     Global Proxy Service Rider

  Foreign Discovery Trust - B    Global Proxy Service Rider

  India Trust        Global Proxy Service Rider

  International Small-Cap Trust    Global Proxy Service Rider

  Japan Discovery Trust      Global Proxy Service Rider

  Taiwan Trust        Global Proxy Service Rider


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of July 29, 2011 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer has appointed the Bank as its global custodian and the Bank has accepted such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Sections I and II of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a “Customer” and “Bank,” respectively, as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.


 4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.

 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

JPMORGAN CHASE BANK

By:

/s/

K. Foad   F. Neville

K. Foad   F. Neville

Vice President   Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN SCHEDULE A HERETO, SEPARATELY INDIVIDUALLY

By:

/s/

David Oestreicher

David Oestreicher

Vice President of the Entities/Portfolios Indicated in Part I of Schedule A and Vice President of T. Rowe Price Trust Company, Trustee of the Entities/Portfolios Indicated in Part II of Schedule A


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Common Trust Funds:

T. Rowe Price Capital Appreciation Trust

T. Rowe Price Equity Income Trust

T. Rowe Price Growth & Income Trust

T. Rowe Price Growth Stock Trust

T. Rowe Price New Horizons Trust

T. Rowe Price Managed Bond Common Trust Fund

Add the following Common Trust Funds to the Global Service Proxy Rider:

T. Rowe Price Capital Appreciation Trust

T. Rowe Price Equity Income Trust

T. Rowe Price Growth & Income Trust

T. Rowe Price Growth Stock Trust

T. Rowe Price New Horizons Trust

T. Rowe Price Managed Bond Common Trust Fund

Remove the following ERISA Account:

T. Rowe Price Trust Company, as Trustee for the Johnson Matthey Salaried Employee Savings Plan


Schedule A

Page 1 of 4

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO

GLOBAL CUSTODY AGREEMENT WITH

THE CHASE MANHATTAN BANK

DATED JANUARY 3, 1994

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

I. INVESTMENT COMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

Equity Funds

  

T. Rowe Price Balanced Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Blue Chip Growth Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Capital Appreciation Fund

Global Proxy Service Rider

T. Rowe Price Capital Opportunity Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Dividend Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Equity Income Fund

Global Proxy Service Rider

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio


Global Proxy Service and Russian Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service and Russian Rider

T. Rowe Price Financial Services Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Global Real Estate Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Global Technology Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Growth & Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Health Sciences Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Institutional Equity Funds, Inc. on behalf of:
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 Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap Equity Growth
Fund
T. Rowe Price Institutional U.S. Structured Research
Fund


Global Proxy Service Rider

Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

Global Proxy Service Rider


Schedule A

Page 2 of 4

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

  

T. Rowe Price Institutional International Funds, Inc.
on behalf of:
T. Rowe Price Institutional Africa & Middle
East Fund
T. Rowe Price Institutional International Core
Equity Fund
T. Rowe Price Institutional Concentrated
International Equity Fund
T. Rowe Price Institutional Emerging Markets
Equity Fund
T. Rowe Price Institutional Global Equity Fund
T. Rowe Price Institutional Global Large-Cap
Equity Fund
T. Rowe Price Institutional Growth Equity Fund



Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Africa & Middle East Fund
T. Rowe Price Emerging Europe &
Mediterranean Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Infrastructure Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. Rowe Price Overseas Stock Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Index Fund, Inc.
on behalf of:
T. Rowe Price International Equity Index Fund



Global Proxy Service and Russian Rider

T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio


Global Proxy Service and Russian Rider

T. Rowe Price Media & Telecommunications Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New America Growth Fund

Global Proxy Service Rider

T. Rowe Price New Era Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New Horizons Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Assets Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Estate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Science & Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price U.S. Large-Cap Core Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Value Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 3 of 4

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

Income Funds

   

T. Rowe Price Corporate Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price High Yield Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Fixed Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio



Global Proxy Service Rider

T. Rowe Price Floating Rate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Inflation Focused Bond Fund

Global Proxy Service Rider

T. Rowe Price Inflation Protected Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Institutional Income Funds, Inc.,
on behalf of:
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional Floating Rate Fund
T. Rowe Price Institutional High Yield Fund



Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Institutional International Funds, Inc.,
on behalf of:
T. Rowe Price Institutional Emerging Markets
Bond Fund
T. Rowe Price Institutional International Bond Fund



Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Local Currency
Bond Fund
T. Rowe Price International Bond Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

Global Proxy Service and Russian Rider

T. Rowe Price New Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Short-Term Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Strategic Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Personal Strategy Funds, Inc.
on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund



Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Equity Fund


Global Proxy Service Rider



  

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all
Customers Under Section II of this
Schedule A.

Common Trust Funds

T. Rowe Price Trust Company, as Trustee for the International

Common Trust Fund on behalf of the Underlying Trusts:

 Emerging Markets Equity Trust Global Proxy Service Rider

 Foreign Discovery Trust   Global Proxy Service Rider

 Foreign Discovery Trust - B  Global Proxy Service Rider

 India Trust     Global Proxy Service Rider

 International Small-Cap Trust  Global Proxy Service Rider

 Japan Discovery Trust   Global Proxy Service Rider

 Taiwan Trust     Global Proxy Service Rider


Schedule A

Page 4 of 4

  

CUSTOMER

APPLICABLE RIDERS TO
GLOBAL CUSTODY AGREEMENT

T. Rowe Price Trust Company, as Trustee for the
Institutional Common Trust Fund on behalf of the
Underlying Trusts:

 T. Rowe Price Capital Appreciation Trust Global Proxy Service Rider

 T. Rowe Price Equity Income Trust Global Proxy Service Rider

 T. Rowe Price Growth & Income Trust Global Proxy Service Rider

 T. Rowe Price Growth Stock Trust Global Proxy Service Rider

 T. Rowe Price New Horizons Trust Global Proxy Service Rider

T. Rowe Price Trust Company, as Trustee for the

T. Rowe Price Managed Bond Common Trust Fund Global Proxy Service Rider


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of October 17, 2011 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer has appointed the Bank as its global custodian and the Bank has accepted such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Sections I and II of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a “Customer” and “Bank,” respectively, as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

 4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

JPMORGAN CHASE BANK

By:

/s/

Fiona Neville

Fiona Neville

Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN SCHEDULE A HERETO, SEVERALLY AND NOT JOINTLY

By:

/s/

David Oestreicher

David Oestreicher

Vice President of the Entities/Portfolios Indicated in Part I of Schedule A and Vice President of T. Rowe Price Trust Company, Trustee of the Entities/Portfolios Indicated in Part II of Schedule A


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Funds:

Income Funds:

T. Rowe Price Multi-Sector Account Portfolios, Inc. on behalf of:

T. Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio

T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio

T. Rowe Price Floating Rate Multi-Sector Account Portfolio

T. Rowe Price High Yield Multi-Sector Account Portfolio

T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio

Add the following Funds to the Global Service Proxy Rider:

Income Funds:

T. Rowe Price Multi-Sector Account Portfolios, Inc. on behalf of:

T. Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio

T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio

T. Rowe Price Floating Rate Multi-Sector Account Portfolio

T. Rowe Price High Yield Multi-Sector Account Portfolio

T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio

Add the following Funds to the Russian Rider:

Income Funds:

T. Rowe Price Multi-Sector Account Portfolios, Inc. on behalf of:

T. Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio

T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio


Schedule A

Page 1 of 4

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO

GLOBAL CUSTODY AGREEMENT WITH

THE CHASE MANHATTAN BANK

DATED JANUARY 3, 1994

    

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

I. INVESTMENT COMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

Equity Funds

 

T. Rowe Price Balanced Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Blue Chip Growth Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Capital Appreciation Fund

Global Proxy Service Rider

T. Rowe Price Capital Opportunity Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Dividend Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Equity Income Fund

Global Proxy Service Rider

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio


Global Proxy Service and Russian Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service and Russian Rider

T. Rowe Price Financial Services Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Global Real Estate Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Global Technology Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Growth & Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Health Sciences Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Institutional Equity Funds, Inc. on behalf of:
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 Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap Equity Growth Fund
T. Rowe Price Institutional U.S. Structured Research Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Institutional International Funds, Inc. on behalf of:
T. Rowe Price Institutional Africa & Middle East Fund
T. Rowe Price Institutional International Core Equity Fund
T. Rowe Price Institutional Concentrated International Equity Fund
T. Rowe Price Institutional Emerging Markets Equity Fund
T. Rowe Price Institutional Global Equity Fund
T. Rowe Price Institutional Global Large-Cap Equity Fund
T. Rowe Price Institutional Growth Equity Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider


Schedule A

Page 2 of 4

    

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Africa & Middle East Fund
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Infrastructure Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. Rowe Price Overseas Stock Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund


Global Proxy Service and Russian Rider

T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio


Global Proxy Service and Russian Rider

T. Rowe Price Media & Telecommunications Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New America Growth Fund

Global Proxy Service Rider

T. Rowe Price New Era Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New Horizons Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Assets Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Estate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Science & Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price U.S. Large-Cap Core Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Value Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 3 of 4

    

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

Income Funds

 

T. Rowe Price Corporate Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price High Yield Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Fixed Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio


Global Proxy Service Rider

T. Rowe Price Floating Rate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Inflation Focused Bond Fund

Global Proxy Service Rider

T. Rowe Price Inflation Protected Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Institutional Income Funds, Inc., on behalf of:
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional Floating Rate Fund
T. Rowe Price Institutional High Yield Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Institutional International Funds, Inc., on behalf of:
T. Rowe Price Institutional Emerging Markets Bond Fund
T. Rowe Price Institutional International Bond Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Local Currency Bond Fund
T. Rowe Price International Bond Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price Multi-Sector Account Portfolios, Inc., on behalf of:
T. Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio
T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio
T. Rowe Price Floating Rate Multi-Sector Account Portfolio
T. Rowe Price High Yield Multi-Sector Account Portfolio
T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price New Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Short-Term Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Strategic Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Equity Fund


Global Proxy Service Rider


Schedule A

Page 4 of 4

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

     

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all
Customers Under Section II of this
Schedule A.

Common Trust Funds

 

T. Rowe Price Trust Company, as Trustee for the International

Common Trust Fund on behalf of the Underlying Trusts:

 

Emerging Markets Equity Trust

Global Proxy Service Rider

Foreign Discovery Trust

Global Proxy Service Rider

Foreign Discovery Trust - B

Global Proxy Service Rider

India Trust

Global Proxy Service Rider

International Small-Cap Trust

Global Proxy Service Rider

Japan Discovery Trust

Global Proxy Service Rider

T. Rowe Price Trust Company, as Trustee for the
Institutional Common Trust Fund on behalf of the
Underlying Trusts:

 

T. Rowe Price Capital Appreciation Trust

Global Proxy Service Rider

T. Rowe Price Equity Income Trust

Global Proxy Service Rider

T. Rowe Price Growth & Income Trust

Global Proxy Service Rider

T. Rowe Price Growth Stock Trust

Global Proxy Service Rider

T. Rowe Price New Horizons Trust

Global Proxy Service Rider

T. Rowe Price Trust Company, as Trustee for the

T. Rowe Price Managed Bond Common Trust Fund

Global Proxy Service Rider


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of February 8, 2012 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer has appointed the Bank as its global custodian and the Bank has accepted such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Sections I and II of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a “Customer” and “Bank,” respectively, as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

 4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

JPMORGAN CHASE BANK

By:

/s/

Fiona Neville

Fiona Neville

Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN SCHEDULE A HERETO, SEVERALLY AND NOT JOINTLY

By:

/s/

David Oestreicher

David Oestreicher

Vice President of the Entities/Portfolios Indicated in Part I of Schedule A and Vice President of T. Rowe Price Trust Company, Trustee of the Entities/Portfolios Indicated in Part II of Schedule A


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Fund:

Income Funds

T. Rowe Price International Funds, Inc. on behalf of:

T. Rowe Price Emerging Markets Corporate Bond Fund

Add the following Fund to the Global Service Proxy Rider:

Income Funds

T. Rowe Price International Funds, Inc. on behalf of:

T. Rowe Price Emerging Markets Corporate Bond Fund

Add the following Fund to the Russian Rider:

Income Funds

T. Rowe Price International Funds, Inc. on behalf of:

T. Rowe Price Emerging Markets Corporate Bond Fund

Name change to the following Fund:

Equity Funds

T. Rowe Price International Funds, Inc. on behalf of:

T. Rowe Price Emerging Europe & Mediterranean Fund

Effective February 8, 2012, the fund’s name was changed to:

T. Rowe Price International Funds, Inc. on behalf of:

T. Rowe Price Emerging Europe Fund


Schedule A

Page 1 of 4

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO

GLOBAL CUSTODY AGREEMENT WITH

THE CHASE MANHATTAN BANK

DATED JANUARY 3, 1994

    

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

I. INVESTMENT COMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

Equity Funds

 

T. Rowe Price Balanced Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Blue Chip Growth Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Capital Appreciation Fund

Global Proxy Service Rider

T. Rowe Price Capital Opportunity Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Dividend Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Equity Income Fund

Global Proxy Service Rider

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio


Global Proxy Service and Russian Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service and Russian Rider

T. Rowe Price Financial Services Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Global Real Estate Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Global Technology Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Growth & Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Health Sciences Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Institutional Equity Funds, Inc. on behalf of:
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 Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap Equity Growth Fund
T. Rowe Price Institutional U.S. Structured Research Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Institutional International Funds, Inc. on behalf of:
T. Rowe Price Institutional Africa & Middle East Fund
T. Rowe Price Institutional Concentrated International Equity Fund
T. Rowe Price Institutional International Core Equity Fund
T. Rowe Price Institutional Emerging Markets Equity Fund
T. Rowe Price Institutional Growth Equity Fund
T. Rowe Price Institutional Global Equity Fund
T. Rowe Price Institutional Global Large-Cap Equity Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider


Schedule A

Page 2 of 4

    

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Africa & Middle East Fund
T. Rowe Price Emerging Europe Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Infrastructure Fund
T. Rowe Price Global Large-Cap Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. Rowe Price Overseas Stock Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund


Global Proxy Service and Russian Rider

T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio


Global Proxy Service and Russian Rider

T. Rowe Price Media & Telecommunications Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New America Growth Fund

Global Proxy Service Rider

T. Rowe Price New Era Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New Horizons Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Assets Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Estate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Science & Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price U.S. Large-Cap Core Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Value Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 3 of 4

    

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

Income Funds

 

T. Rowe Price Corporate Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price High Yield Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Fixed Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio


Global Proxy Service Rider

T. Rowe Price Floating Rate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Inflation Focused Bond Fund

Global Proxy Service Rider

T. Rowe Price Inflation Protected Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Institutional Income Funds, Inc., on behalf of:
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional Floating Rate Fund
T. Rowe Price Institutional High Yield Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Institutional International Funds, Inc., on behalf of:
T. Rowe Price Institutional Emerging Markets Bond Fund
T. Rowe Price Institutional International Bond Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Corporate Bond Fund
T. Rowe Price Emerging Markets Local Currency Bond Fund
T. Rowe Price International Bond Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price Multi-Sector Account Portfolios, Inc., on behalf of:
T. Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio
T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio
T. Rowe Price Floating Rate Multi-Sector Account Portfolio
T. Rowe Price High Yield Multi-Sector Account Portfolio
T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price New Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price Short-Term Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Strategic Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Equity Fund


Global Proxy Service Rider


Schedule A

Page 4 of 4

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

     

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all
Customers Under Section II of this
Schedule A.

Common Trust Funds

 

T. Rowe Price Trust Company, as Trustee for the International

Common Trust Fund on behalf of the Underlying Trusts:

 

Emerging Markets Equity Trust

Global Proxy Service Rider

Foreign Discovery Trust

Global Proxy Service Rider

Foreign Discovery Trust - B

Global Proxy Service Rider

India Trust

Global Proxy Service Rider

International Small-Cap Trust

Global Proxy Service Rider

Japan Discovery Trust

Global Proxy Service Rider

T. Rowe Price Trust Company, as Trustee for the
Institutional Common Trust Fund on behalf of the
Underlying Trusts:

 

T. Rowe Price Capital Appreciation Trust

Global Proxy Service Rider

T. Rowe Price Equity Income Trust

Global Proxy Service Rider

T. Rowe Price Growth & Income Trust

Global Proxy Service Rider

T. Rowe Price Growth Stock Trust

Global Proxy Service Rider

T. Rowe Price New Horizons Trust

Global Proxy Service Rider

T. Rowe Price Trust Company, as Trustee for the

T. Rowe Price Managed Bond Common Trust Fund

Global Proxy Service Rider


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of April 24, 2012 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer has appointed the Bank as its global custodian and the Bank has accepted such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Sections I and II of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a “Customer” and “Bank,” respectively, as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

 4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

JPMORGAN CHASE BANK

By:

/s/

Fiona Neville

Fiona Neville

Vice President

    
 

EACH OF THE CUSTOMERS LISTED IN SCHEDULE A HERETO, SEVERALLY AND NOT JOINTLY

By:

/s/

David Oestreicher

David Oestreicher

Vice President of the Entities/Portfolios Indicated in Part I of Schedule A and Vice President of T. Rowe Price Trust Company, Trustee of the Entities/Portfolios Indicated in Part II of Schedule A


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Fund:

Equity Funds

T. Rowe Price Institutional International Funds, Inc. on behalf of:

T. Rowe Price Institutional Global Value Equity Fund

Add the following Fund to the Global Service Proxy Rider:

Equity Funds

T. Rowe Price Institutional International Funds, Inc. on behalf of:

T. Rowe Price Institutional Global Value Equity Fund

Add the following Fund to the Russian Rider:

Equity Funds

T. Rowe Price Institutional International Funds, Inc. on behalf of:

T. Rowe Price Institutional Global Value Equity Fund


Schedule A

Page 1 of 4

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO

GLOBAL CUSTODY AGREEMENT WITH

THE CHASE MANHATTAN BANK

DATED JANUARY 3, 1994

    

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

I. INVESTMENT COMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

Equity Funds

 

T. Rowe Price Balanced Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Blue Chip Growth Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Capital Appreciation Fund

Global Proxy Service Rider

T. Rowe Price Capital Opportunity Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Dividend Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Equity Income Fund

Global Proxy Service Rider

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio


Global Proxy Service and Russian Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service and Russian Rider

T. Rowe Price Financial Services Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Global Real Estate Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Global Technology Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Growth & Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Health Sciences Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Institutional Equity Funds, Inc. on behalf of:
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 Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap Equity Growth Fund
T. Rowe Price Institutional U.S. Structured Research Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider


Schedule A

Page 2 of 4

    

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

T. Rowe Price Institutional International Funds, Inc. on behalf of:
T. Rowe Price Institutional Africa & Middle East Fund
T. Rowe Price Institutional Concentrated International Equity Fund
T. Rowe Price Institutional Emerging Markets Equity Fund
T. Rowe Price Institutional Global Equity Fund
T. Rowe Price Institutional Global Large-Cap Equity Fund
T. Rowe Price Institutional Global Value Equity Fund
T. Rowe Price Institutional International Core Equity Fund
T. Rowe Price Institutional International Growth Equity Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Africa & Middle East Fund
T. Rowe Price Emerging Europe Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Infrastructure Fund
T. Rowe Price Global Large-Cap Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. Rowe Price Overseas Stock Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund


Global Proxy Service and Russian Rider

T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio


Global Proxy Service and Russian Rider

T. Rowe Price Media & Telecommunications Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New America Growth Fund

Global Proxy Service Rider

T. Rowe Price New Era Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New Horizons Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Assets Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Estate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Science & Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price U.S. Large-Cap Core Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Value Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 3 of 4

    

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

Income Funds

 

T. Rowe Price Corporate Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price High Yield Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Fixed Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio


Global Proxy Service Rider

T. Rowe Price Floating Rate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Inflation Focused Bond Fund

Global Proxy Service Rider

T. Rowe Price Inflation Protected Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Institutional Income Funds, Inc., on behalf of:
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional Floating Rate Fund
T. Rowe Price Institutional High Yield Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Institutional International Funds, Inc., on behalf of:
T. Rowe Price Institutional Emerging Markets Bond Fund
T. Rowe Price Institutional International Bond Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Corporate Bond Fund
T. Rowe Price Emerging Markets Local Currency Bond Fund
T. Rowe Price International Bond Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price Multi-Sector Account Portfolios, Inc., on behalf of:
T. Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio
T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio
T. Rowe Price Floating Rate Multi-Sector Account Portfolio
T. Rowe Price High Yield Multi-Sector Account Portfolio
T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price New Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price Short-Term Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Strategic Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Equity Fund


Global Proxy Service Rider


Schedule A

Page 4 of 4

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

     

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all
Customers Under Section II of this
Schedule A.

Common Trust Funds

 

T. Rowe Price Trust Company, as Trustee for the International

Common Trust Fund on behalf of the Underlying Trusts:

 

Emerging Markets Equity Trust

Global Proxy Service Rider

Foreign Discovery Trust

Global Proxy Service Rider

Foreign Discovery Trust - B

Global Proxy Service Rider

India Trust

Global Proxy Service Rider

International Small-Cap Trust

Global Proxy Service Rider

Japan Discovery Trust

Global Proxy Service Rider

T. Rowe Price Trust Company, as Trustee for the
Institutional Common Trust Fund on behalf of the
Underlying Trusts:

 

T. Rowe Price Capital Appreciation Trust

Global Proxy Service Rider

T. Rowe Price Equity Income Trust

Global Proxy Service Rider

T. Rowe Price Growth & Income Trust

Global Proxy Service Rider

T. Rowe Price Growth Stock Trust

Global Proxy Service Rider

T. Rowe Price New Horizons Trust

Global Proxy Service Rider

T. Rowe Price Trust Company, as Trustee for the

T. Rowe Price Managed Bond Common Trust Fund



Global Proxy Service Rider


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of February 5, 2013 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer has appointed the Bank as its global custodian and the Bank has accepted such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Sections I and II of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a “Customer” and “Bank,” respectively, as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

 4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

JPMORGAN CHASE BANK

By:

/s/

Fiona Neville

Fiona Neville

Executive Director

    
 

EACH OF THE CUSTOMERS LISTED IN SCHEDULE A HERETO, SEVERALLY AND NOT JOINTLY

By:

/s/

David Oestreicher

David Oestreicher

Vice President of the Entities/Portfolios Indicated in Part I of Schedule A and Vice President of T. Rowe Price Trust Company, Trustee of the Entities/Portfolios Indicated in Part II of Schedule A


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Fund:

Income Funds

T. Rowe Price Institutional Income Funds, Inc. on behalf of:

T. Rowe Price Institutional Long Duration Credit Fund

Add the following Fund to the Global Service Proxy Rider:

Income Funds

T. Rowe Price Institutional Income Funds, Inc. on behalf of:

T. Rowe Price Institutional Long Duration Credit Fund


Schedule A

Page 1 of 4

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO

GLOBAL CUSTODY AGREEMENT WITH

THE CHASE MANHATTAN BANK

DATED JANUARY 3, 1994

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

I. INVESTMENT COMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

Equity Funds

 

T. Rowe Price Balanced Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Blue Chip Growth Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Capital Appreciation Fund

Global Proxy Service Rider

T. Rowe Price Capital Opportunity Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Dividend Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Equity Income Fund

Global Proxy Service Rider

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio


Global Proxy Service and Russian Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service and Russian Rider

T. Rowe Price Financial Services Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Global Real Estate Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Global Technology Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Growth & Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Health Sciences Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Institutional Equity Funds, Inc. on behalf of:
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 Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap Equity Growth Fund
T. Rowe Price Institutional U.S. Structured Research Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider


Schedule A

Page 2 of 4

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

T. Rowe Price Institutional International Funds, Inc. on behalf of:
T. Rowe Price Institutional Africa & Middle East Fund
T. Rowe Price Institutional Concentrated International Equity Fund
T. Rowe Price Institutional Emerging Markets Equity Fund
T. Rowe Price Institutional Global Equity Fund
T. Rowe Price Institutional Global Large-Cap Equity Fund
T. Rowe Price Institutional Global Value Equity Fund
T. Rowe Price Institutional International Core Equity Fund
T. Rowe Price Institutional International Growth Equity Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Africa & Middle East Fund
T. Rowe Price Emerging Europe Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Infrastructure Fund
T. Rowe Price Global Large-Cap Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. Rowe Price Overseas Stock Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund


Global Proxy Service and Russian Rider

T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio


Global Proxy Service and Russian Rider

T. Rowe Price Media & Telecommunications Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New America Growth Fund

Global Proxy Service Rider

T. Rowe Price New Era Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New Horizons Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Assets Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Estate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Science & Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price U.S. Large-Cap Core Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Value Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 3 of 4

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

Income Funds

 

T. Rowe Price Corporate Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price High Yield Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Fixed Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio


Global Proxy Service Rider

T. Rowe Price Floating Rate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Inflation Focused Bond Fund

Global Proxy Service Rider

T. Rowe Price Inflation Protected Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Institutional Income Funds, Inc., on behalf of:
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional Floating Rate Fund
T. Rowe Price Institutional High Yield Fund
T. Rowe Price Institutional Long Duration Credit Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Institutional International Funds, Inc., on behalf of:
T. Rowe Price Institutional Emerging Markets Bond Fund
T. Rowe Price Institutional International Bond Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Corporate Bond Fund
T. Rowe Price Emerging Markets Local Currency Bond Fund
T. Rowe Price International Bond Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price Multi-Sector Account Portfolios, Inc., on behalf of:
T. Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio
T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio
T. Rowe Price Floating Rate Multi-Sector Account Portfolio
T. Rowe Price High Yield Multi-Sector Account Portfolio
T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price New Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price Short-Term Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Strategic Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Equity Fund


Global Proxy Service Rider


Schedule A

Page 4 of 4

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

     

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all
Customers Under Section II of this
Schedule A.

Common Trust Funds

 

T. Rowe Price Trust Company, as Trustee for the International

Common Trust Fund on behalf of the Underlying Trusts:

 

Emerging Markets Equity Trust

Global Proxy Service Rider

Foreign Discovery Trust

Global Proxy Service Rider

Foreign Discovery Trust - B

Global Proxy Service Rider

India Trust

Global Proxy Service Rider

International Small-Cap Trust

Global Proxy Service Rider

Japan Discovery Trust

Global Proxy Service Rider

T. Rowe Price Trust Company, as Trustee for the
Institutional Common Trust Fund on behalf of the
Underlying Trusts:

 

T. Rowe Price Capital Appreciation Trust

Global Proxy Service Rider

T. Rowe Price Equity Income Trust

Global Proxy Service Rider

T. Rowe Price Growth & Income Trust

Global Proxy Service Rider

T. Rowe Price Growth Stock Trust

Global Proxy Service Rider

T. Rowe Price New Horizons Trust

Global Proxy Service Rider

T. Rowe Price Trust Company, as Trustee for the

T. Rowe Price Managed Bond Common Trust Fund



Global Proxy Service Rider


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of March 5, 2013 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

 WHEREAS, the Customer has appointed the Bank as its global custodian and the Bank has accepted such appointment pursuant to the terms of the Custody Agreement;

 NOW, THEREFORE, the parties hereto agree as follows:

 1. Amendment. Sections I and II of Schedule A of the Custody Agreement (“Schedule A”) shall be amended to change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

 2. Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a “Customer” and “Bank,” respectively, as defined in the Custody Agreement.

 3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

 4. Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


 IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

    
 

JPMORGAN CHASE BANK

By:

/s/

Fiona Neville

Fiona Neville

Executive Director

    
 

EACH OF THE CUSTOMERS LISTED IN SCHEDULE A HERETO, SEVERALLY AND NOT JOINTLY

By:

/s/

David Oestreicher

David Oestreicher

Vice President of the Entities/Portfolios Indicated in Part I of Schedule A and Vice President of T. Rowe Price Trust Company, Trustee of the Entities/Portfolios Indicated in Part II of Schedule A


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Fund:

Equity Funds

T. Rowe Price Global Allocation Fund, Inc.

Add the following Fund to the Global Service Proxy Rider:

Equity Funds

T. Rowe Price Global Allocation Fund, Inc.


Schedule A

Page 1 of 4

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO

GLOBAL CUSTODY AGREEMENT WITH

THE CHASE MANHATTAN BANK

DATED JANUARY 3, 1994

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

I. INVESTMENT COMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940

The Mutual Fund Rider is applicable to all Customers listed under Section I of this Schedule A.

Equity Funds

 

T. Rowe Price Balanced Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Blue Chip Growth Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Capital Appreciation Fund

Global Proxy Service Rider

T. Rowe Price Capital Opportunity Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Dividend Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Equity Income Fund

Global Proxy Service Rider

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio


Global Proxy Service and Russian Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service and Russian Rider

T. Rowe Price Financial Services Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Global Allocation Fund, Inc.

T. Rowe Price Global Real Estate Fund, Inc.

Global Proxy Service Rider

Global Proxy Service and Russian Rider

T. Rowe Price Global Technology Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Growth & Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Growth Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Health Sciences Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Institutional Equity Funds, Inc. on behalf of:
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 Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap Equity Growth Fund
T. Rowe Price Institutional U.S. Structured Research Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider


Schedule A

Page 2 of 4

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

T. Rowe Price Institutional International Funds, Inc. on behalf of:
T. Rowe Price Institutional Africa & Middle East Fund
T. Rowe Price Institutional Concentrated International Equity Fund
T. Rowe Price Institutional Emerging Markets Equity Fund
T. Rowe Price Institutional Global Equity Fund
T. Rowe Price Institutional Global Large-Cap Equity Fund
T. Rowe Price Institutional Global Value Equity Fund
T. Rowe Price Institutional International Core Equity Fund
T. Rowe Price Institutional International Growth Equity Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Africa & Middle East Fund
T. Rowe Price Emerging Europe Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Infrastructure Fund
T. Rowe Price Global Large-Cap Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. Rowe Price Overseas Stock Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund


Global Proxy Service and Russian Rider

T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio


Global Proxy Service and Russian Rider

T. Rowe Price Media & Telecommunications Fund, Inc.

Global Proxy Service and Russian Rider

T. Rowe Price Mid-Cap Growth Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Mid-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New America Growth Fund

Global Proxy Service Rider

T. Rowe Price New Era Fund, Inc.

Global Proxy Service Rider

T. Rowe Price New Horizons Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Assets Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Real Estate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Science & Technology Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Stock Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Small-Cap Value Fund, Inc.

Global Proxy Service Rider

T. Rowe Price U.S. Large-Cap Core Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Value Fund, Inc.

Global Proxy Service Rider


Schedule A

Page 3 of 4

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

Income Funds

 

T. Rowe Price Corporate Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price High Yield Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Fixed Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio


Global Proxy Service Rider

T. Rowe Price Floating Rate Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Inflation Focused Bond Fund

Global Proxy Service Rider

T. Rowe Price Inflation Protected Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Institutional Income Funds, Inc., on behalf of:
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional Floating Rate Fund
T. Rowe Price Institutional High Yield Fund
T. Rowe Price Institutional Long Duration Credit Fund


Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price Institutional International Funds, Inc., on behalf of:
T. Rowe Price Institutional Emerging Markets Bond Fund
T. Rowe Price Institutional International Bond Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Corporate Bond Fund
T. Rowe Price Emerging Markets Local Currency Bond Fund
T. Rowe Price International Bond Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price Multi-Sector Account Portfolios, Inc., on behalf of:
T. Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio
T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio
T. Rowe Price Floating Rate Multi-Sector Account Portfolio
T. Rowe Price High Yield Multi-Sector Account Portfolio
T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider

T. Rowe Price New Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund


Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider

T. Rowe Price Short-Term Bond Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Strategic Income Fund, Inc.

Global Proxy Service Rider

T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Equity Fund


Global Proxy Service Rider


Schedule A

Page 4 of 4

  

CUSTOMER

APPLICABLE RIDERS TO GLOBAL CUSTODY AGREEMENT

     

II. ACCOUNTS SUBJECT TO ERISA

The ERISA Rider is applicable to all
Customers Under Section II of this
Schedule A.

Common Trust Funds

 

T. Rowe Price Trust Company, as Trustee for the International

Common Trust Fund on behalf of the Underlying Trusts:

 

Emerging Markets Equity Trust

Global Proxy Service Rider

Foreign Discovery Trust

Global Proxy Service Rider

Foreign Discovery Trust - B

Global Proxy Service Rider

India Trust

Global Proxy Service Rider

International Small-Cap Trust

Global Proxy Service Rider

Japan Discovery Trust

Global Proxy Service Rider

T. Rowe Price Trust Company, as Trustee for the
Institutional Common Trust Fund on behalf of the
Underlying Trusts:

 

T. Rowe Price Capital Appreciation Trust

Global Proxy Service Rider

T. Rowe Price Equity Income Trust

Global Proxy Service Rider

T. Rowe Price Growth & Income Trust

Global Proxy Service Rider

T. Rowe Price Growth Stock Trust

Global Proxy Service Rider

T. Rowe Price New Horizons Trust

Global Proxy Service Rider

T. Rowe Price Trust Company, as Trustee for the

T. Rowe Price Managed Bond Common Trust Fund



Global Proxy Service Rider


EX-99.H OTH MAT CONT 5 2013transferagencyagr-20134.htm Untitled Document

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

5

 

4. Bank Accounts

5

Article C

Fees and Expenses

6

Article D

Representations and Warranties of the Price Services

6

Article E

Representations and Warranties of the Fund

6

Article F

Standard of Care/Indemnification

7

Article G

Dual Interests

10

Article H

Documentation

10

Article I

Recordkeeping/Confidentiality

12

Article J

Compliance with Governmental Rules and Regulations

12

Article K

Ownership of Software and Related Material

13

Article L

Quality Service Standards

13

Article M

As of Transactions

13

Article N

Term and Termination of Agreement

17

Article O

Notice

17

Article P

Assignment

18

Article Q

Amendment/Interpretive Provisions

18

Article R

Further Assurances

18

Article S

Maryland Law to Apply

18

Article T

Merger of Agreement

18

Article U

Counterparts

19

Article V

The Parties

19


   

Article W

Directors, Trustees, Shareholders and Massachusetts Business Trust

19

Article X

Captions

20


 SCHEDULE 1

 APPENDIX A


TRANSFER AGENCY AND SERVICE AGREEMENT

 AGREEMENT made as of the first day of January, 2013, 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; and


 WHEREAS, certain of the Funds are named investment options under various retirement plans including, but not limited to, individual retirement accounts, SEP-IRA’s, SIMPLE plans, deferred compensation plans, 403(b) plans, and profit sharing, thrift, and money purchase pension plans for self-employed individuals, 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”).

  NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

A. Terms of Appointment

 Subject to the terms and conditions set forth in this Agreement, the Fund hereby employs and appoints Price Services to act, and Price Services agrees to act, as the Fund’s transfer agent, dividend disbursing agent and agent in connection with 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 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.


 In addition, Price Services may subcontract or jointly contract with other parties, including banks, on behalf of the Fund, to perform certain of the functions described herein.

B.  Duties of Price Services

 1. Services. Price Services agrees that it will perform services set forth on Schedule 1 of this Agreement, on behalf of the Fund, in accordance with all applicable rules and regulations, the Fund’s then-current prospectus and policies and procedures adopted by Price Services. Price Services will implement and maintain the systems, data storage and reporting necessary to perform such services.

 2. Agreements with Intermediaries. The Fund authorizes Price Services to enter into agreements with certain third party intermediaries, which include but are not limited to banks, broker-dealers, insurance companies and retirement plan recordkeepers (“Intermediary”), for the following purposes:

·  Orders. Price Services shall enter into agreements, on behalf of the Funds, with Intermediaries for the purchase, sale and exchange of Fund shares by Shareholders (including Plan Participants) and for the transmission and settlement of such orders to Price Services in accordance with procedures established by such agreement. Receipt of orders by the Intermediary by the close of business on a day the New York Stock Exchange is open shall be deemed receipt of the order by the Fund for that day’s net asset value to the extent permitted by Rule 22c-1 of the Investment Company Act of 1940 (“’40 Act”) and the agreement between Price Services and the Intermediary.

· To comply with Rule 22c-2 of the ’40 Act. Price Services shall enter into agreements, on behalf of the Fund, with Intermediaries who hold shares in


omnibus accounts for purposes of compliance with Rule 22c-2 of the ’40 Act (“Shareholder Information Agreements”). Price Services shall monitor the omnibus accounts for unusual trading activity in accordance with the Fund’s excessive trading procedures and when unusual activity is suspected, pursuant to the Shareholder Information Agreement, Price Services shall request from the Intermediary underlying Shareholder personal and transaction data. Once received, Price Services will review the data to determine if the Fund’s excessive trading policy has been violated. Pursuant to the terms of the Shareholder Information Agreement, if Price Services determines that the Fund’s policy has been violated, Price Services shall instruct the Intermediary to restrict or prohibit future purchases of Fund shares by Shareholders (or warn Shareholders when appropriate) identified by Price Services as having violated the policy.

·  Redemption Fees. Price Services shall enter into agreements with Intermediaries maintaining omnibus accounts to require the Intermediary to collect and remit redemption fees for applicable Funds from underlying Shareholder Accounts in accordance with the Fund’s then-current prospectus at the time of the transaction (subject to the fee) and remit such fees to the Fund on a monthly basis or such other mutually agreed upon time.

· Administrative Fee Payments. 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.

 3. Anti-Money Laundering Program. The Funds authorize Price Services to perform, on behalf of the Funds, Anti-Money Laundering (“AML”) services in accordance with the Anti-Money Laundering Program adopted by the Funds, including the Fund’s Customer Identification Program and the Joint and Travel Rule for wires, as applicable. Price Services shall, maintain policies and procedures, and related internal controls, which are consistent with such AML Program. Price Services will also comply with economic sanction programs administered by the U.S. Treasury Department’s Office of Foreign Asset Control (“OFAC”), including checking Shareholder names against the OFAC list of sanctioned persons. 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.

 4. Bank Accounts. The Funds authorize Price Services to establish one or more bank accounts in its name or in the name of the Funds for the purpose of providing Services under this Agreement and the Funds acknowledge that monies held for the


benefit of a Fund may be held in an account with monies held for another Fund, provided, however, that in all cases Price Services shall keep records in the ordinary course of business as to the individual amounts held for the benefit of each Fund individually.

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 Services

 Price Services represents and warrants to the Fund that:

1. It is a corporation duly organized and existing and in good standing under the laws of Maryland;

2. It is empowered under applicable laws and by its charter and by-laws to enter into and perform this Agreement;

3. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement;

4. It is registered with the Securities and Exchange Commission as a Transfer Agent pursuant to Section 17A of the ‘34 Act; and

5. It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

E. Representations and Warranties of the Fund

 The Fund represents and warrants to Price Services that:

1. It is a corporation or business trust duly organized and existing and in good standing under the laws of Maryland or Massachusetts, as the case may be;


2. It is empowered under applicable laws and by its Articles of Incorporation or Declaration of Trust, as the case may be, and By-Laws to enter into and perform this Agreement;

3. All proceedings required by said Articles of Incorporation or Declaration of Trust, as the case may be, and By-Laws have been taken to authorize it to enter into and perform this Agreement;

4. It is an investment company registered under the ’40 Act; and

5. A registration statement under the Securities Act of 1933 (“the ‘33 Act”) is currently effective and will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Fund being offered for sale.

F. Standard of Care/Indemnification

 Notwithstanding anything to the contrary in this Agreement:

1. Price Services shall not be liable to any Fund for any act or failure to act by it or its agents or subcontractors on behalf of the Fund in carrying or attempting to carry out the terms and provisions of this Agreement provided Price Services has acted in good faith and without negligence or willful misconduct and selected and monitored the performance of its agents and subcontractors with reasonable care.

2. The Fund shall indemnify and hold Price Services harmless from and against all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by Price Services resulting from: (i) any action or omission by Price Services or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Services acting upon instructions believed by it to have been


executed by a duly authorized officer of the Fund; or (iii) Price Services acting upon information provided by the Fund under policies agreed to by Price Services and the Fund. Price Services shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Services or where Price Services has not exercised reasonable care in selecting or monitoring the performance of its agents or subcontractors.

3. Except as provided in Article M of this Agreement, Price Services shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Services or which result from Price Services’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Services.

4. In determining Price Services’ liability, an isolated error or omission will normally not be deemed to constitute negligence when it is determined that:

· Price Services had in place “appropriate procedures;”

· the employee(s) responsible for the error or omission had been reasonably trained and were being appropriately monitored; and

· No evidence or circumstances have been produced to indicate that the individual who committed the error or omission was functioning in bad faith, gross negligence or willful misconduct at the time of the incident.


It is understood that Price Services is not obligated to have in place separate procedures to prevent each and every conceivable type of error or omission. The term “Appropriate Procedures” shall mean procedures reasonably designed to prevent and detect errors and omissions. In determining the reasonableness of such procedures, weight will be given to such factors as are appropriate, including the prior occurrence of any similar errors or omissions when such procedures were in place and transfer agent industry standards, if known, in place at the time of the occurrence.

5. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes.

6. In order that the indemnification provisions contained in this Article F shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent.

7. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.


G. Dual Interests

 It is understood that some person or persons may be directors, officers, or shareholders of both the Funds and Price Services (including Price Services’ affiliates), and that the existence of any such dual interest shall not affect the validity of this Agreement or of any transactions hereunder except as otherwise provided by a specific provision of applicable law.

H. Documentation

 As requested by Price Services, the Fund shall promptly furnish to Price Services the following:

· A certified copy of the resolution of the Directors/Trustees of the Fund authorizing the appointment of Price Services and the execution and delivery of this Agreement;

· A copy of the Articles of Incorporation or Declaration of Trust, as the case may be, and By-Laws of the Fund and all amendments thereto;

· As applicable, specimens of all forms of outstanding and new stock/share certificates in the forms approved by the Board of Directors/Trustees of the Fund with a certificate of the Secretary of the Fund as to such approval;

· All account application forms and other documents relating to Shareholders’ accounts;

· An opinion of counsel for the Fund with respect to the validity of the stock, the number of Shares authorized, the status of redeemed Shares, and the number of Shares with respect to which a Registration Statement has been filed and is in effect; and

· A copy of the Fund’s current prospectus.


 The delivery of any such document for the purpose of any other agreement to which the Fund and Price Services are or were parties shall be deemed to be delivery for the purposes of this Agreement.

As requested by Price Services, the Fund will also furnish from time to time the following documents:

· Each resolution of the Board of Directors/Trustees of the Fund authorizing the original issue of its Shares;

· Each Registration Statement filed with the Securities and Exchange Commission and amendments and orders thereto in effect with respect to the sale of Shares with respect to the Fund;

· A certified copy of each amendment to the Articles of Incorporation or Declaration of Trust, and the By-Laws of the Fund;

· Certified copies of each vote of the Board of Directors/Trustees authorizing officers to give instructions to the Transfer Agent; and

· Such other documents or opinions which Price Services, in its discretion, may reasonably deem necessary or appropriate in the proper performance of its duties;

 Price Services hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such forms and devices.


I. Recordkeeping/Confidentiality

1. Price Services shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable, provided that Price Services shall keep all records in such form and in such manner as required by applicable law.

2. Price Services and the Fund agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except: (a) after prior notification to and approval in writing by the other party hereto, which approval shall not be unreasonably withheld and may not be withheld where Price Services or the Fund may be exposed to civil or criminal contempt proceedings for failure to comply; (b) when requested to divulge such information by duly constituted governmental authorities; or (c) after so requested by the other party hereto.

 Without limiting the foregoing, Price Services has implemented, and will maintain during the term of this Agreement, measures designed to (i) ensure the security and confidentiality of identifying information concerning Shareholders, (ii) use such information to provide the services hereunder, (iii) protect against any anticipated threats or hazards to the security or integrity of such information, (iv) protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to the subject of such information, and (v) ensure appropriate disposal of such information, to the extent such information is being disposed of by Price Services.

J. Compliance with Governmental Rules and Regulations

 Except as otherwise provided in the Agreement and except for the accuracy of information furnished to the Fund by Price Services, each Fund assumes full responsibility for the preparation, contents and distribution of its prospectuses and compliance with all applicable


requirements of the ’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 Material

 All computer programs, magnetic tapes, written procedures and similar items purchased and/or developed and used by Price Services in performance of the Agreement shall be the property of Price Services and will not become the property of the Fund.

L. Quality Service Standards

 Price Services and the Fund may from time to time agree to certain quality service standards, as well as incentives and penalties with respect to Price Services’ hereunder.

M. As Of Transactions

 For purposes of this Article M, the term “As Of 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 As Of 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 As Of 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 As Of Transaction.

· Reporting

  Price Services shall:

  1. Utilize a system to identify all As Of Transactions, and shall compute the net effect of such As Of Transactions upon the Fund on a daily, monthly and rolling 365-day basis. The monthly and rolling 365-day periods are hereafter referred to as “Cumulative.”

  2. Supply to the Fund, from time to time as mutually agreed upon, a report summarizing the As Of Transactions and the daily and Cumulative net effects of such As Of Transactions both in terms of the aggregate dilution or loss (“Loss”) or gain (“Gain”) experienced by the Fund, and the impact such Gain or Loss has had upon the Fund’s net asset value per share.

  3. With respect to any As Of Transaction which causes a Loss to the Fund of $100,000 or more (unless Price Services fully compensates the Fund for such Loss), Price Services shall provide the Fund: (i) a report identifying the As Of Transaction and the Loss resulting there from, (ii) the reason such As Of Transaction was processed as described above, and (iii) the action Price Services has or intends to take to prevent the reoccurrence of such As Of processing.

· Liability

   1. It will be the normal practice of the Funds not to hold Price Services liable with respect to any As Of Transaction that causes a Loss to any single Fund of less than $25,000. Price Services will, however, closely monitor for each Fund the


daily and Cumulative Gain/Loss that is caused by As Of Transactions of less than $25,000. When the Cumulative Loss to any Fund exceeds 3/10 of 1% net asset value per share, Price Services, in consultation with counsel to the Fund, will make appropriate inquiry to determine whether it should take any remedial action. Price Services will report to the Board of Directors/Trustees of the Fund (“Board”), as appropriate, any action it has taken.

  2. Where an As Of Transaction causes a Loss to a Fund equal to or greater than $25,000 (“Significant As Of Transaction”) but less than $100,000, if Price Services does not reimburse the Fund for the Loss, Price Services will review with Counsel to the Fund the circumstances surrounding the Significant As Of Transaction to determine whether the Significant As Of Transaction was caused by or occurred as a result of a negligent act or omission by Price Services. If it is determined that the Loss is the result of a negligent action or omission by Price Services, Price Services and outside counsel for the Fund will negotiate settlement. Significant As Of Transactions causing a Loss to the Fund that are not reimbursed by Price Services will be reported to the Audit Committee at least annually. Any Significant As Of Transaction, however, causing a Loss in excess of the lesser of $100,000 or a penny per share that is not reimbursed by Price Services will be reported to the Board as soon as reasonably practicable. Settlement for Significant As Of Transactions causing a Loss of $100,000 or more will not be entered into until approved by the Board. For Related As Of Transactions involving Funds with more than one class, the amount of Gain or Loss resulting from an As Of Transaction shall be determined for each class;


provided, however, that for purposes of determining Services’ liability for reimbursement of a Loss to any class, Gains in one class may be used to offset Losses in another class of the same Fund. Any net Gains remaining after offsetting a loss in one or more classes, as well as aggregate Gains from a Significant As Of Transaction causing a Gain of a penny or more per share in a class, will be allocated ratably to all of the classes in the affected Fund.

   The factors to consider in making any determination regarding the settlement of a Significant As Of Transaction would include but not be limited to:

· Procedures and controls adopted by Price Services to prevent As Of Processing;

· Whether such procedures and controls were being followed at the time of the Significant As Of Transaction;

· The volume of all transactions processed by Price Services on the day of the Significant As Of Transaction;

· The number of As Of Transactions processed by Price Services during prior relevant periods, and the net Gain/Loss as a result of all such As Of Transactions to the Fund and to all other Funds; and

· The prior response of Price Services to recommendations made by the Funds regarding improvement to Price Services’ As Of Processing procedures.

  3. In determining Price Services’ liability with respect to a Significant As Of Transaction, Section 4 of Article F of this Agreement will be applied.


· As Of Transactions - Intermediaries

If an As Of Transaction is performed by an Intermediary designated by the Fund to received orders for Fund Shares, Price Services shall cause such Intermediary to promptly reimburse the Fund for any Loss caused by such As Of Transaction; provided, however, Price Services shall not be obligated to seek reimbursement from such Intermediary if the Loss to the Fund is less than $100. The Fund shall keep any Gains caused by such As Of Transactions.

N. Term and Termination of Agreement

· This Agreement shall run for a period of one (1) year from the date first written above and will be renewed from year to year thereafter unless terminated by either party as provided hereunder.

· This Agreement may be terminated by the Fund upon one hundred twenty (120) days’ written notice to Price Services; and by Price Services, upon three hundred sixty-five (365) days’ written notice to the Fund.

· Upon termination hereof, the Fund shall pay to Price Services such compensation as may be due as of the date of such termination, and shall likewise reimburse for out-of-pocket expenses related to its services hereunder.

O. Notice

 Any notice as required by this Agreement shall be sufficiently given (i) when sent to an authorized person of the other party at the address of such party set forth above or at such other address as such party may from time to time specify in writing to the other party; or (ii) as otherwise agreed upon by appropriate officers of the parties hereto.


P. Assignment

 Neither this Agreement nor any rights or obligations hereunder may be assigned either voluntarily or involuntarily, by operation of law or otherwise, by either party without the prior written consent of the other party, provided this shall not preclude Price Services from employing such agents and subcontractors as it deems appropriate to carry out its obligations set forth hereunder.

Q. Amendment/Interpretive Provisions

 The parties by mutual written agreement may amend this Agreement at any time. In addition, in connection with the operation of this Agreement, Price Services and the Fund may agree from time to time on such provisions interpretive of or in addition to the provisions of this Agreement as may, in their joint opinion, be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions are to be signed by all parties and annexed hereto, but no such provision shall contravene any applicable Federal or state law or regulation and no such interpretive or additional provision shall be deemed to be an amendment of this Agreement.

R. Further Assurances

 Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.

S. Maryland Law to Apply

 This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of Maryland.

T. Merger of Agreement

 This Agreement, including the attached Appendices and Schedules supersedes any prior agreement with respect to the subject hereof, whether oral or written.


U. Counterparts

 This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instruments.

V. The Parties

 All references herein to “the Fund” are to each of the Funds listed on Appendix A individually, as if this Agreement were between such individual Fund and Price Services. In the case of a series Fund or trust or a separate class of shares, all references to “the Fund” are to the individual series, portfolio or class of such Fund or trust, or to such Fund or trust on behalf of the individual series, portfolio or class as appropriate. The “Fund” also includes any T. Rowe Price Funds that may be established after the execution of this Agreement. Any reference in this Agreement to “the parties” shall mean Price Services and such other individual Fund as to which the matter pertains.

W. Directors, Trustees and Shareholders and Massachusetts Business Trust

 It is understood and is expressly stipulated that neither the holders of Shares in the Fund nor any Directors or Trustees of the Fund shall be personally liable hereunder.

 With respect to any Fund which is a party to this Agreement and which is organized as a Massachusetts business trust, the term “Fund” means and refers to the trustees from time to time serving under the applicable trust agreement (Declaration of Trust) of such Trust as the same may be amended from time to time. It is expressly agreed that the obligations of any such Trust hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of the Trust, personally, but bind only the trust property of the Trust, as provided in the Declaration of Trust of the Trust. The execution and delivery of this Agreement has been


authorized by the trustees and signed by an authorized officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.

X. Captions

 The captions in the Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.

 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf under their seals by and through their duly authorized officers.

  

T. ROWE PRICE SERVICES, INC.

T. ROWE PRICE FUNDS.

By: /s/. William W. Strickland

Name: William W. Strickland

Title: President

By:  /s/ Gregory K. Hinkle

Name: Gregory K. Hinkle

Title: Treasurer


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, Redemption and Exchange Orders

- Processing Required Minimum Distributions for IRA accounts

- Receiving and Disbursing Settlement Proceeds

- Assessing and Remitting Redemption Fees

- Processing Checkwriting Redemptions

- Processing Fund Mergers and Reorganizations

- Processing Transfer of Ownership Orders

- Processing Maintenance Requests on Shareholder Accounts

- Processing Adjustments in Shareholder Accounts and Monitoring and Reporting Gains and Losses Resulting from such Adjustments.

- 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 Fund’s 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 Fund Proxies

- Calculating and Paying Administrative Fees and 12b-1 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 Fund’s Anti-Money Laundering and Red Flag Identity Theft Program

- Performing Bank Reconciliation Process

- Developing and implementing policies and procedures to comply with new regulations, as applicable

- 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 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 FLOATING RATE FUND, INC.

T. Rowe Price Floating Rate Fund—Advisor Class

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. Rowe Price Global Real Estate Fund—Advisor Class

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 INFLATION FOCUSED BOND FUND, INC.

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.

T. Rowe Price Equity Index 500 Fund

T. Rowe Price Extended Equity Market Index Fund

T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.

T. Rowe Price Institutional Large-Cap Core Growth Fund

T. Rowe Price Institutional Large-Cap Growth Fund

T. Rowe Price Institutional Large-Cap Value Fund

T. Rowe Price Institutional Mid-Cap Equity Growth Fund

T. Rowe Price Institutional Small-Cap Stock Fund

T. Rowe Price Institutional U.S. Structured Research Fund


T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.

T. Rowe Price Institutional Core Plus Fund

T. Rowe Price Institutional Core Plus Fund—F Class

T. Rowe Price Institutional Floating Rate Fund

T. Rowe Price Institutional Floating Rate Fund—F Class

T. Rowe Price Institutional High Yield Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.

T. Rowe Price Institutional Africa & Middle East Fund

T. Rowe Price Institutional Emerging Markets Bond Fund

T. Rowe Price Institutional Emerging Markets Equity Fund

T. Rowe Price Institutional Global Equity Fund

T. Rowe Price Institutional Global Large-Cap Equity Fund

T. Rowe Price Institutional Global Value Equity Fund

T. Rowe Price Institutional International Bond Fund

T. Rowe Price Institutional Concentrated International Equity Fund

T. Rowe Price Institutional International Core Equity Fund

T. Rowe Price Institutional International Growth Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.

T. Rowe Price Africa & Middle East Fund

T. Rowe Price Emerging Europe Fund

T. Rowe Price Emerging Markets Bond Fund

T. Rowe Price Emerging Markets Corporate Bond Fund

T. Rowe Price Emerging Markets Corporate Bond Fund—Advisor Class

T. Rowe Price Emerging Markets Local Currency Bond Fund

T. Rowe Price Emerging Markets Local Currency Bond Fund—Advisor Class

T. Rowe Price Emerging Markets Stock Fund

T. Rowe Price European Stock Fund

T. Rowe Price Global Infrastructure Fund

T. Rowe Price Global Infrastructure Fund—Advisor Class

T. Rowe Price Global Large-Cap Stock Fund

T. Rowe Price Global Large-Cap Stock—Advisor Class

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 Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.

T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.

T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. Rowe Price Mid-Cap 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 MULTI-SECTOR ACCOUNT PORTFOLIOS, INC.

T. Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio

T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio

T. Rowe Price Floating Rate Multi-Sector Account Portfolio

T. Rowe Price High Yield Multi-Sector Account Portfolio

T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio

T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. Rowe Price New 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 ASSETS 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 Reserve Investment Fund

T. Rowe Price Government Reserve Investment Fund

T. Rowe Price Short-Term Government Reserve Fund

T. Rowe Price Short-Term Reserve Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.

T. Rowe Price Retirement 2005 Fund

T. Rowe Price Retirement 2005 Fund—Advisor Class

T. Rowe Price Retirement 2005 Fund—R Class

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 2015 Fund—Advisor Class

T. Rowe Price Retirement 2015 Fund—R Class

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 2025 Fund—Advisor Class

T. Rowe Price Retirement 2025 Fund—R Class

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 2035 Fund—Advisor Class

T. Rowe Price Retirement 2035 Fund—R Class

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 2045 Fund—Advisor Class

T. Rowe Price Retirement 2045 Fund—R Class

T. Rowe Price Retirement 2050 Fund

T. Rowe Price Retirement 2050 Fund—Advisor Class

T. Rowe Price Retirement 2050 Fund—R Class

T. Rowe Price Retirement 2055 Fund

T. Rowe Price Retirement 2055 Fund—Advisor Class

T. Rowe Price Retirement 2055 Fund—R Class


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 Ultra Short-Term Bond Fund

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

Georgia Tax-Free Bond Fund

Maryland Short-Term Tax-Free Bond Fund

Maryland Tax-Free Bond Fund

Maryland Tax-Free Money Fund

New Jersey Tax-Free Bond Fund

New York Tax-Free Bond Fund

New York Tax-Free Money Fund

Virginia Tax-Free Bond Fund

T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. Rowe Price Strategic Income Fund—Advisor Class

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 Income Fund—Advisor Class

T. Rowe Price Summit Municipal Intermediate Fund

T. Rowe Price Summit Municipal Intermediate Fund—Advisor Class

T. Rowe Price Summit Municipal Money Market Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.

T. Rowe Price Tax-Efficient Equity Fund


T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. Rowe Price Tax-Free High Yield Fund—Advisor Class

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. Rowe Price Tax-Free Income Fund—Advisor Class

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. Rowe Price Tax-Free Short-Intermediate Fund—Advisor Class

T. Rowe Price Tax-Free Ultra Short-Term Bond Fund—Advisor Class

T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.

T. Rowe Price U.S. Large-Cap Core Fund—Advisor Class

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, 2013, between T. Rowe Price Services, Inc., and each of the Parties listed on Appendix A thereto is hereby amended, as of February 5, 2013, by adding thereto T. Rowe Price Institutional Income Funds, Inc. on behalf of T. Rowe Price Institutional Long Duration Credit Fund.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. Rowe Price 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 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 FLOATING RATE FUND, INC.

T. Rowe Price Floating Rate Fund—Advisor Class

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. Rowe Price Global Real Estate Fund—Advisor Class

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 INFLATION FOCUSED BOND FUND, INC.

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.

T. Rowe Price Equity Index 500 Fund

T. Rowe Price Extended Equity Market Index Fund

T. Rowe Price Total Equity Market Index Fund


T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.

T. Rowe Price Institutional Large-Cap Core Growth Fund

T. Rowe Price Institutional Large-Cap Growth Fund

T. Rowe Price Institutional Large-Cap Value Fund

T. Rowe Price Institutional Mid-Cap Equity Growth Fund

T. Rowe Price Institutional Small-Cap Stock Fund

T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.

T. Rowe Price Institutional Core Plus Fund

T. Rowe Price Institutional Core Plus Fund—F Class

T. Rowe Price Institutional Floating Rate Fund

T. Rowe Price Institutional Floating Rate Fund—F Class

T. Rowe Price Institutional High Yield Fund

T. Rowe Price Institutional Long Duration Credit Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.

T. Rowe Price Institutional Africa & Middle East Fund

T. Rowe Price Institutional Emerging Markets Bond Fund

T. Rowe Price Institutional Emerging Markets Equity Fund

T. Rowe Price Institutional Global Equity Fund

T. Rowe Price Institutional Global Large-Cap Equity Fund

T. Rowe Price Institutional Global Value Equity Fund

T. Rowe Price Institutional International Bond Fund

T. Rowe Price Institutional Concentrated International Equity Fund

T. Rowe Price Institutional International Core Equity Fund

T. Rowe Price Institutional International Growth Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.

T. Rowe Price Africa & Middle East Fund

T. Rowe Price Emerging Europe Fund

T. Rowe Price Emerging Markets Bond Fund

T. Rowe Price Emerging Markets Corporate Bond Fund

T. Rowe Price Emerging Markets Corporate Bond Fund—Advisor Class

T. Rowe Price Emerging Markets Local Currency Bond Fund

T. Rowe Price Emerging Markets Local Currency Bond Fund—Advisor Class

T. Rowe Price Emerging Markets Stock Fund

T. Rowe Price European Stock Fund

T. Rowe Price Global Infrastructure Fund

T. Rowe Price Global Infrastructure Fund—Advisor Class

T. Rowe Price Global Large-Cap Stock Fund

T. Rowe Price Global Large-Cap Stock—Advisor Class

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 Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.

T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.

T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. Rowe Price Mid-Cap 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 MULTI-SECTOR ACCOUNT PORTFOLIOS, INC.

T. Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio

T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio

T. Rowe Price Floating Rate Multi-Sector Account Portfolio

T. Rowe Price High Yield Multi-Sector Account Portfolio

T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio

T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. Rowe Price New 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 ASSETS 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 Reserve Investment Fund

T. Rowe Price Government Reserve Investment Fund

T. Rowe Price Short-Term Government Reserve Fund

T. Rowe Price Short-Term Reserve Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.

T. Rowe Price Retirement 2005 Fund

T. Rowe Price Retirement 2005 Fund—Advisor Class

T. Rowe Price Retirement 2005 Fund—R Class

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 2015 Fund—Advisor Class

T. Rowe Price Retirement 2015 Fund—R Class

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 2025 Fund—Advisor Class

T. Rowe Price Retirement 2025 Fund—R Class

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 2035 Fund—Advisor Class

T. Rowe Price Retirement 2035 Fund—R Class

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 2045 Fund—Advisor Class

T. Rowe Price Retirement 2045 Fund—R Class


T. Rowe Price Retirement 2050 Fund

T. Rowe Price Retirement 2050 Fund—Advisor Class

T. Rowe Price Retirement 2050 Fund—R Class

T. Rowe Price Retirement 2055 Fund

T. Rowe Price Retirement 2055 Fund—Advisor Class

T. Rowe Price Retirement 2055 Fund—R Class

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 Ultra Short-Term Bond Fund

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

Georgia Tax-Free Bond Fund

Maryland Short-Term Tax-Free Bond Fund

Maryland Tax-Free Bond Fund

Maryland Tax-Free Money Fund

New Jersey Tax-Free Bond Fund

New York Tax-Free Bond Fund

New York Tax-Free Money Fund

Virginia Tax-Free Bond Fund

T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. Rowe Price Strategic Income Fund—Advisor Class

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 Income Fund—Advisor Class

T. Rowe Price Summit Municipal Intermediate Fund

T. Rowe Price Summit Municipal Intermediate Fund—Advisor Class

T. Rowe Price Summit Municipal Money Market Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.

T. Rowe Price Tax-Efficient Equity Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. Rowe Price Tax-Free High Yield Fund—Advisor Class

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. Rowe Price Tax-Free Income Fund—Advisor Class

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. Rowe Price Tax-Free Short-Intermediate Fund—Advisor Class

T. Rowe Price Tax-Free Ultra Short-Term Bond Fund

T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.

T. Rowe Price U.S. Large-Cap Core Fund—Advisor Class

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

______________________________

Patricia B. Lippert

Secretary

/s/Gregory K. Hinkle

______________________________

Gregory K. Hinkle

Treasurer

  

Attest:

T. ROWE PRICE SERVICES, INC.

/s/David Oestreicher

______________________________

David Oestreicher

Secretary

/s/Darrell N. Braman

______________________________

Darrell N. Braman

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, 2013, between T. Rowe Price Services, Inc., and each of the Parties listed on Appendix A thereto is hereby amended, as of February 5, 2013 and March 5, 2013, by adding thereto T. Rowe Price Global Allocation Fund, Inc. and T. Rowe Price Global Allocation 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 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 FLOATING RATE FUND, INC.

T. Rowe Price Floating Rate Fund—Advisor Class

T. ROWE PRICE GLOBAL ALLOCATION FUND, INC.

T. Rowe Price Global Allocation Fund—Advisor Class

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. Rowe Price Global Real Estate Fund—Advisor Class

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 INFLATION FOCUSED BOND FUND, INC.

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.


T. ROWE PRICE INDEX TRUST, INC.

T. Rowe Price Equity Index 500 Fund

T. Rowe Price Extended Equity Market Index Fund

T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.

T. Rowe Price Institutional Large-Cap Core Growth Fund

T. Rowe Price Institutional Large-Cap Growth Fund

T. Rowe Price Institutional Large-Cap Value Fund

T. Rowe Price Institutional Mid-Cap Equity Growth Fund

T. Rowe Price Institutional Small-Cap Stock Fund

T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.

T. Rowe Price Institutional Core Plus Fund

T. Rowe Price Institutional Core Plus Fund—F Class

T. Rowe Price Institutional Floating Rate Fund

T. Rowe Price Institutional Floating Rate Fund—F Class

T. Rowe Price Institutional High Yield Fund

T. Rowe Price Institutional Long Duration Credit Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.

T. Rowe Price Institutional Africa & Middle East Fund

T. Rowe Price Institutional Emerging Markets Bond Fund

T. Rowe Price Institutional Emerging Markets Equity Fund

T. Rowe Price Institutional Global Equity Fund

T. Rowe Price Institutional Global Large-Cap Equity Fund

T. Rowe Price Institutional Global Value Equity Fund

T. Rowe Price Institutional International Bond Fund

T. Rowe Price Institutional Concentrated International Equity Fund

T. Rowe Price Institutional International Core Equity Fund

T. Rowe Price Institutional International Growth Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.

T. Rowe Price Africa & Middle East Fund

T. Rowe Price Emerging Europe Fund

T. Rowe Price Emerging Markets Bond Fund

T. Rowe Price Emerging Markets Corporate Bond Fund

T. Rowe Price Emerging Markets Corporate Bond Fund—Advisor Class

T. Rowe Price Emerging Markets Local Currency Bond Fund

T. Rowe Price Emerging Markets Local Currency Bond Fund—Advisor Class

T. Rowe Price Emerging Markets Stock Fund

T. Rowe Price European Stock Fund

T. Rowe Price Global Infrastructure Fund

T. Rowe Price Global Infrastructure Fund—Advisor Class


T. Rowe Price Global Large-Cap Stock Fund

T. Rowe Price Global Large-Cap Stock—Advisor Class

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 Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.

T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.

T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. Rowe Price Mid-Cap 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 MULTI-SECTOR ACCOUNT PORTFOLIOS, INC.

T. Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio

T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio

T. Rowe Price Floating Rate Multi-Sector Account Portfolio

T. Rowe Price High Yield Multi-Sector Account Portfolio

T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio

T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. Rowe Price New 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 ASSETS 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 Reserve Investment Fund

T. Rowe Price Government Reserve Investment Fund

T. Rowe Price Short-Term Government Reserve Fund

T. Rowe Price Short-Term Reserve Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.

T. Rowe Price Retirement 2005 Fund

T. Rowe Price Retirement 2005 Fund—Advisor Class

T. Rowe Price Retirement 2005 Fund—R Class

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 2015 Fund—Advisor Class

T. Rowe Price Retirement 2015 Fund—R Class

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 2025 Fund—Advisor Class

T. Rowe Price Retirement 2025 Fund—R Class

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 2035 Fund—Advisor Class

T. Rowe Price Retirement 2035 Fund—R Class

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 2045 Fund—Advisor Class

T. Rowe Price Retirement 2045 Fund—R Class

T. Rowe Price Retirement 2050 Fund

T. Rowe Price Retirement 2050 Fund—Advisor Class

T. Rowe Price Retirement 2050 Fund—R Class

T. Rowe Price Retirement 2055 Fund

T. Rowe Price Retirement 2055 Fund—Advisor Class

T. Rowe Price Retirement 2055 Fund—R Class

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 Ultra Short-Term Bond Fund

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

Georgia Tax-Free Bond Fund

Maryland Short-Term Tax-Free Bond Fund

Maryland Tax-Free Bond Fund

Maryland Tax-Free Money Fund

New Jersey Tax-Free Bond Fund

New York Tax-Free Bond Fund

New York Tax-Free Money Fund

Virginia Tax-Free Bond Fund


T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. Rowe Price Strategic Income Fund—Advisor Class

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 Income Fund—Advisor Class

T. Rowe Price Summit Municipal Intermediate Fund

T. Rowe Price Summit Municipal Intermediate Fund—Advisor Class

T. Rowe Price Summit Municipal Money Market Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.

T. Rowe Price Tax-Efficient Equity Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. Rowe Price Tax-Free High Yield Fund—Advisor Class

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. Rowe Price Tax-Free Income Fund—Advisor Class

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. Rowe Price Tax-Free Short-Intermediate Fund—Advisor Class

T. Rowe Price Tax-Free Ultra Short-Term Bond Fund

T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.

T. Rowe Price U.S. Large-Cap Core Fund—Advisor Class

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

______________________________

Patricia B. Lippert

Secretary

/s/Gregory K. Hinkle

______________________________

Gregory K. Hinkle

Treasurer

  

Attest:

T. ROWE PRICE SERVICES, INC.

/s/David Oestreicher

______________________________

David Oestreicher

Secretary

/s/Darrell N. Braman

______________________________

Darrell N. Braman

Vice President


AMENDMENT NO. 3

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, 2013, between T. Rowe Price Services, Inc., and each of the Parties listed on Appendix A thereto is hereby amended, as of February 5, 2013, March 5, 2013 and April 24, 2013, by adding thereto T. Rowe Price Retirement Funds, Inc. on behalf of T. Rowe Price Target Retirement 2005 Fund, T. Rowe Price Target Retirement 2005 Fund-Advisor Class, T. Rowe Price Target Retirement 2010 Fund, T. Rowe Price Target Retirement 2010 Fund-Advisor Class, T. Rowe Price Target Retirement 2015 Fund, T. Rowe Price Target Retirement 2015 Fund-Advisor Class, T. Rowe Price Target Retirement 2020 Fund, T. Rowe Price Target Retirement 2020 Fund-Advisor Class, T. Rowe Price Target Retirement 2025 Fund, T. Rowe Price Target Retirement 2025 Fund-Advisor Class, T. Rowe Price Target Retirement 2030 Fund, T. Rowe Price Target Retirement 2030 Fund-Advisor Class, T. Rowe Price Target Retirement 2035 Fund, T. Rowe Price Target Retirement 2035 Fund-Advisor Class, T. Rowe Price Target Retirement 2040 Fund, T. Rowe Price Target Retirement 2040 Fund-Advisor Class, T. Rowe Price Target Retirement 2045 Fund, T. Rowe Price Target Retirement 2045 Fund-Advisor Class, T. Rowe Price Target Retirement 2050 Fund, T. Rowe Price Target Retirement 2050 Fund-Advisor Class, T. Rowe Price Target Retirement 2055 Fund and T. Rowe Price Target Retirement 2055 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 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 FLOATING RATE FUND, INC.

T. Rowe Price Floating Rate Fund—Advisor Class

T. ROWE PRICE GLOBAL ALLOCATION FUND, INC.

T. Rowe Price Global Allocation Fund—Advisor Class

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. Rowe Price Global Real Estate Fund—Advisor Class

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 INFLATION FOCUSED BOND FUND, INC.

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.

T. Rowe Price Equity Index 500 Fund

T. Rowe Price Extended Equity Market Index Fund

T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.

T. Rowe Price Institutional Large-Cap Core Growth Fund

T. Rowe Price Institutional Large-Cap Growth Fund

T. Rowe Price Institutional Large-Cap Value Fund

T. Rowe Price Institutional Mid-Cap Equity Growth Fund

T. Rowe Price Institutional Small-Cap Stock Fund

T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.

T. Rowe Price Institutional Core Plus Fund

T. Rowe Price Institutional Core Plus Fund—F Class

T. Rowe Price Institutional Floating Rate Fund

T. Rowe Price Institutional Floating Rate Fund—F Class

T. Rowe Price Institutional High Yield Fund

T. Rowe Price Institutional Long Duration Credit Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.

T. Rowe Price Institutional Africa & Middle East Fund

T. Rowe Price Institutional Emerging Markets Bond Fund

T. Rowe Price Institutional Emerging Markets Equity Fund

T. Rowe Price Institutional Global Equity Fund

T. Rowe Price Institutional Global Large-Cap Equity Fund

T. Rowe Price Institutional Global Value Equity Fund

T. Rowe Price Institutional International Bond Fund

T. Rowe Price Institutional Concentrated International Equity Fund

T. Rowe Price Institutional International Core Equity Fund

T. Rowe Price Institutional International Growth Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.

T. Rowe Price Africa & Middle East Fund

T. Rowe Price Emerging Europe Fund


T. Rowe Price Emerging Markets Bond Fund

T. Rowe Price Emerging Markets Corporate Bond Fund

T. Rowe Price Emerging Markets Corporate Bond Fund—Advisor Class

T. Rowe Price Emerging Markets Local Currency Bond Fund

T. Rowe Price Emerging Markets Local Currency Bond Fund—Advisor Class

T. Rowe Price Emerging Markets Stock Fund

T. Rowe Price European Stock Fund

T. Rowe Price Global Infrastructure Fund

T. Rowe Price Global Infrastructure Fund—Advisor Class

T. Rowe Price Global Large-Cap Stock Fund

T. Rowe Price Global Large-Cap Stock—Advisor Class

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 Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.

T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.

T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. Rowe Price Mid-Cap 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 MULTI-SECTOR ACCOUNT PORTFOLIOS, INC.

T. Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio

T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio


T. Rowe Price Floating Rate Multi-Sector Account Portfolio

T. Rowe Price High Yield Multi-Sector Account Portfolio

T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio

T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. Rowe Price New 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 ASSETS 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 Reserve Investment Fund

T. Rowe Price Government Reserve Investment Fund

T. Rowe Price Short-Term Government Reserve Fund

T. Rowe Price Short-Term Reserve Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.

T. Rowe Price Retirement 2005 Fund

T. Rowe Price Retirement 2005 Fund—Advisor Class

T. Rowe Price Retirement 2005 Fund—R Class

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 2015 Fund—Advisor Class

T. Rowe Price Retirement 2015 Fund—R Class

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 2025 Fund—Advisor Class

T. Rowe Price Retirement 2025 Fund—R Class

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 2035 Fund—Advisor Class

T. Rowe Price Retirement 2035 Fund—R Class

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 2045 Fund—Advisor Class

T. Rowe Price Retirement 2045 Fund—R Class

T. Rowe Price Retirement 2050 Fund

T. Rowe Price Retirement 2050 Fund—Advisor Class

T. Rowe Price Retirement 2050 Fund—R Class

T. Rowe Price Retirement 2055 Fund

T. Rowe Price Retirement 2055 Fund—Advisor Class

T. Rowe Price Retirement 2055 Fund—R Class

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 Target Retirement 2005 Fund

T. Rowe Price Target Retirement 2005 Fund—Advisor Class

T. Rowe Price Target Retirement 2010 Fund

T. Rowe Price Target Retirement 2010 Fund—Advisor Class

T. Rowe Price Target Retirement 2015 Fund

T. Rowe Price Target Retirement 2015 Fund—Advisor Class

T. Rowe Price Target Retirement 2020 Fund

T. Rowe Price Target Retirement 2020 Fund—Advisor Class

T. Rowe Price Target Retirement 2025 Fund

T. Rowe Price Target Retirement 2025 Fund—Advisor Class

T. Rowe Price Target Retirement 2030 Fund

T. Rowe Price Target Retirement 2030 Fund—Advisor Class

T. Rowe Price Target Retirement 2035 Fund

T. Rowe Price Target Retirement 2035 Fund—Advisor Class

T. Rowe Price Target Retirement 2040 Fund

T. Rowe Price Target Retirement 2040 Fund—Advisor Class

T. Rowe Price Target Retirement 2045 Fund

T. Rowe Price Target Retirement 2045 Fund—Advisor Class

T. Rowe Price Target Retirement 2050 Fund

T. Rowe Price Target Retirement 2050 Fund—Advisor Class

T. Rowe Price Target Retirement 2055 Fund


T. Rowe Price Target Retirement 2055 Fund—Advisor 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 Ultra Short-Term Bond Fund

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

Georgia Tax-Free Bond Fund

Maryland Short-Term Tax-Free Bond Fund

Maryland Tax-Free Bond Fund

Maryland Tax-Free Money Fund

New Jersey Tax-Free Bond Fund

New York Tax-Free Bond Fund

New York Tax-Free Money Fund

Virginia Tax-Free Bond Fund

T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. Rowe Price Strategic Income Fund—Advisor Class

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 Income Fund—Advisor Class

T. Rowe Price Summit Municipal Intermediate Fund

T. Rowe Price Summit Municipal Intermediate Fund—Advisor Class

T. Rowe Price Summit Municipal Money Market Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.

T. Rowe Price Tax-Efficient Equity Fund


T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. Rowe Price Tax-Free High Yield Fund—Advisor Class

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. Rowe Price Tax-Free Income Fund—Advisor Class

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. Rowe Price Tax-Free Short-Intermediate Fund—Advisor Class

T. Rowe Price Tax-Free Ultra Short-Term Bond Fund

T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.

T. Rowe Price U.S. Large-Cap Core Fund—Advisor Class

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

______________________________

Patricia B. Lippert

Secretary

/s/Gregory K. Hinkle

______________________________

Gregory K. Hinkle

Treasurer

  

Attest:

T. ROWE PRICE SERVICES, INC.

/s/David Oestreicher

______________________________

David Oestreicher

Secretary

/s/Darrell N. Braman

______________________________

Darrell N. Braman

Vice President


AMENDMENT NO. 4

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, 2013, between T. Rowe Price Services, Inc., and each of the Parties listed on Appendix A thereto is hereby amended, as of February 5, 2013, March 5, 2013, April 24, 2013, and July 1, 2013, by changing the name of T. Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio to the T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio.

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 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 FLOATING RATE FUND, INC.

T. Rowe Price Floating Rate Fund—Advisor Class

T. ROWE PRICE GLOBAL ALLOCATION FUND, INC.

T. Rowe Price Global Allocation Fund—Advisor Class

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. Rowe Price Global Real Estate Fund—Advisor Class

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 INFLATION FOCUSED BOND FUND, INC.


T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.

T. Rowe Price Equity Index 500 Fund

T. Rowe Price Extended Equity Market Index Fund

T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.

T. Rowe Price Institutional Large-Cap Core Growth Fund

T. Rowe Price Institutional Large-Cap Growth Fund

T. Rowe Price Institutional Large-Cap Value Fund

T. Rowe Price Institutional Mid-Cap Equity Growth Fund

T. Rowe Price Institutional Small-Cap Stock Fund

T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.

T. Rowe Price Institutional Core Plus Fund

T. Rowe Price Institutional Core Plus Fund—F Class

T. Rowe Price Institutional Floating Rate Fund

T. Rowe Price Institutional Floating Rate Fund—F Class

T. Rowe Price Institutional High Yield Fund

T. Rowe Price Institutional Long Duration Credit Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.

T. Rowe Price Institutional Africa & Middle East Fund

T. Rowe Price Institutional Emerging Markets Bond Fund

T. Rowe Price Institutional Emerging Markets Equity Fund

T. Rowe Price Institutional Global Equity Fund

T. Rowe Price Institutional Global Large-Cap Equity Fund

T. Rowe Price Institutional Global Value Equity Fund

T. Rowe Price Institutional International Bond Fund

T. Rowe Price Institutional Concentrated International Equity Fund

T. Rowe Price Institutional International Core Equity Fund

T. Rowe Price Institutional International Growth Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.

T. Rowe Price Africa & Middle East Fund

T. Rowe Price Emerging Europe Fund

T. Rowe Price Emerging Markets Bond Fund

T. Rowe Price Emerging Markets Corporate Bond Fund

T. Rowe Price Emerging Markets Corporate Bond Fund—Advisor Class

T. Rowe Price Emerging Markets Local Currency Bond Fund

T. Rowe Price Emerging Markets Local Currency Bond Fund—Advisor Class

T. Rowe Price Emerging Markets Stock Fund

T. Rowe Price European Stock Fund

T. Rowe Price Global Infrastructure Fund


T. Rowe Price Global Infrastructure Fund—Advisor Class

T. Rowe Price Global Large-Cap Stock Fund

T. Rowe Price Global Large-Cap Stock—Advisor Class

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 Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.

T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.

T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. Rowe Price Mid-Cap 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 MULTI-SECTOR ACCOUNT PORTFOLIOS, INC.

T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio

T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio

T. Rowe Price Floating Rate Multi-Sector Account Portfolio

T. Rowe Price High Yield Multi-Sector Account Portfolio

T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio

T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. Rowe Price New 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 ASSETS 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 Reserve Investment Fund

T. Rowe Price Government Reserve Investment Fund

T. Rowe Price Short-Term Government Reserve Fund

T. Rowe Price Short-Term Reserve Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.

T. Rowe Price Retirement 2005 Fund

T. Rowe Price Retirement 2005 Fund—Advisor Class

T. Rowe Price Retirement 2005 Fund—R Class

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 2015 Fund—Advisor Class

T. Rowe Price Retirement 2015 Fund—R Class

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 2025 Fund—Advisor Class

T. Rowe Price Retirement 2025 Fund—R Class

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 2035 Fund—Advisor Class

T. Rowe Price Retirement 2035 Fund—R Class

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 2045 Fund—Advisor Class

T. Rowe Price Retirement 2045 Fund—R Class

T. Rowe Price Retirement 2050 Fund

T. Rowe Price Retirement 2050 Fund—Advisor Class

T. Rowe Price Retirement 2050 Fund—R Class

T. Rowe Price Retirement 2055 Fund

T. Rowe Price Retirement 2055 Fund—Advisor Class

T. Rowe Price Retirement 2055 Fund—R Class

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 Target Retirement 2005 Fund

T. Rowe Price Target Retirement 2005 Fund—Advisor Class

T. Rowe Price Target Retirement 2010 Fund

T. Rowe Price Target Retirement 2010 Fund—Advisor Class

T. Rowe Price Target Retirement 2015 Fund

T. Rowe Price Target Retirement 2015 Fund—Advisor Class

T. Rowe Price Target Retirement 2020 Fund

T. Rowe Price Target Retirement 2020 Fund—Advisor Class

T. Rowe Price Target Retirement 2025 Fund

T. Rowe Price Target Retirement 2025 Fund—Advisor Class

T. Rowe Price Target Retirement 2030 Fund

T. Rowe Price Target Retirement 2030 Fund—Advisor Class

T. Rowe Price Target Retirement 2035 Fund

T. Rowe Price Target Retirement 2035 Fund—Advisor Class

T. Rowe Price Target Retirement 2040 Fund

T. Rowe Price Target Retirement 2040 Fund—Advisor Class

T. Rowe Price Target Retirement 2045 Fund

T. Rowe Price Target Retirement 2045 Fund—Advisor Class

T. Rowe Price Target Retirement 2050 Fund

T. Rowe Price Target Retirement 2050 Fund—Advisor Class

T. Rowe Price Target Retirement 2055 Fund

T. Rowe Price Target Retirement 2055 Fund—Advisor 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 Ultra Short-Term Bond Fund

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

Georgia Tax-Free Bond Fund

Maryland Short-Term Tax-Free Bond Fund

Maryland Tax-Free Bond Fund

Maryland Tax-Free Money Fund

New Jersey Tax-Free Bond Fund

New York Tax-Free Bond Fund

New York Tax-Free Money Fund

Virginia Tax-Free Bond Fund

T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. Rowe Price Strategic Income Fund—Advisor Class

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 Income Fund—Advisor Class

T. Rowe Price Summit Municipal Intermediate Fund

T. Rowe Price Summit Municipal Intermediate Fund—Advisor Class

T. Rowe Price Summit Municipal Money Market Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.

T. Rowe Price Tax-Efficient Equity Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. Rowe Price Tax-Free High Yield Fund—Advisor Class


T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. Rowe Price Tax-Free Income Fund—Advisor Class

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. Rowe Price Tax-Free Short-Intermediate Fund—Advisor Class

T. Rowe Price Tax-Free Ultra Short-Term Bond Fund

T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.

T. Rowe Price U.S. Large-Cap Core Fund—Advisor Class

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

______________________________

Patricia B. Lippert

Secretary

/s/Gregory K. Hinkle

______________________________

Gregory K. Hinkle

Treasurer

  

Attest:

T. ROWE PRICE SERVICES, INC.

/s/David Oestreicher

______________________________

David Oestreicher

Secretary

/s/Darrell N. Braman

______________________________

Darrell N. Braman

Vice President


AMENDMENT NO. 5

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, 2013, between T. Rowe Price Services, Inc., and each of the Parties listed on Appendix A thereto is hereby amended, as of February 5, 2013, March 5, 2013, April 24, 2013, July 1, 2013, and July 24, 2013, by adding thereto T. Rowe Price Institutional Income Funds, Inc. on behalf of T. Rowe Price Institutional Global Multi-Sector Bond Fund and T. Rowe Price International Funds, Inc. on behalf of T. Rowe Price Global Industrials 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 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 FLOATING RATE FUND, INC.

T. Rowe Price Floating Rate Fund—Advisor Class

T. ROWE PRICE GLOBAL ALLOCATION FUND, INC.

T. Rowe Price Global Allocation Fund—Advisor Class

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. Rowe Price Global Real Estate Fund—Advisor Class

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 INFLATION FOCUSED BOND FUND, INC.


T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.

T. Rowe Price Equity Index 500 Fund

T. Rowe Price Extended Equity Market Index Fund

T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.

T. Rowe Price Institutional Large-Cap Core Growth Fund

T. Rowe Price Institutional Large-Cap Growth Fund

T. Rowe Price Institutional Large-Cap Value Fund

T. Rowe Price Institutional Mid-Cap Equity Growth Fund

T. Rowe Price Institutional Small-Cap Stock Fund

T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.

T. Rowe Price Institutional Core Plus Fund

T. Rowe Price Institutional Core Plus Fund—F Class

T. Rowe Price Institutional Floating Rate Fund

T. Rowe Price Institutional Floating Rate Fund—F Class

T. Rowe Price Institutional Global Multi-Sector Bond Fund

T. Rowe Price Institutional High Yield Fund

T. Rowe Price Institutional Long Duration Credit Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.

T. Rowe Price Institutional Africa & Middle East Fund

T. Rowe Price Institutional Emerging Markets Bond Fund

T. Rowe Price Institutional Emerging Markets Equity Fund

T. Rowe Price Institutional Global Equity Fund

T. Rowe Price Institutional Global Large-Cap Equity Fund

T. Rowe Price Institutional Global Value Equity Fund

T. Rowe Price Institutional International Bond Fund

T. Rowe Price Institutional Concentrated International Equity Fund

T. Rowe Price Institutional International Core Equity Fund

T. Rowe Price Institutional International Growth Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.

T. Rowe Price Africa & Middle East Fund

T. Rowe Price Emerging Europe Fund

T. Rowe Price Emerging Markets Bond Fund

T. Rowe Price Emerging Markets Corporate Bond Fund

T. Rowe Price Emerging Markets Corporate Bond Fund—Advisor Class

T. Rowe Price Emerging Markets Local Currency Bond Fund

T. Rowe Price Emerging Markets Local Currency Bond Fund—Advisor Class

T. Rowe Price Emerging Markets Stock Fund

T. Rowe Price European Stock Fund


T. Rowe Price Global Industrials Fund

T. Rowe Price Global Infrastructure Fund

T. Rowe Price Global Infrastructure Fund—Advisor Class

T. Rowe Price Global Large-Cap Stock Fund

T. Rowe Price Global Large-Cap Stock—Advisor Class

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 Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.

T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.

T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. Rowe Price Mid-Cap 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 MULTI-SECTOR ACCOUNT PORTFOLIOS, INC.

T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio

T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio

T. Rowe Price Floating Rate Multi-Sector Account Portfolio

T. Rowe Price High Yield Multi-Sector Account Portfolio

T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio

T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio


T. ROWE PRICE NEW AMERICA GROWTH FUND

T. Rowe Price New 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 ASSETS 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 Reserve Investment Fund

T. Rowe Price Government Reserve Investment Fund

T. Rowe Price Short-Term Government Reserve Fund

T. Rowe Price Short-Term Reserve Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.

T. Rowe Price Retirement 2005 Fund

T. Rowe Price Retirement 2005 Fund—Advisor Class

T. Rowe Price Retirement 2005 Fund—R Class

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 2015 Fund—Advisor Class

T. Rowe Price Retirement 2015 Fund—R Class

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 2025 Fund—Advisor Class

T. Rowe Price Retirement 2025 Fund—R Class

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 2035 Fund—Advisor Class

T. Rowe Price Retirement 2035 Fund—R Class

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 2045 Fund—Advisor Class

T. Rowe Price Retirement 2045 Fund—R Class

T. Rowe Price Retirement 2050 Fund

T. Rowe Price Retirement 2050 Fund—Advisor Class

T. Rowe Price Retirement 2050 Fund—R Class

T. Rowe Price Retirement 2055 Fund

T. Rowe Price Retirement 2055 Fund—Advisor Class

T. Rowe Price Retirement 2055 Fund—R Class

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 Target Retirement 2005 Fund

T. Rowe Price Target Retirement 2005 Fund—Advisor Class

T. Rowe Price Target Retirement 2010 Fund

T. Rowe Price Target Retirement 2010 Fund—Advisor Class

T. Rowe Price Target Retirement 2015 Fund

T. Rowe Price Target Retirement 2015 Fund—Advisor Class

T. Rowe Price Target Retirement 2020 Fund

T. Rowe Price Target Retirement 2020 Fund—Advisor Class

T. Rowe Price Target Retirement 2025 Fund

T. Rowe Price Target Retirement 2025 Fund—Advisor Class

T. Rowe Price Target Retirement 2030 Fund

T. Rowe Price Target Retirement 2030 Fund—Advisor Class

T. Rowe Price Target Retirement 2035 Fund

T. Rowe Price Target Retirement 2035 Fund—Advisor Class

T. Rowe Price Target Retirement 2040 Fund

T. Rowe Price Target Retirement 2040 Fund—Advisor Class

T. Rowe Price Target Retirement 2045 Fund

T. Rowe Price Target Retirement 2045 Fund—Advisor Class

T. Rowe Price Target Retirement 2050 Fund

T. Rowe Price Target Retirement 2050 Fund—Advisor Class

T. Rowe Price Target Retirement 2055 Fund

T. Rowe Price Target Retirement 2055 Fund—Advisor 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 Ultra Short-Term Bond Fund

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

Georgia Tax-Free Bond Fund

Maryland Short-Term Tax-Free Bond Fund

Maryland Tax-Free Bond Fund

Maryland Tax-Free Money Fund

New Jersey Tax-Free Bond Fund

New York Tax-Free Bond Fund

New York Tax-Free Money Fund

Virginia Tax-Free Bond Fund

T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. Rowe Price Strategic Income Fund—Advisor Class

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 Income Fund—Advisor Class

T. Rowe Price Summit Municipal Intermediate Fund

T. Rowe Price Summit Municipal Intermediate Fund—Advisor Class

T. Rowe Price Summit Municipal Money Market Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.

T. Rowe Price Tax-Efficient Equity Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. Rowe Price Tax-Free High Yield Fund—Advisor Class


T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. Rowe Price Tax-Free Income Fund—Advisor Class

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. Rowe Price Tax-Free Short-Intermediate Fund—Advisor Class

T. Rowe Price Tax-Free Ultra Short-Term Bond Fund

T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.

T. Rowe Price U.S. Large-Cap Core Fund—Advisor Class

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

______________________________

Patricia B. Lippert

Secretary

/s/Gregory K. Hinkle

______________________________

Gregory K. Hinkle

Treasurer

  

Attest:

T. ROWE PRICE SERVICES, INC.

/s/David Oestreicher

______________________________

David Oestreicher

Secretary

/s/Darrell N. Braman

______________________________

Darrell N. Braman

Vice President


EX-99.H OTH MAT CONT 6 2013fundaccountingagr-20124.htm Untitled Document

AGREEMENT

between

T. ROWE PRICE ASSOCIATES, INC.

and

THE T. ROWE PRICE FUNDS

for

FUND ACCOUNTING SERVICES


TABLE OF CONTENTS

   
  

Page

Article A

Terms of Appointment/Duties of Price Associates

1

   

Article B

Fees and Expenses

3

   

Article C

Representations and Warranties of Price Associates

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

8

   

Article J

Recordkeeping/Confidentiality

8

   

Article K

Compliance with Governmental Rules and Regulations

8

   

Article L

Term and Termination of Agreement

9

   

Article M

Notice

9

   

Article N

Assignment

9

   

Article O

Amendment/Interpretive Provisions

10

   

Article P

Further Assurances

10

   

Article Q

Maryland Law to Apply

10

   

Article R

Merger of Agreement

10

   

Article S

Counterparts

10

   

Article T

The Parties

11

   

Article U

Directors, Trustee and Shareholders and Massachusetts Business Trust

11

   

Article V

Captions

12


AGREEMENT made as of the first day of January, 2013, by and between T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office and place of business at 100 East Pratt Street, Baltimore, Maryland 21202 (“Price Associates”), and each Fund which is listed on Appendix A (as such Appendix may be amended from time to time) and which evidences its agreement to be bound hereby by executing a copy of this Agreement (each such Fund individually hereinafter referred to as “the Fund”, whose definition may be found in Article T);

WHEREAS, Price Associates has the capability of providing the Funds with certain accounting services (“Accounting Services”);

WHEREAS, the Fund desires to appoint Price Associates to provide these Accounting Services and Price Associates desires to accept such appointment; and

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 Associates

Subject to the terms and conditions set forth in this Agreement, the Fund hereby employs and appoints Price Associates to provide, and Price Associates agrees to provide, the Accounting Services set forth in this Section A. It is agreed by the parties that 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. Price Associates shall:

1. Maintain for each Fund a daily trial balance, a general ledger, subsidiary records and capital stock accounts;


2. Maintain for each Fund an investment ledger, including amortized bond and/or money market costs, foreign dollar denominated costs, and securities on loan where applicable;

3. Maintain for each Fund all records relating to the Fund’s income and expenses, gains and losses;

 4. Provide for the daily valuation of each Fund’s portfolio securities and the computation of each Fund’s daily net asset value per share (“NAV”). Such daily valuations shall be made in accordance with the valuation policies established by the Board including, but not limited to, the utilization of such pricing valuation sources and/or pricing services as determined by the Board.

Price Associates shall have no liability for any losses or damages incurred by the Fund as a result of erroneous portfolio security evaluations provided by such designated sources and/or pricing services; provided that, Price Associates reasonably believes the prices are accurate, has adhered to its normal verification control procedures, and has otherwise met the standard of care as set forth in Article G of this Agreement;

5. Provide daily cash flow and transaction status information to the Fund’s adviser;

6. Authorize the payment of Fund expenses, either through instruction of custodial bank or utilization of custodian’s automated transfer system, manage the Fund’s inter-fund lending program and provide support for the Fund’s security lending program;

7. Prepare for each Fund such financial information that is reasonably necessary for shareholder reports, reports to the Board and to the officers of the Fund, reports to the Securities and Exchange Commission (“SEC”), the Internal Revenue Service (“IRS”) and other Federal and state regulatory agencies as well as class action and other claims filings arising out of legal proceedings;

8. Provide each Fund with such advice that may be reasonably necessary to properly account for all financial transactions and to maintain the Fund's accounting procedures and


records so as to ensure compliance with generally accepted accounting principles and tax practices and rules;

9. Maintain for each Fund all records that may be reasonably required in connection with the audit performed by each Fund's independent accountant, the SEC, the IRS or such other Federal or state regulatory agencies;

10. Cooperate with each Fund’s independent public accountants and take all reasonable action in the performance of its obligations under the Agreement to assure that the necessary information is made available to such accountants for the expression of their opinion without any qualification as to the scope of their examination including, but not limited to, their opinion included in each such Fund’s annual report on Form N-CSR and annual amendment to Form N-1A;

11. Maintain adequate internal controls over financial reporting to provide complete and accurate financial information and disclosures that are certified by officers of the Funds. Provide sub-certifications, as requested by the officers of the Funds, for the adequacy of such controls and the completeness and accuracy of information included in Form N-CSR, Form N-Q, or any other form that may require certification;

12.  Implement and maintain the systems, data storage and reporting necessary to perform the above services; and

13.  Provide such other services as mutually agreed upon by the parties.

B. Fees and Expenses

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 Associates

Price Associates represents and warrants to the Fund that:


1. It is a corporation duly organized and existing in good standing under the laws of Maryland.

2. It is duly qualified to carry on its business in Maryland.

3. It is empowered under applicable laws and by its charter and By-Laws to enter into and perform this Agreement.

4. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.

5. It has, and will continue to have, access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

D. Representations and Warranties of the Fund

The Fund represents and warrants to Price Associates that:

1. It is a corporation or business trust, as the case may be, duly organized and existing and in good standing under the laws of Maryland or Massachusetts, as the case may be.

2. It is empowered under applicable laws and by its Articles of Incorporation or Declaration of Trust, as the case may be, and By-Laws and all required proceedings have been taken to authorize it to enter into and perform this Agreement.

E. Ownership of Software and Related Material

All computer programs, magnetic tapes, written procedures, and similar items purchased and/or developed and used by Price Associates in performance of this Agreement shall be the property of Price Associates and will not become the property of the Funds.

F. Quality Service Standards

Price Associates and the Fund may, from time to time, agree to certain quality service standards, with respect to Price Associates’ services hereunder.

G. Standard of Care/Indemnification

Notwithstanding anything to the contrary in this Agreement:


1. Where an NAV error results in loss or dilution to a Fund of less than $10,000, the determination of liability for the error will be made by Price Associates. Where an NAV error results in loss or dilution to a Fund of $10,000 or more but less than $100,000, liability for the error will be resolved through negotiations between Fund Counsel and Price Associates. Where an NAV error results in loss or dilution to a Fund of the lesser of 1/2 of 1% of NAV or $100,000 or more, the error will be reported to the Board as soon as reasonably practicable (unless the Fund is fully compensated for the loss or dilution), and final settlement with respect to such error will not be made until approved by the Board. For Funds with more than one class, the amount of loss or dilution resulting from an NAV error shall be determined for each class; provided, however, that for purposes of determining Price Associates’ liability for reimbursement of loss or dilution to any class, gains in one class may be used to offset losses or dilution in another class of the same Fund where the NAV errors resulted from the same act or omission. Any net gain remaining after offsetting a loss in one or more classes, as well as aggregate gains when the gain realized by any one class is one full cent or more per share, will be allocated ratably to all of the classes in the affected Fund. A summary of all NAV errors and their effect on the Funds will be reported to the Funds’ Audit Committee on an annual basis. In determining the liability of Price Associates for an NAV error, an error or omission will not be deemed to constitute negligence when it is determined that:

· Price Associates had in place “appropriate procedures and an adequate system of internal controls;”

· the employee(s) responsible for the error or omission had been reasonably trained and was being appropriately monitored; and

· no evidence or circumstances have been produced to indicate that the individual who committed the error or omission was functioning in bad faith, with gross negligence or willful misconduct at the time of the incident.


It is understood that Price Associates is not obligated to have in place separate procedures to prevent each and every conceivable type of error or omission. The term “appropriate procedures and adequate system of internal controls” shall mean procedures and controls reasonably designed to prevent and detect errors and omissions. In determining the reasonableness of such procedures and controls, weight will be given to such factors as are appropriate, including the prior occurrence of any similar errors or omissions when such procedures and controls were in place and fund accounting industry standards in place at the time of the error.

2. The Fund shall indemnify and hold Price Associates harmless from and against all losses, costs, damages, claims, actions, and expenses, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (i) any action or omission by Price Associates or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates or where Price Associates has not exercised reasonable care in selecting or monitoring the performance of its agents or subcontractors.

3.  Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful


misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates.

4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes.

5. In order that the indemnification provisions contained in this Article G shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent.

6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.

H. Dual Interests

It is understood that some person or persons may be directors, officers, or shareholders of both the Fund and Price Associates (including Price Associates’ affiliates), and that the existence of any such dual interest shall not affect the validity of this Agreement or of any transactions hereunder except as otherwise provided by a specific provision of applicable law.


I. Documentation

As requested by Price Associates, the Fund shall promptly furnish to Price Associates such documents as it may reasonably request and as are necessary for Price Associates to carry out its responsibilities hereunder.

J. Recordkeeping/Confidentiality

1. Price Associates shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable, provided that Price Associates shall keep all records in such form and in such manner as required by applicable law, including the Investment Company Act of 1940 (“the ‘40 Act”) and the Securities Exchange Act of 1934 (“the ‘34 Act”).

2. Price Associates and the Fund agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except: (a) after prior notification to and approval in writing by the other party hereto, which approval shall not be unreasonably withheld and may not be withheld where Price Associates or Fund may be exposed to civil or criminal contempt proceedings for failure to comply; (b) when requested to divulge such information by duly constituted governmental authorities; or (c) after so requested by the other party hereto.

K. Compliance with Governmental Rules and Regulations

Except as otherwise provided in the Agreement and except for the accuracy of information furnished to the Funds by Price Associates, each Fund assumes full responsibility for the preparation, contents and distribution of its prospectuses, and for complying with all applicable requirements of the Act, the ‘34 Act, the Securities Act of 1933 (“the33 Act”), and any laws, rules and regulations of governmental authorities having jurisdiction over the Funds.


L. Term and Termination of Agreement

1. This Agreement shall run for a period of one (1) year from the date first written above and will be renewed from year to year thereafter unless terminated by either party as provided hereunder.

2. This Agreement may be terminated by the Fund upon sixty (60) days’ written notice to Price Associates; and by Price Associates, upon three hundred sixty-five (365) days’ written notice to the Fund unless a shorter termination period is mutually agreed upon by the parties.

3. Upon termination hereof, the Fund shall pay to Price Associates such compensation as may be due as of the date of such termination, and shall likewise reimburse for out-of-pocket expenses related to its services hereunder.

M. Notice

Any notice as required by this Agreement shall be sufficiently given (i) when sent to an authorized person of the other party at the address of such party set forth above or at such other address as such party may from time to time specify in writing to the other party; or (ii) as otherwise agreed upon by appropriate officers of the parties hereto.

N. Assignment

Neither this Agreement nor any rights or obligations hereunder may be assigned either voluntarily or involuntarily, by operation of law or otherwise, by either party without the prior written consent of the other party, provided this shall not preclude Price Associates from employing such agents and subcontractors as it deems appropriate to carry out its obligations set forth hereunder.


O. Amendment/Interpretive Provisions

The parties by mutual written agreement may amend this Agreement at any time. In addition, in connection with the operation of this Agreement, Price Associates and the Fund may agree from time to time on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions are to be signed by all parties and annexed hereto, but no such provision shall contravene any applicable Federal or state law or regulation and no such interpretive or additional provision shall be deemed to be an amendment of this Agreement.

P. Further Assurances

Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.

Q. Maryland Law to Apply

This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of Maryland.

R. Merger of Agreement

This Agreement, including the attached Appendix and Schedule supersedes any prior agreement with respect to the subject hereof, whether oral or written.

S. Counterparts

This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instruments.


T. The Parties

All references herein to "the Fund" are to each of the Funds listed on Appendix A individually 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 or a separate class of shares, all references to “the Fund” are to the individual series, portfolio or class of such Fund or trust, or to such Fund or trust on behalf of the individual series, portfolio or class, as appropriate. The “Fund” also includes any T. Rowe Price Funds that may be established after the execution of this Agreement. Any reference in this Agreement to “the parties” shall mean Price Associates and such other individual Fund as to which the matter pertains.

U. Directors, Trustees and Shareholders and Massachusetts Business Trust

It is understood and is expressly stipulated that neither the holders of shares in the Fund nor any Directors or Trustees of the Fund shall be personally liable hereunder.

With respect to any Fund which is a party to this Agreement and which is organized as a Massachusetts business trust, the term “Fund” means and refers to the trustees from time to time serving under the applicable trust agreement (Declaration of Trust) of such Trust as the same may be amended from time to time. It is expressly agreed that the obligations of any such Trust hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of the Trust, personally, but bind only the trust property of the Trust, as provided in the Declaration of Trust of the Trust. The execution and delivery of this Agreement has been authorized by the trustees and signed by an authorized officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.


V. Captions

The captions in the Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf under their seals by and through their duly authorized officers.

  

T. ROWE PRICE ASSOCIATES, INC

T. ROWE PRICE FUNDS

By: /s/ William W. Strickland

Name: William W. Strickland

Title:  Vice President

/s/ Gregory K. Hinkle

Name: Gregory K. Hinkle

Title: Treasurer


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 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 FLOATING RATE FUND, INC.

T. Rowe Price Floating Rate Fund—Advisor Class

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. Rowe Price Global Real Estate Fund—Advisor Class

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 INFLATION FOCUSED BOND FUND, INC.

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.

T. Rowe Price Equity Index 500 Fund

T. Rowe Price Extended Equity Market Index Fund

T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.

T. Rowe Price Institutional Large-Cap Core Growth Fund

T. Rowe Price Institutional Large-Cap Growth Fund

T. Rowe Price Institutional Large-Cap Value Fund

T. Rowe Price Institutional Mid-Cap Equity Growth Fund

T. Rowe Price Institutional Small-Cap Stock Fund

T. Rowe Price Institutional U.S. Structured Research Fund


T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.

T. Rowe Price Institutional Core Plus Fund

T. Rowe Price Institutional Core Plus Fund—F Class

T. Rowe Price Institutional Floating Rate Fund

T. Rowe Price Institutional Floating Rate Fund—F Class

T. Rowe Price Institutional High Yield Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.

T. Rowe Price Institutional Africa & Middle East Fund

T. Rowe Price Institutional Emerging Markets Bond Fund

T. Rowe Price Institutional Emerging Markets Equity Fund

T. Rowe Price Institutional Global Equity Fund

T. Rowe Price Institutional Global Large-Cap Equity Fund

T. Rowe Price Institutional Global Value Equity Fund

T. Rowe Price Institutional International Bond Fund

T. Rowe Price Institutional Concentrated International Equity Fund

T. Rowe Price Institutional International Core Equity Fund

T. Rowe Price Institutional International Growth Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.

T. Rowe Price Africa & Middle East Fund

T. Rowe Price Emerging Europe Fund

T. Rowe Price Emerging Markets Bond Fund

T. Rowe Price Emerging Markets Corporate Bond Fund

T. Rowe Price Emerging Markets Corporate Bond Fund—Advisor Class

T. Rowe Price Emerging Markets Local Currency Bond Fund

T. Rowe Price Emerging Markets Local Currency Bond Fund—Advisor Class

T. Rowe Price Emerging Markets Stock Fund

T. Rowe Price European Stock Fund

T. Rowe Price Global Infrastructure Fund

T. Rowe Price Global Infrastructure Fund—Advisor Class

T. Rowe Price Global Large-Cap Stock Fund

T. Rowe Price Global Large-Cap Stock—Advisor Class

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 Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.

T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.

T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. Rowe Price Mid-Cap 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 MULTI-SECTOR ACCOUNT PORTFOLIOS, INC.

T. Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio

T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio

T. Rowe Price Floating Rate Multi-Sector Account Portfolio

T. Rowe Price High Yield Multi-Sector Account Portfolio

T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio

T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. Rowe Price New 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 ASSETS 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 Reserve Investment Fund

T. Rowe Price Government Reserve Investment Fund

T. Rowe Price Short-Term Government Reserve Fund

T. Rowe Price Short-Term Reserve Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.

T. Rowe Price Retirement 2005 Fund

T. Rowe Price Retirement 2005 Fund—Advisor Class

T. Rowe Price Retirement 2005 Fund—R Class

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 2015 Fund—Advisor Class

T. Rowe Price Retirement 2015 Fund—R Class

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 2025 Fund—Advisor Class

T. Rowe Price Retirement 2025 Fund—R Class

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 2035 Fund—Advisor Class

T. Rowe Price Retirement 2035 Fund—R Class

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 2045 Fund—Advisor Class

T. Rowe Price Retirement 2045 Fund—R Class

T. Rowe Price Retirement 2050 Fund

T. Rowe Price Retirement 2050 Fund—Advisor Class

T. Rowe Price Retirement 2050 Fund—R Class

T. Rowe Price Retirement 2055 Fund

T. Rowe Price Retirement 2055 Fund—Advisor Class

T. Rowe Price Retirement 2055 Fund—R Class


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 Ultra Short-Term Bond Fund

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

Georgia Tax-Free Bond Fund

Maryland Short-Term Tax-Free Bond Fund

Maryland Tax-Free Bond Fund

Maryland Tax-Free Money Fund

New Jersey Tax-Free Bond Fund

New York Tax-Free Bond Fund

New York Tax-Free Money Fund

Virginia Tax-Free Bond Fund

T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. Rowe Price Strategic Income Fund—Advisor Class

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 Income Fund—Advisor Class

T. Rowe Price Summit Municipal Intermediate Fund

T. Rowe Price Summit Municipal Intermediate Fund—Advisor Class

T. Rowe Price Summit Municipal Money Market Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.

T. Rowe Price Tax-Efficient Equity Fund


T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. Rowe Price Tax-Free High Yield Fund—Advisor Class

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. Rowe Price Tax-Free Income Fund—Advisor Class

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. Rowe Price Tax-Free Short-Intermediate Fund—Advisor Class

T. Rowe Price Tax-Free Ultra Short-Term Bond Fund—Advisor Class

T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.

T. Rowe Price U.S. Large-Cap Core Fund—Advisor Class

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, 2013, between T. Rowe Price Associates, Inc., and each of the Parties listed on Appendix A thereto is hereby amended, as of February 5, 2013, by adding thereto T. Rowe Price Institutional Income Funds, Inc. on behalf of T. Rowe Price Institutional Long Duration Credit Fund.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. Rowe Price 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 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 FLOATING RATE FUND, INC.

T. Rowe Price Floating Rate Fund—Advisor Class

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. Rowe Price Global Real Estate Fund—Advisor Class

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 INFLATION FOCUSED BOND FUND, INC.

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.


T. ROWE PRICE INDEX TRUST, INC.

T. Rowe Price Equity Index 500 Fund

T. Rowe Price Extended Equity Market Index Fund

T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.

T. Rowe Price Institutional Large-Cap Core Growth Fund

T. Rowe Price Institutional Large-Cap Growth Fund

T. Rowe Price Institutional Large-Cap Value Fund

T. Rowe Price Institutional Mid-Cap Equity Growth Fund

T. Rowe Price Institutional Small-Cap Stock Fund

T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.

T. Rowe Price Institutional Core Plus Fund

T. Rowe Price Institutional Core Plus Fund—F Class

T. Rowe Price Institutional Floating Rate Fund

T. Rowe Price Institutional Floating Rate Fund—F Class

T. Rowe Price Institutional High Yield Fund

T. Rowe Price Institutional Long Duration Credit Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.

T. Rowe Price Institutional Africa & Middle East Fund

T. Rowe Price Institutional Emerging Markets Bond Fund

T. Rowe Price Institutional Emerging Markets Equity Fund

T. Rowe Price Institutional Global Equity Fund

T. Rowe Price Institutional Global Large-Cap Equity Fund

T. Rowe Price Institutional Global Value Equity Fund

T. Rowe Price Institutional International Bond Fund

T. Rowe Price Institutional Concentrated International Equity Fund

T. Rowe Price Institutional International Core Equity Fund

T. Rowe Price Institutional International Growth Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.

T. Rowe Price Africa & Middle East Fund

T. Rowe Price Emerging Europe Fund

T. Rowe Price Emerging Markets Bond Fund

T. Rowe Price Emerging Markets Corporate Bond Fund

T. Rowe Price Emerging Markets Corporate Bond Fund—Advisor Class

T. Rowe Price Emerging Markets Local Currency Bond Fund

T. Rowe Price Emerging Markets Local Currency Bond Fund—Advisor Class

T. Rowe Price Emerging Markets Stock Fund

T. Rowe Price European Stock Fund

T. Rowe Price Global Infrastructure Fund

T. Rowe Price Global Infrastructure Fund—Advisor Class


T. Rowe Price Global Large-Cap Stock Fund

T. Rowe Price Global Large-Cap Stock—Advisor Class

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 Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.

T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.

T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. Rowe Price Mid-Cap 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 MULTI-SECTOR ACCOUNT PORTFOLIOS, INC.

T. Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio

T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio

T. Rowe Price Floating Rate Multi-Sector Account Portfolio

T. Rowe Price High Yield Multi-Sector Account Portfolio

T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio

T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. Rowe Price New 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 ASSETS 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 Reserve Investment Fund

T. Rowe Price Government Reserve Investment Fund

T. Rowe Price Short-Term Government Reserve Fund

T. Rowe Price Short-Term Reserve Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.

T. Rowe Price Retirement 2005 Fund

T. Rowe Price Retirement 2005 Fund—Advisor Class

T. Rowe Price Retirement 2005 Fund—R Class

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 2015 Fund—Advisor Class

T. Rowe Price Retirement 2015 Fund—R Class

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 2025 Fund—Advisor Class

T. Rowe Price Retirement 2025 Fund—R Class

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 2035 Fund—Advisor Class

T. Rowe Price Retirement 2035 Fund—R Class


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 2045 Fund—Advisor Class

T. Rowe Price Retirement 2045 Fund—R Class

T. Rowe Price Retirement 2050 Fund

T. Rowe Price Retirement 2050 Fund—Advisor Class

T. Rowe Price Retirement 2050 Fund—R Class

T. Rowe Price Retirement 2055 Fund

T. Rowe Price Retirement 2055 Fund—Advisor Class

T. Rowe Price Retirement 2055 Fund—R Class

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 Ultra Short-Term Bond Fund

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

Georgia Tax-Free Bond Fund

Maryland Short-Term Tax-Free Bond Fund

Maryland Tax-Free Bond Fund

Maryland Tax-Free Money Fund

New Jersey Tax-Free Bond Fund

New York Tax-Free Bond Fund

New York Tax-Free Money Fund

Virginia Tax-Free Bond Fund


T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. Rowe Price Strategic Income Fund—Advisor Class

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 Income Fund—Advisor Class

T. Rowe Price Summit Municipal Intermediate Fund

T. Rowe Price Summit Municipal Intermediate Fund—Advisor Class

T. Rowe Price Summit Municipal Money Market Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.

T. Rowe Price Tax-Efficient Equity Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. Rowe Price Tax-Free High Yield Fund—Advisor Class

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. Rowe Price Tax-Free Income Fund—Advisor Class

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. Rowe Price Tax-Free Short-Intermediate Fund—Advisor Class

T. Rowe Price Tax-Free Ultra Short-Term Bond Fund

T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.

T. Rowe Price U.S. Large-Cap Core Fund—Advisor Class

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

_____________________________

Patricia B. Lippert

Secretary

/s/Gregory K. Hinkle

_____________________________

Gregory K. Hinkle

Treasurer

  

Attest:

T. ROWE PRICE ASSOCIATES, INC.

/s/David Oestreicher

_____________________________

David Oestreicher

Secretary

/s/Darrell N. Braman

_____________________________

Darrell N. Braman

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, 2013, between T. Rowe Price Associates, Inc., and each of the Parties listed on Appendix A thereto is hereby amended, as of February 5, 2013 and March 5, 2013, by adding thereto T. Rowe Price Global Allocation Fund, Inc. and T. Rowe Price Global Allocation 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 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 FLOATING RATE FUND, INC.

T. Rowe Price Floating Rate Fund—Advisor Class

T. ROWE PRICE GLOBAL ALLOCATION FUND, INC.

T. Rowe Price Global Allocation Fund—Advisor Class

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. Rowe Price Global Real Estate Fund—Advisor Class

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 INFLATION FOCUSED BOND FUND, INC.


T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.

T. Rowe Price Equity Index 500 Fund

T. Rowe Price Extended Equity Market Index Fund

T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.

T. Rowe Price Institutional Large-Cap Core Growth Fund

T. Rowe Price Institutional Large-Cap Growth Fund

T. Rowe Price Institutional Large-Cap Value Fund

T. Rowe Price Institutional Mid-Cap Equity Growth Fund

T. Rowe Price Institutional Small-Cap Stock Fund

T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.

T. Rowe Price Institutional Core Plus Fund

T. Rowe Price Institutional Core Plus Fund—F Class

T. Rowe Price Institutional Floating Rate Fund

T. Rowe Price Institutional Floating Rate Fund—F Class

T. Rowe Price Institutional High Yield Fund

T. Rowe Price Institutional Long Duration Credit Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.

T. Rowe Price Institutional Africa & Middle East Fund

T. Rowe Price Institutional Emerging Markets Bond Fund

T. Rowe Price Institutional Emerging Markets Equity Fund

T. Rowe Price Institutional Global Equity Fund

T. Rowe Price Institutional Global Large-Cap Equity Fund

T. Rowe Price Institutional Global Value Equity Fund

T. Rowe Price Institutional International Bond Fund

T. Rowe Price Institutional Concentrated International Equity Fund

T. Rowe Price Institutional International Core Equity Fund

T. Rowe Price Institutional International Growth Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.

T. Rowe Price Africa & Middle East Fund

T. Rowe Price Emerging Europe Fund

T. Rowe Price Emerging Markets Bond Fund

T. Rowe Price Emerging Markets Corporate Bond Fund

T. Rowe Price Emerging Markets Corporate Bond Fund—Advisor Class

T. Rowe Price Emerging Markets Local Currency Bond Fund

T. Rowe Price Emerging Markets Local Currency Bond Fund—Advisor Class

T. Rowe Price Emerging Markets Stock Fund

T. Rowe Price European Stock Fund


T. Rowe Price Global Infrastructure Fund

T. Rowe Price Global Infrastructure Fund—Advisor Class

T. Rowe Price Global Large-Cap Stock Fund

T. Rowe Price Global Large-Cap Stock—Advisor Class

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 Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.

T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.

T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. Rowe Price Mid-Cap 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 MULTI-SECTOR ACCOUNT PORTFOLIOS, INC.

T. Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio

T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio

T. Rowe Price Floating Rate Multi-Sector Account Portfolio

T. Rowe Price High Yield Multi-Sector Account Portfolio

T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio

T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. Rowe Price New 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 ASSETS 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 Reserve Investment Fund

T. Rowe Price Government Reserve Investment Fund

T. Rowe Price Short-Term Government Reserve Fund

T. Rowe Price Short-Term Reserve Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.

T. Rowe Price Retirement 2005 Fund

T. Rowe Price Retirement 2005 Fund—Advisor Class

T. Rowe Price Retirement 2005 Fund—R Class

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 2015 Fund—Advisor Class

T. Rowe Price Retirement 2015 Fund—R Class

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 2025 Fund—Advisor Class

T. Rowe Price Retirement 2025 Fund—R Class

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 2035 Fund—Advisor Class

T. Rowe Price Retirement 2035 Fund—R Class

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 2045 Fund—Advisor Class

T. Rowe Price Retirement 2045 Fund—R Class

T. Rowe Price Retirement 2050 Fund

T. Rowe Price Retirement 2050 Fund—Advisor Class

T. Rowe Price Retirement 2050 Fund—R Class

T. Rowe Price Retirement 2055 Fund

T. Rowe Price Retirement 2055 Fund—Advisor Class

T. Rowe Price Retirement 2055 Fund—R Class

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 Ultra Short-Term Bond Fund

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

Georgia Tax-Free Bond Fund

Maryland Short-Term Tax-Free Bond Fund

Maryland Tax-Free Bond Fund

Maryland Tax-Free Money Fund

New Jersey Tax-Free Bond Fund

New York Tax-Free Bond Fund

New York Tax-Free Money Fund

Virginia Tax-Free Bond Fund


T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. Rowe Price Strategic Income Fund—Advisor Class

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 Income Fund—Advisor Class

T. Rowe Price Summit Municipal Intermediate Fund

T. Rowe Price Summit Municipal Intermediate Fund—Advisor Class

T. Rowe Price Summit Municipal Money Market Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.

T. Rowe Price Tax-Efficient Equity Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. Rowe Price Tax-Free High Yield Fund—Advisor Class

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. Rowe Price Tax-Free Income Fund—Advisor Class

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. Rowe Price Tax-Free Short-Intermediate Fund—Advisor Class

T. Rowe Price Tax-Free Ultra Short-Term Bond Fund

T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.

T. Rowe Price U.S. Large-Cap Core Fund—Advisor Class

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

_____________________________

Patricia B. Lippert

Secretary

/s/Gregory K. Hinkle

_____________________________

Gregory K. Hinkle

Treasurer

  

Attest:

T. ROWE PRICE ASSOCIATES, INC.

/s/David Oestreicher

_____________________________

David Oestreicher

Secretary

/s/Darrell N. Braman

_____________________________

Darrell N. Braman

Vice President


AMENDMENT NO. 3

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, 2013, between T. Rowe Price Associates, Inc., and each of the Parties listed on Appendix A thereto is hereby amended, as of February 5, 2013, March 5, 2013 and April 24, 2013, by adding thereto T. Rowe Price Retirement Funds, Inc. on behalf of T. Rowe Price Target Retirement 2005 Fund, T. Rowe Price Target Retirement 2005 Fund-Advisor Class, T. Rowe Price Target Retirement 2010 Fund, T. Rowe Price Target Retirement 2010 Fund-Advisor Class, T. Rowe Price Target Retirement 2015 Fund, T. Rowe Price Target Retirement 2015 Fund-Advisor Class, T. Rowe Price Target Retirement 2020 Fund, T. Rowe Price Target Retirement 2020 Fund-Advisor Class, T. Rowe Price Target Retirement 2025 Fund, T. Rowe Price Target Retirement 2025 Fund-Advisor Class, T. Rowe Price Target Retirement 2030 Fund, T. Rowe Price Target Retirement 2030 Fund-Advisor Class, T. Rowe Price Target Retirement 2035 Fund, T. Rowe Price Target Retirement 2035 Fund-Advisor Class, T. Rowe Price Target Retirement 2040 Fund, T. Rowe Price Target Retirement 2040 Fund-Advisor Class, T. Rowe Price Target Retirement 2045 Fund, T. Rowe Price Target Retirement 2045 Fund-Advisor Class, T. Rowe Price Target Retirement 2050 Fund, T. Rowe Price Target Retirement 2050 Fund-Advisor Class, T. Rowe Price Target Retirement 2055 Fund and T. Rowe Price Target Retirement 2055 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 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 FLOATING RATE FUND, INC.

T. Rowe Price Floating Rate Fund—Advisor Class

T. ROWE PRICE GLOBAL ALLOCATION FUND, INC.

T. Rowe Price Global Allocation Fund—Advisor Class

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. Rowe Price Global Real Estate Fund—Advisor Class

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 INFLATION FOCUSED BOND FUND, INC.

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.

T. Rowe Price Equity Index 500 Fund

T. Rowe Price Extended Equity Market Index Fund

T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.

T. Rowe Price Institutional Large-Cap Core Growth Fund

T. Rowe Price Institutional Large-Cap Growth Fund

T. Rowe Price Institutional Large-Cap Value Fund

T. Rowe Price Institutional Mid-Cap Equity Growth Fund

T. Rowe Price Institutional Small-Cap Stock Fund

T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.

T. Rowe Price Institutional Core Plus Fund

T. Rowe Price Institutional Core Plus Fund—F Class

T. Rowe Price Institutional Floating Rate Fund

T. Rowe Price Institutional Floating Rate Fund—F Class

T. Rowe Price Institutional High Yield Fund

T. Rowe Price Institutional Long Duration Credit Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.

T. Rowe Price Institutional Africa & Middle East Fund

T. Rowe Price Institutional Emerging Markets Bond Fund

T. Rowe Price Institutional Emerging Markets Equity Fund

T. Rowe Price Institutional Global Equity Fund

T. Rowe Price Institutional Global Large-Cap Equity Fund

T. Rowe Price Institutional Global Value Equity Fund

T. Rowe Price Institutional International Bond Fund

T. Rowe Price Institutional Concentrated International Equity Fund

T. Rowe Price Institutional International Core Equity Fund

T. Rowe Price Institutional International Growth Equity Fund


T. ROWE PRICE INTERNATIONAL FUNDS, INC.

T. Rowe Price Africa & Middle East Fund

T. Rowe Price Emerging Europe Fund

T. Rowe Price Emerging Markets Bond Fund

T. Rowe Price Emerging Markets Corporate Bond Fund

T. Rowe Price Emerging Markets Corporate Bond Fund—Advisor Class

T. Rowe Price Emerging Markets Local Currency Bond Fund

T. Rowe Price Emerging Markets Local Currency Bond Fund—Advisor Class

T. Rowe Price Emerging Markets Stock Fund

T. Rowe Price European Stock Fund

T. Rowe Price Global Infrastructure Fund

T. Rowe Price Global Infrastructure Fund—Advisor Class

T. Rowe Price Global Large-Cap Stock Fund

T. Rowe Price Global Large-Cap Stock—Advisor Class

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 Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.

T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.

T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. Rowe Price Mid-Cap 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 MULTI-SECTOR ACCOUNT PORTFOLIOS, INC.

T. Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio

T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio

T. Rowe Price Floating Rate Multi-Sector Account Portfolio

T. Rowe Price High Yield Multi-Sector Account Portfolio

T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio

T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. Rowe Price New 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 ASSETS 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 Reserve Investment Fund

T. Rowe Price Government Reserve Investment Fund

T. Rowe Price Short-Term Government Reserve Fund

T. Rowe Price Short-Term Reserve Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.

T. Rowe Price Retirement 2005 Fund

T. Rowe Price Retirement 2005 Fund—Advisor Class

T. Rowe Price Retirement 2005 Fund—R Class

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 2015 Fund—Advisor Class


T. Rowe Price Retirement 2015 Fund—R Class

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 2025 Fund—Advisor Class

T. Rowe Price Retirement 2025 Fund—R Class

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 2035 Fund—Advisor Class

T. Rowe Price Retirement 2035 Fund—R Class

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 2045 Fund—Advisor Class

T. Rowe Price Retirement 2045 Fund—R Class

T. Rowe Price Retirement 2050 Fund

T. Rowe Price Retirement 2050 Fund—Advisor Class

T. Rowe Price Retirement 2050 Fund—R Class

T. Rowe Price Retirement 2055 Fund

T. Rowe Price Retirement 2055 Fund—Advisor Class

T. Rowe Price Retirement 2055 Fund—R Class

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 Target Retirement 2005 Fund

T. Rowe Price Target Retirement 2005 Fund—Advisor Class

T. Rowe Price Target Retirement 2010 Fund

T. Rowe Price Target Retirement 2010 Fund—Advisor Class

T. Rowe Price Target Retirement 2015 Fund

T. Rowe Price Target Retirement 2015 Fund—Advisor Class

T. Rowe Price Target Retirement 2020 Fund

T. Rowe Price Target Retirement 2020 Fund—Advisor Class

T. Rowe Price Target Retirement 2025 Fund

T. Rowe Price Target Retirement 2025 Fund—Advisor Class

T. Rowe Price Target Retirement 2030 Fund

T. Rowe Price Target Retirement 2030 Fund—Advisor Class

T. Rowe Price Target Retirement 2035 Fund

T. Rowe Price Target Retirement 2035 Fund—Advisor Class

T. Rowe Price Target Retirement 2040 Fund

T. Rowe Price Target Retirement 2040 Fund—Advisor Class

T. Rowe Price Target Retirement 2045 Fund

T. Rowe Price Target Retirement 2045 Fund—Advisor Class


T. Rowe Price Target Retirement 2050 Fund

T. Rowe Price Target Retirement 2050 Fund—Advisor Class

T. Rowe Price Target Retirement 2055 Fund

T. Rowe Price Target Retirement 2055 Fund—Advisor 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 Ultra Short-Term Bond Fund

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

Georgia Tax-Free Bond Fund

Maryland Short-Term Tax-Free Bond Fund

Maryland Tax-Free Bond Fund

Maryland Tax-Free Money Fund

New Jersey Tax-Free Bond Fund

New York Tax-Free Bond Fund

New York Tax-Free Money Fund

Virginia Tax-Free Bond Fund

T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. Rowe Price Strategic Income Fund—Advisor Class

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 Income Fund—Advisor Class

T. Rowe Price Summit Municipal Intermediate Fund

T. Rowe Price Summit Municipal Intermediate Fund—Advisor Class

T. Rowe Price Summit Municipal Money Market Fund


T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.

T. Rowe Price Tax-Efficient Equity Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. Rowe Price Tax-Free High Yield Fund—Advisor Class

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. Rowe Price Tax-Free Income Fund—Advisor Class

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. Rowe Price Tax-Free Short-Intermediate Fund—Advisor Class

T. Rowe Price Tax-Free Ultra Short-Term Bond Fund

T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.

T. Rowe Price U.S. Large-Cap Core Fund—Advisor Class

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

_____________________________

Patricia B. Lippert

Secretary

/s/Gregory K. Hinkle

_____________________________

Gregory K. Hinkle

Treasurer

  

Attest:

T. ROWE PRICE ASSOCIATES, INC.

/s/David Oestreicher

_____________________________

David Oestreicher

Secretary

/s/Darrell N. Braman

_____________________________

Darrell N. Braman

Vice President


AMENDMENT NO. 4

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, 2013, between T. Rowe Price Associates, Inc., and each of the Parties listed on Appendix A thereto is hereby amended, as of February 5, 2013, March 5, 2013, April 24, 2013, and July 1, 2013, by changing the name of T. Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio to the T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio.

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 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 FLOATING RATE FUND, INC.

T. Rowe Price Floating Rate Fund—Advisor Class

T. ROWE PRICE GLOBAL ALLOCATION FUND, INC.

T. Rowe Price Global Allocation Fund—Advisor Class

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. Rowe Price Global Real Estate Fund—Advisor Class

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 INFLATION FOCUSED BOND FUND, INC.


T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.

T. Rowe Price Equity Index 500 Fund

T. Rowe Price Extended Equity Market Index Fund

T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.

T. Rowe Price Institutional Large-Cap Core Growth Fund

T. Rowe Price Institutional Large-Cap Growth Fund

T. Rowe Price Institutional Large-Cap Value Fund

T. Rowe Price Institutional Mid-Cap Equity Growth Fund

T. Rowe Price Institutional Small-Cap Stock Fund

T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.

T. Rowe Price Institutional Core Plus Fund

T. Rowe Price Institutional Core Plus Fund—F Class

T. Rowe Price Institutional Floating Rate Fund

T. Rowe Price Institutional Floating Rate Fund—F Class

T. Rowe Price Institutional High Yield Fund

T. Rowe Price Institutional Long Duration Credit Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.

T. Rowe Price Institutional Africa & Middle East Fund

T. Rowe Price Institutional Emerging Markets Bond Fund

T. Rowe Price Institutional Emerging Markets Equity Fund

T. Rowe Price Institutional Global Equity Fund

T. Rowe Price Institutional Global Large-Cap Equity Fund

T. Rowe Price Institutional Global Value Equity Fund

T. Rowe Price Institutional International Bond Fund

T. Rowe Price Institutional Concentrated International Equity Fund

T. Rowe Price Institutional International Core Equity Fund

T. Rowe Price Institutional International Growth Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.

T. Rowe Price Africa & Middle East Fund

T. Rowe Price Emerging Europe Fund

T. Rowe Price Emerging Markets Bond Fund

T. Rowe Price Emerging Markets Corporate Bond Fund

T. Rowe Price Emerging Markets Corporate Bond Fund—Advisor Class

T. Rowe Price Emerging Markets Local Currency Bond Fund

T. Rowe Price Emerging Markets Local Currency Bond Fund—Advisor Class

T. Rowe Price Emerging Markets Stock Fund

T. Rowe Price European Stock Fund


T. Rowe Price Global Infrastructure Fund

T. Rowe Price Global Infrastructure Fund—Advisor Class

T. Rowe Price Global Large-Cap Stock Fund

T. Rowe Price Global Large-Cap Stock—Advisor Class

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 Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.

T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.

T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. Rowe Price Mid-Cap 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 MULTI-SECTOR ACCOUNT PORTFOLIOS, INC.

T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio

T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio

T. Rowe Price Floating Rate Multi-Sector Account Portfolio

T. Rowe Price High Yield Multi-Sector Account Portfolio

T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio

T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. Rowe Price New 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 ASSETS 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 Reserve Investment Fund

T. Rowe Price Government Reserve Investment Fund

T. Rowe Price Short-Term Government Reserve Fund

T. Rowe Price Short-Term Reserve Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.

T. Rowe Price Retirement 2005 Fund

T. Rowe Price Retirement 2005 Fund—Advisor Class

T. Rowe Price Retirement 2005 Fund—R Class

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 2015 Fund—Advisor Class

T. Rowe Price Retirement 2015 Fund—R Class

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 2025 Fund—Advisor Class

T. Rowe Price Retirement 2025 Fund—R Class

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 2035 Fund—Advisor Class

T. Rowe Price Retirement 2035 Fund—R Class

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 2045 Fund—Advisor Class

T. Rowe Price Retirement 2045 Fund—R Class

T. Rowe Price Retirement 2050 Fund

T. Rowe Price Retirement 2050 Fund—Advisor Class

T. Rowe Price Retirement 2050 Fund—R Class

T. Rowe Price Retirement 2055 Fund

T. Rowe Price Retirement 2055 Fund—Advisor Class

T. Rowe Price Retirement 2055 Fund—R Class

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 Target Retirement 2005 Fund

T. Rowe Price Target Retirement 2005 Fund—Advisor Class

T. Rowe Price Target Retirement 2010 Fund

T. Rowe Price Target Retirement 2010 Fund—Advisor Class

T. Rowe Price Target Retirement 2015 Fund

T. Rowe Price Target Retirement 2015 Fund—Advisor Class

T. Rowe Price Target Retirement 2020 Fund

T. Rowe Price Target Retirement 2020 Fund—Advisor Class

T. Rowe Price Target Retirement 2025 Fund

T. Rowe Price Target Retirement 2025 Fund—Advisor Class

T. Rowe Price Target Retirement 2030 Fund

T. Rowe Price Target Retirement 2030 Fund—Advisor Class

T. Rowe Price Target Retirement 2035 Fund

T. Rowe Price Target Retirement 2035 Fund—Advisor Class

T. Rowe Price Target Retirement 2040 Fund

T. Rowe Price Target Retirement 2040 Fund—Advisor Class

T. Rowe Price Target Retirement 2045 Fund

T. Rowe Price Target Retirement 2045 Fund—Advisor Class

T. Rowe Price Target Retirement 2050 Fund

T. Rowe Price Target Retirement 2050 Fund—Advisor Class

T. Rowe Price Target Retirement 2055 Fund

T. Rowe Price Target Retirement 2055 Fund—Advisor 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 Ultra Short-Term Bond Fund

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

Georgia Tax-Free Bond Fund

Maryland Short-Term Tax-Free Bond Fund

Maryland Tax-Free Bond Fund

Maryland Tax-Free Money Fund

New Jersey Tax-Free Bond Fund

New York Tax-Free Bond Fund

New York Tax-Free Money Fund

Virginia Tax-Free Bond Fund

T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. Rowe Price Strategic Income Fund—Advisor Class

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 Income Fund—Advisor Class

T. Rowe Price Summit Municipal Intermediate Fund

T. Rowe Price Summit Municipal Intermediate Fund—Advisor Class

T. Rowe Price Summit Municipal Money Market Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.

T. Rowe Price Tax-Efficient Equity Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. Rowe Price Tax-Free High Yield Fund—Advisor Class


T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. Rowe Price Tax-Free Income Fund—Advisor Class

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. Rowe Price Tax-Free Short-Intermediate Fund—Advisor Class

T. Rowe Price Tax-Free Ultra Short-Term Bond Fund

T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.

T. Rowe Price U.S. Large-Cap Core Fund—Advisor Class

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

_____________________________

Patricia B. Lippert

Secretary

/s/Gregory K. Hinkle

_____________________________

Gregory K. Hinkle

Treasurer

  

Attest:

T. ROWE PRICE ASSOCIATES, INC.

/s/David Oestreicher

_____________________________

David Oestreicher

Secretary

/s/Darrell N. Braman

_____________________________

Darrell N. Braman

Vice President


AMENDMENT NO. 5

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, 2013, between T. Rowe Price Associates, Inc., and each of the Parties listed on Appendix A thereto is hereby amended, as of February 5, 2013, March 5, 2013, April 24, 2013, July 1, 2013, and July 24, 2013, by adding thereto T. Rowe Price Institutional Income Funds, Inc. on behalf of T. Rowe Price Institutional Global Multi-Sector Bond Fund and T. Rowe Price International Funds, Inc. on behalf of T. Rowe Price Global Industrials 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 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 FLOATING RATE FUND, INC.

T. Rowe Price Floating Rate Fund—Advisor Class

T. ROWE PRICE GLOBAL ALLOCATION FUND, INC.

T. Rowe Price Global Allocation Fund—Advisor Class

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. Rowe Price Global Real Estate Fund—Advisor Class

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 INFLATION FOCUSED BOND FUND, INC.


T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.

T. Rowe Price Equity Index 500 Fund

T. Rowe Price Extended Equity Market Index Fund

T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.

T. Rowe Price Institutional Large-Cap Core Growth Fund

T. Rowe Price Institutional Large-Cap Growth Fund

T. Rowe Price Institutional Large-Cap Value Fund

T. Rowe Price Institutional Mid-Cap Equity Growth Fund

T. Rowe Price Institutional Small-Cap Stock Fund

T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.

T. Rowe Price Institutional Core Plus Fund

T. Rowe Price Institutional Core Plus Fund—F Class

T. Rowe Price Institutional Floating Rate Fund

T. Rowe Price Institutional Floating Rate Fund—F Class

T. Rowe Price Institutional Global Multi-Sector Bond Fund

T. Rowe Price Institutional High Yield Fund

T. Rowe Price Institutional Long Duration Credit Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.

T. Rowe Price Institutional Africa & Middle East Fund

T. Rowe Price Institutional Emerging Markets Bond Fund

T. Rowe Price Institutional Emerging Markets Equity Fund

T. Rowe Price Institutional Global Equity Fund

T. Rowe Price Institutional Global Large-Cap Equity Fund

T. Rowe Price Institutional Global Value Equity Fund

T. Rowe Price Institutional International Bond Fund

T. Rowe Price Institutional Concentrated International Equity Fund

T. Rowe Price Institutional International Core Equity Fund

T. Rowe Price Institutional International Growth Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.

T. Rowe Price Africa & Middle East Fund

T. Rowe Price Emerging Europe Fund

T. Rowe Price Emerging Markets Bond Fund

T. Rowe Price Emerging Markets Corporate Bond Fund

T. Rowe Price Emerging Markets Corporate Bond Fund—Advisor Class

T. Rowe Price Emerging Markets Local Currency Bond Fund

T. Rowe Price Emerging Markets Local Currency Bond Fund—Advisor Class

T. Rowe Price Emerging Markets Stock Fund

T. Rowe Price European Stock Fund


T. Rowe Price Global Industrials Fund

T. Rowe Price Global Infrastructure Fund

T. Rowe Price Global Infrastructure Fund—Advisor Class

T. Rowe Price Global Large-Cap Stock Fund

T. Rowe Price Global Large-Cap Stock—Advisor Class

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 Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.

T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.

T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. Rowe Price Mid-Cap 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 MULTI-SECTOR ACCOUNT PORTFOLIOS, INC.

T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio

T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio

T. Rowe Price Floating Rate Multi-Sector Account Portfolio

T. Rowe Price High Yield Multi-Sector Account Portfolio

T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio

T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio


T. ROWE PRICE NEW AMERICA GROWTH FUND

T. Rowe Price New 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 ASSETS 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 Reserve Investment Fund

T. Rowe Price Government Reserve Investment Fund

T. Rowe Price Short-Term Government Reserve Fund

T. Rowe Price Short-Term Reserve Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.

T. Rowe Price Retirement 2005 Fund

T. Rowe Price Retirement 2005 Fund—Advisor Class

T. Rowe Price Retirement 2005 Fund—R Class

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 2015 Fund—Advisor Class

T. Rowe Price Retirement 2015 Fund—R Class

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 2025 Fund—Advisor Class

T. Rowe Price Retirement 2025 Fund—R Class

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 2035 Fund—Advisor Class

T. Rowe Price Retirement 2035 Fund—R Class

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 2045 Fund—Advisor Class

T. Rowe Price Retirement 2045 Fund—R Class

T. Rowe Price Retirement 2050 Fund

T. Rowe Price Retirement 2050 Fund—Advisor Class

T. Rowe Price Retirement 2050 Fund—R Class

T. Rowe Price Retirement 2055 Fund

T. Rowe Price Retirement 2055 Fund—Advisor Class

T. Rowe Price Retirement 2055 Fund—R Class

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 Target Retirement 2005 Fund

T. Rowe Price Target Retirement 2005 Fund—Advisor Class

T. Rowe Price Target Retirement 2010 Fund

T. Rowe Price Target Retirement 2010 Fund—Advisor Class

T. Rowe Price Target Retirement 2015 Fund

T. Rowe Price Target Retirement 2015 Fund—Advisor Class

T. Rowe Price Target Retirement 2020 Fund

T. Rowe Price Target Retirement 2020 Fund—Advisor Class

T. Rowe Price Target Retirement 2025 Fund

T. Rowe Price Target Retirement 2025 Fund—Advisor Class

T. Rowe Price Target Retirement 2030 Fund

T. Rowe Price Target Retirement 2030 Fund—Advisor Class

T. Rowe Price Target Retirement 2035 Fund

T. Rowe Price Target Retirement 2035 Fund—Advisor Class

T. Rowe Price Target Retirement 2040 Fund

T. Rowe Price Target Retirement 2040 Fund—Advisor Class

T. Rowe Price Target Retirement 2045 Fund

T. Rowe Price Target Retirement 2045 Fund—Advisor Class

T. Rowe Price Target Retirement 2050 Fund

T. Rowe Price Target Retirement 2050 Fund—Advisor Class

T. Rowe Price Target Retirement 2055 Fund

T. Rowe Price Target Retirement 2055 Fund—Advisor 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 Ultra Short-Term Bond Fund

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

Georgia Tax-Free Bond Fund

Maryland Short-Term Tax-Free Bond Fund

Maryland Tax-Free Bond Fund

Maryland Tax-Free Money Fund

New Jersey Tax-Free Bond Fund

New York Tax-Free Bond Fund

New York Tax-Free Money Fund

Virginia Tax-Free Bond Fund

T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. Rowe Price Strategic Income Fund—Advisor Class

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 Income Fund—Advisor Class

T. Rowe Price Summit Municipal Intermediate Fund

T. Rowe Price Summit Municipal Intermediate Fund—Advisor Class

T. Rowe Price Summit Municipal Money Market Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.

T. Rowe Price Tax-Efficient Equity Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. Rowe Price Tax-Free High Yield Fund—Advisor Class


T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. Rowe Price Tax-Free Income Fund—Advisor Class

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. Rowe Price Tax-Free Short-Intermediate Fund—Advisor Class

T. Rowe Price Tax-Free Ultra Short-Term Bond Fund

T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.

T. Rowe Price U.S. Large-Cap Core Fund—Advisor Class

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

_____________________________

Patricia B. Lippert

Secretary

/s/Gregory K. Hinkle

_____________________________

Gregory K. Hinkle

Treasurer

  

Attest:

T. ROWE PRICE ASSOCIATES, INC.

/s/David Oestreicher

_____________________________

David Oestreicher

Secretary

/s/Darrell N. Braman

_____________________________

Darrell N. Braman

Vice President


EX-99.H OTH MAT CONT 7 2013rpsagreement-20124.htm Untitled Document

AGREEMENT

between

T. ROWE PRICE RETIREMENT PLAN SERVICES, INC.

and

T. ROWE PRICE FUNDS

 

 


TABLE OF CONTENTS

   
  

Page

Article A

Terms of Appointment

2

   

Article B

Duties of RPS

2

   

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

9

   

Article K

As of Transactions

9

 

1. Reporting

9

 

2. Liability

10

   

Article L

Term and Termination of Agreement

12

   

Article M

Notice

13

   

Article N

Assignment

13

   

Article O

Amendment/Interpretive Provisions

13

   

Article P

Further Assurances

14

   

Article Q

Maryland Law to Apply

14

   

Article R

Merger of Agreement

14

   

Article S

Counterparts

14

   

Article T

The Parties

14

   


   

Article U

Directors, Trustees and Shareholders and Massachusetts Business Trust

14

   

Article V

Captions

15

  


SCHEDULE 1

APPENDIX A


AGREEMENT, made as of the first day of January, 2013, 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, profit sharing plans, thrift plans, 401(k) plans, non-qualified plans and money purchase pension plans for self-employed individuals, professional partnerships and corporations (collectively referred to as “Retirement Plans”); and the Fund has determined that such investments of Retirement Plans in the Funds are in the best long-term interest of the Funds;

WHEREAS, RPS has the capability of providing services, on behalf of the Fund, for such Retirement Plans and 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”); and

WHEREAS, the Fund desires to contract with RPS to provide the functions and services described herein in connection with the Retirement Plans and Retirement Accounts.

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:


A. Terms of Appointment

 Subject to the terms and conditions set forth in this Agreement, the Fund hereby employs and appoints RPS to perform the services and functions described herein in connection with certain Retirement Plans and Retirement Accounts as agreed upon by the parties. RPS may subcontract or jointly contract with other parties, including banks, on behalf of the Funds to perform certain of the functions described herein

B. Duties of RPS

 RPS agrees that it will perform the services set forth on Schedule 1 of this Agreement in accordance with all applicable rules and regulations, the Fund’s then-current prospectus and policies and procedures adopted by RPS. RPS will implement and maintain the systems, data storage and reporting necessary to perform such services.

C. Fees and Expenses

 For 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 RPS

 RPS represents and warrants to the Fund that:

1. It is a corporation duly organized and existing and in good standing under the laws of Maryland.

2. It is empowered under applicable laws and by its charter and by-laws to enter into and perform this Agreement.

3. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.


4. It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

5. It is registered with the Securities and Exchange Commission as a Transfer Agent pursuant to Section 17A of the ‘34 Act.

E. Representations and Warranties of the Fund

The Fund represents and warrants to RPS that:

1. It is a corporation or business trust duly organized and existing and in good standing under the laws of Maryland, or Massachusetts, as the case may be.

2. It is empowered under applicable laws and by its Articles of Incorporation or Declaration of Trust, as the case may be, and By-Laws to enter into and perform this Agreement.

3. All proceedings required by said Articles of Incorporation or Declaration of Trust, as the case may be, and By-Laws have been taken to authorize it to enter into and perform this Agreement.

4. It is an investment company registered under the Investment Company Act of 1940 (the “’40 Act”).

5. A registration statement under the Securities Act of 1933 (the “’33 Act”) is currently effective and will remain effective, and appropriate state securities law filing have been made and will continue to be made, with respect to all shares of the Fund being offered for sale.


F. Standard of Care/Indemnification

Notwithstanding anything to the contrary in this Agreement:

1.  RPS shall not be liable to the Fund for any act or failure to act by it or its agents or subcontractors on behalf of the Fund in carrying or attempting to carry out the terms and provisions of this Agreement provided RPS has acted in good faith and without negligence or willful misconduct and selected and monitored the performance of its agents and subcontractors with reasonable care.

2. The Fund shall indemnify and hold RPS harmless from and against all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by RPS resulting from: (i) any action or omission by RPS or its agents or subcontractors in the performance of their duties hereunder; (ii) RPS acting upon instructions reasonably believed by it to have been executed by a duly authorized officer of the Fund; or (iii) RPS acting upon information provided by the Fund in form and under policies agreed to by RPS and the Fund. RPS shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of RPS or where RPS has not exercised reasonable care in selecting or monitoring the performance of its agents or subcontractors.

3. Except as provided in Article K of this Agreement, RPS shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from negligence or willful misconduct of RPS or which result from RPS’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification in respect of actions or omissions constituting


negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to RPS.

4. In determining RPS’ liability, an isolated error or omission will normally not be deemed to constitute negligence when it is determined that:

·  RPS had in place “appropriate procedures;”

·  the employees responsible for the error or omission had been reasonably trained and were being appropriately monitored; and

·  no evidence or circumstances have been produced to indicate that the individual who committed the error or omission was functioning in bad faith, gross negligence or willful misconduct at the time of the incident.

It is understood that RPS is not obligated to have in place separate procedures to prevent each and every conceivable type of error or omission. The term “appropriate procedures” shall mean procedures reasonably designed to prevent and detect errors and omissions. In determining the reasonableness of such procedures, weight will be given to such factors as are appropriate, including the prior occurrence of any similar errors or omissions when such procedures were in place and transfer agent industry standards in place at the time of the occurrence.

5. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claims, actions or expense resulting from such failure to perform or otherwise from such causes.

6. In order that the indemnification provisions contained in this Article F shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the


party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent.

7. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.

G. Dual Interests

It is understood that some person or persons may be directors, officers, or shareholders of both RPS and the Fund and that the existence of any such dual interest shall not affect the validity of this Agreement or of any transactions hereunder except as otherwise provided by a specific provision of applicable law.

H. Documentation

1.  As requested by RPS, the Fund shall promptly furnish to RPS the following:

a. copy of the resolution of the Directors/Trustees of the Fund authorizing the appointment of RPS and the execution and delivery of this Agreement;

b. A copy of the Articles of Incorporation or Declaration of Trust, as the case may be, and By-Laws of the Fund and all amendments thereto;

c. An opinion of counsel for the Fund with respect to the validity of the stock, the number of Shares authorized, the status of redeemed Shares, and the number of


Shares with respect to which a Registration Statement has been filed and is in effect; and

d. A copy of the Fund’s current and new prospectuses and shareholder reports issued by the Fund.

 The delivery of any such document to either party hereto for the purpose of any other agreement to which the Fund and RPS are or were parties shall be deemed to be delivery for the purposes of this Agreement.

2.  As requested by RPS, the Fund will also furnish to RPS from time to time the following documents:

a. Each resolution of the Board of Directors/Trustees of the Fund authorizing the original issue of its shares;

b. Each Registration Statement filed with the Securities and Exchange Commission and amendments and orders thereto in effect with respect to the sale of shares with respect to the Fund;

c. A certified copy of each amendment to the Articles of Incorporation or Declaration of Trust, and the By-Laws of the Fund;

d. Certified copies of each vote of the Board of Directors/Trustees authorizing officers to give instructions to the Fund; and

e. Such other documents or opinions which RPS, in its discretion, may reasonably deem necessary or appropriate in the proper performance of its duties under this Agreement.

3.  RPS hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of check forms and facsimile signature imprinting


devices, if any, and for the preparation or use, and for keeping account of, such forms and devices.

I. Recordkeeping/Confidentiality

 1.  RPS shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable, provided that RPS shall keep all records in such form and in such manner as required by applicable law.

 2.  RPS and the Fund agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except: (a) after prior notification to and approval in writing by the other party hereto (or the plan, if required), which approval shall not be unreasonably withheld and may not be withheld where RPS or the Fund may be exposed to civil or criminal contempt proceedings for failure to comply; (b) when requested to divulge such information by duly constituted governmental authorities; or (c) after so requested by the other party hereto.

 Without limiting the foregoing, RPS has implemented, and will maintain during the term of this Agreement, measures designed to (i) ensure the security and confidentiality of identifying information concerning Plans and Plan Participants, (ii) use such information to provide the services hereunder, (iii) protect against any anticipated threats or hazards to the security or integrity of such information, (iv) protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to the subject of such information, and (v) ensure appropriate disposal of such information, to the extent such information is being disposed of by RPS.


J. Ownership of Software and Related Material

All computer programs, magnetic tapes, written procedures and similar items purchased and/or developed and used by RPS in performance of the Agreement shall be the property of RPS and will not become the property of the Fund.

K. As Of Transactions

For purposes of this Article K, the term “As Of 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 As Of Transaction (“Related As Of 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 As Of Transaction.

1.  Reporting

  RPS shall:

a. Utilize a system to identify all As Of Transactions, and shall compute the net effect of such As Of Transactions upon the Fund on a daily, monthly and rolling 365 day basis. The monthly and rolling 365 day periods are hereinafter referred to as “Cumulative.”


b. Supply to the Fund, from time to time as mutually agreed upon, a report summarizing the As Of Transactions and the daily and Cumulative net effects of such As Of Transactions both in terms of aggregate dilution/loss (“Loss”) or gain (“Gain”) experienced by the Fund, and the impact such Gain or Loss has had upon the Fund’s net asset value per share.

c. With respect to any As Of Transaction which causes a Loss to the Fund of $100,000 or more (unless RPS fully compensates the Fund for the Loss), RPS will provide the Fund: (i) a report identifying the As Of Transaction and the Dilution resulting therefrom, (ii) the reason such As Of Transaction was processed as described above, and (iii) the action that RPS has or intends to take to prevent the reoccurrence of such As Of Processing ..

2.  Liability

a. It will be the normal practice of the Fund not to hold RPS liable with respect to any As Of Transaction which causes a Loss to any single Fund of less than $25,000. RPS will, however, closely monitor for each Fund the daily and Cumulative Gain/Loss that is caused by As Of Transactions of less than $25,000. When the Cumulative Loss to any Fund exceeds 3/10 of 1% of net asset value per share, RPS, in consultation with counsel to the Fund, will make appropriate inquiry to determine whether it should take any remedial action. RPS will report to the Board of Directors/Trustees of the Fund (“Board”), as appropriate, any action it has taken.

b. Where an As Of Transaction causes a Loss to a Fund equal to or greater than $25,000 (“Significant As Of Transaction”) but less than $100,000, if RPS does not reimburse the Fund for the Loss, RPS will review with Counsel to


the Fund the circumstances surrounding the underlying Significant As Of Transaction to determine whether the Significant As Of Transaction was caused by or occurred as a result of a negligent act or omission by RPS. If it is determined that the Loss is the result of a negligent action or omission by RPS, RPS and outside counsel for the Fund will negotiate settlement. Significant As Of Transactions causing a Loss to the Fund that are not reimbursed by RPS will be reported to the Audit Committee at least annually. Any Significant As Of Transaction, however, causing a Loss in excess of the lesser of $100,000 or a penny per share that are not reimbursed by RPS will be reported to the Board as soon as reasonably practicable. Settlement for Significant As Of Transactions causing a Loss of $100,000 or more will not be entered into until approved by the Board. For Related As Of Transactions involving Funds with more than one class, the amount of Gain or Loss resulting from an As Of Transaction shall be determined for each class; provided, however, that for purposes of determining RPS’s liability for reimbursement of any Loss to a class, Gains in one class may be used to offset Losses in another class of the same Fund. Any net Gains remaining after offsetting a Loss in one or more classes, as well as aggregate Gains from a Significant As Of Transaction causing a Gain of a penny or more per share in a class, will be allocated ratably to all of the classes in the affected Fund. The Fund may also absorb Gains or Losses resulting from adjustments to transactions caused by a pricing error in a Fund or outside fund (when RPS corrects the number of shares in the Fund based on the Fund’s or outside


fund’s corrected NAV). RPS (or outside fund) will reimburse the Fund for Losses over $100 for any Losses caused by adjustments resulting from a pricing error of an outside fund.

 The factors to consider in making any determination regarding the settlement of a Significant As Of Transaction would include but not be limited to:

i. Procedures and controls adopted by RPS to prevent As Of Processing;

ii. Whether such procedures and controls were being followed at the time of the Significant As Of Transaction;

iii. The volume of all transactions processed by RPS on the day of the Significant As Of Transaction;

iv. The number of As Of Transactions processed by RPS during prior relevant periods, and the net Loss/Gain as a result of all such Significant As Of Transactions to the Fund and to all other Funds; and

v. v. The prior response of RPS to recommendations made by the Funds regarding improvement to RPS’ As Of Processing procedures.

c. In determining RPS’ liability with respect to a Significant As Of Transaction, Section 4 of Article F of this Agreement will be applied.

L. Term and Termination of Agreement

 1.  This Agreement shall run for a period of one (1) year from the date first written above and will be renewed from year to year thereafter unless terminated by either party as provided hereunder.

 2 . This Agreement may be terminated by the Funds upon one hundred twenty (120) days’ prior written notice to RPS; and by RPS, upon three hundred sixty-five (365) days’ prior


written notice to the Fund unless a shorter termination period is mutually agreed upon by the parties.

 3.  Upon termination hereof, the Fund shall pay to RPS such compensation as may be due as of the date of such termination, and shall likewise reimburse for out-of-pocket expenses related to its services hereunder.

M. Notice

Any notice as required by this Agreement shall be sufficiently given (i) when sent to an authorized person of the other party at the address of such party set forth above or at such other address as such party may from time to time specify in writing to the other party; or (ii) as otherwise agreed upon by appropriate officers of the parties hereto.

N. Assignment

Neither this Agreement nor any rights or obligations hereunder may be assigned either voluntarily or involuntarily, by operation of law or otherwise, by either party without the prior written consent of the other party.

O. Amendment/Interpretive Provisions

The parties by mutual written agreement may amend this Agreement at any time. In addition, in connection with the operation of this Agreement, RPS and the Fund may agree from time to time on such provisions interpretive of or in addition to the provisions of this Agreement as 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 Assurances

Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.

Q. Maryland Law to Apply

This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of Maryland.

R. Merger of Agreement

This Agreement, including the attached Schedule supersede any prior agreement with respect to the subject hereof, whether oral or written.

S. Counterparts

This Agreement may be executed by the parties hereto in any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

T. The Parties

All references herein to “the Fund” are to each of the Funds listed on Appendix A individually, as if this Agreement were between such individual Fund and RPS. In the case of a series Fund or trust or Fund with separate classes, all references to “the Fund” are to the individual series or class of such Fund or trust, or to such Fund or trust on behalf of the individual series or class, 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 Trust

It is understood and is expressly stipulated that neither the holders of shares in the Fund nor any Directors or Trustees of the Fund shall be personally liable hereunder. With respect to any


Fund which is a party to this Agreement and which is organized as a Massachusetts business trust, the term “Fund” means and refers to the trustees from time to time serving under the applicable trust agreement (Declaration of Trust) of such Trust as the same may be amended from time to time. It is expressly agreed that the obligations of any such Trust hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of the Trust, personally, but bind only the trust property of the Trust, as provided in the Declaration of Trust of the Trust. The execution and delivery of this Agreement has been authorized by the Trustees and signed by an authorized officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.

V. Captions

The captions in the Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf under their seals by and through their duly authorized officers.

  

T. ROWE PRICE RETIREMENT PLAN SERVICES, INC.

T. ROWE PRICE FUNDS

By: /s/ William W. Strickland

Name: William W. Strickland

Title: Vice President

By: /s/ Gregory K. Hinkle

Name:  Gregory K. Hinkle

Title: Treasurer


SCHEDULE 1

 RPS 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 Fund’s then-current prospectus. Such services include, but are not limited to, the following:

- Establishing Participant Accounts

- Processing Purchase, Redemption and Exchange Orders Received from Participants and Plan Administrators

- Calculating and Processing Participants’ Retirement Minimum Distributions

- Receiving and Disbursing Settlement Proceeds to Participants and Plan Administrators

- Assessing and Remitting Redemption Fees

- Processing Fund Mergers and Reorganizations

- Processing Maintenance Requests in Participant Accounts Received from Participants and Plan Administrators

- Processing Adjustments in Participant Accounts and Monitoring and Reporting Gains and Losses in the Funds Resulting from such Adjustments

- 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 Fund’s Excessive Trading Policy

- Complying with Procedures for Federal Tax Withholding

- Responding to Correspondence relating to Participant Accounts Received from Participants and Plan Administrators

- Maintaining Telephone, VRU and Computer Services for use by Participants and Plan Administrators to access and transact in 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

- Developing and implementing policies and procedures to comply with new regulations affecting RPS as transfer agent to the Funds

- 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 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 FLOATING RATE FUND, INC.

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. Rowe Price Growth Stock Fund—R Class

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC.

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.


T. ROWE PRICE INDEX TRUST, INC.

T. Rowe Price Equity Index 500 Fund

T. Rowe Price Extended Equity Market Index Fund

T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.

T. Rowe Price Institutional Large-Cap Core Growth Fund

T. Rowe Price Institutional Large-Cap Growth Fund

T. Rowe Price Institutional Large-Cap Value Fund

T. Rowe Price Institutional Mid-Cap Equity Growth Fund

T. Rowe Price Institutional Small-Cap Stock Fund

T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.

T. Rowe Price Institutional Core Plus Fund

T. Rowe Price Institutional Floating Rate Fund

T. Rowe Price Institutional High Yield Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.

T. Rowe Price Institutional Africa & Middle East Fund

T. Rowe Price Institutional Emerging Markets Bond Fund

T. Rowe Price Institutional Emerging Markets Equity Fund

T. Rowe Price Institutional Global Equity Fund

T. Rowe Price Institutional Global Large-Cap Equity Fund

T. Rowe Price Institutional Global Value Equity Fund

T. Rowe Price Institutional International Bond Fund

T. Rowe Price Institutional Concentrated International Equity Fund

T. Rowe Price Institutional International Core Equity Fund

T. Rowe Price Institutional International Growth Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.

T. Rowe Price Africa & Middle East Fund

T. Rowe Price Emerging Europe Fund

T. Rowe Price Emerging Markets Bond Fund

T. Rowe Price Emerging Markets Corporate Bond Fund

T. Rowe Price Emerging Markets Local Currency Bond Fund

T. Rowe Price Emerging Markets Stock Fund

T. Rowe Price European Stock Fund

T. Rowe Price Global Infrastructure Fund

T. Rowe Price Global Large-Cap Stock Fund

T. Rowe Price Global Stock Fund

T. Rowe Price International Bond Fund

T. Rowe Price International Discovery Fund

T. Rowe Price International Growth & Income Fund

T. Rowe Price International 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 Oversees Stock 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 ASSETS FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.

T. Rowe Price Government Reserve Investment Fund

T. Rowe Price Reserve Investment Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.

T. Rowe Price Retirement 2005 Fund

T. Rowe Price Retirement 2005 Fund—R Class


T. Rowe Price Retirement 2010 Fund

T. Rowe Price Retirement 2010 Fund—R Class

T. Rowe Price Retirement 2015 Fund

T. Rowe Price Retirement 2015 Fund—R Class

T. Rowe Price Retirement 2020 Fund

T. Rowe Price Retirement 2020 Fund—R Class

T. Rowe Price Retirement 2025 Fund

T. Rowe Price Retirement 2025 Fund—R Class

T. Rowe Price Retirement 2030 Fund

T. Rowe Price Retirement 2030 Fund—R Class

T. Rowe Price Retirement 2035 Fund

T. Rowe Price Retirement 2035 Fund—R Class

T. Rowe Price Retirement 2040 Fund

T. Rowe Price Retirement 2040 Fund—R Class

T. Rowe Price Retirement 2045 Fund

T. Rowe Price Retirement 2045 Fund—R Class

T. Rowe Price Retirement 2050 Fund

T. Rowe Price Retirement 2050 Fund—R Class

T. Rowe Price Retirement 2055 Fund

T. Rowe Price Retirement 2055 Fund—R Class

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 Ultra Short-Term Bond Fund

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.

Spectrum Growth Fund

Spectrum Income Fund

Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST

Maryland Tax-Free Bond Fund

Maryland Tax-Free Money Fund

T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. ROWE PRICE SUMMIT FUNDS, INC.

T. Rowe Price Summit Cash Reserves Fund

T. Rowe Price Summit GNMA Fund


T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE–CAP CORE FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.

U.S. Treasury Intermediate Fund

U.S. Treasury Long Term Fund

U.S. Treasury Money Fund

T. ROWE PRICE VALUE FUND, INC.


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, 2013, between T. Rowe Price Retirement Plan Services, Inc. and each of the Parties listed on Appendix A thereto is hereby amended, as of February 5, 2013 by adding thereto T. Rowe Price Institutional Income Funds, Inc. on behalf of T. Rowe Price Institutional Long Duration Credit Fund.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. Rowe Price 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 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 FLOATING RATE FUND, INC.

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.


T. ROWE PRICE GROWTH STOCK FUND, INC.

T. Rowe Price Growth Stock Fund—R Class

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC.

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.

T. Rowe Price Equity Index 500 Fund

T. Rowe Price Extended Equity Market Index Fund

T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.

T. Rowe Price Institutional Large-Cap Core Growth Fund

T. Rowe Price Institutional Large-Cap Growth Fund

T. Rowe Price Institutional Large-Cap Value Fund

T. Rowe Price Institutional Mid-Cap Equity Growth Fund

T. Rowe Price Institutional Small-Cap Stock Fund

T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.

T. Rowe Price Institutional Core Plus Fund

T. Rowe Price Institutional Floating Rate Fund

T. Rowe Price Institutional High Yield Fund

T. Rowe Price Institutional Long Duration Credit Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.

T. Rowe Price Institutional Africa & Middle East Fund

T. Rowe Price Institutional Emerging Markets Bond Fund

T. Rowe Price Institutional Emerging Markets Equity Fund

T. Rowe Price Institutional Global Equity Fund

T. Rowe Price Institutional Global Large-Cap Equity Fund

T. Rowe Price Institutional Global Value Equity Fund

T. Rowe Price Institutional International Bond Fund

T. Rowe Price Institutional Concentrated International Equity Fund

T. Rowe Price Institutional International Core Equity Fund

T. Rowe Price Institutional International Growth Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.

T. Rowe Price Africa & Middle East Fund

T. Rowe Price Emerging Europe Fund

T. Rowe Price Emerging Markets Bond Fund


T. Rowe Price Emerging Markets Corporate Bond Fund

T. Rowe Price Emerging Markets Local Currency Bond Fund

T. Rowe Price Emerging Markets Stock Fund

T. Rowe Price European Stock Fund

T. Rowe Price Global Infrastructure Fund

T. Rowe Price Global Large-Cap Stock Fund

T. Rowe Price Global Stock Fund

T. Rowe Price International Bond Fund

T. Rowe Price International Discovery Fund

T. Rowe Price International Growth & Income Fund

T. Rowe Price International 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 Oversees Stock 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 ASSETS FUND, INC.


T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.

T. Rowe Price Government Reserve Investment Fund

T. Rowe Price Reserve Investment Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.

T. Rowe Price Retirement 2005 Fund

T. Rowe Price Retirement 2005 Fund—R Class

T. Rowe Price Retirement 2010 Fund

T. Rowe Price Retirement 2010 Fund—R Class

T. Rowe Price Retirement 2015 Fund

T. Rowe Price Retirement 2015 Fund—R Class

T. Rowe Price Retirement 2020 Fund

T. Rowe Price Retirement 2020 Fund—R Class

T. Rowe Price Retirement 2025 Fund

T. Rowe Price Retirement 2025 Fund—R Class

T. Rowe Price Retirement 2030 Fund

T. Rowe Price Retirement 2030 Fund—R Class

T. Rowe Price Retirement 2035 Fund

T. Rowe Price Retirement 2035 Fund—R Class

T. Rowe Price Retirement 2040 Fund

T. Rowe Price Retirement 2040 Fund—R Class

T. Rowe Price Retirement 2045 Fund

T. Rowe Price Retirement 2045 Fund—R Class

T. Rowe Price Retirement 2050 Fund

T. Rowe Price Retirement 2050 Fund—R Class

T. Rowe Price Retirement 2055 Fund

T. Rowe Price Retirement 2055 Fund—R Class

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 Ultra Short-Term Bond Fund

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.

Spectrum Growth Fund

Spectrum Income Fund

Spectrum International Fund


T. ROWE PRICE STATE TAX-FREE INCOME TRUST

Maryland Tax-Free Bond Fund

Maryland Tax-Free Money Fund

T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. ROWE PRICE SUMMIT FUNDS, INC.

T. Rowe Price Summit Cash Reserves Fund

T. Rowe Price Summit GNMA Fund

T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE–CAP CORE FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.

U.S. Treasury Intermediate Fund

U.S. Treasury Long Term Fund

U.S. Treasury Money Fund

T. ROWE PRICE VALUE FUND, INC.

  

Attest:

 

/s/Patricia B. Lippert

_____________________________

Patricia B. Lippert

Secretary

/s/Gregory K. Hinkle

_____________________________

Gregory K. Hinkle

Treasurer

  

Attest:

T. ROWE PRICE RETIREMENT PLAN SERVICES, INC.

/s/David Oestreicher

_____________________________

David Oestreicher

Secretary

/s/Nancy M. Maitland

_____________________________

Nancy M. Maitland

Vice President


AMENDMENT NO. 2

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, 2013, between T. Rowe Price Retirement Plan Services, Inc. and each of the Parties listed on Appendix A thereto is hereby amended, as of February 5, 2013 and March 5, 2013, by adding thereto T. Rowe Price Global Allocation Fund, Inc.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. Rowe Price 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 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 FLOATING RATE FUND, INC.

T. ROWE PRICE GLOBAL ALLOCATION FUND, INC.

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.


T. ROWE PRICE GROWTH STOCK FUND, INC.

T. Rowe Price Growth Stock Fund—R Class

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC.

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.

T. Rowe Price Equity Index 500 Fund

T. Rowe Price Extended Equity Market Index Fund

T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.

T. Rowe Price Institutional Large-Cap Core Growth Fund

T. Rowe Price Institutional Large-Cap Growth Fund

T. Rowe Price Institutional Large-Cap Value Fund

T. Rowe Price Institutional Mid-Cap Equity Growth Fund

T. Rowe Price Institutional Small-Cap Stock Fund

T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.

T. Rowe Price Institutional Core Plus Fund

T. Rowe Price Institutional Floating Rate Fund

T. Rowe Price Institutional High Yield Fund

T. Rowe Price Institutional Long Duration Credit Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.

T. Rowe Price Institutional Africa & Middle East Fund

T. Rowe Price Institutional Emerging Markets Bond Fund

T. Rowe Price Institutional Emerging Markets Equity Fund

T. Rowe Price Institutional Global Equity Fund

T. Rowe Price Institutional Global Large-Cap Equity Fund

T. Rowe Price Institutional Global Value Equity Fund

T. Rowe Price Institutional International Bond Fund

T. Rowe Price Institutional Concentrated International Equity Fund

T. Rowe Price Institutional International Core Equity Fund

T. Rowe Price Institutional International Growth Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.

T. Rowe Price Africa & Middle East Fund

T. Rowe Price Emerging Europe Fund

T. Rowe Price Emerging Markets Bond Fund


T. Rowe Price Emerging Markets Corporate Bond Fund

T. Rowe Price Emerging Markets Local Currency Bond Fund

T. Rowe Price Emerging Markets Stock Fund

T. Rowe Price European Stock Fund

T. Rowe Price Global Infrastructure Fund

T. Rowe Price Global Large-Cap Stock Fund

T. Rowe Price Global Stock Fund

T. Rowe Price International Bond Fund

T. Rowe Price International Discovery Fund

T. Rowe Price International Growth & Income Fund

T. Rowe Price International 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 Oversees Stock 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 ASSETS FUND, INC.


T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.

T. Rowe Price Government Reserve Investment Fund

T. Rowe Price Reserve Investment Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.

T. Rowe Price Retirement 2005 Fund

T. Rowe Price Retirement 2005 Fund—R Class

T. Rowe Price Retirement 2010 Fund

T. Rowe Price Retirement 2010 Fund—R Class

T. Rowe Price Retirement 2015 Fund

T. Rowe Price Retirement 2015 Fund—R Class

T. Rowe Price Retirement 2020 Fund

T. Rowe Price Retirement 2020 Fund—R Class

T. Rowe Price Retirement 2025 Fund

T. Rowe Price Retirement 2025 Fund—R Class

T. Rowe Price Retirement 2030 Fund

T. Rowe Price Retirement 2030 Fund—R Class

T. Rowe Price Retirement 2035 Fund

T. Rowe Price Retirement 2035 Fund—R Class

T. Rowe Price Retirement 2040 Fund

T. Rowe Price Retirement 2040 Fund—R Class

T. Rowe Price Retirement 2045 Fund

T. Rowe Price Retirement 2045 Fund—R Class

T. Rowe Price Retirement 2050 Fund

T. Rowe Price Retirement 2050 Fund—R Class

T. Rowe Price Retirement 2055 Fund

T. Rowe Price Retirement 2055 Fund—R Class

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 Ultra Short-Term Bond Fund

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.

Spectrum Growth Fund

Spectrum Income Fund

Spectrum International Fund


T. ROWE PRICE STATE TAX-FREE INCOME TRUST

Maryland Tax-Free Bond Fund

Maryland Tax-Free Money Fund

T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. ROWE PRICE SUMMIT FUNDS, INC.

T. Rowe Price Summit Cash Reserves Fund

T. Rowe Price Summit GNMA Fund

T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE–CAP CORE FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.

U.S. Treasury Intermediate Fund

U.S. Treasury Long Term Fund

U.S. Treasury Money Fund

T. ROWE PRICE VALUE FUND, INC.

  

Attest:

 

/s/Patricia B. Lippert

_____________________________

Patricia B. Lippert

Secretary

/s/Gregory K. Hinkle

_____________________________

Gregory K. Hinkle

Treasurer

  

Attest:

T. ROWE PRICE RETIREMENT PLAN SERVICES, INC.

/s/David Oestreicher

_____________________________

David Oestreicher

Secretary

/s/Nancy M. Maitland

_____________________________

Nancy M. Maitland

Vice President


AMENDMENT NO. 3

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, 2013, between T. Rowe Price Retirement Plan Services, Inc. and each of the Parties listed on Appendix A thereto is hereby amended, as of February 5, 2013, March 5, 2013 and April 24, 2013, by adding thereto T. Rowe Price Retirement Funds, Inc. on behalf of T. Rowe Price Target Retirement 2005 Fund, T. Rowe Price Target Retirement 2010 Fund, T. Rowe Price Target Retirement 2015 Fund, T. Rowe Price Target Retirement 2020 Fund, T. Rowe Price Target Retirement 2025 Fund, T. Rowe Price Target Retirement 2030 Fund, T. Rowe Price Target Retirement 2035 Fund, T. Rowe Price Target Retirement 2040 Fund, T. Rowe Price Target Retirement 2045 Fund, T. Rowe Price Target Retirement 2050 Fund and T. Rowe Price Target Retirement 2055 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 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 FLOATING RATE FUND, INC.

T. ROWE PRICE GLOBAL ALLOCATION FUND, INC.

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.


T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. Rowe Price Growth Stock Fund—R Class

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC.

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.

T. Rowe Price Equity Index 500 Fund

T. Rowe Price Extended Equity Market Index Fund

T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.

T. Rowe Price Institutional Large-Cap Core Growth Fund

T. Rowe Price Institutional Large-Cap Growth Fund

T. Rowe Price Institutional Large-Cap Value Fund

T. Rowe Price Institutional Mid-Cap Equity Growth Fund

T. Rowe Price Institutional Small-Cap Stock Fund

T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.

T. Rowe Price Institutional Core Plus Fund

T. Rowe Price Institutional Floating Rate Fund

T. Rowe Price Institutional High Yield Fund

T. Rowe Price Institutional Long Duration Credit Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.

T. Rowe Price Institutional Africa & Middle East Fund

T. Rowe Price Institutional Emerging Markets Bond Fund

T. Rowe Price Institutional Emerging Markets Equity Fund

T. Rowe Price Institutional Global Equity Fund

T. Rowe Price Institutional Global Large-Cap Equity Fund

T. Rowe Price Institutional Global Value Equity Fund

T. Rowe Price Institutional International Bond Fund

T. Rowe Price Institutional Concentrated International Equity Fund

T. Rowe Price Institutional International Core Equity Fund


T. Rowe Price Institutional International Growth Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.

T. Rowe Price Africa & Middle East Fund

T. Rowe Price Emerging Europe Fund

T. Rowe Price Emerging Markets Bond Fund

T. Rowe Price Emerging Markets Corporate Bond Fund

T. Rowe Price Emerging Markets Local Currency Bond Fund

T. Rowe Price Emerging Markets Stock Fund

T. Rowe Price European Stock Fund

T. Rowe Price Global Infrastructure Fund

T. Rowe Price Global Large-Cap Stock Fund

T. Rowe Price Global Stock Fund

T. Rowe Price International Bond Fund

T. Rowe Price International Discovery Fund

T. Rowe Price International Growth & Income Fund

T. Rowe Price International 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 Oversees Stock 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 ASSETS FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.

T. Rowe Price Government Reserve Investment Fund

T. Rowe Price Reserve Investment Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.

T. Rowe Price Retirement 2005 Fund

T. Rowe Price Retirement 2005 Fund—R Class

T. Rowe Price Retirement 2010 Fund

T. Rowe Price Retirement 2010 Fund—R Class

T. Rowe Price Retirement 2015 Fund

T. Rowe Price Retirement 2015 Fund—R Class

T. Rowe Price Retirement 2020 Fund

T. Rowe Price Retirement 2020 Fund—R Class

T. Rowe Price Retirement 2025 Fund

T. Rowe Price Retirement 2025 Fund—R Class

T. Rowe Price Retirement 2030 Fund

T. Rowe Price Retirement 2030 Fund—R Class

T. Rowe Price Retirement 2035 Fund

T. Rowe Price Retirement 2035 Fund—R Class

T. Rowe Price Retirement 2040 Fund

T. Rowe Price Retirement 2040 Fund—R Class

T. Rowe Price Retirement 2045 Fund

T. Rowe Price Retirement 2045 Fund—R Class

T. Rowe Price Retirement 2050 Fund

T. Rowe Price Retirement 2050 Fund—R Class

T. Rowe Price Retirement 2055 Fund

T. Rowe Price Retirement 2055 Fund—R Class

T. Rowe Price Retirement Income Fund

T. Rowe Price Retirement Income Fund—R Class

T. Rowe Price Target Retirement 2005 Fund

T. Rowe Price Target Retirement 2010 Fund

T. Rowe Price Target Retirement 2015 Fund

T. Rowe Price Target Retirement 2020 Fund

T. Rowe Price Target Retirement 2025 Fund

T. Rowe Price Target Retirement 2030 Fund

T. Rowe Price Target Retirement 2035 Fund

T. Rowe Price Target Retirement 2040 Fund


T. Rowe Price Target Retirement 2045 Fund

T. Rowe Price Target Retirement 2050 Fund

T. Rowe Price Target Retirement 2055 Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. Rowe Price Ultra Short-Term Bond Fund

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.

Spectrum Growth Fund

Spectrum Income Fund

Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST

Maryland Tax-Free Bond Fund

Maryland Tax-Free Money Fund

T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. ROWE PRICE SUMMIT FUNDS, INC.

T. Rowe Price Summit Cash Reserves Fund

T. Rowe Price Summit GNMA Fund

T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE–CAP CORE FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.

U.S. Treasury Intermediate Fund

U.S. Treasury Long Term Fund

U.S. Treasury Money Fund

T. ROWE PRICE VALUE FUND, INC.


  

Attest:

 

/s/Patricia B. Lippert

_____________________________

Patricia B. Lippert

Secretary

/s/Gregory K. Hinkle

_____________________________

Gregory K. Hinkle

Treasurer

  

Attest:

T. ROWE PRICE RETIREMENT PLAN SERVICES, INC.

/s/David Oestreicher

_____________________________

David Oestreicher

Secretary

/s/Nancy M. Maitland

_____________________________

Nancy M. Maitland

Vice President


AMENDMENT NO. 4

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, 2013, between T. Rowe Price Retirement Plan Services, Inc. and each of the Parties listed on Appendix A thereto is hereby amended, as of February 5, 2013, March 5, 2013, April 24, 2013, and July 24, 2013, by adding thereto T. Rowe Price Institutional Income Funds, Inc. on behalf of T. Rowe Price Institutional Global Multi-Sector Bond Fund and T. Rowe Price International Funds, Inc. on behalf of T. Rowe Price Global Industrials 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 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 FLOATING RATE FUND, INC.

T. ROWE PRICE GLOBAL ALLOCATION FUND, INC.

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND


T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. Rowe Price Growth Stock Fund—R Class

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC.

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.

T. Rowe Price Equity Index 500 Fund

T. Rowe Price Extended Equity Market Index Fund

T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.

T. Rowe Price Institutional Large-Cap Core Growth Fund

T. Rowe Price Institutional Large-Cap Growth Fund

T. Rowe Price Institutional Large-Cap Value Fund

T. Rowe Price Institutional Mid-Cap Equity Growth Fund

T. Rowe Price Institutional Small-Cap Stock Fund

T. Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.

T. Rowe Price Institutional Core Plus Fund

T. Rowe Price Institutional Floating Rate Fund

T. Rowe Price Institutional Global Multi-Sector Bond Fund

T. Rowe Price Institutional High Yield Fund

T. Rowe Price Institutional Long Duration Credit Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.

T. Rowe Price Institutional Africa & Middle East Fund

T. Rowe Price Institutional Emerging Markets Bond Fund

T. Rowe Price Institutional Emerging Markets Equity Fund

T. Rowe Price Institutional Global Equity Fund

T. Rowe Price Institutional Global Large-Cap Equity Fund

T. Rowe Price Institutional Global Value Equity Fund

T. Rowe Price Institutional International Bond Fund

T. Rowe Price Institutional Concentrated International Equity Fund

T. Rowe Price Institutional International Core Equity Fund

T. Rowe Price Institutional International Growth Equity Fund


T. ROWE PRICE INTERNATIONAL FUNDS, INC.

T. Rowe Price Africa & Middle East Fund

T. Rowe Price Emerging Europe Fund

T. Rowe Price Emerging Markets Bond Fund

T. Rowe Price Emerging Markets Corporate Bond Fund

T. Rowe Price Emerging Markets Local Currency Bond Fund

T. Rowe Price Emerging Markets Stock Fund

T. Rowe Price European Stock Fund

T. Rowe Price Global Industrials Fund

T. Rowe Price Global Infrastructure Fund

T. Rowe Price Global Large-Cap Stock Fund

T. Rowe Price Global Stock Fund

T. Rowe Price International Bond Fund

T. Rowe Price International Discovery Fund

T. Rowe Price International Growth & Income Fund

T. Rowe Price International 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 Oversees Stock 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 ASSETS FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.

T. Rowe Price Government Reserve Investment Fund

T. Rowe Price Reserve Investment Fund

T. ROWE PRICE RETIREMENT FUNDS, INC.

T. Rowe Price Retirement 2005 Fund

T. Rowe Price Retirement 2005 Fund—R Class

T. Rowe Price Retirement 2010 Fund

T. Rowe Price Retirement 2010 Fund—R Class

T. Rowe Price Retirement 2015 Fund

T. Rowe Price Retirement 2015 Fund—R Class

T. Rowe Price Retirement 2020 Fund

T. Rowe Price Retirement 2020 Fund—R Class

T. Rowe Price Retirement 2025 Fund

T. Rowe Price Retirement 2025 Fund—R Class

T. Rowe Price Retirement 2030 Fund

T. Rowe Price Retirement 2030 Fund—R Class

T. Rowe Price Retirement 2035 Fund

T. Rowe Price Retirement 2035 Fund—R Class

T. Rowe Price Retirement 2040 Fund

T. Rowe Price Retirement 2040 Fund—R Class

T. Rowe Price Retirement 2045 Fund

T. Rowe Price Retirement 2045 Fund—R Class

T. Rowe Price Retirement 2050 Fund

T. Rowe Price Retirement 2050 Fund—R Class

T. Rowe Price Retirement 2055 Fund

T. Rowe Price Retirement 2055 Fund—R Class

T. Rowe Price Retirement Income Fund

T. Rowe Price Retirement Income Fund—R Class

T. Rowe Price Target Retirement 2005 Fund

T. Rowe Price Target Retirement 2010 Fund

T. Rowe Price Target Retirement 2015 Fund

T. Rowe Price Target Retirement 2020 Fund

T. Rowe Price Target Retirement 2025 Fund

T. Rowe Price Target Retirement 2030 Fund


T. Rowe Price Target Retirement 2035 Fund

T. Rowe Price Target Retirement 2040 Fund

T. Rowe Price Target Retirement 2045 Fund

T. Rowe Price Target Retirement 2050 Fund

T. Rowe Price Target Retirement 2055 Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. Rowe Price Ultra Short-Term Bond Fund

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.

Spectrum Growth Fund

Spectrum Income Fund

Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST

Maryland Tax-Free Bond Fund

Maryland Tax-Free Money Fund

T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. ROWE PRICE SUMMIT FUNDS, INC.

T. Rowe Price Summit Cash Reserves Fund

T. Rowe Price Summit GNMA Fund

T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE–CAP CORE FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.

U.S. Treasury Intermediate Fund

U.S. Treasury Long Term Fund

U.S. Treasury Money Fund

T. ROWE PRICE VALUE FUND, INC.


  

Attest:

 

/s/Patricia B. Lippert

_____________________________

Patricia B. Lippert

Secretary

/s/Gregory K. Hinkle

_____________________________

Gregory K. Hinkle

Treasurer

  

Attest:

T. ROWE PRICE RETIREMENT PLAN SERVICES, INC.

/s/David Oestreicher

_____________________________

David Oestreicher

Secretary

/s/Nancy M. Maitland

_____________________________

Nancy M. Maitland

Vice President


EX-99.J OTHER OPININ 8 nifpwcconsent-100120122.htm Untitled Document

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A (the “Registration Statement”) of our report dated July 16, 2013, relating to the financial statements and financial highlights which appears in the May 31, 2013 Annual Report to Shareholders of T. Rowe Price New Income Fund, Inc., which is also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings “Financial Highlights”, “Independent Registered Public Accounting Firm”, “Report of Independent Registered Public Accounting Firm” and “Fund Service Providers” in such Registration Statement.

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Baltimore, Maryland
September 24, 2013


EX-99.J OTHER OPININ 9 nifwillkie485bcert-100120124.htm Untitled Document

September 24, 2013

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:  T. Rowe Price New Income Fund, Inc.

 File Nos.: 002-48848/811-2396

 Post-Effective Amendment No. 68

Commissioners:

We are counsel to the above-referenced registrant, which proposes to file, pursuant to paragraph (b) of Rule 485 under the Securities Act of 1933, the above-referenced Post-Effective Amendment to its registration statement.

We have reviewed the amendment, and we represent it does not contain disclosures that would render it ineligible to become effective pursuant to paragraph (b) of Rule 485.

Sincerely,

/s/Maria Gattuso

Maria Gattuso


EX-99.J OTHER OPININ 10 powerofattorney-2011.htm Untitled Document

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.

T. ROWE PRICE FIXED INCOME SERIES, INC.

T. ROWE PRICE FLOATING RATE FUND, INC.

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.

T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC.

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.

T. ROWE PRICE INTERNATIONAL FUNDS, INC.

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.

T. ROWE PRICE INTERNATIONAL SERIES, INC.

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE MULTI-SECTOR ACCOUNT PORTFOLIOS, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUND, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ASSETS FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.

T. ROWE PRICE RETIREMENT FUNDS, INC.

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.


T. ROWE PRICE STATE TAX-FREE INCOME TRUST

T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. ROWE PRICE SUMMIT FUNDS, INC.

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.

T. ROWE PRICE VALUE FUND, INC.

POWER OF ATTORNEY

 RESOLVED, that the Corporation does hereby constitute and authorize Edward C. Bernard, Margery K. Neale and David Oestreicher, and each of them individually, their true and lawful attorneys and agents to take any and all action and execute any and all instruments which said attorneys and agents may deem necessary or advisable to enable the Corporation/Trust to comply with the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, and any rules, regulations, orders or other requirements of the United States Securities and Exchange Commission thereunder, in connection with the registration under the Securities Act of 1933, as amended, of shares of the Corporation/Trust, to be offered by the Corporation/Trust, and the registration of the Corporation/Trust under the Investment Company Act of 1940, as amended, including specifically, but without limitation of the foregoing, power and authority to sign the name of the Corporation/Trust on its behalf, and to sign the names of each of such directors/trustees and officers on his behalf as such director/trustee or officer to any (i) Registration Statement on Form N-1A or N-14 of the Corporation/Trust filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended; (ii) Registration Statement on Form N-1A or N-14 of the Corporation/Trust under the Investment Company Act of 1940, as amended; (iii) amendment or supplement (including, but not limited to, Post-Effective Amendments adding additional series or classes of the Corporation/ Trust) to said Registration Statement; and (iv) instruments or documents filed or to be filed as a part of or in connection with such Registration Statement, including Articles Supplementary, Articles of Amendment, and other instruments with respect to the Articles of Incorporation or Master Trust Agreement of the Corporation/Trust.

 IN WITNESS WHEREOF, the above named Corporations/Trusts have caused these presents to be signed and the same attested by its Secretary, each thereunto duly authorized by its Board of Directors/Trustees, and each of the undersigned has hereunto set his hand and seal as of the day set opposite his name.


   

ALL CORPORATIONS/TRUSTS

  

/s/Edward C. Bernard

Edward C. Bernard

Chairman of the Board (Principal Executive Officer)

Director/Trustee

April 24, 2012

/s/Gregory K. Hinkle

Gregory K. Hinkle

Treasurer (Principal Financial Officer)

April 24, 2012

/s/William R. Brody

William R. Brody

Director/Trustee

April 24, 2012

/s/Jeremiah E. Casey

Jeremiah E. Casey

Director/Trustee

April 24, 2012

/s/Anthony W. Deering

Anthony W. Deering

Director/Trustee

April 24, 2012

/s/Donald W. Dick, Jr.

Donald W. Dick, Jr.

Director/Trustee

April 24, 2012

/s/Karen N. Horn

Karen N. Horn

Director/Trustee

April 24, 2012

/s/Theo C. Rodgers

Theo C. Rodgers

Director/Trustee

April 24, 2012

/s/John G. Schreiber

John G. Schreiber

Director/Trustee

April 24, 2012

/s/Mark R. Tercek

Mark R. Tercek

Director/Trustee

April 24, 2012

(Signatures Continued)


MICHAEL C. GITLIN, Director/Trustee


T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE FIXED INCOME SERIES, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE FLOATING RATE FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.

T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC.

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE STATE TAX-FREE INCOME TRUST

T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. ROWE PRICE SUMMIT FUNDS, INC.

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.

MICHAEL C. GITLIN, Director and President

T. ROWE PRICE MULTI-SECTOR ACCOUNT PORTFOLIOS, INC.

  

/s/Michael C. Gitlin

Michael C. Gitlin

April 24, 2012

(Signatures Continued)


JOHN H. LAPORTE, Director/Trustee

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

T. ROWE PRICE EQUITY SERIES, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

JOHN H. LAPORTE, Director and Vice President

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE NEW HORIZONS FUND, INC.

  

/s/John H. Laporte

John H. Laporte

April 24, 2012

(Signatures Continued)


BRIAN C. ROGERS, Director/Trustee

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE INDEX TRUST, INC.

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.

T. ROWE PRICE INTERNATIONAL FUNDS, INC.

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.

T. ROWE PRICE INTERNATIONAL SERIES, INC.

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE REAL ASSETS FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.

BRIAN C. ROGERS, Director/Trustee and President

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.

BRIAN C. ROGERS, Director/Trustee and Vice President

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.

T. ROWE PRICE RETIREMENT FUNDS, INC.

T. ROWE PRICE SPECTRUM FUND, INC.

T. ROWE PRICE VALUE FUND, INC.

   

/s/Brian C. Rogers

Brian C. Rogers

 

April 24, 2012

(Signatures Continued)


ATTEST:

/s/Patricia B. Lippert

Patricia B. Lippert, Secretary


T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.

T. ROWE PRICE INTERNATIONAL FUNDS, INC.

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.

T. ROWE PRICE INTERNATIONAL SERIES, INC.

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.

T. ROWE PRICE REAL ASSETS FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RETIREMENT FUNDS, INC.

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.

T. ROWE PRICE VALUE FUND, INC.

POWER OF ATTORNEY

 RESOLVED, that the Corporation does hereby constitute and authorize Edward C. Bernard, Margery K. Neale and David Oestreicher, and each of them individually, their true and lawful attorneys and agents to take any and all action and execute any and all instruments which said attorneys and agents may deem necessary or advisable to enable the Corporation/Trust to comply with the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, and any rules, regulations, orders or other requirements of the United States Securities and Exchange Commission thereunder, in connection with the registration under the Securities Act of 1933, as amended, of shares of the Corporation/Trust, to be offered by the Corporation/Trust, and the registration of the Corporation/Trust under the Investment Company Act of 1940, as amended,


including specifically, but without limitation of the foregoing, power and authority to sign the name of the Corporation/Trust on its behalf, and to sign the names of each of such directors/trustees and officers on his behalf as such director/trustee or officer to any (i) Registration Statement on Form N-1A or N-14 of the Corporation/Trust filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended; (ii) Registration Statement on Form N-1A or N-14 of the Corporation/Trust under the Investment Company Act of 1940, as amended; (iii) amendment or supplement (including, but not limited to, Post-Effective Amendments adding additional series or classes of the Corporation/ Trust) to said Registration Statement; and (iv) instruments or documents filed or to be filed as a part of or in connection with such Registration Statement, including Articles Supplementary, Articles of Amendment, and other instruments with respect to the Articles of Incorporation or Master Trust Agreement of the Corporation/Trust.

 IN WITNESS WHEREOF, the above named Corporations/Trusts have caused these presents to be signed and the same attested by its Secretary, each thereunto duly authorized by its Board of Directors/Trustees, and each of the undersigned has hereunto set his hand and seal as of the day set opposite his name.

   

/s/Robert J. Gerrard, Jr.

Robert J. Gerrard, Jr.

Director/Trustee

May 2, 2012

/s/Cecilia E. Rouse

Cecilia E. Rouse

Director/Trustee

May 2, 2012

ATTEST:

/s/Patricia B. Lippert

Patricia B. Lippert, Secretary


EX-99.P CODE ETH 11 codeofethics-20124.htm Untitled Document

Effective June 3, 2013

 

CODE OF ETHICS AND CONDUCT

 

T. ROWE PRICE GROUP, INC.

AND ITS AFFILIATES


T. ROWE PRICE GROUP, INC.

STATEMENT OF POLICY

ON

SECURITIES TRANSACTIONS

BACKGROUND INFORMATION.

Legal Requirement. In accordance with the requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Insider Trading and Securities Fraud Enforcement Act of 1988, and the various United Kingdom and other jurisdictions’ laws and regulations, Price Group and the mutual funds (“Price Funds”) which its affiliates manage have adopted this Statement of Policy on Securities Transactions (“Statement”).

Price Advisers’ Fiduciary Position. As investment advisers, the Price Advisers are in a fiduciary position which requires them to act with an eye only to the benefit of their clients, avoiding those situations which might place, or appear to place, the interests of the Price Advisers or their officers, directors and employees in conflict with the interests of clients.

Purpose of Statement. The Statement was developed to help guide Price Group’s employees and independent directors and the independent directors of the Price Funds and the T. Rowe Price Savings Bank (“Savings Bank”) in the conduct of their personal investments and to:

· eliminate the possibility of a transaction occurring that the SEC or other regulatory bodies would view as illegal, such as Front Running (see definition below);

· avoid situations where it might appear that Price Group or the Price Funds or any of their officers, directors, employees, or other personnel had personally benefited at the expense of a client or fund shareholder or taken inappropriate advantage of their fiduciary positions; and

· prevent, as well as detect, the misuse of material, non-public information.

Those subject to the Code, including the independent directors of Price Group, the Price Funds and the Savings Bank, are urged to consider the reasons for the adoption of this Statement. Price Group’s and the Price Funds’ reputations could be adversely affected as the result of even a single transaction considered questionable in light of the fiduciary duties of the Price Advisers and the independent directors of the Price Funds.

Front Running. Front Running is illegal. It is generally defined as the purchase or sale of a security by an officer, director or employee of an investment adviser or mutual fund in anticipation of and prior to the adviser effecting similar transactions for its clients in order to take advantage of or avoid changes in market prices effected by client transactions.

QUESTIONS ABOUT THE STATEMENT. You are urged to seek the advice of the Chief Compliance Officer of TRPA, the Chairperson of the Ethics Committee (U.S.-based personnel), the TRP International Compliance Team (International personnel), or Code Compliance in Baltimore


(all locations) when you have questions as to the application of this Statement to individual circumstances.

EXCESSIVE TRADING AND MARKET TIMING OF MUTUAL FUND SHARES. The issue of excessive trading and market timing by mutual fund shareholders is a serious one and is not unique to T. Rowe Price. Employees may not engage in trading of shares of a Price Fund that is inconsistent with the prospectus of that Fund.

Excessive or short-term trading in fund shares may disrupt management of a fund and raise its costs. The Board of Directors/Trustees of the Price Funds have adopted a policy to deter excessive and short-term trading (the “Policy”), which applies to persons trading directly with T. Rowe Price and indirectly through intermediaries. Under this Policy, T. Rowe Price may bar excessive and short-term traders from purchasing shares.

This Policy is set forth in each Fund’s prospectus, which governs all trading activity in the Fund regardless of whether you are holding T. Rowe Price Fund shares as a retail investor or through your T. Rowe Price U.S. Retirement Program account.

Although the Fund may issue a warning letter regarding excessive trading or market timing, any trade activity in violation of the Policy will also be reviewed by the Chief Compliance Officer, who will refer instances to the Ethics Committee as he or she feels appropriate. The Ethics Committee, based on its review, may take disciplinary action, including suspension of trading privileges, forfeiture of profits or the amount of losses avoided, and termination of employment, as it deems appropriate.

Employees are also expected to abide by trading restrictions imposed by other funds as described in their prospectuses. If you violate the trading restrictions of a non-Price Fund, the Ethics Committee may impose the same penalties available for violation of the Price Funds excessive trading Policy.

PERSONS SUBJECT TO STATEMENT. The provisions of this Statement apply as described below to the following persons and entities. Each person and entity (except the independent directors of Price Group and the Savings Bank) is classified as either an Access Person or a Non-Access Person as described below. The provisions of this Statement may also apply to an Access Person’s or Non-Access Person’s spouse, minor children, and certain other relatives, as further described on page 5-5 of this Statement. All Access Persons except the independent directors of the Price Funds are subject to all provisions of this Statement except certain restrictions on purchases in initial public offerings that apply only to Investment Personnel. The independent directors of the Price Funds are not subject to prior transaction clearance requirements and are subject to modified reporting as described on p. 5-20. Non-Access Persons are subject to the general principles of the Statement and its reporting requirements, but are only required to receive prior transaction clearance for transactions in Price Group stock. The persons and entities covered by this Statement are:

Price Group. Price Group, each of its subsidiaries and affiliates, and their retirement plans.

Employee Partnerships. Partnerships such as Pratt Street Ventures.


Personnel. Each officer, inside director and employee of Price Group and its subsidiaries and affiliates, including T. Rowe Price Investment Services, Inc., the principal underwriter of the Price Funds.

Certain Temporary Workers. These workers include:

· All temporary workers hired on the Price Group payroll (“TRP Temporaries”);

· All agency temporaries whose assignments at Price Group exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period;

· All independent or agency-provided consultants whose assignments exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period and whose work is closely related to the ongoing work of Price Group’s employees (versus project work that stands apart from ongoing work); and

· Any contingent worker whose assignment is more than casual in nature or who will be exposed to the kinds of information and situations that would create conflicts on matters covered in the Code.

Retired Employees. Retired employees of Price Group who receive investment research information from one or more of the Price Advisers will be subject to this Statement.

Independent Directors of Price Group, the Savings Bank and the Price Funds. The independent directors of Price Group include those directors of Price Group who are neither officers nor employees of Price Group or any of its subsidiaries or affiliates. The independent directors of the Savings Bank include those directors of the Savings Bank who are neither officers nor employees of Price Group or any of its subsidiaries or affiliates. The independent directors of the Price Funds include those directors of the Price Funds who are not deemed to be “interested persons” of Price Group.

Although subject to the general principles of this Statement, including the definition of “beneficial ownership,” independent directors are subject only to modified reporting requirements. See pp. 5-20 to 5-23. The trades of the independent directors of the Price Funds are not subject to prior transaction clearance requirements. The trades of the independent directors of Price Group and of the Savings Bank are not subject to prior transaction clearance requirements except for transactions in Price Group stock.

ACCESS PERSONS. Certain persons and entities are classified as “Access Persons” under the Code. The term “Access Person” means:

· the Price Advisers;

· any officer or director of any of the Price Advisers or the Price Funds (except the independent directors of the Price Funds are not subject to prior transaction clearance and have modified reporting requirements, as described below);

· any person associated with any of the Price Advisers or the Price Funds who, in connection with his or her regular functions or duties, makes, participates in, or obtains or


has access to non-public information regarding the purchase or sale of securities by a Price Fund or other advisory client, or to non-public information regarding any securities holdings of any client of a Price Adviser, including the Price Funds, or whose functions relate to the making of any recommendations with respect to the purchases or sales; or

·  any person in a control relationship to any of the Price Advisers or a Price Fund who obtains or has access to information concerning recommendations made to a Price Fund or other advisory client with regard to the purchase or sale of securities by the Price Fund or advisory client.

All Access Persons are notified of their status under the Code. Although a person can be an Access Person of one or more Price Advisers and one or more of the Price Funds, the independent directors of the Price Funds are only Access Persons of the applicable Price Funds; they are not Access Persons of any of the Price Advisers.

Investment Personnel. An Access Person is further identified as “Investment Personnel” if, in connection with his or her regular functions or duties, he or she “makes or participates in making recommendations regarding the purchase or sale of securities” by a Price Fund or other advisory client.

The term “Investment Personnel” includes, but is not limited to:

· those employees who are authorized to make investment decisions or to recommend securities transactions on behalf of the firm’s clients (investment counselors and members of the mutual fund advisory committees);

· research and credit analysts; and

· traders who assist in the investment process.

All Investment Personnel are deemed Access Persons under the Code. All Investment Personnel are notified of their status under the Code. Investment Personnel are generally prohibited from investing in initial public offerings. See p. 5-14.

NON-ACCESS PERSONS. Persons who do not fall within the definition of Access Persons are deemed “Non-Access Persons.” If a Non-Access Person is married to an Access Person, then the non-Access Person is deemed to be an Access Person under the beneficial ownership provisions

described below. However, the independent directors of Price Group and the Savings Bank are not included in this definition.

TRANSACTIONS SUBJECT TO STATEMENT. Except as provided below, the provisions of this Statement apply to transactions that fall under either one of the following two conditions:

First, you are a “beneficial owner” of the security under the Rule 16a-1 of the Exchange Act, defined as follows; or

Second, if you control or direct securities trading for another person or entity, those trades are subject to this Statement even if you are not a beneficial owner of the securities. For example, if you have an exercisable trading authorization (e.g., a power of attorney to direct transactions in another


person’s account) of an unrelated person’s or entity’s brokerage account, or are directing another person’s or entity’s trades, those transactions will usually be subject to this Statement to the same extent your personal trades would be as described below.

Definition of Beneficial Owner. A “beneficial owner” is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares in the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security.

A person has beneficial ownership in:

· securities held by members of the person’s immediate family sharing the same household, although the presumption of beneficial ownership may be rebutted;

· a person’s interest in securities held by a trust, which may include both trustees with investment control and, in some instances, trust beneficiaries;

· a person’s right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable;

· a general partner’s proportionate interest in the portfolio securities held by a general or limited partnership;

· certain performance-related fees other than an asset-based fee, received by any broker, dealer, bank, insurance company, investment company, investment adviser, investment manager, trustee or person or entity performing a similar function; and

· a person’s right to dividends that is separated or separable from the underlying securities. Otherwise, right to dividends alone shall not represent beneficial ownership in the securities.

A shareholder shall not be deemed to have beneficial ownership in the portfolio securities held by a corporation or similar entity in which the person owns securities if the shareholder is not a

controlling shareholder of the entity and does not have or share investment control over the entity’s portfolio.

Requests for Clarifications or Interpretations Regarding Beneficial Ownership or Control. If you have beneficial ownership of a security, any transaction involving that security is presumed to be subject to the relevant requirements of this Statement, unless you have no direct or indirect influence or control over the transaction. Such a situation may arise, for example, if you have delegated investment authority to an independent investment adviser or your spouse has an independent trading program in which you have no input. Similarly, if your spouse has investment control over, but no beneficial ownership in, an unrelated account, the Statement may not apply to those securities and you may wish to seek clarification or an interpretation.

If you are involved in an investment account for a family situation, trust, partnership, corporation, etc., which you feel should not be subject to the Statement’s relevant prior transaction clearance and/or reporting requirements, you should submit a written request for clarification or interpretation to either the Code Compliance Section (via the Legal Compliance Employee Trading mailbox) in Baltimore or the TRP International Compliance Team, as appropriate. Any such request for


clarification or interpretation should name the account, your interest in the account, the persons or firms responsible for its management, and the specific facts of the situation. Do not assume that the Statement is not applicable; you must receive a clarification or interpretation about the applicability of the Statement. Clarifications and interpretations are not self-executing; you must receive a response to a request for clarification or interpretation directly from the Code Compliance Section or the TRP International Compliance Team before proceeding with the transaction or other action covered by this Statement.

PRIOR TRANSACTION CLEARANCE REQUIREMENTS GENERALLY. As described, certain transactions require prior clearance before execution. Receiving prior transaction clearance does not relieve you from conducting your personal securities transactions in full compliance with the Code, including its prohibition on trading while in possession of material, inside information, and the 60-Day Rule, and with applicable law, including the prohibition on Front Running (see page 5-1 for definition of Front Running).

TRANSACTIONS IN STOCK OF PRICE GROUP. Because Price Group is a public company, ownership of its stock subjects its officers, inside and independent directors, employees and all others subject to the Code to special legal requirements under the United States securities laws. You are responsible for your own compliance with these requirements. In connection with these legal requirements, Price Group has adopted the following rules and procedures:

Independent Directors of Price Funds. The independent directors of the Price Funds are prohibited from owning the stock or other securities of Price Group.

Quarterly Earnings Report. Generally, all Access Persons and Non-Access Persons and the independent directors of Price Group and the Savings Bank must refrain from initiating transactions in Price Group stock in which they have a beneficial interest from the second trading day after quarter end (or such other date as management shall from time to time determine) through the day after the filing of the firm’s earnings release with the SEC on Form 10-Q or Form 8-K. You will be notified by the Management Committee from time to time as to the controlling dates

Prior Transaction Clearance of Price Group Stock Transactions Generally. Access Persons and Non-Access Persons and the independent directors of Price Group and the Savings Bank are required to obtain clearance prior to effecting any proposed transaction (including gifts and other transfers of beneficial ownership) involving shares of Price Group stock owned beneficially, including through the Employee Stock Purchase Plan (“ESPP”). A transfer of shares of Price Group stock into or from street name to or from a securities account and a transfer of shares of Price Group stock between securities firms or accounts, including accounts held at the same firm, do not have to receive prior clearance, but must be reported.

Prior Transaction Clearance Procedures for Price Group Stock. Requests for prior transaction clearance must be processed by using the online request form. This online form can be accessed through the TROW Employee Stock Transactions tool located on the TRP Exchange. The Payroll and Stock Transaction Group is responsible for processing and maintaining the records of all such requests. This includes not only market transactions, but also sales of stock purchased either through the ESPP or through a securities account if shares


of Price Group stock are transferred there from the ESPP. Purchases effected through the ESPP are automatically reported to the Payroll and Stock Transaction Group.

Prohibition Regarding Transactions in Price Group Options. Transactions in options (other than stock options granted to T. Rowe Price associates) on Price Group stock are not permitted.

Prohibition Regarding Short Sales of Price Group Stock. Short sales of Price Group stock are not permitted.

Hedging Transactions in Price Group Stock. Entering into any contract or purchasing any instrument designed to hedge or offset any decrease in the market value of Price Group stock is not permitted, unless prior written approval is received from the Payroll and Stock Transaction Group and the Legal Department.

Applicability of 60-Day Rule to Price Group Stock Transactions. Transactions in Price Group stock are subject to the 60-Day Rule except for transactions effected through the ESPP, the exercise of employee stock options granted by Price Group and the subsequent sale of the derivative shares, and shares obtained through an established dividend reinvestment program. For a full description of the 60-Day Rule, please see page 5-27.

Only Price Group stock that has been held for at least 60 days may be gifted. You must receive prior clearance before gifting shares of Price Group stock.

Purchases of Price Group stock in the ESPP through payroll deduction are not considered in determining the applicability of the 60-Day Rule to market transactions in Price Group stock. See p. 5-28.

To avoid issues with the 60-Day Rule, shares may not be transferred out of or otherwise removed from the ESPP if the shares have been held for less than 60 days.

 
 

Access Persons and Non-Access Persons and the independent directors of Price Group and the Savings Bank must obtain prior transaction clearance of any transaction involving Price Group stock, (unless specifically exempted, such as transfers of form of ownership) from the Payroll and Stock Transaction Group.

Initial Disclosure of Holdings of Price Group Stock. Each new employee must report to the Payroll and Stock Transaction Group any shares of Price Group stock of which he or she has beneficial ownership no later than ten business days after his or her starting date.

Dividend Reinvestment Plans for Price Group Stock. Purchases of Price Group stock owned outside of the ESPP and effected through a dividend reinvestment plan need not receive prior transaction clearance. Reporting of transactions effected through that plan need only be made quarterly through statements provided to the Code Compliance Section or by the financial institution (e.g., broker/dealer) where the account is maintained, except in the case of


employees who are subject to Section 16 of the Exchange Act, who must report such transactions immediately.

Effectiveness of Prior Clearance. Prior transaction clearance of transactions in Price Group stock is effective for three United States business days from and including the date the clearance is granted, unless (i) advised to the contrary by the Payroll and Stock Transaction Group prior to the proposed transaction, or (ii) the person receiving the clearance comes into possession of material, non-public information concerning the firm. If the proposed transaction in Price Group stock is not executed within this time period, a new clearance must be obtained before the individual can execute the proposed transaction.

Reporting of Disposition of Proposed Transaction. You must use the form returned to you by the Payroll and Stock Transaction Group to notify it of the disposition (whether the proposed transaction was effected or not) of each transaction involving shares of Price Group stock owned directly. The notice must be returned within two business days of the trade’s execution or within five business days of the date of prior transaction clearance if the trade is not executed.

Insider Reporting and Liability. Under current SEC rules, certain officers, directors and 10% stockholders of a publicly traded company (“Insiders”) are subject to the requirements of Section 16. Insiders include the directors and certain executive officers of Price Group. The Payroll and Stock Transaction Group informs all those who are Insiders of their obligations under Section 16.

SEC Reporting. There are three reporting forms which Insiders are required to file with the SEC to report their purchase, sale and transfer transactions in, and holdings of, Price Group stock. Although the Payroll and Stock Transaction Group will provide assistance in complying with these requirements as an accommodation to Insiders, it remains the legal responsibility of each Insider to ensure that the applicable reports are filed in a timely manner.

· Form 3. The initial ownership report by an Insider is required to be filed on Form 3. This report must be filed within ten days after a person becomes an Insider (i.e., is elected as a director or appointed as an executive officer) to report all current holdings of Price Group stock. Following the election or appointment of an Insider, the Payroll and Stock Transaction Group will deliver to the Insider a Form 3 for appropriate signatures and will file the form electronically with the SEC.

· Form 4. Any change in the Insider’s ownership of Price Group stock must be reported on a Form 4 unless eligible for deferred reporting on year-end Form 5. The Form 4 must be filed electronically before the end of the second business day following the day on which a transaction resulting in a change in beneficial ownership has been executed. Following receipt of the Notice of Disposition of the proposed transaction, the Payroll and Stock Transaction Group will deliver to the Insider a Form 4, as applicable, for appropriate signatures and will file the form electronically with the SEC.


· Form 5. Any transaction or holding that is exempt from reporting on Form 4, such as small purchases of stock, gifts, etc. may be reported electronically on a deferred basis on Form 5 within 45 calendar days after the end of the calendar year in which the transaction occurred. No Form 5 is necessary if all transactions and holdings were previously reported on Form 4.

Liability for Short-Swing Profits. Under the United States securities laws, profit realized by certain officers, as well as directors and 10% stockholders of a company (including Price Group) as a result of a purchase and sale (or sale and purchase) of stock of the company within a period of less than six months must be returned to the firm or its designated payee upon request.

PRIOR TRANSACTION CLEARANCE REQUIREMENTS (OTHER THAN PRICE GROUP STOCK) FOR ACCESS PERSONS.

Access Persons other than the independent directors of the Price Funds must, unless otherwise provided for below, obtain prior transaction clearance before directly or indirectly initiating, recommending, or in any way participating in, the purchase or sale of a security in which the Access Person has, or by reason of such transaction may acquire, any beneficial interest or which he or she controls. This includes the writing of an option to purchase or sell a security and the acquisition of any shares in an Automatic Investment Plan through a non-systematic investment. Non-Access Persons are not required to obtain prior clearance before engaging in any securities transactions, except for transactions in Price Group stock.

 
 

Access Persons and Non-Access Persons and the independent directors of Price Group and the Savings Bank must obtain prior transaction clearance of any transaction involving Price Group stock, (unless specifically exempted, such as transfers of form of ownership) from the Payroll and Stock Transaction Group.

Where required, prior transaction clearance must be obtained regardless of whether the transaction is effected through TRP Brokerage (generally available only to U.S. residents) or through an unaffiliated broker/dealer or other entity. Please note that the prior clearance procedures do not check compliance with the 60-Day Rule (p. 5-27); you are responsible for ensuring your compliance with this rule.

The independent directors of the Price Funds are not required to receive prior transaction clearance in any case.


TRANSACTIONS (OTHER THAN IN PRICE GROUP STOCK) THAT DO NOT REQUIRE EITHER PRIOR TRANSACTION CLEARANCE OR REPORTING UNLESS THEY OCCUR IN A “REPORTABLE FUND.” The following transactions do not require either prior transaction clearance or reporting:

Mutual Funds and Variable Insurance Products. The purchase or redemption of shares of any open-end investment companies and variable insurance products, except that Access Persons must report transactions in Reportable Funds, as described below. (see p. 5-12).

Automatic Investment Plans. Transactions through a program in which regular periodic purchases or withdrawals are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan. An Access Person must report any securities owned as a result of transactions in an Automatic Investment Plan on his or her Annual Report. Any transaction that overrides the pre-set schedule or allocations of an automatic investment plan (a “non-systematic transaction”) must be reported by both Access Persons and Non-Access Persons and Access Persons must also receive prior transaction clearance for such a transaction if the transaction would otherwise require prior transaction clearance.

Donor-Advised Funds. Transactions within donor-advised funds, such as the T. Rowe Price Program for Charitable Giving, do not require prior clearance or reporting with the exception of the initial contribution into the Fund if made by donating (gifting) securities. The initial donation (gift) of securities would not require prior clearance, although it would require reporting (of the gift), unless the donation is Price Group stock; which would require prior clearance and reporting.

U.S. Government Obligations. Purchases or sales of direct obligations of the U.S. Government.

Certain Commodity Futures Contracts. Purchases or sales of commodity futures contracts for tangible goods (e.g., corn, soybeans, wheat) if the transaction is regulated solely by the United States Commodity Futures Trading Commission (“CFTC”). Futures contracts for financial instruments, however, must receive prior clearance and be reported.

Commercial Paper and Similar Instruments. Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements.

Certain Unit Investment Trusts. Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, if none of the underlying funds is a Reportable Fund.

Currency. Direct foreign currency transactions (spot and forward trades) in the Japanese Yen or British Pound, for example. However, securitized or financial


instruments used for currency exposure (e.g. ProShares Ultra Yen ETF), must receive prior clearance and be reported.

TRANSACTIONS (OTHER THAN PRICE GROUP STOCK) THAT DO NOT REQUIRE PRIOR TRANSACTION CLEARANCE BUT MUST BE REPORTED BY BOTH ACCESS PERSONS AND NON-ACCESS PERSONS. The following transactions do not require prior transaction clearance but must be reported:

  Exchange-Traded Funds (“ETFs”). Purchases or sales of the following ETFs only:

·  SPDR Dow Jones Industrial Average (“DIA”)

· SPDR S&P 500 ETF Trust (“SPY”)

·  PowerShares QQQ NASDAQ 100 (“QQQ”)

·  iShares MSCI EAFE Index Fund (“EFA”)

·  iShares Core S&P 500 Fund (“IVV”)

·  iShares Trust Russell 2000 (“IWM”)

·  iShares MSCI Emerging Market Index (“EEM”)

·  iShares Plc FTSE 100 (“GB/ISF”)

Transactions by Access Persons in all other ETFs must receive prior clearance and these transactions must be reported by both Access Persons and Non-Access Persons.

Unit Investment Trusts. Purchases or sales of shares in unit investment trusts registered under the Investment Company Act of 1940, unless the unit investment trust is an ETF, in which case it must comply with the specific restrictions on ETFs described immediately above.

  National Government Obligations (other than U.S.). Purchases or sales of direct

  obligations of national (non-U.S.) governments.

 Variable Rate Demand Notes. This financial instrument is an unsecured debt obligation of a corporate entity. These instruments generally pay a floating interest rate slightly above the prevailing money market rates and include check-writing capabilities. It is not a money market fund nor is it equivalent to a bank deposit or bank account therefore the instrument is not protected by the Securities Investor Protection Corporation or Federal Deposit Insurance Corporation.

Pro Rata Distributions. Purchases effected by the exercise of rights issued pro rata to all holders of a class of securities or the sale of rights so received.

Tender Offers. Purchases and sales of securities pursuant to a mandatory (e.g. the holder has no choice or elections regarding the offer) tender offer. Merger elections, however, that presents holders of acquired securities, with exchange options that typically include cash or securities of the acquiring company and/or a combination thereof, must be prior cleared.


Exercise of Stock Option of Corporate Employer by Spouse. Transactions involving the exercise by an Access Person’s spouse of a stock option issued by the corporation employing the spouse. However, a subsequent sale of the stock obtained by means of the exercise, including sales effected by a “cash-less” transactions, must receive prior transaction clearance.

Restricted Stock Plan Automatic Sales for Tax Purposes by Spouse. Transactions commonly called “net sales” whereby upon vesting of restricted shares, a portion of the shares are automatically sold in order to cover the tax obligation.

Inheritances. The acquisition of securities through inheritance.

Gifts. The giving of or receipt of a security as a gift. However a gift of or receipt of Price Group stock must be prior cleared.

Stock Splits, Reverse Stock Splits, and Similar Acquisitions and Dispositions. The mandatory acquisition of additional shares or the disposition of existing corporate holdings through stock splits, reverse stock splits, stock dividends, exercise of rights, exchange or conversion. Reporting of such transactions must be made within 30 days of the end of the quarter in which they occurred. Reporting is deemed to have been made if the acquisition or disposition is reported on a confirmation, statement or similar document sent to Code Compliance.

Spousal Employee-Sponsored Payroll Deduction Plans. Purchases, but not sales, by an Access Person’s spouse pursuant to an employee-sponsored payroll deduction plan (e.g., a 401(k) plan or employee stock purchase plan), provided the Code Compliance Section has been previously notified by the Access Person that the spouse will be participating in the payroll deduction plan. Reporting of such transactions must be made within 30 days of the end of the quarter in which they occurred. A sale or exchange of stock held in such a plan is subject to the prior transaction clearance requirements for Access Persons.

Partial Shares Sold . Partial shares held in an account that are sold when the account is transferred to another broker/dealer or to a new owner or partial shares sold automatically by the broker/dealer.

TRANSACTIONS (OTHER THAN PRICE GROUP STOCK) THAT DO NOT REQUIRE PRIOR TRANSACTION CLEARANCE BUT MUST BE REPORTED BY ACCESS PERSONS ONLY.

Reportable Funds. Access Persons must report the purchases and sales of shares of Reportable Funds. A Reportable Fund is any open-end investment company, including money market funds, for which any of the Price Advisers serves as an investment adviser. This includes not only the Price Funds, SICAVs, and any Price-advised investment products, but also any fund managed by any of the Price Advisers either through sub-advised relationships, including any fund holdings offered through


retirement plans (e.g., 401(k) plans), or as an investment option offered as part of a variable annuity. Code Compliance maintains a listing of sub-advised Reportable Funds under the Tools menu on the TRP Exchange.

Restrictions on Holding Price Funds Through Intermediaries. Many Reportable Funds are Price Funds. Access Persons are encouraged to buy, sell and maintain their holdings of Price Funds in an account or accounts on a T. Rowe Price platform, rather than through an intermediary where possible. For example, Access Persons are encouraged to trade shares in a Price Fund through T. Rowe Price Services, Inc., the transfer agent or through a TRP Brokerage account, rather than through a brokerage account maintained at an independent broker/dealer.

Access Persons are prohibited from purchasing a Price Fund through an intermediary if shares of that Price Fund are not currently held at that intermediary and if the purchase could have been effected through one of the T. Rowe Price transfer agents or in a TRP Brokerage account. If an Access Person currently holds Price Funds under such circumstances, he or she is prohibited from purchasing shares of any other Price Fund through that intermediary. Situations where Price Funds must be held through an intermediary (e.g., spouse of an Access Person has or is eligible to invest in Price Funds through the spouse’s 401(k) plan) do not violate this policy. Access Persons who violate this policy may be required to transfer the position held through the financial intermediary to an account maintained on a T. Rowe Price platform.

Access Persons must inform the Code Compliance Section about ownership of shares of Price Funds. Once this notification has been given, if the Price Fund is held on a T. Rowe Price platform or in a TRP Brokerage Account, the Access Person need not report these transactions directly. See p. 5-19.

In instances where Price Funds are held through an intermediary, transactions in shares of those Price Funds must be reported as described on p. 5-19.

Interests in Section 529 College Savings Plans. Access Persons must report the purchase and sale of interests in any Section 529 College Savings Plan.

Access Persons must inform the Code Compliance Section about ownership of interests in the Maryland College Investment Plan, the T. Rowe Price College Savings Plan and the University of Alaska College Savings Plan. For these specific plans only, once this notification has been given, an Access Person need not report transactions directly. See p. 5-19.

  Notification Requirements. Notification to the Code Compliance Section about a

  Reportable Fund or a Section 529 College Savings Plan should include:

· account ownership information, and

· account number

The independent directors of the Price Funds are subject to modified reporting requirements.


The Chief Compliance Officer or his or her designee reviews at a minimum the transaction reports for all securities required to be reported under the Advisers Act or the Investment Company Act for all employees, officers, and inside directors of Price Group and its affiliates and for the independent directors of the Price Funds.

TRANSACTIONS (OTHER THAN PRICE GROUP STOCK) THAT REQUIRE PRIOR TRANSACTION CLEARANCE BY ACCESS PERSONS. If the transaction or security is not listed above as not requiring prior transaction clearance, you should assume that it is subject to this requirement unless specifically informed otherwise by the Code Compliance Section or the TRP International Compliance Team. The only Access Persons not subject to the prior transaction clearance requirements are the independent directors of the Price Funds.

Among the transactions for which you must receive prior transaction clearance are:

· Non-systematic transactions in a security that is not exempt from prior transaction clearance;

· Closed-end fund transactions, including U.K., Canadian, and other non-U.S. investment trusts, and ETFs not specifically exempted from prior clearance (see p. 5-10); and

· Transactions in sector index funds that are closed-end or exchange-traded funds.

OTHER TRANSACTION REPORTING REQUIREMENTS. Any transaction that is subject to the prior transaction clearance requirements on behalf of an Access Person (except the independent directors of the Price Funds), including purchases in initial public offerings and private placement transactions, must be reported. Although Non-Access Persons are not required to receive prior transaction clearance for securities transactions (other than Price Group stock), they must report any transaction that would require prior transaction clearance by an Access Person. The independent directors of Price Group, the Price Funds and the Savings Bank are subject to modified reporting requirements.

PROCEDURES FOR OBTAINING PRIOR TRANSACTION CLEARANCE (OTHER THAN PRICE GROUP STOCK) FOR ACCESS PERSONS. Unless prior transaction clearance is not required as described above or the Chairperson of the Ethics Committee or his or her designee has otherwise determined that prior transaction clearance is not required, Access Persons, other than the independent directors of the Price Funds, must receive prior transaction clearance for all securities transactions.

Access Persons should follow the procedures set forth below before engaging in the transactions described. If an Access Person is not certain whether a proposed transaction is subject to the prior transaction clearance requirements, he or she should contact the Code Compliance Section before proceeding.


 Procedures For Obtaining Prior Transaction Clearance For Initial Public Offerings (“IPOs”):

Non-Investment Personnel. Access Persons who are not Investment Personnel (“Non-Investment Personnel”) may purchase securities that are the subject of an IPO only after receiving prior transaction clearance in writing from the Chairperson of the Ethics Committee or his or her designee (“Designee”). An IPO would include, for example, an offering of securities registered under the Securities Act of 1933 when the issuer of the securities, immediately before the registration, was not subject to certain reporting requirements of the Exchange Act. This requirement applies to all IPOs regardless of market.

In considering such a request for prior transaction clearance, the Chairperson or his or her Designee will determine whether the proposed transaction presents a conflict of interest with any of the firm’s clients or otherwise violates the Code. The Chairperson or his or her Designee will also consider whether:

1. The purchase is made through the Non-Investment Personnel’s regular broker;

2. The number of shares to be purchased is commensurate with the normal size and activity of the Non-Investment Personnel’s account; and

3. The transaction otherwise meets the requirements of the FINRA restrictions, as applicable, regarding the sale of a new issue to an account in which a “restricted person,” as defined in FINRA Rule 5130, has a beneficial interest.

In addition to receiving prior transaction clearance from the Chairperson of the Ethics Committee or his or her Designee, Non-Investment Personnel must also check with the Equity Trading Desk the day the offering is priced before purchasing in the IPO. If a client order has been received since the initial prior transaction approval was given, the prior transaction clearance will be withdrawn.

Non-Investment Personnel will not be permitted to purchase shares in an IPO if any of the firm’s clients are prohibited from doing so because of affiliated transaction restrictions. This prohibition will remain in effect until the firm’s clients have had the opportunity to purchase in the secondary market once the underwriting is completed -- commonly referred to as the aftermarket. The 60-Day Rule applies to transactions in securities purchased in an IPO.

Investment Personnel. Investment Personnel may not purchase securities in an IPO.

Non-Access Persons. Although Non-Access Persons are not required to receive prior transaction clearance before purchasing shares in an IPO, any Non-Access Person who is a registered representative or associated person of Investment Services is reminded that FINRA Rule 5130 may restrict his or her ability to buy shares in a new issue in any market.

Procedures For Obtaining Prior Transaction Clearance For Private Placements. Access Persons may not invest in a private placement of securities, including the purchase of limited


partnership interests, unless prior transaction clearance in writing has been obtained from the Chairperson of the Ethics Committee or his or her Designee.

A private placement is generally defined by the SEC as an offering that is exempt from registration under the Securities Act. Private placement investments generally require the investor to complete a written questionnaire or subscription agreement.

 Crowdfunding. Investments made through crowdfunding sites that serve to match entrepreneurs with investors, through which investors receive an equity stake in the business, are generally considered to be private placements and would require prior clearance. In contrast, providing funding through crowdfunding sites that serve to fund projects or philanthropic ventures are not considered private placements and therefore would not require prior clearance.

 If an Access Person has any questions about whether a transaction is, in fact, a private placement, he or she should contact the Chairperson of the Ethics Committee or his or her designee.

In considering a request for prior transaction clearance for a private placement, the Chairperson will determine whether the investment opportunity (private placement) should be reserved for the firm’s clients, and whether the opportunity is being offered to the Access Person by virtue of his or her position with the firm. The Chairperson will also secure, if appropriate, the approval of the proposed transaction from the chairperson of the applicable investment steering committee. These investments may also have special reporting requirements, as discussed under “Procedures for Reporting Transactions,” at p. 5-18.

Continuing Obligation. An Access Person who has received prior transaction clearance to invest and does invest in a private placement of securities and who, at a later date, anticipates participating in the firm’s investment decision process regarding the purchase or sale of securities of the issuer of that private placement on behalf of any client, must immediately disclose his or her prior investment in the private placement to the Chairperson of the Ethics Committee and to the chairperson of the appropriate investment steering committee.

Registered representatives of Investment Services are reminded that FINRA rules may restrict investment in a private placement in certain circumstances.

Procedures For Obtaining Prior Transaction Clearance For All Other Securities Transactions. Requests for prior transaction clearance by Access Persons for all other securities transactions requiring prior transaction clearance should generally be made via myTRPcompliance on the firm’s intranet. The myTRPcompliance system automatically sends any request for prior transaction approval that requires manual intervention to the Code Compliance team. If you cannot access myTRPcompliance, requests may be made by email to the Personal Trades mailbox. All requests must include the name of the security, a definitive security identifier (e.g., CUSIP, ticker, or Sedol), the number of shares or amount of bond involved, and the nature of the transaction, i.e., whether the transaction is a purchase, sale, short sale, or buy to cover. Responses to all requests will be made by myTRPcompliance or


the Code Compliance team, documenting the request and whether or not prior transaction clearance has been granted. The myTRPcompliance system maintains the record of all approval and denials, whether automatic or manual.

Requests will normally be processed on the same day; however, additional time may be required for prior transaction clearance for certain securities, including non-U.S. securities.

Effectiveness of Prior Transaction Clearance. Prior transaction clearance of a securities transaction is effective for three United States business days from and including the date the clearance is granted, regardless of the time of day when clearance is granted. If the proposed securities transaction is not executed within this time, a new clearance must be obtained. For example, if prior transaction clearance is granted at 2:00 pm Monday, the trade must be executed by Wednesday. In situations where it appears that the trade will not be executed within three business days even if the order is entered in that time period (e.g., certain transactions through Transfer Agents or spousal employee-sponsored payroll deduction plans), please notify the Code Compliance Section after prior clearance has been granted, but before entering the order with the executing agent.

Reminder. If you are an Access Person and become the beneficial owner of another's securities (e.g., by marriage to the owner of the securities) or begin to direct trading of another’s securities, then transactions in those securities also become subject to the prior transaction clearance requirements. You must also report acquisition of beneficial ownership or control of these securities within ten business days of your knowledge of their existence.

  

REASONS FOR DISALLOWING ANY REQUESTED TRANSACTION. Prior transaction clearance will usually not be granted if:

Pending Client Orders. Orders have been placed by any of the Price Advisers to purchase or sell the security unless certain size or volume parameters as described (on page 5-25) under “Large Issuer/Volume Transactions” are met.

Purchases and Sales Within Seven Calendar Days. The security has been purchased or sold by any client of a Price Adviser within seven calendar days immediately prior to the date of the proposed transaction, unless certain size or volume parameters as described (on page 5-25) under “Large Issuer/Volume Transactions” are met.

For example, if a client transaction occurs on Monday, prior transaction clearance is not generally granted to an Access Person to purchase or sell that security until Tuesday of the following week. Transactions in securities in pure as opposed to enhanced index funds are not considered for this purpose.

If all clients have eliminated their holdings in a particular security, the seven day restriction is not applicable to an Access Person’s transactions in that security.

Approved Company Rating Changes. A change in the rating of an approved company as reported in the firm’s Daily Research News has occurred within seven calendar days


immediately prior to the date of the proposed transaction. Accordingly, trading would not be permitted until the eighth calendar day.

Securities Subject to Internal Trading Restrictions. The security is limited or restricted by any of the Price Advisers as to purchase or sale by Access Persons.

Exchange-Traded Fund (ETF) Restrictions. Transaction requests in narrow, inverse (also known as short or inverse-leveraged) ETFs will be denied. Narrow, inverse ETFs include, but are not limited to, those focused on the commodities, currencies and specific market sectors. Short sale transaction requests of narrow, long ETFs will also be denied. A list of eligible to be approved for trading broad, inverse ETFs will be maintained on the Legal site on the Exchange.

Requests for Reconsideration of Prior Transaction Clearance Denials. If an Access Person has not been granted a requested prior transaction clearance, he or she may apply to the Chairperson of the Ethics Committee or his or her designee for reconsideration. Such a request must be in writing and must fully describe the basis upon which the reconsideration is being requested. As part of the reconsideration process, the Chairperson or his or her designee will determine if any client of any of the Price Advisers may be disadvantaged by the proposed transaction by the Access Person. The factors the Chairperson or his or her designee may consider in making this determination include:

· the size of the proposed transaction;

· the nature of the proposed transaction (i.e., buy or sell) and of any recent, current or pending client transactions;

· the trading volume of the security that is the subject of the proposed Access Person transaction;

· the existence of any current or pending order in the security for any client of a Price Adviser;

· the reason the Access Person wants to trade (e.g., to provide funds for the purchase of a home); and

· the number of times the Access Person has requested prior transaction clearance for the proposed trade and the amount of time elapsed between each prior transaction clearance request.

TRANSACTION CONFIRMATIONS AND PERIODIC ACCOUNT STATEMENTS. All Access Persons (except the independent directors of the Price Funds) and Non-Access Persons

must request broker-dealers, investment advisers, banks, or other financial institutions executing their transactions to send a duplicate confirmation or contract note with respect to each and every reportable transaction, including Price Group stock, and a copy of all periodic statements for all securities accounts in which the Access Person or Non-Access Person is considered to have beneficial ownership and/or control (see page 5-4 for a discussion of beneficial ownership and control concepts) to Compliance, Legal Department, T. Rowe Price, P.O. Box 17218, Baltimore, Maryland 21297-1218. T. Rowe Price has established relationships and processes with many broker-dealers for purposes of obtaining duplicate confirmations and contract notes as well as periodic statements. Certain broker-dealers require employee consent before sending such


confirmations, contract notes and statements to T. Rowe Price. In those cases, Code Compliance will contact the employee and obtain the required authorization.

The independent directors of Price Group, the Price Funds, and the Savings Bank are subject to modified reporting requirements described at pp. 5-20 to 5-23.

If transaction or statement information is provided in a language other than English, the employee should provide a translation into English of the documents.

NOTIFICATION OF SECURITIES ACCOUNTS. All persons (except the independent directors of the Price Funds) and all entities subject to this Statement must report their securities accounts upon joining the firm as well as report any new securities accounts opened while employed by the firm. myTRPcompliance (located on the Exchange) is the tool that must be used to report and maintain (open or close) accounts holding securities subject to this Statement of Policy.

The independent directors of Price Group, the Price Funds, and the Savings Bank are not subject to this requirement.

New Personnel Subject to the Code. A person subject to the Code must give written notice as directed above of any existing securities accounts maintained with any broker, dealer, investment adviser, bank or other financial institution within ten business days of association with the firm.

You do not have to report accounts at transfer agents or similar entities if the only securities in those accounts are variable insurance products or open-end mutual funds if these are the only types of securities that can be held or traded in the accounts. If other securities can be held or traded, the accounts must be reported. For example, if you have an account at a transfer agent that can only hold shares of a mutual fund, that account does not have to be reported. If, however, you have a brokerage account it must be reported even if the only securities currently held or traded in it are mutual funds.

Officers, Directors and Registered Representatives of Investment Services. FINRA requires each associated person of T. Rowe Price Investment Services, Inc. to:

· Obtain approval for a securities account from Investment Services (whether the registered person is based in the United States or internationally); the request for approval should be in writing, directed to the Code Compliance Section, and submitted before opening or placing the initial trade in the securities account; and

· If the securities account is with a broker/dealer, provide the broker/dealer with written notice of his or her association with Investment Services.

Annual Statement by Access Persons. Each Access Person, except an Access Person who is an independent director of the Price Funds, must also file with the firm a statement of his or her accounts as of year-end in January of the following year.


Reminder. If you become the beneficial owner of another’s securities (e.g., by marriage to the owner of the securities) or begin to direct trading of another’s securities, then the associated securities accounts become subject to the account reporting requirements.

PROCEDURES FOR REPORTING TRANSACTIONS. The following requirements apply both to Access Persons and Non-Access Persons except the independent directors of Price Group, the Price Funds and the Savings Bank, who are subject to modified reporting requirements:

Report Form. If the executing firm provides a confirmation, contract note or similar document directly to the firm, you do not need to make a further report. The date this document is received by the Code Compliance Section will be deemed the date the report is submitted for purposes of SEC compliance. The Code Compliance Section must receive the confirmation or similar document no later than 30 days after the end of the calendar quarter in which the transaction occurred. You must report all other transactions on the form designated “Employee’s Report of Securities Transactions,” which is available on the Code of Ethics link on the TRP Exchange.

What Information Is Required. Each transaction report must contain, at a minimum, the following information about each transaction involving a reportable security in which you had, or as a result of the transaction acquired, any direct or indirect beneficial ownership:

· the date of the transaction

· the title of the security

· the ticker symbol or CUSIP number, as applicable

· the interest rate and maturity date, as applicable

· the number of shares, as applicable

· the principal amount of each reportable security involved, as applicable.

· the nature of the transaction (i.e. purchase, sale or any other type of acquisition or disposition)

· the price of the security at which the transaction was effected

· the name of the broker, dealer or bank with or through which the transaction was effected; and

· the date you submit the report

When Reports are Due. You must report a securities transaction (other than a transaction in a Reportable Fund or Section 529 College Savings Plan [Access Persons only] or a spousal payroll deduction plan or a stock split or similar acquisition or disposition) within ten (10) business days after the trade date or within ten (10) business days after the date on which you first gain knowledge of the transaction (for example, a bequest) if this is later. A transaction in a Reportable Fund, a Section 529 College Savings Plan, a spousal payroll deduction plan or a stock split or similar acquisition or disposition must be reported within 30 days of the end of the quarter in which it occurred.

Access Person Reporting of Reportable Funds and Section 529 College Savings Plan Interests Held on a T. Rowe Price Platform or in a TRP Brokerage account. You are required to inform the Code Compliance Section about Reportable Funds and/or Section 529


College Savings Plan interests (i.e., the Maryland College Investment Plan, the T. Rowe Price College Savings Plan and the University of Alaska College Savings Plan) held on a T. Rowe Price Platform or in a TRP Brokerage account. See p. 5-12. Once you have done this, you do not have to report any transactions in those securities; your transactions and holdings will be updated and reported automatically to Code Compliance on a monthly basis. You should send an email to the Access Persons Legal Compliance mailbox when you first purchase shares in a Reportable Fund or invest in Section 529 College Savings Plan Interests held on a T. Rowe Price Platform or in a TRP Brokerage account providing the account number and Reportable Fund name, if applicable, and the account registration to inform the Code Compliance Section of new holdings.

Access Person Reporting of Reportable Funds and Section 529 College Savings Plan Interests NOT Held on a T. Rowe Price Platform or in a TRP Brokerage Account.

You must notify the Code Compliance Section of any Reportable Fund or Section 529 College Savings Plan interests that you beneficially own or control that are held at any intermediary, including any broker/dealer other than TRP’s Brokerage Division. This would include, for example, a Price Fund held in your spouse’s retirement plan, even if T. Rowe Price Retirement Plan Services, Inc. acts as the administrator or recordkeeper of that plan. Any transaction in a Reportable Fund or in interests in a Section 529 College Savings Plan must be reported by duplicate account information sent directly by the intermediary to the Code Compliance Section or by the Access Person directly on the “T. Rowe Price Employees Report of Securities Transactions” form within 30 days of the end of the quarter in which the transaction occurred.

Reporting Certain Private Placement Transactions. If your investment requires periodic capital calls (e.g., in a limited partnership) you must report each capital call within ten business days. This is the case even if you are an Access Person and you received prior transaction clearance for a total cumulative investment. In addition, you must report any distributions you receive in the form of securities.

Reminder. If you become the beneficial owner of another’s securities (e.g., by marriage to the owner of the securities) or begin to direct trading of another’s securities, the transactions in these securities become subject to the transaction reporting requirements.

REPORTING REQUIREMENTS FOR THE INDEPENDENT DIRECTORS OF THE PRICE FUNDS.

Transactions in Publicly Traded Securities. An independent director of the Price Funds must report transactions in publicly-traded securities where the independent director controls or directs such transactions. These reporting requirements apply to transactions the independent director effects for his or her own beneficial ownership as well as the beneficial ownership of others, such as a spouse or other family member. An independent director does not have to report securities transactions in accounts over which the independent director has no direct or indirect influence such as an account over which the independent director has granted full investment discretion to a financial adviser. The independent director should contact the Legal Department to request approval to exempt any such accounts from this reporting requirement.


Transactions in Non-Publicly Traded Securities. An independent director does not have to report transactions in securities which are not traded on an exchange (i.e., non-publicly traded securities), unless the independent director knew, or in the ordinary  course of fulfilling his or her official duties as a Price Funds independent director, should have known that during the 15-day period immediately before or after the independent director’s transaction in such non-publicly traded security, a Price Adviser purchased, sold or considered purchasing or selling such security for a Price Fund or Price advisory client.

Methods of Reporting. An independent director has the option to satisfy his or her obligation to report transactions in securities via a Quarterly Report or by arranging for the executing brokers of such transactions to provide duplicate transaction confirmations directly to the Code Compliance Section.

Quarterly Reports. If a Price Fund independent director elects to report his or her transactions quarterly: (1) a report for each securities transaction must be filed with the Code Compliance Section no later than thirty (30) days after the end of the calendar quarter in which the transaction was effected; and (2) a report must be filed for each quarter, regardless of whether there have been any reportable transactions. The Code Compliance Section will send to each independent director of the Price Funds who chooses to report transactions on a quarterly basis a reminder letter and reporting form approximately ten days before the end of each calendar quarter.

Duplicate Confirmation Reporting. An independent director of the Price Funds may also instruct his or her broker to send duplicate transaction information (confirmations) directly to the Code Compliance Section. An independent director who chooses to have his or her broker send duplicate account information to the Code Compliance Section in lieu of directly reporting broker-executed transactions must nevertheless provide Quarterly Reports for any securities transactions for which a broker confirmation is not generated.

Among the types of transactions that are commonly not reported through a broker confirmation and may therefore have to be reported directly to T. Rowe Price are: 

· Exercise of Stock Options of a Corporate Employer;

· Inheritance of a Security;

· Gift of a Security; and

· Transactions in Certain Commodities Futures Contracts (e.g., financial indices).

An independent director of the Price Funds must include any transactions listed above, as applicable, in his or her Quarterly Reports if not otherwise contained in a duplicate broker confirmation. The Code Compliance Section will send to each independent director of the Price Funds who chooses to report transactions through broker confirmations a reminder letter and reporting form approximately


ten days before the end of each calendar quarter so that transactions not reported by broker confirmations can be reported on the reporting form.

Reporting of Officership, Directorship, General Partnership or Other Managerial Positions Apart from the Price Funds. An independent director of the Price Funds shall report to the Code Compliance Section any officership, directorship, general partnership or other managerial position which he or she holds with any public, private, or governmental issuer other than the Price Funds.

Reporting of Significant Ownership.

Issuers (Other than Non-Public Investment Partnerships, Pools or Funds). If an independent director of the Price Funds owns more than 1/2 of 1% of the total outstanding shares of a public or private issuer (other than a non-public investment partnership, pool or fund), he or she must immediately report this ownership in writing to the Code Compliance Section, providing the name of the issuer and the total number of the issuer’s shares beneficially owned.

Non-Public Investment Partnerships, Pools or Funds. If an independent director of the Price Funds owns more than ½ of 1% of the total outstanding shares or units of a non-public investment partnership, pool or fund over which the independent director exercises control or influence, the independent director must report such ownership in writing to the Code Compliance Section. For non-public investment partnerships, pools or funds where the independent director does not exercise control or influence , the independent director need not report such ownership to the Code Compliance Section unless and until such ownership exceeds 4% of the total outstanding shares or units of the entity.

Investments in Price Group. An independent director of the Price Funds is prohibited from owning the common stock or other securities of Price Group.

Investments in Non-Listed Securities Firms. An independent director of the Price Funds may not purchase or sell the shares of a broker/dealer, underwriter or federally registered investment adviser unless that entity is traded on an exchange or the purchase or sale has otherwise been approved by the Price Fund Boards.

Dealing with Clients. Aside from market transactions effected through securities exchanges, an independent director of the Price Funds may not, directly or indirectly, sell to or purchase any security from a client. This prohibition does not preclude the purchase or redemption of shares of any open-end mutual fund that is a client of any of the Price Advisers.


REPORTING REQUIREMENTS FOR THE INDEPENDENT DIRECTORS OF PRICE GROUP.

Reporting of Personal Securities Transactions. An independent director of Price Group is not required to report his or her personal securities transactions (other than transactions in Price Group stock) as long as the independent director does not obtain information about the Price Advisers’ investment research, recommendations, or transactions. However, each independent director of Price Group is reminded that changes to certain information reported by the respective independent director in the Annual Questionnaire for Independent Directors are required to be reported to Corporate Records in Baltimore (e.g., changes in holdings of stock of financial institutions or financial institution holding companies).

Reporting of Officership, Directorship, General Partnership or Other Managerial Positions Apart from Price Group. An independent director of Price Group shall report to the Code Compliance Section any officership, directorship, general partnership or other managerial position which he or she holds with any public, private, or governmental issuer other than Price Group.

Reporting of Significant Ownership.

Issuers (Other than Non-Public Investment Partnerships, Pools or Funds). If an independent director of Price Group owns more than ½ of 1% of the total outstanding shares of a public or private issuer (other than a non-public investment partnership, pool or fund), he or she must report this ownership in writing to the Code Compliance Section, providing the name of the issuer and the total number of the issuer’s shares beneficially owned.

Non-Public Investment Partnerships, Pools or Funds. If an independent director of Price Group owns more than ½ of 1% of the total outstanding shares or units of a non-public investment partnership, pool or fund over which the independent director exercises control or influence, the independent director must report such ownership in writing to the Code Compliance Section. For non-public investment partnerships, pools or funds where the independent director does not exercise control or influence , the independent director need not report such ownership to the Code Compliance Section unless and until such ownership exceeds 4% of the total outstanding shares or units of the entity.

TRANSACTION REPORTING REQUIREMENTS FOR THE INDEPENDENT DIRECTORS OF THE SAVINGS BANK. The independent directors of the Savings Bank are not required to report their personal securities transactions (other than transactions in Price Group stock) as long as they do not obtain information about the Price Advisers’ investment research, recommendations, or transactions, other than information obtained because the Savings Bank is a client of one or more of the Price Advisers. In addition, the independent directors of the Savings Bank may be required to report other personal securities transactions and/or holdings as specifically requested from time to time by the Savings Bank in accordance with regulatory or examination requirements.


MISCELLANEOUS RULES REGARDING PERSONAL SECURITIES TRANSACTIONS. These rules vary in their applicability depending upon whether you are an Access Person.

The following rules apply to all Access Persons, except the independent directors of the Price Funds, and to all Non-Access Persons:

Dealing with Clients. Access Persons and Non-Access Persons may not, directly or indirectly, sell to or purchase from a client any security. Market transactions are not subject to this restriction. This prohibition does not preclude the purchase or redemption of shares of any open-end mutual fund that is a client of any of the Price Advisers and does not apply to transactions in a spousal employer-sponsored payroll deduction plan or spousal employer-sponsored stock option plan.

Investment Clubs. These restrictions vary depending upon the person’s status, as follows:

Non-Access Persons. A Non-Access Person may form or participate in a stock or investment club without prior clearance from the Chairperson of the Ethics Committee (U.S.–based personnel) or the TRP International Compliance Team (international personnel). Only transactions in Price Group stock are subject to prior transaction clearance. Club transactions must be reported just as the Non-Access Person's individual trades are reported.

Access Persons. An Access Person may not form or participate in a stock or investment club unless prior written clearance has been obtained from the Chairperson of the Ethics Committee (U.S.-based personnel) or the TRP International Compliance Team (international personnel). Generally, transactions by such a stock or investment club in which an Access Person has beneficial ownership or control are subject to the same prior transaction clearance and reporting requirements applicable to an individual Access Person’s trades. If, however, the Access Person has beneficial ownership solely by virtue of his or her spouse’s participation in the club and has no investment control or input into decisions regarding the club’s securities transactions, the Chairperson of the Ethics Committee or the TRP International Compliance Team may, as appropriate as part of the prior clearance process, require the prior transaction clearance of Price Group stock transactions only.

Margin Accounts. While margin accounts are discouraged, you may open and maintain margin accounts for the purchase of securities provided such accounts are with firms with which you maintain a regular securities account relationship.

Trading Activity. You are discouraged from engaging in a pattern of securities transactions that either:

· is so excessively frequent as to potentially impact your ability to carry out your assigned responsibilities, or

· involves securities positions that are disproportionate to your net assets.


At the discretion of the Chairperson of the Ethics Committee, written notification of excessive trading may be sent to you and/or the appropriate supervisor if ten or more reportable trades occur in your account(s) in a month, or if circumstances otherwise warrant this action.

The following rules apply only to Access Persons other than the independent directors of the Price Funds:

Large Issuer/Volume Transactions. Although subject to prior transaction clearance, transactions involving securities of certain large issuers or of issuers with high trading volumes, within the parameters set by the Ethics Committee (the “Large Issuer/Volume List”), will be permitted under normal circumstances, as follows:

Transactions involving no more than U.S. $50,000 (all amounts are in U.S. dollars) or the nearest round lot (even if the amount of the transaction marginally exceeds $50,000) per security per seven (7) calendar day period in securities of:

· issuers with market capitalizations of $5 billion or more, or 

· U.S. issuers with an average daily trading volume in excess of 500,000 shares over the preceding 90 trading days in the U.S.

are usually permitted, unless the rating on the security has been changed within the seven calendar days immediately prior to the date of the proposed transaction.

These parameters are subject to change by the Ethics Committee. An Access Person should be aware that if prior transaction clearance is granted for a specific number of shares lower than the number requested, he or she may not be able to receive permission to buy or sell additional shares of the issuer for the next seven calendar days.

If you believe one or both of these criteria should be applied to a non-U.S. issuer, you should contact the Code Compliance Section or the TRP International Compliance Team, as appropriate. When contacted, the TRP International Compliance Team will coordinate the process with the Code Compliance Section.

Transactions Involving Options on Large Issuer/Volume List Securities. Access Persons may not purchase uncovered put options or sell uncovered call options unless otherwise permitted under the “Options and Futures” discussion that follows. Otherwise, in the case of options on an individual security on the Large Issuer/Volume List (if it has not had a rating change), an Access Person may trade the greater of five contracts or sufficient option contracts to control $50,000 in the underlying security; thus an Access Person may trade five contracts even if this permits the Access Person to control more than $50,000 in the underlying security. Similarly, the Access Person may trade more than five contracts as long as the number of contracts does not permit him or her to control more than $50,000 in the underlying security.

 

Transactions Involving Exchange-Traded Index Options. Generally, an Access Person may trade the greater of five contracts or sufficient contracts to control $50,000 in the underlying securities; thus an Access Person may trade five contracts even if this permits the Access


Person to control more than $50,000 in the underlying securities. Similarly, the Access Person may trade more than five contracts as long as the number of contracts does not permit him or her to control more than $50,000 in the underlying securities. These parameters are subject to change by the Ethics Committee.

Please note that an option on a Unit Investment Trust is not an exchange-traded index option and does not fall under this provision. See the discussion under General Information on Options and Futures below.

Client Limit Orders. Although subject to prior transaction clearance, an Access Person’s proposed trade in a security is usually permitted even if a limit order has been entered for a client for the same security, if:

· The Access Person’s trade will be entered as a market order; and

· The client’s limit order is 10% or more away from the market at the time the Access Person requests prior transaction clearance.

 

Japanese New Issues. All Access Persons are prohibited from purchasing a security which is the subject of an IPO in Japan.

General Information on Options and Futures (Other than Exchange-Traded Index Options). If a transaction in the underlying instrument does not require prior transaction clearance (e.g., National Government Obligations, Unit Investment Trusts), then an options or futures transaction on the underlying instrument does not require prior transaction clearance. However, all options and futures transactions, except the commodity futures transactions described on page 5-10, must be reported even if a transaction in the underlying instrument would not have to be reported (e.g., U.S. Government Obligations). Transactions in publicly traded options on Price Group stock are not permitted. See p. 5-6. Please consult the specific discussion on Exchange–Traded Index Options for transactions in those securities. Please note that Contracts for Difference are treated under this Statement in the same manner as call options, and, as a result, are subject to the 60-Day Rule.

 
 

Before engaging in options and futures transactions, Access Persons should understand the impact that the 60-Day Rule and intervening client transactions may have upon their ability to close out a position with a profit (see page 5-27).

Options and Futures on Securities and Indices Not Held by Clients of the Price Advisers. There are no specific restrictions with respect to the purchase, sale or writing of put or call options or any other option or futures activity, such as multiple writings, spreads and straddles, on a security (and options or futures on such security) or index that is not held by any of the Price Advisers’ clients.

Options on Securities Held by Clients of the Price Advisers. With respect to options on securities of companies which are held by any of Price Advisers’ clients, it is the firm’s policy that an Access Person should not profit from a price decline of a security owned by a client (other than a “pure” Index account). Therefore, an Access Person


may: (i) purchase call options and sell covered call options and (ii) purchase covered put options and sell put options. An Access Person may not purchase uncovered put options or sell uncovered call options, even if the issuer of the underlying securities is included on the Large Issuer/Volume List, unless purchased in connection with other options on the same security as part of a straddle, combination or spread strategy which is designed to result in a profit to the Access Person if the underlying security rises in or does not change in value. The purchase, sale and exercise of options are subject to the same restrictions as those set forth with respect to securities, i.e., the option should be treated as if it were the common stock itself.

Other Options and Futures Held by Clients of the Price Advisers. Any other option or futures transaction with respect to domestic or foreign securities held by any of the Price Advisers’ clients will receive prior transaction clearance if appropriate after due consideration is given, based on the particular facts presented, as to whether the proposed transaction or series of transactions might appear to or actually create a conflict with the interests of any of the Price Advisers’ clients. Such transactions include transactions in futures and options on futures involving financial instruments regulated solely by the CFTC.

Closing or Exercising Option Positions. A transaction initiated by an Access Person to exercise an option or to close an option transaction must also receive prior transaction clearance. If an intervening client transaction in the underlying security has occurred since the position was opened, the Access Person may not receive prior clearance to initiate a transaction to exercise the option or to close out the position, as applicable. The sale of an option by an Access Person must receive prior clearance, which also covers the exercise of that option against the Access Person, if one occurs.

Short Sales. Short sales by Access Persons are subject to prior clearance unless the security itself does not otherwise require prior clearance. In addition, Access Persons may not sell any security short which is owned by any client of one of the Price Advisers unless a transaction in that security would not require prior clearance. Short sales of Price Group stock are not permitted. All short sales are subject to the 60-Day Rule described below.

The 60-Day Rule. Access Persons are prohibited from profiting from the purchase and sale or sale and purchase (e.g., short sales and certain option transactions) of the same (or equivalent) securities within 60 calendar days. An “equivalent” security means any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege at a price related to the subject security, or similar securities with a value derived from the value of the subject security. Thus, for example, the rule prohibits options transactions on or short sales of a security that may result in a gain within 60 days of the purchase of the underlying security. Any series of transactions made which violate (or are counter to) the spirit of the 60-Day Rule, such as the establishment of a long position and subsequent establishment of a short position (or vice versa), in the same (or equivalent) security, may be deemed a violation by the Ethics Committee. This prohibition is not intended to include legitimate hedging transactions. If you have questions about whether a contemplated transaction would violate the 60-Day Rule or the spirit of the Rule, you should seek an interpretation from the Code Compliance Section prior to initiating the transaction.


In addition, the rule applies regardless of the Access Person’s other holdings of the same security or whether the Access Person has split his or her holdings into tax lots. For example, if an Access Person buys 100 shares of XYZ stock on March 1 and another 100 shares of XYZ stock on November 27, he or she may not sell any shares of XYZ stock at a profit for 60 days following November 27.

Similarly, an Access Person must own the underlying security for more than 60 days before entering into any options transaction on that security.

The 60-Day Rule “clock” restarts each time the Access Person trades in that security.

The closing of a position in an option or Contract for Difference on any security other than an index will result in a 60-Day Rule violation if the position was opened within the 60-day window and the closing transaction results in a gain. Multiple positions will not be netted to determine an overall gain or loss in options on the same underlying security expiring on the same day unless the offsetting option positions were clearly part of an options strategy. Contact the Legal_Compliance_Employee_Trading mailbox regarding the applicability of the contemplated strategy with the 60-Day Rule.

The 60-Day Rule does not apply to:

· any transaction by a Non-Access Person other than transactions in Price Group stock not excluded below;

· any transaction which because of its nature or the nature of the security involved does not require prior transaction clearance (e.g., if an Access Person inherits a security, a transaction that did not require prior transaction clearance, then he or she may sell the security inherited at a profit within 60 calendar days of its acquisition; other examples include the purchase or sale of a unit investment trust, the purchase or sale of the specific ETF securities that are exempted from prior clearance, the exercise of a corporate stock option by an Access Person’s spouse, or pro-rata distributions; see pp. 5-9 through 5-12);

· the purchase and sale or sale and purchase of exchange-traded index options;

· any transaction in Price Group stock effected through the ESPP (note that the 60-Day Rule does apply to shares transferred out of the ESPP to a securities account; generally, however, an employee remaining in the ESPP may not transfer shares held less than 60 days out of the ESPP);

· the exercise of “company-granted” Price Group stock options or receipt of Price Group shares through Company-based awards and the subsequent sale of the derivative shares; and

· any purchase of Price Group stock through an established dividend reinvestment plan.

Prior transaction clearance procedures do not check compliance with the 60-Day Rule when considering a trading request. Access Persons are responsible for checking their compliance with this rule before entering a trade. If you have any questions about


whether this Rule will be triggered by a proposed transaction, you should contact the Code Compliance Section or the TRP International Compliance Team before requesting prior transaction clearance for the proposed trade.

Access Persons may request in writing an interpretation from the Chairperson of the Ethics Committee that the 60-Day Rule should not apply to a specific transaction or transactions.

 Expanded Holding Period Requirement for Employees in Japan. Securities owned by staff  employed by the Tokyo branch of T. Rowe Price International Ltd. may be  subject to a longer holding period than 60 days. If you have any questions about this  restriction, you should contact the TRP International Compliance Team.

Investments in Non-Listed Securities Firms. Access Persons may not purchase or sell the shares of a broker/dealer, underwriter or federally registered investment adviser unless that entity is traded on an exchange or listed as a NASDAQ stock or prior transaction clearance is given under the private placement procedures (see p. 5-15).

REPORTING OF ONE – HALF OF ONE PERCENT OWNERSHIP. If an employee owns more than ½ of 1% of the total outstanding shares of a public or private company, he or she must immediately report this in writing to the Code Compliance Section (via the Code of Ethics mailbox), providing the name of the company and the total number of such company’s shares beneficially owned.

GAMBLING RELATED TO THE SECURITIES MARKETS. All persons subject to the Code are prohibited from wagering, betting or gambling related to individual securities, securities indices, currency spreads, or other similar financial indices or instruments. This prohibition applies to wagers placed through casinos, betting parlors or internet gambling sites and is applicable regardless of where the activity is initiated (e.g., home or firm computer or telephone). This specific prohibition does not restrict the purchase or sale of securities through a securities account reporting to the Code Compliance Section even if these transactions are effected with a speculative investment objective.

INITIAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS BY ACCESS PERSONS. Upon commencement of employment, appointment or promotion (no later than 10 calendar days after the starting date), each Access Person, except an independent director of the Price Funds, is required by United States securities laws to disclose all current securities holdings in which he or she is considered to have beneficial ownership or control (“Initial Holdings Report”) (see page 5-5 for definition of the term Beneficial Owner) and provide or reconfirm the information regarding all of his or her securities accounts. Access Persons should use myTRPcompliance, located on the Exchange, to disclose and certify their Initial Holdings Report.

SEC rules require that each Securities Holding Report contain, at a minimum, the following information:

·  securities title

·  securities type


·  exchange ticker number or CUSIP number, as applicable

·  number of shares or principal amount of each reportable securities in which the Access Person has any direct or indirect beneficial ownership

·  the name of any broker, dealer or both with which the Access Person maintains an account in which any securities are held for the Access Person’s direct or indirect benefit; and

·  the date the Access Person submits the Securities Holding Report.

The information provided must be current as of a date no more than 45 days prior to the date the person becomes an Access Person.

ANNUAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS BY ACCESS PERSONS. Each Access Person, except an independent director of the Price Funds, is also required to file an Annual Holdings Report as of December 31 of each year. This report can be completed by using myTRPcompliance located on the Exchange. This report is due by no later than January 31. The Chief Compliance Officer or his or her designee reviews all Annual Holdings Reports.

ADDITIONAL DISCLOSURE OF OPEN-END INVESTMENT COMPANY HOLDINGS BY INVESTMENT PERSONNEL. If a person has been designated “Investment Personnel,” he or she must report with the Initial and Annual Holdings Report a listing of shares of all open-end investment companies (except money market funds), whether registered under the Investment Company Act or sold in jurisdictions outside the United States, that the Investment Personnel either beneficially owns or controls. If an Access Person becomes Investment Personnel, he or she must file a supplement to his or her existing Holdings Report within thirty days of the date of this designation change, listing all shares of open-end investment companies (except money market funds) that he or she beneficially owns or controls. Previously disclosed ownership of Reportable Funds does not have to be reported again in this disclosure.

CONFIDENTIALITY OF RECORDS. Price Group makes every effort to protect the privacy of all persons and entities in connection with their Securities Holdings Reports, Reports of Securities Transactions, Reports of Securities Accounts, and Personal Securities Reports.

SANCTIONS. Strict compliance with the provisions of this Statement is considered a basic provision of employment or other association with Price Group and the Price Funds. The Ethics Committee, the Code Compliance Section, and the TRP International Compliance Team are primarily responsible for administering this Statement. In fulfilling this function, the Ethics Committee will institute such procedures as it deems reasonably necessary to monitor each person’s and entity’s compliance with this Statement and to otherwise prevent and detect violations.

Violations by Access Persons, Non-Access Persons and Independent Directors of Price Group or the Savings Bank. Upon discovering a material violation of this Statement by any person or entity other than an independent director of a Price Fund, the Ethics Committee will impose such sanctions as it deems appropriate and as are approved by the Management Committee or the Board of Directors including, inter alia, a letter of censure or suspension, a fine, a suspension of trading privileges or termination of employment and/or officership of the


violator. In addition, the violator may be required to forfeit to Price Group, or to the party or parties it may designate, any profit realized from any transaction that is in violation of this Statement. All material violations of this Statement shall be reported to the Board of Directors of Price Group and to the Board of Directors of any Price Fund with respect to whose securities such violations may have been involved.

Following are sanctions guidelines associated with multiple violations of this Statement. These guidelines are supplemental to the forfeiture of profit associated with certain violations where an associate economically benefited. Code Compliance will utilize a rolling two-year, look-back period in the administration of the sanctions guidelines. Violations incurred prior to the effective date of these new guidelines will not be considered.

 1st Violation: Notification of violation. Manager provided with summary of violation.

 2nd Violation: Notification of fine: VP* and above and all Investment Personnel - $250. Below VP level - $75. Manager provided with summary of violation.

 3rd Violation: Notification of fine: VP* and above and all Investment Personnel - $500. Below VP level - $150. 3-Month trading prohibition (sales only permissible). Manager, Business Unit Leader and CEO notified.

 4th Violation: Notification of fine: VP* and above and all Investment Personnel - $1,000. Below VP level - $300. Minimum 6-Month trading prohibition (sales only permissible). Manager, Business Unit Leader and CEO notified.

 5th Violation: Chief Compliance Officer/Ethics Committee-imposed sanction. Manager, Business Unit Leader and CEO notified.

 * Vice President of T. Rowe Price Group or any subsidiary

Violations by Independent Directors of Price Funds. Upon discovering a material violation of this Statement by an independent director of a Price Fund, the Ethics Committee shall report such violation to the Board on which the director serves. The Price Fund Board will impose such sanctions as it deems appropriate.


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