-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NiFfVZLZqXafziZGe8wNv8S+UDwHBF5n52KfrrN5USciV2Tv7m/yCIMc8TLvvZ2U 5Soi/K79bM0OHTBQQGwE5Q== 0000902259-10-000004.txt : 20100429 0000902259-10-000004.hdr.sgml : 20100429 20100429095838 ACCESSION NUMBER: 0000902259-10-000004 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 14 FILED AS OF DATE: 20100429 DATE AS OF CHANGE: 20100429 EFFECTIVENESS DATE: 20100501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Blue Chip Growth Fund, Inc. CENTRAL INDEX KEY: 0000902259 IRS NUMBER: 521827505 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-49581 FILM NUMBER: 10779139 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 BLUE CHIP GROWTH FUND INC DATE OF NAME CHANGE: 19930426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Blue Chip Growth Fund, Inc. CENTRAL INDEX KEY: 0000902259 IRS NUMBER: 521827505 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-07059 FILM NUMBER: 10779140 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 BLUE CHIP GROWTH FUND INC DATE OF NAME CHANGE: 19930426 0000902259 S000002069 T. Rowe Price Blue Chip Growth Fund, Inc. C000005424 T. Rowe Price Blue Chip Growth Fund, Inc. TRBCX C000005425 T. Rowe Price Blue Chip Growth Fund-Advisor Class PABGX C000005426 T. Rowe Price Blue Chip Growth Fund-R Class RRBGX 485BPOS 1 bcg22.htm
PAGE 1

Registration Nos. 033-49581/811-7059

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM N1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933/X/

<R>
PostEffective Amendment No. 22/X/
</R>

and/or

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

<R>
Amendment No. 23/X/
</R>

T. Rowe Price Blue Chip Growth Fund, Inc.

Exact Name of Registrant as Specified in Charter

100 East Pratt Street, Baltimore, Maryland 21202

Address of Principal Executive Offices

4103452000

Registrant`s Telephone Number, Including Area Code

David Oestreicher

100 East Pratt Street, Baltimore, Maryland 21202

Name and Address of Agent for Service

<R>
Approximate Date of Proposed Public Offering May 1, 2010
</R>

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

/ /Immediately upon filing pursuant to paragraph (b)

<R>
/X/On May 1, 2010 pursuant to paragraph (b)
</R>

/ /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 posteffective amendment designates a new effective date for a previously filed posteffective amendment.


Prospectus

<R>
May 1, 2010
</R>

T. Rowe Price

<R>
Blue Chip
Growth Fund (TRBCX)
</R>

A stock fund seeking long-term capital growth through investments in high-quality U.S. growth companies.

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


PAGE 3

Table of Contents

<R>
1

Summary



Blue Chip Growth Fund
1




2

Information About Accounts in T. Rowe Price Funds



Pricing Shares and Receivin g Sale Proceeds
6


Useful Information on Distributions and Taxes
11


Transaction Procedures and Special
Requirements
16


Account Maintenance and Small Account Fees
19




3

More About the Fund



Organization and Management
21


More Information About the Fund and Its Investment Risks
23


Investment Policies and Practices
25


Disclosure of Fund Portfolio Information
31


Financial Highlights
32




4

Investing With T. Rowe Price



Account Requirements and Transaction
Information
34


Opening a New Account
35


Purchasing Additional Shares
37


Exchanging and Redeeming Shares
38


Rights Reserved by the Funds
40


Information About Your Services
41


T. Rowe Price Brokerage
43


Investment Information
44


T. Rowe Price Privacy Policy
45
</R>

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


<R>
Summary
</R>

Investment Objective

The fund seeks to provide long-term capital growth. Income is a secondary objective.

<R>
Fees and Expenses
</R>

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

<R>
<R>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


$10a





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







Management fee
0.61%

Distribution and service (12b-1) fees
0.00%

Other expenses
0.20%

Total annual fund operating expenses
0.81%

</R>

</R>

<R>
aNonretirement accounts with less than a $2,000 balance (with certain exceptions) may be subject to an annual $10 fee.
</R>

<R>
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 fun d 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:
</R>

<R>

1 year


3 years


5 years


10 years

$83
$259
$450
$1,002
</R>

<R>
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 60.0% of the average value of its portfolio.
</R>

<R>
Investments, Risks, and Performance
</R>

<R>
Principal Investment Strategies  The fund will normally invest at least 80% of its net assets in the common stocks of large and medium-sized blue chip growth companies. These are firms that, in our view, are well established in their industries and have the potential for above-average earnings growth. We focus on companies with leading market position, seasoned management, and strong financial fundamentals. Our investment approach reflects our belief that solid company fundamentals (with emphasis on strong growth in earnings per share or operating cash flow) combined with a positive industry outlook will ultimately reward investors with strong investment performance. Some of the companies we target will have good prospects for dividend growth.
</R>

<R>
In pursuing its investment objective, the fund has the discretion to deviate from its normal investment criteria, as previously described, and purchase securities that the fund`s management believes will provide an opportunity for substantial appreciation. These situations might arise when the fund`s management believes a security could increase in value for a variety of reasons, including an extraordinary corporate event, a new product introduction or innovation, a favorable competitive development, or a change in management.
</R>


PAGE 5

<R>
While most assets will be invested in U.S. common stocks, the fund may invest in other securities, including foreign stocks, and use futures and options in keeping with the fund`s objectives.
</R>

The fund may sell securities for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into more pro mising opportunities.

<R>
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:
</R>

<R>
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.
</R>

<R>
Risks of stock investing  Stocks generally fluctuate in value more than bonds and may decline significantly over short time periods. There is the chance that stock prices overall will decline because stock markets tend to move in cycles, with periods of rising prices and falling prices. The value of a stock in which the fund invests may decline due to general weakness in the stock market or because of factors that affect a company or a particular industry.
</R>

<R>
Investment style risk  Different investment styles tend to shift in and out of favor, depending on market conditions and investor sentiment. The fund`s growth approach to investing could cause it to underperform other stock funds that employ a different investment style. Growth stocks tend to be more volatile than value stocks and their prices usually fluctuate more dramatically than the overall stock market. A stock with growth characteristics can have sharp price declines due to decreases in current or expected earnings and may lack dividends that can help cushion its share price in a declining market.
</R>

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

<R>
Derivatives risk  To the extent the fund us es futures and options, it is exposed to additional volatility and potential losses.
</R>

<R>
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.
</R>

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

<R>
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 s hares through tax-deferred arrangements, such as a 401(k) account or individual retirement account (IRA).
</R>


<R>Average Annual Total Returns




Periods ended
December 31, 2009














1 year


5 years


10 years




Blue Chip Growth Fund




Returns before taxes
42.57%
1.45%
-0.38%

Returns after taxes on distributions
42.55
1.41
-0.50

Returns after taxes on distributions and sale of fund shares
27.70
1.24
-0.34

S&P 500 Index
26.46
0.42
-0.95

Lipper Large-Cap Growth Funds Index
38.50
1.01
-4.51

</R>

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

<R>
Management
</R>

<R>
Investment Adviser  T. Rowe Price Associates, Inc. (T. Rowe Price).
</R>

<R>
Portfolio Manager  Larry J. Puglia is Chairman of the fund`s Investment Advisory Committee. Mr. Puglia has been chairman of the committee since the fund`s inception in 1996 and he joined T. Rowe Price in 1990.
</R>

<R>
Purchase and Sale of Fund Shares
</R>

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

<R>
<R>

Type of Account


Minimum
initial purchase


Minimum subsequent
purchase




IRAs and retirement plan accounts, Uniform Gifts to Minors Act or Uniform Transfers to Minors Act (UGMA/UTMA) accounts, and Education Savings Accounts (ESAs)
$1,000
$50

All other accounts
2,5 00
100

</R>

</R>

<R>
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.
</R>


PAGE 7

<R>
Tax Information
</R>

<R>
Any dividends or capital gains are declared and paid annually, usually in December. Fund distributions may be taxed as ordinary income or capital gains, unless you invest through an IRA, 401(k) plan, or other tax-deferred account.
</R>

<R>
Payments to Broker-Dealers and Other Financial Intermediaries
</R>

<R>
If you purchase the fund through a broker-dealer or other financial intermediary, the fund and its related companies may pay the intermediary for the performance of administrative 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 Web site for more information on these payments.
</R>


Information About Accounts In T. Rowe Price

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 stock, bond, and money funds.

Pricing Shares and Receiving Sale Proceeds

How and When Shares Are Priced

<R>
The share price (also called "net asset value" or NAV) for all 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 NAV, 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 stocks and bonds. 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, the fund will make a good faith effort to assign a fair value to the security by taking into account 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 mutual funds are valued at the c losing NAV per share of the mutual fund on the day of valuation.
</R>

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 securities primarily traded in the Far East, for example, the most recent closing prices may be as much as 15 hours old at 4 p.m. ET. If a fund determines that developments between the close of a foreign market and 4 p.m. ET 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 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. The fund cannot predict how often it will use cl osing 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. Other mutual funds may adjust the prices of their securities by different amounts.

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 we receive your request in correct form by 4 p.m. ET, your transaction will be priced at that business day`s NAV. If we receive it after 4 p.m. ET, it will be priced at the next business day`s NAV.

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

<R>
Fund shares may be purchased through various third-party intermediaries including banks, brokers, and investment advise rs. Where authorized by a fund, orders will be priced at the NAV 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.
</R>

When authorized by the fund, certain financial institutions or retirement plans purchasing fund shares on behalf of customers or plan participants through Financial Institution Services or 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


PAGE 9

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 r etirement plan is responsible for any costs or losses incurred by the fund or T. Rowe Price if payment is delayed or not received.

<R>
Note: The time at which transactions and shares are priced and the time until which orders are accepted may b e changed in case of an emergency or if the New York Stock Exchange closes at a time other than 4 p.m. ET. 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 Web site, or other circumstances. Should this occur, your order must still be placed and accepted prior to the time the New York Stock Exchange closes to be priced at that business day`s NAV.
</R>

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 by 4 p.m. ET (on a business day) in correct form, proceeds are usually sent on the next business day. Proceeds can be sent to you by mail or to your bank account by Automated Clearing House (ACH) transfer or bank wire. ACH is an automated method of initiating payments from, and receiving payments in, your financial institution account. Proceeds sent by AC H transfer are usually credited the second business day after the sale. Proceeds sent by bank wire should be credited to your account the first business day after the sale.

<R>
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.
</R>

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), which reduces the proceeds from such redemptions by the amounts indicated:<R>

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 < font style="font-size:10.0pt;" face="Berkeley Book">or less

Emerging Europe & Mediterranean
2%
90 days or less

Emerging Markets 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

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
1%
90 days or less

< /td>
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 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

Total Equity Market Index
0.5%
90 days or less

U.S. Bond Index
0.5%
90 days or less

</R>


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

Computation of Holding Period

<R>
When an investor sells shares of a fund that assesses a redemption fee, T. Rowe Price will use the "first-in, first-out" (FIFO) method to determine the holding period f or 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.
</R>

<R>
Transactions Not Subject to Redemption Fees
</R>

<R>
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:
</R>

& lt;R>
1.Shares redeemed via an automated, systematic withdrawal plan;
</R>

<R>< div style="text-align:Left;margin-left:1.83333pc;margin-right:0.0pc;text-indent:1.0pc;width:100%">2.Shares redeemed through or used to establish certain rebalancing or asset allocation programs or fund-of-funds products, if approved in writing by T. Rowe Price;</R>

<R>
3.Shares purchased by the reinvestment of dividends or capital gain distributions;*
</R>

<R>
4.Shares converted from one share class to another share class of the same fund;*
</R>

<R>
5.Shares redeemed by a fund (e.g., for failure to meet account minimums or to cover various fees, such as fiduciary fees);
</R>

<R>
6.Shares purchased by rollover and changes of account registration within the same fund;*
</R>

<R>
7.Shares redeemed to return an excess contribution in an IRA account;
</R>

<R>
8.Shares of T. Rowe Price funds purchased by certain other T. Rowe Price funds or accounts managed by T. Rowe Price (please note that other shareholders of the T. Rowe Price fund are still subject to the policy);
</R>

<R>
9.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*
</R>

<R>
10.Shares redeemed in retirement plans or other products that restrict trading to no more frequently than once per quarter, if appr oved in writing by T. Rowe Price.
</R>

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


PAGE 11

<R>
Redemption Fees on Shares Held in Retirement Plans
</R>

<R>
If shares are held in a retirement plan, redemption fees will generally be assessed on shares redeemed by excha nge 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.
</R>

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 Pri ce 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 t o 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

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, that is, receiving income dividends and capital gain distributions on a rising number of shares.

Distributions not reinvested are paid by check or transmitted to your bank account v ia ACH. If the U.S. Post Office cannot deliver your check, or if your check remains uncashed for six months, the fund reserves the right to reinvest your distribution check in your account at the NAV on the day of the reinvestment and to reinvest all subsequent distributions in shares of the fund. Interest will not accrue on amounts represented by uncashed distribu tions or redemption checks.

The following table provides details on dividend payments:<R>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:
Declared and paid quarterly, if any, in March, June, September, and December.

Balanced
Must be a shareholder on the dividend record date.

Dividend Growth


Equity Income


Equity Index 500


Global Real Estate


Growth & Income


Personal Strategy Balanced


Personal Strategy Income


Real Estate


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.

Other stock funds
Declared and paid annually, if any, generally in December.


Must be a shareholder on the dividend record date.

</R>


Bond or money fund shares will earn dividends through the date of redemption. Shares redeemed on a Friday or prior to a holiday (other than wire redemptions for money funds received before noon ET) will continue to earn dividends until the next business day. Generally, if you redeem all of your bond or money fund shares at any time during the month, you will also receive all dividends earned through the date of redemption in the same check. When you redeem only a portion of your bond or money fund shares, all dividends accrued on those shares will be reinvested, or paid in cash, on the next dividend payment date.

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

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.

A capital gain or loss is the difference between the purchase and sale price of a security.

Tax Information

You will be sent information for your tax filing needs on a timely basis.

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

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

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

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The fund makes a distribution to your account.
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PAGE 13

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

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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.Exemption is not guaranteed, since the fund has the right under certain conditions to invest in nonexempt securities.A fund may invest in Build America Bonds authorized by the American Recovery and Reinvestment Act of 2009, as well as 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 creditswhich are also included in federal taxable incomecan generally be used to offset federal regular income tax and alternative minimum tax, but those tax credits are generally not refundable.Tax-exempt dividends paid to Soc ial 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 not exempt from alternative minimum tax (AMT), shareholders who are subject to the AMT must include income generated by those bonds in their AMT 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 AMT. The portion of a fund`s income dividend that should be included in your AMT calculation, if any, will be reported to you in January on Form 1099-INT.

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For individual shareholders, a portion of ordinary dividends representing "qualified dividend income" received by the < font style="font-size:10.0pt;" face="Berkeley Book" color="Black">fund may be subject to tax at the lower rate 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 12 1-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, d istributions 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 funds or the bond and money funds is expected to qualify for this deduction.

Taxes on Fund Redemptions

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

In January, if applicable, you will be sent Form 1099-B indicating the date and amount of each sale you made in the fund during the prior year. This information will also be reported to the IRS. For most new accounts or those opened by exchange in 1984 or later, we will provide you with the gain or loss on the shares you sold during the year based on the average cost single category method. This information is not reported to the IRS, and you do not have to use it. You may calculate the cost basis using other methods acceptable to the IRS, such as specific identification.

To help you maintain accurate records, we will send you a confirmation promptly following each transaction you make (except for systematic purchases and redemptions) and a year-end statemen t detailing all of your transactions in each fund account during the year.

Taxes on Fund Distributions

In January, if applicable, you will be sent a Form 1099-DIV, Form 1099-INT, or other IRS 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 IRS. 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 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.

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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. If you realized a loss on the sale or exchange of tax-free fund shares held six months or less, your capital loss is reduced by the tax-exempt div idends received on those 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 a return of c apital.
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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.
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Taxable distributions are subject to tax whether reinvested in additional shares or received in cash.
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If a fund invests in Build America Bonds, authorized by the American Recovery and Reinvestment Act of 2009, or other qualified tax credit bonds and elects t o 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 are generally not refundable. There is no assurance, however, that a fund will elect to pass through the income and credits.
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The following table provides additional details on distributions for certain funds:
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<R>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 gain.To the extent the fund makes such investments, the likelihood of a taxable distribution will be increased.

Inflation Protected Bond Fund

Inflation adjustments on Treasury inflation protected securities exceeding deflation adjustments for the year will be distributed to you 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.

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Tax Consequences of Hedging

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Enteri ng into certain options, futures, swaps, and forward foreign exchange contracts and transactions may result in the application of the mark-to-market and straddle provisions of the Internal Revenue Code. These provisions could result in a fund being required to distribute gains on such transactions even though it did not close the contracts during the year or receive cash to pay such distributions. The fund may not be able to reduce its distributions for losses on such transactions to the extent of unrealized gains in offsetting positions.
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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. Of course, a fund`s share price may, at any time, reflect undistributed capital gains or income and unrealized appreciation, which may result in future taxable distributions. Such distributions can occur even in a year when the fund has a negative return.

Transaction Procedures and Special Requirements

Following these procedures helps assure timely and accurate transactions.

Purchase Conditions

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Nonpayment  If you pay with a check or ACH transfer that does not clear or if your payment is not received in a timely manner, your purchase may be canceled. You will be responsible for any losses or expenses incurred by the fund or transfer agent, and the fund can redeem shares you own in this or another identically registered T. Rowe Price account as reimbursement. The fund and its agents have the right to reject or cancel any purchase, exchange, or redemption due to nonpayment.
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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 ACH transfer, the fund will process your redemption but will generally delay sending you the proceeds for up to 10 calendar days to allow the check or transfer to clear. If, during the clearing period, we receive a check drawn against < /font>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.)

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Telephone and Online Account Transactions  You may access your account and conduct transactions using the telephone or a computer. 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.
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Large Redemptions  Large redemptions can adversely affect a portfolio manager`s ability to implement a fund`s investment strategy by causing th e 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 securit ies 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

T. Rowe Price may bar excessive and short-term traders from purchasing shares.

Excessive or short-term trading in fund shares may disrupt management of a fund and raise its costs. Short-term traders in funds investing in foreign securities may seek to take advantage of an anticipated difference between the price of the fund`s shares and price movements in overseas markets (see Pricing Shares and Receiving Sale Proceeds  How and When Shares Are Priced). 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 policies to deter such activity. Persons trading directly with T. Rowe Price or indirectly through intermediaries in violation of these policies or persons believed to be short-term traders may be barred for a minimum of 90 calendar days or permanently from further purchases of T. Rowe Price funds. Purchase transactions placed by such persons are subject to rejection without notice.

All persons purchasing shares held directly with a T. Rowe Price fund, or through a retirement plan for which T. Rowe Price serves as recordkeeper, who make more than one purchase followed by one sale or one sale followed by one purchase involving the same fund within any 90-day calendar period will violate the policy.

All persons purchasing fund shares held through an intermediary, including a broker, bank, investment adviser, recordkeeper, insurance company, or other third party, and who hold the shares for less than 90 calendar days will violate the policy.

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A fund may, in its discretion, reject any purchase or exchange from a shareholder whose trading activity could dilute the value of the fund`s shares, including trading by shareholders acting collectively (e.g., following the advice of a newsletter). Such persons may be barred from further purchases of T. Rowe Price funds either permanently or for a minimum of 90 days.
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Omnibus A ccounts  Intermediaries often establish omnibus accounts in the T. Rowe Price funds for their customers. In such situations, T. Rowe Price cannot always monitor trading activity by un derlying shareholders. However, T. Rowe Price reviews trading activity at the omnibus account level and looks for activity that indicates potential excessive or shortterm trading. If it detects suspicious trading activity, T. Rowe Price contacts the intermediary to determine whether the excessive trading policy has been violated and may request and receive personal identifying information and transaction histories for some or all underlying shareholders (including plan participants) to make this determination. If T. Rowe Price believes that its excessive trading policy has been violated, it will instruct the intermediary to take action with respect to the underlying shareholder in accordance with the policy.
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<R>Retirement Plans  If shares are held in a retirement plan, generally the fund`s excessive trading policy only applies to shares purchased and redeemed by exchange. However, the policy may apply to transactions other than exchanges depending on how shares of the plan are held at T. Rowe Price or how the excessive trading policy is applied by your plan`s recordkeeper. To determine which of your transactions are subject to the fund`s excessive trading policy, you should contact T. Rowe Price or your plan recordkeeper.
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Exceptions to Policy  The following types of transactions are generally exempt from this policy: 1) trades solely in money funds (exchanges between a money fund and a nonmoney fund are not exempt); 2) systematic purchases and redemptions; and 3) checkwriting redemptions fro< font style="font-size:8.0pt;" face="MetaPlusLF-NormalRoman" color="Black">m bond and money funds.
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Transactions in certain rebalancing programs and asset allocation programs, or fund-of-funds products, may be exempt from the excessive trading policy subject to prior written approval by designated persons at T. Rowe Price. In addition, transactions by certain T. Rowe Price funds in other T. Rowe Price funds, as well as certain transactions by approved accounts managed by T. Rowe P rice, may also be exempt.

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T. Rowe Price may modify the 90-day policy set forth above (for example, in situations where a retirement plan or a third pa rty intermediary has restrictions on trading that differ from a T. Rowe Price fund`s policy). These modification s would be authorized only if the fund believes that the modified policy would provide protection to the fund that is reasonably equivalent to the fund`s regular policy. If you are trading your fund shares through an intermediary, you should consult with the intermediary to determine the excessive trading policy that applies to your trades in the fund.
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There is no guarantee that T. Rowe Price will be able to detect or prevent excessive or short-term trading.


PAGE 17

Keeping Your Account Open

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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 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 NAV after giving you 60 days to increase your balance. This could result in a taxable gain.
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Signature Guarantees

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

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

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

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

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

Establishing certain services after the account is opened.

You can obtain a signature guarantee from most banks, savings institutions, broker-dealers, and other guarantors accep table to T. Rowe Price. We cannot accept guarantees from notaries public or organizations that do not provide reimbursement in the case of fraud.

Account Maintenance and Small Account Fees

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Small Account Fee (all funds except Index Funds)  Because of the disproportionately high costs of servicing accounts with low balances, an annual $10 small account fee, paid to T. Rowe Price Services, the funds` transfer agent, will be deducted automatically from nonretirement accounts with balances falling below a minimum amount. The valuation of accounts and the deduction are expected to take place during the last five business days of September. The fee will be deducted from accounts with balances below $2,000, except for UGMA/UTMA accounts, for which the minimum is $500. The fee will be waived for any investor who se T. Rowe Price mutual fund accounts total $25,000 or more. These minimum amounts may be lowered for a particular year. Accounts employing automatic investing (e.g., payroll deduction, automatic purchase from a bank account, etc.) are also exempt from the charge. The fee does not apply to IRAs and other retirement plan accounts that utilize a prototype plan sponsored by T. Rowe Price, but a separate custodial or administrative fee may apply to such accounts.
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Account Maintenance Fee (Index Funds only)  An annual $10 account maintenance fee is charged on a quarterly basis ($2.50 per quarter) usually during the last week of a calendar quarter. On the day of the assessment, accounts with balances below $10,000 will be charged the fee. Please note that the fee will be charged to accounts that fall below $10,000 for any reason, including market fluctuations, redemptions, or exchanges. The fee will apply to IRA accounts. The fee does not apply to retirement plans directly registered with T. Rowe Price Services or accounts maintained by intermediaries through NSCC® Networking.
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More About the Fund

More About the Fund< /font> 3

OrgAnization and Management

How is the fund organized?

The fund was incorporated in Maryland in 1993 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.

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Shareholders benefit from T. Rowe Price`s 73 years of investment management experience.
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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/Trustees 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.

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
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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 an SEC-registered investment adviser that provides investment management services to individual and institutional investors, and sponsors and serves as adviser and subadviser to registered investment companies, institutional separate accounts, and common trust funds. The address for T. Rowe Price is 100 East Pratt Street, Baltimore, Maryland 21202. As of December 31, 2009, T. Rowe Price managed $391 billion for more than 11 million individual and institutional investor accounts.
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Portfolio Management

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T. Rowe Price has established an Investment Advisory Committee with respect to the fund. The committee members are: Larry J. Puglia, Chairman, P. Robert Bartolo, Peter J. Bates, Ryan Burgess, G. Mark Bussard, Richard de los Reyes, Shawn T. Driscoll, David J. Eiswert, Paul D. Greene, II, Thomas J. Huber, Jason Nogueira, Timothy E. Parker, Robert W. Sharps, and Taymour R. Tamaddon. 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. Mr. Puglia has been chairman of the committee since 1996. He joined T. Rowe Price in 1990 and his investment experience dates from 1989. He has served as a portfolio manager 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.
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PAGE 19

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, < /font>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.

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%
Thereafter

*Represents a blended group fee rate containing various breakpoints.

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The fund`s group fee is determined by applying the group fee rate to the fund`s average daily net assets. For the fund`s fiscal year ended December 31, 2009, the effective annual group fee rate was 0.30%. The individual fund fee, also applied to the fund`s average daily net assets, is 0.30% on assets up to $15 billion and 0.255% on assets above $15 billion.
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The expenses shown in the fee table in Section 1 are generally based on a fund`s prior fiscal year-end (December 31). 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.
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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 semiannual report to shareholders for the period ended June 30.
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Fund Operation s and Shareholder Services

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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 a lso 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 of Directors/Trustees, 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.
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MORE INFORMATION ABOUT THE FUND AND ITS INVESTMENT RISKS
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Consider your investment goals, your time horizon for achieving them, and your tolerance for risk. If you are willing to accept the risk of inves ting in established growth stocks in an effort to achieve long-term capital growth, the fund could be appropriate for you. This fund should not represent your complete investment program or be used for short-term trading purposes.

Equity investors should have a long-term investment horizon and be willing to wait out bear markets.

The market frequently rewards growth stocks with price increases when earnings expectations are met or exceeded. A successful implementation of our strategy could lead to long-term growth of capital. By investing in companies with proven track records, the fund should be less risky than one focusing on newer or smaller companies while still offering significant appreciation potential.


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A "blue chip" investment approach seeks to identify blue chip growth companiesthose with strong market franchises in industries that appear to be strategically poised for long-term growth. Our strategy reflects T. Rowe Pri ce`s belief that the combination of solid company fundamentals (with emphasis on the potential for above-average growth in earnings) and a positive outlook for the overall industry will ultimately result in a higher stock price. While the primary emphasis is on a company`s prospects for future growth, the fund will not purchase securities that, in T. Rowe Price`s opinion, are overvalued considering the underlying business fundamentals. In t he search for substantial capital appreciation, the fund looks for stocks attractively priced relative to their anticipated long-term value.
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The fund will generally take the following into consideration:

Market positions  Blue chip companies often have leading market positions that are expected to be maintained or enhanced over time. Strong positions, particularly in growing industries, can give a company pricing flexibility as well as the potential for good unit sales. These factors, in turn, can lead to higher earnings growth and greater share price appreciation.

Management  Seasoned management teams with a track record of providing superior financial results are important for a company`s long-term growth prospects. Our analysts will evaluate the depth and breadth of a company`s management experience.

Financial fundamentals  Companies should demonst rate faster earnings growth than their competitors and the market in general; high profit margins relative to competitors; strong cash flow; a healthy balance sheet with relatively low debt; and a high return on equity with a comparatively low dividend payout ratio.

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As with any mutual fund, there can be no guarantee the fund will achieve its objective. The fund`s share price may decline. Loss of money is a risk of investing in the fund.
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Well-established growth stocks can be volatile. Since growth companies usually invest a high portion of earnings in their own businesses, their stocks may lack the dividends that can help to cushion share prices in a down market. Since many investors buy these stocks for anticipated superior earnings growth, earnings disappointments often result in sharp price declines. Also, medium-sized companies may have greater volatility than larger ones.
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As with all equity funds, this fund`s share price can fall because of weakness in the broad market, a particular industry, or specific holdings. The market as a whole can decline for many reasons, including adverse political or economic developments here or abroad, changes in investor psychology, or heavy institutional selling. The prospects for an industry or company may deteriorate because of a variety of factors, including disappointing earnings or changes in the competitive environment. In addition, our assessment of companies held by the fund may prove incorrect, resulting in losses or poor performance even in a rising market. Finally, the fund`s investment approach could fall out of favor with the investing public, resulting in lagging performance versus other types of stock funds.
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Foreign stock holdings may lose value because of declining foreign currencies or adverse political or economic events overseas.
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The use of futures and options, if any, may subject the fund to additional volatility and potential losses. The use of derivatives involves risks different from, and possibly greater than, the risks associated with investing directly in the assets on which the derivatives are based. Derivatives can be highly volatile, illiquid, and difficult to value, and changes in the value of a derivative may not move in the direction anticipated by the portfolio manager. A fund could be exposed to significant losses if its counterparty becomes insolvent or if the fund is unable to close a derivatives position due to the lack of a liquid trading market. Derivatives in volve 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.
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T he Statement of Additional Information contains more detailed information about the fund and its investments, operations, and expenses.


PAGE 21

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. Shareholders will receive at least 60 days` prior notice of a change in the policy requiring the fund to normally invest at least 80% of its net assets in blue chip growth companies.

Fund holdings of certain kinds of investments cannot exceed maximum percentages of total assets, which are set forth in this prospectus. For instance, fund i nvestments 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.

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Certain investment restrictions, such as a required minimum or maximum investment in a particular type of security, are measured at the time the 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 the 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.
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Changes in fund holdings, fund performance, and the contribution of various investments are discussed in the shareholder reports sent to you.

Fund 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 se curities 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.

Fund investments are primarily in common stocks and, to a lesser degree, other types of securities as described below.

Common and Preferred Stocks

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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 stocks, 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. Such investments would be made primarily for their capital appreciation potential.
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Convertible Securities and Warrants

Investments may be made in debt or preferred equity securities convertible into, or exchangeable for, equity securities. Traditionally, convertible securities have paid dividends or interest at rates higher than common stocks but lower than nonconvertible securities. They generally participate in the appreciation or depreciation of the underlying stock into which they are convertible, but to a lesser degree than common stock. Some convertible securities combine higher or lower current income with options and other features. Warrants are options to buy, directly from th e 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.

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. Investing in foreign securities involves special risks that can increase the potential for losses. These include: exposure to potentially adverse local, political, 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 liquid ity 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 investments in emerging markets. The fund may purchase American Depositary Receipts (ADRs) and Global Depositary Receipts (GDRs), which are certificates evidencing ownership of shares of a foreign issuer. ADRs and GDRs trade on established markets and are alternatives to directly purchasing the underlying foreign securities in their local markets and currencies. Such investments are subject to many of the same risks associated with investing directly in foreign securities.

Operating policy  Fund investments in foreign securities are limited to 20% of total assets. Subject to the overall limit on fund investments in foreign securities, there is no limit on the amount of foreign investments that may be made in emerging markets.

Debt Instruments

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From time to time, the fund may invest in bonds and debt securities of any type, including municipal securities, without restrictions on quality or rating. Investments in a company also may be made through a privately negotiated note or loan, including loan assignments and participations. These investments will be made in companies, municipalities, or entities that meet fund investment criteria. Such investments may have a fixed, variable, or floating interest rate. The price of a bond < font style="font-size:10.0pt;" face="Berkeley Book" color="Black">or fixed rate debt security usually fluctuates with changes in interest rates, generally rising when interest rates fall and falling when interest rates rise. Investments involving below investment-grade issuers or borrowers can be more volatile and have greater risk of default than investment-grade bonds. Certain of these investments may be illiquid and holding a loan could expose the fund to the risks of being a direct lender.
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Operating policy   Fund investments in noninvestment-grade debt securities ("junk bonds") and loans are limited to 5% of total assets. Fund investments in convertible securities are not subject to this limit.

Futures and Options

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Futures, a type of potentially high-risk derivative, are often used to manage or hedge risk because they enable the inves< font style="font-size:10.0pt;" face="Berkeley Book" color="Black">tor 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 securities 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; and to serve as a cash management tool. Call or put options may be purchased or sold on securities, futures, and financial indices.
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Futures contracts and options may not always be successful hedges; their prices can be highly volatile; using them could lower fund total return; and the potential loss from the use of futures can exceed a fund`s initial investment in such contracts.


PAGE 23

Operating policies  Initial margin deposits on futures and premiums on options used for non-hedging purposes will not exceed 5% of 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.

Hybrid Instruments

These instruments (a type of potentially high-risk derivative) can combine the characteristics of securities, futures, and options. For example, the principal amount, redemption, or conversion terms of a security could be related to the market price of some commodity, currency, securities, or securities index. Such securities may or may not bear interest or pay dividends. Under certain conditions, the redemption value of a hybrid could be zero.

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.

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Investments in Other Investment Companies
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A fund may invest in other investment companies, including open-end funds, closed-end funds, and exchange-traded funds (ETFs).
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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.
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The risks of owning another investment company are generally similar to the risks of investing directly in the securities in which it invests. However, an investment company may not achieve its investment object ive or execute its investment strategy effectively, which may adversely affect the fund`s performance. In addition, because closed-end funds and ETFs trade on a secondary market, their shares may trade at a premium or discount to the actual net asset value of its portfolio securities and their potential lack of liquidity could result in greater volatility.
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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.
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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 benefi ts 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, 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.
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Illiquid Securities
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Some f und 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 Securities and Exchange Commission (SEC). Although certain of these securities may be readily sold, 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 will be held in reserves. Fund reserve positions can consist of: 1) shares of one or both of the T. Rowe Price internal money funds; 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 in the timing of new investments and can serve as a short-term defense during periods of unus ual market volatility. Non-U.S. dollar reserves are subject to currency risk.

Managing Foreign Currency Risk

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Investors in foreign securities may attempt to hedge their exposure to potentially unfavorable currency changes. The primary means of doing this is through the use of forwards,  which are contracts between two counterparties to exchange one currency for another on some future date at a specified exchange rate. However, futures, swaps, and options on foreign currencies may also be used. In certain circumstances, a different currency may be substituted for the currency in which the investment is denominated, a strategy known as proxy hedging. If a fund w ere to engage in any of these foreign currency transactions, it would be primarily to protect its foreign securities from adverse currency movements relative to the U.S. dollar. Such transactions involve, among other risks, the risk that anticipated currency movements will not occur, which could reduce fund total return. There are certain markets, including many emerging markets, where it is not possible to engage in effective foreign currency hedging.
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Borrowing Money and Transferring Assets

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A fund may borrow from banks and other T. Rowe Price funds for temporary emergency purposes to facilitate redemption requests, or for other purposes consistent with fund policies as set forth in this prospectus. Such borrowings may be collateralized with fund assets, subject to restrictions.
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Fundamental policy  Borrowings may not exceed 33 1/3% of total assets.

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Operating policy  A fund will not tra nsfer portfolio securities as collateral except as necessary in connection with permissible borrowings or investments, and then such transfers may not exceed 33 1/3% of total assets. A fund will not purchase additional securities when borrowings exceed 5% of total assets.
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Lending of Portfolio Securities
</R>

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 expected.

Fundamental policy  The value of loaned securities may not exceed 33 1/3% of total assets.

Portfolio Turnover

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Turnover is an indication of frequency of trading. A fund will not generally trade in securi ties 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. The fund`s portfolio turnover rates are shown in the Financial Highlights table.
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Disclosure of Fund Portfolio Information

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The fund`s portfolio holdings are disclosed on a regular basis in its semiannual and annual reports to shareholders, and on Form N-Q, which is filed with the SEC within 60 days of the fund`s first and third fiscal quarter-end. In addition, the fund discloses its calendar quarter-end portfolio holdings on troweprice.com 15 calendar days after each quarter. Under certain conditions, up to 5% of the 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 Web site for one year and the month-end money fund portfolio holdings will remain on the Web site for at least four months. The 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
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PAGE 25

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percentage of the fund`s total assets that these 10 holdings represent. Each monthly top 10 list will remain on the Web site for six months. A description of the fund`s policy and procedures with respect to the disclosure of portfolio information is in the Statement of Additional Information.
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Financial Highlights

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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 account or [if applicable] 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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<R>Financial Highlights




Year ended December 31




















2005*


2006*


2007*


2008*


2009*











Net asset value,beginning of period
$30.92
$32.68
$35.73
$40.23
$23.01

Income From Investment Operations






Net investment income
0.09
0.12
0.16
0.07
0.04

Net gains or losses on securities (both realized and unrealized)
1< /font>.75
3.06
4.49
(17.22)
9.76

Total from investment operations
1.84
3.18
4.65
(17.15)
9.80

Less Distributions






Dividends (from net investment income)
(0.08)
(0.13)
< /td>
(0.15)
(0.07)
(0.04)

Distributions (fromcapital gains)






Returns of capital






Total distributions
(0.08)
(0.13)
(0.15)
(0.07)
(0.04)

Net asset value,end of period
$32< font style="font-size:10.0pt;" face="Berkeley Book">.68
$35.73
$40.23
$23.01
$32.77

Total return
5.95%
9.73%
1 3.02%
(42.62)%
42.57< /font>%

Ratios/Supplemental Data






Net assets, end of period (in millions)
$ 7,943
$8,811
$11,296
$6,727
$9,461

Ratio of expenses to average net assets
0.85%
0.81%
0.77%
0.80%
0.81%

Ratio of net income to average net assets
0.28%
0.36%
0.42%
0.22%
0.15%

Portfolio turnover rate
43.9%
39.2%
31.5%
53.8%
60.0%

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*Per share amounts calculated using average shares outstanding method.
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PAGE 27

Investing With T. Rowe Price

Investing With T. Rowe Price 4

Account Requirements and Transaction Information

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

Tax Identification
Number

We must have your correct Social Security 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 IRS fine. If this information is not received within 60 days after your account is established, your account may be redeemed at the fund`s NAV on the redemption date.

Transaction Confirmations

We send immediate confirmations for most of your fund transactions, but some, such as systematic purchases, dividend reinvestments, and checkwriting redemptions for money funds, are reported on your account statement. Please review confirmations and statements as soon as you receive them and promptly report any discrepancies to Shareholder Services.

Employer-Sponsored Retirement Plans and Institutional Accounts

T. Rowe Price
Trust Company
1-800-492-7670

Transaction procedures in the following sections may not apply to employer-sponsored retirement plans and institutional accounts. For procedures regarding employer-sponsored re tirement 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, except for IRA rollover checks that are prop erly endorsed. In addition, T. Rowe Price does not accept purchases by credit card check, cash, or traveler`s checks.
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Opening a New Account

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$2,500 minimum initial investment; $1,000 for retirement plans or UGMA/UTMA accounts ($25,000 minimum initial investment for Summit Funds only)
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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.

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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 ac counts (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.
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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. Contact Investor Services for more information.
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Account Registration

If you own other T. Rowe Price funds, be sure to register any new account just like your existing accounts so you can exchange 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 will be returned), and send your check, together with the New Account Form, to the appropriate address below:

via U.S. Postal Service

T. Rowe Price Account Services
P.O. Box 17300
Baltimore, MD 21297-1300

via private carriers/overnight services

T. Rowe Price Account Services
Mailcode 17300
4515 Painters Mill Road
Owings Mills, MD 21117-4903

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

By Wire

Call Investor Services for an account number and wire transfer instructions.

In order to obtain an account number, you must supply the name, date of birth, Social Security 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: Investment will be made, but services may not be established and IRS 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, where you can choose the type of account you wish to open.

To open an ac count electronically, you must be a U.S. citizen residing in the U.S. or a resident alien and not subject to IRS 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 (EFT) to and from your bank account. To set up this banking service online, additional steps will be taken to verify your identity.

By Exchange

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Call Shareholder Services or use your computer (see Automated Services under Information About Your Services). The new account will have the same registration as the account from which you are exchanging. Services for the new account may be carried over by telephone requ est if they are preauthorized on the existing account. For limitations on exchanging, please see Transaction Procedures and Special RequirementsExcessive and Short-Term Trading.
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In Person

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


PAGE 29

Purchasing Additional Shares

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$100 minimum additional purchase ($1,000 for Summit Funds); $50 minimum for retir ement plans and UGMA/UTMA accounts; $50 minimum for Automatic Asset Builder ($100 for Summit Funds)
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By ACH Transfer

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Use your computer or call Shareholder Services if you have established electronic transfers using the ACH system.
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By Wire

Call Shareholder Services or access troweprice.com for wire transfer instructions.

By Mail

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

2. Mail the check to us at the following address with either a fund reinvestment slip or a note indicating the fund you want to buy and your fund account number. Please use the correct address to avoid a delay in processing your transaction.

3. 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

(For mail via private carriers and overnight services, see previous section.)

By Automatic
Asset Builder

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

Exchanging and Redeeming Shares

Exchange Service
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You can move money from one account to an existing, identically registered account or open a new identically registered account. Remember, exchanges are purchases and sales for tax purposes. (Exchanges into a state tax-free fund are limited to investors living in states where the fund is available.) For exchange policies, please see Transaction Procedures and Special Requirements  Excessive and Short-Term Trading.
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Redemptions

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Redemption proceeds can be mailed to your account address, sent by ACH transfer to your bank, or wired to your bank (provided your bank information is already on file). 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 (NSCC), may be rejected and, in such instances, the transaction must be placed by contacting a service representative.
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If you request to redeem a specific dollar amount, and the market value of your account is less than the amount of your request, we will redeem all shares from your account. 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.
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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.

By Phone

Call Shareholder Services

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If you find our phones busy during unusually volatile markets, please consider placing your order by your computer (if you have previously authorized these services) or express mail.
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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 the appropriate address below to avoid a delay in processing your transaction:

For nonretirement and IRA accounts:

via U.S. Postal Service

T. Rowe Price Account Services
P.O. Box 17302
Baltimore, MD 21297-1302

via private carriers/overnight services

T. Rowe Price Account Services
Mailcode 17302
4515 Painters Mill Road
Owings Mills, MD 21117-4903

For employer-sponsored retirement accounts:

via U.S. Postal Service

T. Rowe Price Trust Company
P.O. Box 17479
Baltimore, MD 21297-1479

via private carriers/overnight services

T. Rowe Price Trust Company
Mailcode 17479
4515 Painters Mill Road
Owings Mills, MD 21117-4903

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

Online

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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 redee m shares from their mutual fund accounts.
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Rights Reserved by the Funds

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T. Rowe Price funds and their agents, in their sole discretion, reserve the follow ing 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, or there is reason to believe a fraudulent transaction may occur; (7) to otherwise modify the conditions of purchase and any services at any time; (8) to waive any< /font> 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 your account at the net asset value calculated the day the account is redeemed, < /font>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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PAGE 31

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.

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Retirement Plans
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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 IRAs or our no-load variable annuity, call Investor Services. For information on all other retirement plans, please call our Trust Company at 18004927670.
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Investing for College Expenses

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

Education Savings Accounts (ESAs) (formerly known as Education IRA s)

Invest up to $2,000 a year per beneficiary depending on your annual income; account earnings are federal income tax-free when used for qualified expenses.

529 Plans

T. Rowe Price manages three 529 plans that are available directly to investors: the T. Rowe Price College Savings P lan (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

Tele*AccessSM
1-800-638-2587
24 hours, 7 days

Tele*AccessSM

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24-hour service via a toll-free number enables you to (1) access information on fund performance, prices, distributions, account balances, and your latest transaction; and (2) request checks, prospectuses, services forms, duplicate statements, and tax forms.
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Web Address
troweprice.com

Online Account Access

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You can sign up online to conduct account transactions through our Web site.
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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 Pers on

Buy, sell, or exchange shares by calling one of our service representatives or by visiting one of our investor center locations whose addresses are listed on the back cover.


Electronic Transfers

By ACH

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This free service allows you to move as little as $100 or as much as $250,000 between y our bank account and fund account using the ACH system. Enter instructions via your personal computer or call Shareholder Services.
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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, High Yield, International Bond, or U.S. Bond 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 which you and we must report to the IRS.

Automatic Investing

Automatic Asset Builder

You can instruct us to move $50 ($100 for Summit Funds) or more from your bank account, or you can instruct your employer to send all or a portion of your paycheck to the fund or funds you designate.

Automatic Exchange

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

T. Rowe Price Brokerage

To Open an Account
1-800-638-5660

For Existing
Brokerage Customers
1-800-225-7720

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

Automated Telephone and Computer Services

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

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.< /font>

Investment Information

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


PAGE 33

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, Bal timore, MD 21297-1630.

Shareholder Reports

Fund managers` annual and semiannual reviews of their strategies and performance.

The T. Rowe Price Report

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

Insights

Educational reports on investment strategies and financial markets.

Investment Guides

Asset Mix Worksheet, Diversifying Overseas: A T. Rowe Price Guide to International Investing, Managing Your Retirement Distribution, Retirement Readiness Guide, and Retirement Planning Kit.

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 yo ur 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. 0;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 Savings Bank; T. Rowe Price Trust Company; and the T. Rowe Price Funds.


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

 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

<R>
For performance, prices, or account information
</R>

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.


PAGE 35

 Investor Centers

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

Baltimore Area

Downtown

105 East Lombard Street

Owings Mills

Three Financial Center
4515 Painters Mill Road

Boston Area

386 Washington Street
Wellesley

Chicago Area

Northbrook

<R>
40 Skokie Boulevard
Suite 100
</R>

Oak Brook

1900 Spring Road
Suite 104

Colorado Springs

2260 Briargate Parkway

Florida Area

Boca Raton

Wachovia Plaza
925 S. Federal Highway
Suite 175

Tampa

4211 W. Boy Scout
Boulevard
8th Floor


Los Angeles Area

10100 Santa Monica
Boulevard
Suite 100
Century City

New Jersey Area

Short Hills

51 JFK Parkway
1st Floor West

Paramus

35 Plaza Office Center
East 81 Route 4 West

New York Area

1100 Franklin Avenue
Suite 101
Garden City

San Francisco Area

1990 N. California Boulevard
Suite 100
Walnut Creek

Washington, D.C. Area

Downtown

900 17th Street, N.W.
Farragut Square

Tysons Corner

1600 Tysons Boulevard
Suite 150
McLean, Virginia


PAGE 37

<R>
A Statement of Additional Information for the T. Rowe Price family of funds has been filed with the Securities and Exchange Commission and is incorporated by reference into this prospectus. Further information about fund investments, including a review of market conditions and the manager`s recent strategies and their impact on performance, is available in the annual and semiannual shareholder reports. To obtain free copies of any of these documents, or for shareholder inquiries, call
1-800-638-5660. These documents and updated performance information are available through
troweprice.com.
</R>

<R>
Fund information and Statements of Additional Information are also available from the Public Reference Room of the Securities and Exchange Commission. Infor-
mation on the operation of the Public Reference Room may be obtained by calling the SEC at 1-202-551-8090. 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.
</R>

T. Rowe Price Associates, Inc.

100 East Pratt Street

Baltimore, MD 21202

1940 Act File No. 811-7059

<R>
F93-040 5/1/10
</R>


Prospectus

May 1, 2010T. Rowe Price

<R>
Blue Chip Growth
FundAdvisor Class (PABGX)
</R>

A stock fund seeking long-term capital growth through investments in high-quality U.S. growth companies. This class of shares is sold only through financial i ntermediaries.

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


PAGE 39

Table of Contents

<R>
1

Summary



Blue Chip Growth FundAdvisor Class
1




2

Information About Accounts in T. Rowe Price Funds



Pricing Shares and Receiving Sale Proceeds
6


Useful Information on Distributions and Taxes
10


Transaction Procedures and Special
Requirements
14

Distribution, Shareholder Servicing, and
Recordkeeping Fees
16




3

More About the Fund



Organization and Management
18


More Information About the Fund and Its Investment Risks
20


Investment Policies and Practices
22


Disclosure of Fund Portfolio Information
28


Financial Highlights
29




4

Investing With T. Rowe Price



Account Requirements and Transaction
Information
31


Purchasing Additional Shares
33


Exchanging and Redeeming Shares
33


Rights Reserved by the Funds33


T. Rowe Price Privacy Policy
35
</R>

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


<R>
Summary
</R>

Investment Objective

The fund seeks to provide long-term capital growth. Income is a secondary objective.

<R>
Fees and Expenses
</R>

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

<R>
<R>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 yo ur investment)

Management fee
0.61%
Distribution and service (12b-1) fees
0.25%
Other expenses
0.14%
Total annual fund operating expenses
1.00%
</R>

</R>

<R>
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, bas ed on these assumptions your costs would be:
</R>

<R>

1 year


3 years


5 years


10 years

$102
$318
$552
$1,225
</R>

<R>
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 60.0% of the average value of its portfolio.
</R>

<R>
Investments, Risks, and Performance
</R>

<R>
Principal Investment Strategies  The fund will normally invest at least 80% of its net assets in the common stocks of large and medium-sized blue chip growth companies. These are firms that, in our view, are well established in their industries and have the potential for above-average earnings growth. We focus on companies with leading market position, seasoned management, and strong financial fundamentals. Our investment approach reflects our belief that solid company fundamentals (with emphasis on strong growth in earnings per share or operating cash flow) combined with a positive industry outlook will ultimately reward investors with strong investment performance. Some of the companies we target will have good prospects for dividend growth.
</R>

<R>
In pursuing its investment objective, the fund has the discretion to deviate from its normal investment criteria , as previously described, and purchase securities that the fund`s management believes will provide an opportunity for substantial appreciation. These situations might arise when the fund`s management believes a security could increase in value for a variety of reasons, including an extraordinary corporate event, a new product introduction or innovation, a favorable competitive development, or a change in management.
</R>

<R>
While most assets will be invested in U.S. common stocks, the fund may invest in other securities< /font>, including foreign stocks, and use futures and options in keeping with the fund`s objectives.
</R>

The fund may sell securities for a variety of reasons, s uch as to secure gains, limit losses, or redeploy assets into more promising opportunities.

<R>
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:
</R>


PAGE 41

<R>
Active management risk The fund is subject to the risk that the investment adviser`s judgments about the attractiveness, value, or potential appreciat ion 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.
</R>

<R>
Risks of stock investing < font style="font-size:8.0pt;" face="MetaPlusLF-NormalRoman" color="Black"> Stocks generally fluctuate in value more than bonds and may decline significantly over short time periods. There is the chance that stock prices overall will decline because stock markets tend to move in cycles, with periods of rising prices and falling prices. The value of a stock in which the fund invests may decline due to general weakness in the stock market or because of factors that affect a company or a particular industry.
</R>

<R>
Investment style risk  Different investment styles tend to shift in and out of favor, depending on market conditions and investor sentiment. The fund`s growth approach to investing could cause it to underperform other stock funds that employ a different investment style. Growth stocks tend to be more volatile than value stocks and their prices usually fluctuate more dramatically than the overall stock market. A stock with growth characteristics can have sharp price declines due to decreases in current or expected earnings and may lack dividends that can help cushion its share price in a declining market.
</R>

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

<R>
Derivatives risk  To the extent the fund uses futures and options, it is exposed to additional volatility and potential losses.
</R>

<R>
Performance  The bar c hart 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.
</R>

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

<R>
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 (IRA).
</R>


<R>Average Annual Total Returns
5 years





Periods ended
December 31, 2009














1 year


Since inception
(3/31/00)




Blue Chip Growth FundAdvisor Class




Returns before taxes
42.30%
1.29%
-1.09%

Returns after taxes on distributions
42.30
1.27
-1.20

Returns after taxes on distributions and sale of fund shares
27.49
1.10
-0.94

S&P 500 Index
26.46
0.42
-1.20

Lipper Large-Cap Growth Funds Index
38.50
1.01
-5.38

</R>

<R>
Updated performance information is available through troweprice.com or may be obt ained by calling 1-800-638-8790.
</R>

<R>
Management
</R>

<R>
Investment Adviser  T. Rowe Price Associates, Inc. (T. Rowe Price).
</R>

<R>
Portfolio Manager  Larry J. Puglia is Chairman of the fund`s Investment Advisory Committee. Mr. Puglia has been chairman of the committee since the fund`s inception in 2000 and he joined T. Rowe Price in 1990.
</R>

<R>
Purchase and Sale of Fund Shares
</R>

<R>
For retirement plan accounts and Uniform Gifts to Minors Act or Uniform Transfers to Minors Act (UGMA/UTMA) accounts, generally the fund`s minimum initial investment requirement is $1,000 and the minimum subsequent investment requirement is $50. For all other accounts, generally the fund`s minimum initial investment requirement is $2,500 and the minimum subsequent investment is $100. Your financial intermediary may impose different investment minimums.
</R>

<R>
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.
</R>

<R>
Tax Information
</R>

<R>
Any dividends or capital gains are declared and paid annually, usually in December. Fund distributions may be taxed as ordinary income or capital gains, unless you invest through an IRA, 401(k) plan, or other tax-deferred accoun t.
</R>

<R>
Payments to Broker-Dealers and Other Financial Intermediaries
</R>

<R>
If you purchase 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 Web site for more information.
</R>


PAGE 43

Information About Accounts In T. Rowe Price

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 all Advisor Class accounts.

Pricing Shares and Receiving Sale Proceeds

How and When Shares Are Priced

<R>
The share price (also called "net asset value" or NAV) 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 NAV, the fund`s assets are valued and totaled, liabilities are subtracted, and each class`s proportionate share of the balance, called net assets, is divided by the number of shares outstanding of that class. Market values are used to price stocks and bonds. 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, the fund will make a good faith effort to assign a fair value to the security by taking into account 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 mutual funds are valued at the closing NAV per share of the mutual fund on the day of valuation.
</R>

<R>
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 securities primarily traded in the Far East, for example, the most recent closing prices may be as much as 15 hours old at 4 p.m. ET. If a fund determines that developments between the close of a foreign market and 4 p.m. ET 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 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. 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. Other mutual funds may adjust the prices of their securities by different amounts.
</R>

<R>
How Your Purchase, Sale, or Exchange Price Is Determined
</R>

<R>
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.
</R>

<R>
The fund may have an agreement with your intermediary that permits the intermediary to accept orders on behalf of the fund until 4 p.m. ET. In such cases, if your order is received by the intermediary in correct form by 4 p.m. ET, transmitted to the fund, and paid for in accordance with the agreement, it will be priced at the next NAV computed after the intermediary received your order. If the fund does not have an agreement with your intermediary, the fund must receive the request in correct form from your intermediary by 4 p.m. ET in order for your transaction to be priced at that business day`s NAV.
</R>

<R>
When authorized by the fund, certain financial institutions or retirement plans purchasing fu nd shares on behalf of customers or plan participants through Financial Institution Services or 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 establis hed 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.
</R>


<R>
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. There may be times when you are unable to contact us by telephone or access your account by computer due to extreme market activity, the unavailability of the T. Rowe Price Web site, or other circumstances. Should this occur, your order must still be placed and accepted prior to the time the New York Stock Exchange closes to be priced at that b usiness day`s NAV.
</R>

<R>
How Proceeds Are Received
</R>

<R>
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.
</R>

<R>
Contingent Redemption Fee
</R>

<R>
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), which reduces the proceeds from such redemptions by the amounts indicated:
</R>

<R>

T. Rowe Price Advisor Class Funds With Redemption Fees  











Fund


Redemption fee


Holding period




Global InfrastructureAdvisor Class
2%
90 days or less

Global Large-Cap StockAdvisor Class
2%
90 days or less

Global Real EstateAdvisor Class
2%
90 days or less

Global StockAdvisor Class
2%
90 days or less

High YieldAdvisor Class
1%
90 days or less

International BondAdvisor Class
2%
90 days or less

International Growth & IncomeAdvisor Class
2%
90 days or less

International StockAdvisor Class
2%
90 days or less

Real EstateAdvisor Class
1%
90 days or less

Small-Cap ValueAdvisor Class
1%
90 days or less

</R>

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

< div style="text-align:Left;margin-left:1.83333pc;margin-right:0.0pc;text-indent:1.0pc;width:100%">Computation of Holding Period

<R>
When an investor sells shares of a fund that assesses a redemption fee, T. Rowe Price will use the "first-in, first-out" (FIFO) 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 fo r 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.
</R>


PAGE 45

<R>
Transactions Not Subject to Redemption Fees
</R>

<R>
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:
</R>

<R>
1.Shares redeemed via an automated, systematic withdrawal plan;
</R>

<R>
2.Shares redeemed through or used to establish certain rebalancing or asset allocation programs or fund-of-funds products, if approved in writing by T. Rowe Price;
</R>

<R>
3.Shares purchased by the reinvestment of dividends or capital gain distributions;*
</R>

<R>
4.Shares converted from one share class to another share class of the same fund;*
</R>

<R>
5.Shares redeemed by a fund (e.g., for failure to meet account minimums or to cover various fees, such as fiduciary fees);
</R>

<R>
6.Shares purchased by rollover and changes of account registration within the same fund;*
</R>

<R>
7.Shares redeemed to return an excess contribution in an IRA account;
</R>

<R>
8.Shares of T. Rowe Price funds purchased by certain other T. Rowe Price funds or accounts managed by T. Rowe Price (please note that other shareholders of the T. Rowe Price fund are still subject to the policy);</R>

<R>
9.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
</R>

<R>
10.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.
</R>

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

<R>
Redemption Fees on Shares Held in Retirement Plans
</R>

<R>
If shares are held in a retirement plan, redemption fees will generally 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.
</R>

<R>
Omnibus Accounts
</R>

<R>
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 prop erly assess the fees.
</R>

<R>
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.
</R>

Useful Information on Distributions and Taxes

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, that is, receiving income dividends and capital gain distributions on a rising number of shares.

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


The following table provides details on dividend payments:<R>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:
Declared and paid quarterly, if any, in March, June, September, and December.

Dividend Growth Advisor Class
Must be a shareholder on the dividend record date.

Equity Income Advisor Class


Global Real Estate Advisor Class


Real Estate Advisor Class


Retirement Funds:


Retirement Income
Advisor Class
Shares normally begin to earn dividends on the business day aft er 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.

Other stock funds
Declared and paid annually, if any, generally in December.


Must be a shareholder on the dividend record date.

</R>

<R>
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.
</R>

<R>
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.
</R>

<R>
Capital Gain Payments
</ R>

<R>
A capital gain or loss is the difference between the purchase and sale price of a security.
</R>

<R>
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.
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Tax Information
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You should contact your intermediary for the tax information that will be sent to you and reported to the IRS.
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If you invest in the fund through a tax-deferred account, such as an IRA, 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 IRS forms, as applicable, if any portion of the account is distributed to you.
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If you invest in the fund through a taxable account, you will generally be subject to tax when:

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

The fund makes a distribution to your account.

For individual shareholders, a portion of ordinary dividends representing "qualified dividend income" received by the fund may be subject to tax at the lower rate 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 de rived 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 FundAdvisor Class, Real Estate FundAdvisor 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 or bond fund Advisor Classes is expected to qualify for this deduction.

Regular monthly dividends from the Tax-Free Income FundAdvisor Class are expected to be exempt from federal income 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 IRS Form 1040. The IRS 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.

Taxes on Fund Redemptions

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When you sell shares in any fund, you may realize a gain or loss. An exchange from one fund to another is also a sale for tax purposes.
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Taxes on Fund Distributions
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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 ga in 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. If you realize a loss on the s ale or exchange of Tax-Free Income FundAdvisor Class shares held six months or less, your capital loss is reduced by the tax-exempt dividends received on those 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 a return of capital.
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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.
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If a fund invests in Build America Bonds, authorized by the American Recovery and Reinvestment Act of 2009, 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 are generally not refundable. There is no assurance, however, that a fund will elect to pass through the income and credits.
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For the Tax-Free Income FundAdvisor Class, 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. To the extent the fund invests in these securities, the likelihood of a taxable gain distribution will be increased.
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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.
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Taxable distributions are subject to tax whether reinvested in additional shares or received in cash.

Tax Consequences of Hedging

Entering into certain options, futures, swaps, and forward foreign exchange contracts and transactions may result in the application of the mark-to-market and straddle provisions of the Internal Revenue Code. These provisions could result in a fund being required to distribute gains on such transactions even though it did not close the contracts during the year or receive cash to pay such distributions. 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. Of course, a fund`s share price may, at any time, reflect undistributed capital gains or income and unrealized appreciation, which may result in future taxable distributions. Such distributions can occur even in a year when the fund has a negative return.

Transaction Procedures and Special Requirements

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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.
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Purchase Conditions for Intermediaries
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Nonpayment  If the fund receives a check or ACH transfer that does not clear or the payment is not received in a timely manner, your purchase may be canceled. The intermediary will be responsible for any losses or expenses incurred by the fund or transfer agent. The fund and its 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.
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Sale (Redemption) Conditions
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Holds on Immediate Redemptions: 10-day Hold  If an intermediary sells shares that it just purchased and paid for by check or ACH transfer, the fund will process the redemption but will generally delay sending the pro ceeds 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.)
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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 redempti on 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 bea ring any associated costs.
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Excessive and Short-Term Trading

T. Rowe Price may bar excessive and short-term traders from purchasing shares.

Excessive or short-term trading in fund shares may disrupt management of a fund and raise its costs. Short-term traders in funds investing in foreign securities may seek to take advanta ge of an anticipated difference between the price of the fund`s shares and price movements in overseas markets (see Pricing Shares and Receiving Sale Proceeds  How and When Shares Are Priced). 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 policies to deter such activity. Persons trading directly with T. Rowe Price or indirectly through intermediaries in violation of these policies or persons believed to be short-term traders may be barred for a minimum of 90 calendar days or permanently from further purchases of T. Rowe Price funds. Purchase transactions placed by such persons are subject to rejection without notice.


PAGE 49

All persons purchasing shares held directly with a T. Rowe Price fund, or through a retirement plan for which T. Rowe Price serves as recordkeeper, who make more than one purchase followed by one sale or one sale followed by one purchase involving the same fund within any 90-day calendar period will violate the policy.

All persons purchasing fund shares held through an intermediary, including a broker, bank, investment adviser, recordkeeper, insurance company, or other third party, and who hold the shares for less than 90 calendar days will violate the policy.

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A fund may, in its discretion, reject any purchase or exchange from a shareholder whose trading activity could dilute the value of the fund`s shares, including trading by shareholders acting collectively (e.g., following the advice of a newsletter). Such persons may be barred from further purchases of T. Rowe Price funds either permanently or for a minimum of 90 days.
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Omnibus Accounts  Intermediaries often establish omnibus accounts in the T. Rowe Price funds for their customers. In such situations, T. Rowe Price cannot always monitor trading activity by underlying shareholders. However, T. Rowe Price reviews trading activity at the omnibus account level and looks for activity that indicates potential excessive or shortterm trading. If it detects suspicious trading activity, T. Rowe Price contacts the intermediary to determine whether the excessive trading policy has been violated and may request and receive personal identifying information and transaction histories for some or all underlying shareholders (including plan participants) to make this determination. If T. Rowe Price believes that its excessive trading policy has been violated, it will instruct the intermediary to take action with respect to the underlying shareholder in accordance with the policy.
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Retirement Plans  If shar es are held in a retirement plan, generally the fund`s excessive trading policy only applies to shares purchased and redeemed by exchange. However, the policy may apply to transactions other than exchanges depending on how shares of the plan are held at T. Rowe Price or how the excessive trading policy is applied by your plan`s recordkeeper. To determine which of your transactions are subject to the fund`s excessive trading policy, you should contact T. Rowe Price or your plan recordkeeper.
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Exceptions to Policy  The following types of transactions are generally exempt from this policy: 1) trades solely in money funds (exchanges between a money fund and a nonmoney fund are not exempt); 2) systematic purchases and redemptions; and 3) checkwriting redemptions from bond and money funds.
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Transactions in certain rebalancing programs and asset allocation programs, or fund-of-funds products, may be exempt from the excessive trading policy subject to prior written approval by designated persons at T. Rowe Price. In addition, transactions by certain T. Rowe Price funds in other T. Rowe Price funds, as well as certain transactions by approved accounts managed by T. Rowe Price, may also be exempt.
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T. Rowe Price may modify the 90-day policy set forth above (for example, in situations where a retirement plan or third party intermediary has restrictions on trading that differ from a T. Rowe Price fund`s policy). These modifications would be authorized only if the fund believes that the modified policy would provide protection to the fund that is reasonably equivalent to the fund`s regular policy. If you are trading your fund shares through an intermediary, you should consult with the intermediary to determine the excessive trading policy that applies to your trades in the fund.
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There is no guarantee that T. Rowe Price will be able to detect or prevent excessive or short-term trading.
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Signature Guarantees
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An intermediary may need to obtain a signature guarantee in certain situations and should consult its T. Rowe Price Financial Institution Services representative.
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You can obtain a signature guarantee from most banks, savings institutions, broker-dealers, and other guarantors acceptable to T. Rowe Price. We cannot accept guarantees from notaries public or organizations that do not provide reimbursement in the case of fraud.
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distribution, shareholder servicing, and recordkeeping fees
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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
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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 Adviso 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 Advisor Class may also separately compensate intermediaries at a rate of up to 0.10% of average daily net assets (up to 0.15% for certain defined contribution retirement plans) 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 telephonic support to respond to questions regarding the customer`s account.
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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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More About the Fund

More About the Fund< b> 3

OrgAnization and Management

How is the fund organized?

The fund was incorporated in Maryland in 1993 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 2000, the fund issued a separate class of shares known as the Advisor Class.

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Shareholders benefit from T. Rowe Price`s 73 years of investment management experience.
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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 the original class 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. Shar eholders 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 chan ge 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 < /font>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/Trustees 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.

All decisions regarding the purchas e and sale of fund investments are made by T. Rowe Price   specifically by the fund`s portfolio manager.

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Investment Adviser
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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 an SEC-registered investment adviser that provides investment management services to individual and institutional investors, and sponsors and serves as adviser and subadviser to registered investment companies, institutional separate accounts, and common trust funds. The address for T. Rowe Price is 100 East Pratt Street, Baltimore, Maryland 21202. As of December 31, 2009, T. Rowe Price managed $391 billion for more than 11 million individual and institutional investor accounts.
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Portfolio Management

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T. Rowe Price has established an Investment Advisory Committee with respect to the fund. The committee members are: Larry J. Puglia, Chairman, P. Robert Bartolo, Peter J. Bates, Ryan Burgess, G. Mark Bussard, Richard de los Reyes, Shawn T. Driscoll, David J. Eiswert, Paul D. Greene, II, Thomas J. Huber, Jason Nogueira, Timothy E. Parker, Robert W. Sharps, and Taymour R. Tamaddon. 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. Mr. Puglia has been chairman of the committee since the fund`s inception in 2000. He joined T. Rowe Price in 1990 and his
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investment experience dates from 1989. He has served as a portfolio manager 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.
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The Management Fee

This fee has two parts  an "individual fund fee," which reflects a fund`s particular characteristi cs, 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.

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%
Thereafter

*Represents a blended group fee rate containing various breakpoints.

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The fund`s group fee is determined by applying the group fee rate to the fund`s average daily net assets. For the fund`s fiscal year ended December 31, 2009, the effective annual group fee rate was 0.30%. The individual fund fee, also applied to the fund`s average daily net assets, is 0.30% on assets up to $15 billion and 0.255% on assets above $15 billion.
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The expenses shown in the fee table in Section 1 are generally based on a fund`s prior fiscal year-end (December 31). 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.
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A discussion about the factors considered by the Board and its conclusions in approving the fund`s investment management contract< /font> with T. Rowe Price appears in the fund`s semiannual report to shareholders for the period ended June 30.
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Fund Operations and Shareholder Services< /div>

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. All such fees are included in the fees and expenses table under "Other expenses" and in the fund`s financial statements.

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MORE INFORMATION ABOUT THE FUND AND ITS INVESTMENT RISKS
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Consider your investment goals, your time horizon for achieving them, and your tolerance for risk. If you are investing through an intermediary and willing to accept the risk of investing in established growth stocks in an effort to achieve long-term ca pital growth, the fund could be appropriate for you. This fund should not represent your complete investment program or be used for short-term trading purposes.

Equity investors should have a long-term investment horizon and be willing to wait out bear markets.

The market frequently rewards growth stocks with price increases when earnings expectations are met or exceeded. A successful implementation of our strategy cou ld lead to long-term growth of capital. By investing in companies with proven track records, the fund should be less risky than one focusing on newer or smaller companies while still offering significant appreciation potential.


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A "blue chip" investment approach seeks to identify blue chip growth companiesthose with strong market franchises in industries that appear to be strategically poised for long-term growth. Our strategy reflects T. Rowe Price`s belief that the combination of solid company fundamentals (with emphasis on the potential for above-average growth in earnings) and a positive outlook for the overall industry will ultimately result in a higher stock price. While the primary emphasis is on a company`s prospects for future growth, the fund will not purchase securities that, in T. Rowe Price`s opinion, are overvalued considering the underlying business fundamentals. In the search for substantial capital appreciation, the fund looks for stocks attractively priced relative to their anticipated long-term value.
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The fund will generally take the following into consideration:

Market positions   Blue chip companies often have leading market positions that are expected to be maintained or enhanced over time. Strong positions, particularly in growing industries, can give a company pricing flexibility as well as the potential for good unit sales. These factors, in turn, can lead to higher earnings growth and greater share price appreciation.

Management  Seasoned management teams with a track record of providing superior financial results are important for a company`s long-term growth prospects. Our analysts will evaluate the depth and breadth of a company`s management experience.

Financial fundamentals  Companies should demonstrate faster earnings growth than their competitors and the market in general; high profit margins relative to competitors; strong cash flow; a healthy balance sheet with relatively low debt; and a high return on equity with a comparatively low dividend payout ratio.

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As with any mutual fund, there can be no guarantee the fund will achieve its objective. The fund`s share price may decline. Loss of money is a risk of investing in the fund.
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Well-established growth stocks can be volatile. Since growth companies usually invest a high portion of earnings in their own businesses, their stocks may lack the dividends that can help to cushion share prices in a down market. Since many investors buy these stocks for anticipated superior earnings growth, earnings disappointments often result in sharp price declines. Also, medium-sized companies may have greater volatility than larger ones.
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As with all equity funds, this fund`s share price can fall because of weakness in the broad market, a particular industry, or specific holdings. The market as a whole can decline for many reasons, including adverse political or economic developments here or abroad, changes in investor psychology, or heavy institutional selling. The prospects for an industry or company may deteriorate because of a variety of factors, including disappointing earnings or changes in the competitive environment. In addition, our assessment of companies held by the fund may prove incorrect, resulting in losses or poor performance even in a rising market. Finally, the fund`s investment approach could fall out of favor with the investing public, resulting in lagging performance versus other types of stock funds.
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Foreign stock holdings may lose value because of declining foreign currencies or adverse political or economic events overseas.
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The use of futures and options, if any, may subject the fund to additional volatility and potential losses. The use of derivatives involves risks different from, and possibly greater than, the ris ks associated with investing directly in the assets on which the derivatives are based. Derivatives can be highly volatile, illiquid, and difficult to value, and changes in the value of a derivative may not move in the direction anticipated by the portfolio manager. A fund could be exposed to significant losses if its counterparty becomes insolvent or if the fund is unable to close a derivatives position due to the lack of a liquid 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.
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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 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. Shareholders will receive at least 60 days` prior notice of a change in the policy requiring the fund to normally invest at least 80% of its net assets in blue chip growth companies.

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.

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Certain investment restrictions, such as a required minimum or maximum investment in a particular type of security, are measured at the time the 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 (th is exception does not apply to the 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.
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Changes in fund holdings, fund performance, and the contribution of various investments are discussed in the shareholder reports sent to you.

Fund 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 objectiv e, 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 securities 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.

Fund investments are primarily in common stocks and, to a lesser degree, other types of securities as described below.

Common and Preferred Stocks

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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 stocks, 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. Such investments would be made primarily for their capital appreciation potential.
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PAGE 55

Convertible Securities and Warrants

Investments may be made in debt or preferred equity securities convertible into, or exchangeable for, equity securities. Traditionally, convertible securities have paid dividends or interest at rates higher than common stocks but lower than nonconvertible securities. They generally participate in the appreciation or depreciation of the underlying stock into which they are convertible, but to a lesser degree than common stock. Some convertible securities combine higher or lower current inco me 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.

Foreign Securities

Investments may be m ade 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. Investing in foreign securities involves special risks that can increase the potential for losses. These include: exposure to potentially adverse local, political, and economic develop ments 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 investment s in emerging markets. The fund may purchase American Depositary Receipts (ADRs) and Global Depositary Receipts (GDRs), which are certificates evidencing ownership of shares of a foreign issuer. ADRs and GDRs trade on established markets and are alternatives to directly purchasing the underlying foreign securities in their local markets and currencies. Such investments are subject to many of the same risks associated with inves ting directly in foreign securities.

Operating policy  Fund investments in foreign securities are limited to 20% of total assets. Subject to the overall limit on fund investments in foreign securities, there is no limit on the amount of foreign investments that may be made in emerging markets.

Debt Instruments

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From time to time, the fund may invest in bonds and debt securities of any type, including municipal securities, without restrictions on quality or rating. Investments in a company also may be made thr ough a privately negotiated note or loan, including loan assignments and participations. These investments will be made in companies, municipalities, or entities that meet fund investment criteria. Such invest ments may have a fixed, variable, or floating interest rate. The price of a bond or fixed rate debt security usually fluctuates with changes in interest rates, generally rising when interest rates fall and falling when interest rates rise. Investments involving below investment-grade issuers or borrowers can be more volatile and have greater risk of default than investment-grade bonds. Certain of these investments may be illiquid and holding a loan could expose the fund to the ris ks of being a direct lender.
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Operating policy  Fund investments in noninvestment-grade debt securities ("junk bonds") and loans are limited to 5% of total assets. Fund investments in convertible securities are not subject to this limit.
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Futures and Options

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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 securities 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; and to serve as a cash management tool. Call or put options may be purchased or sold on securities, futures, and financial indices.
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Futures contracts and options may not always be successful hedges; their prices can be highly volatile; using them could lower fund total return; and the potential loss from the use of futures can exceed a fund`s initial investment in such contracts.


Operating policies  Initial margin deposits on futures and premiums on options used for non-hedging purposes will not exceed 5% of 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.

Hybrid Instruments

These instruments (a type of potentially high-risk derivative) can combine the characteristics of securities, futures, and options. For example, the principal amount, redemption, or conversion terms of a security could be related to the market price of some commodity, currency, securities, or securities index. Such securities may or may not bear interest or pay dividends. Under certain conditions, the redemption value of a hybrid could be zero.

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.

<R>
Investments in Other Investment Companies
</R>

<R>
A fund may invest in other investment companies, including open-end funds, closed-end funds, and exchange-traded funds (ETFs).
</R>

<R>
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.
</R>

<R>
The risks of owning another investment company are generally similar to the risks of investing directly in the securities in which it invests. However, an investment company may not achieve its investment objective or execute its investment strategy effectively, which may adve rsely affect the fund`s performance. In addition, because closed-end funds and ETFs trade on a secondary market, their shares may trade at a premium or discount to the actual net asset value of its portfolio securities and their potential lack of liquidity could result in greater volatility.
</R>

<R>
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.
</R>

<R>
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, 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.
</R>

<R>
Illiquid Securities
</R>

<R>
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 Securities and Exchange Commission (SEC). Although certain of these securities may be readily sold, 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.
</R>

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

Types of Investment Management Practices

Reserve Position

A certain portion of fund assets will be held in reserves. Fund reserve positions can consist of: 1) shares of one or both of the T. Rowe Price internal money funds; 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,


PAGE 57

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 in the timin g of new investments and can serve as a short-term defense during periods of unusual market volatility. Non-U.S. dollar reserves are subject to currency risk.

Managing Foreign Currency Risk

<R>
Investors in foreign securities may attempt to hedge their exposure to potentially unfavorable currency changes. The primary means of doing this is through the use of forwards,  which are contracts between two counterparties to exchange one currency for another on some future date at a specified exchange rate. However, futures, swaps, and options on foreign currencies may also be used. In certain circumstances, a different currency may be substituted for the currency in which the investment is denominated, a strategy known as proxy hedging. If < font style="font-size:10.0pt;" face="Berkeley Book" color="Black">a fund were to engage in any of these foreign currency transactions, it would be primarily to protect its foreign securities from adverse currency movements relative to the U.S. dollar. Such transactions involve, among other risks, the risk that anticipated currency movements will not occur, which could reduce fund total return. There are certain markets, including many emerging markets, where it is not possible to engage in effective foreign currency hedging.
</R>

Borrowing Money and Transferring Assets

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

Fundamental policy  Borrowings may not exceed 33 1/3% of total assets.

<R>
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 33 1/3% of total assets. A fund will not purchase additional securities when borrowings exceed 5% of total assets.
</R&g t;

<R>
Lending of Portfolio Securities
</R>

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 secu rities in investments that default or do not perform as expected.

Fundamental policy  The value of loaned securities may not exceed 33 1/3% of total assets.

Portfolio Turnover

<R>
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. The fund`s portfolio turnover rates are shown in the Financial Highlights table.
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Disclosure of Fund Portfolio Information

<R>
The fund`s portfolio holdings are disclosed on a regular basis in its semiannual and annual reports to shareholders, and on Form N-Q, which is filed with the SEC within 60 days of the fund`s first and third fiscal quarter-end. In addition, the fund discloses its calendar quarter-end portfolio holdings on troweprice.com 15 calendar days after each quarter. Under certain cond itions, up to 5% of the 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 thes e 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 Web site for one year and the month-end money fund portfolio holdings will remain on the Web site for at least four months. The 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
</R>


<R>
percentage of the fund`s total assets that these 10 holdings represent. Each monthly top 10 list will remain on the Web site for six months. A description of the fund`s policy and procedures with respect to the disclosure of portfolio information is in the Statement of Additional Information.
</R>

Financial Highlights

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

<R>Financial Highlights





Year ended December 31




















2005*


2006*


2007*


2008*


2009*











Net asset value,beginning of period
$30.93
$32.72
$35.78
$40.26
$23.05

Income From Investment Operations






Net investment income
0.03
0.07
0.09
0.01
(0.02)

Net gains or losses on securities (both realized and unrealized)
1.76
3.07
4.49
(17.21)
9.77

Total from investment operations
1.79
3.14
4.58
(17.20)
9.75

Less Distributions






Dividends (from net investment income)

(0.08)
(0.10)
(0.01)


Distributions (fromcapital gains)






Returns of capital






Total distributions

(0.08< /font>)
(0.10)
(0.01)


Net asset value,end of period
$32.72
$35.78
$< font style="font-size:8.0pt;" face="MetaPlusLF-NormalRoman">40.26
$23.05
$32.80

Total return
5.79%
9.60%
12.81%
(42.72)%
42.30%

Ratios/Supplemental Data






Net assets, end of period(in millions)
$715
$835
$1,374
$739
$717

Ratio of expenses to average net assets
0.98%
0.95%
0.96%
0.98%
1.00%

Ratio of net income to average net assets
0.11%
0.22%
0.24%
0.04%
(0.06)%

Portfolio turnover rate
43.9%
39.2%
31.5%
53.8%
60.0%

</R>

<R>
*Per share amounts calculated using average shares outstanding method.
</R>


PAGE 59

Investing With T. Rowe Price

Investing With T. Rowe Price 4

Account Requirements and Transaction Information

If you are purchasing fund shares through a third-party intermediary, contact the intermediary for information regarding the intermediary`s 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 Social Security or employer 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 IRS fine. If this information is not received within 60 days after the account is established, the account may be redeemed at the fund`s NAV on the redemption date.

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

Opening a New Account

<R>
$2,500 minimum initial investment; $1,000 for retirement plans or UGMA/UTMA accounts
</R>

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.

<R>
When an account is opened, 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 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 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.
</R>

<R>
T. Rowe Price will use this information to verify the identity of the person(s)/entity opening the account. An account can< /font>not 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.)
</R>

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

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.

<R>
Intermediaries should complete a New Account Form and mail it, with proper documentation identifying your firm, to one of the appro priate 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.
</R>

via U.S.< font style="font-size:9.0pt;" face="MetaPlusLF-MediumRoman" color="PANTONE 302"> Postal Service

<R>
T. Rowe Price Financial Institution Services
P.O. Box 17300
Baltimore, MD 21297-1603
</R>

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.


Purchasing Additional ShareS

<R>
$100 minimum additional purchase; $50 minimum for retirement plans, Automatic Asset Builder, and UGMA/UTMA accounts
</R>

By Wire

Intermediaries should call Financial Institution Services or access troweprice.com for wire transfer instructions.

Exchanging and redeeming ShareS< /font>

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 RequirementsExcessive and Short-Term Trading.

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.

Rights Reserved by the Funds

<R>
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, or there is reason to believe a fraudulent transaction may occur; (7) to otherwise modify the conditions of purchase and 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 your 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.
</R>


PAGE 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 su ch a relationship, our contracts restrict the companies` use of our customer information, prohibiting them from sharing or using it for any purposes other than those for which they were hired.

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

_______________________ ____________________________________________

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


A Statement of Additional Information for the T. Rowe Price family of funds has been fil ed with the Securities and Exchange Commission and is incorporated by reference into this prospectus. Further information about fund investments, including a review of market conditions and the manager`s recent strategies and their impact on performance, is available in the annual and semiannual shareholder reports. To obtain free copies of any of these documents, call your intermediary. These documents are available through troweprice.com.

<R>
Fund information and Statements of Additional Information are also available from the Public Reference Room of the Securities and Exchange Commission. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-202-551-8090. 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.
</R>

T. Rowe Price Associates, Inc.

100 East Pratt Street

Baltimore, MD 21202

1940 Act File No. 811-7059

<R>
E293-040 5/1/10
</R>


PAGE 63

Prospectus

<R>
May 1, 2010
</R>

T. Rowe Price

<R>
Blue Chip Growth FundR Class (RRBGX)
</R>

A stock fund seeking long-term capital gro wth through investments in high-quality U.S. growth companies. This class of shares is sold only through financial intermediaries.

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


Table of Contents

<R>Pricing Shares and Receiving Sale Proceeds
1

Summary



Blue Chip Growth FundR Class
1




2

Information About Accounts in T. Rowe Price Funds



6


Useful Information on Distributions and Taxes
10


Transaction Procedures and Special
Requirements
13


Distribution, Shareholder Servicing, and
Recordkeeping Fees
16




3

More About the Fund



Organization and Management
17


More Information About the Fund and Its Investment Risks
19


Investment Policies and Practices
21


Disclosure of Fund Portfolio Information
27


Financial Highlights
28




4

Investing With T. Rowe Price



Account Requirements and Transaction
Information
30


Purchasing Additional Shares
32


Exchanging and Redeeming Shares
32


Rights Reserved by the Funds
32


T. Rowe Price Privacy Policy
34
</R>

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


PAGE 65

<R>
Summary
</R>

Investment Objective

The fund seeks to provide long-term capital growth. Income is a secondary obj ective.

<R>
Fees and Expenses
</R>

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

<R>
<R>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 fee
0.61%
Distribution and service (12b-1) fees
0.50%a
Other expenses
0.16%
Total annual fund operating expenses
1.27%
</R>

</R>

<R>
aRestated to show maximum 12b-1 rate of 0.50%. Actual rate for the prior fiscal year was 0.44%.
</R>

<R>
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:
</R>

<R>

1 year


3 years


5 years


10 years

$129
$403
$597
$1,534
</R>

<R>
Portfolio Turnover  The fund pays transaction costs, suc h 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 60.0% of the average value of its portfolio.
</R>

<R>
Investments, Risks, and Performance
</R>

<R>
Principal Investment Strategies  The fund will normally invest at least 80% of its net assets in the common stocks of large and medium-sized blue chip growth companies. These are firms that, in our view, are well established in their industries and have the potential for above-average earnings growth. We focus on companies with leading market position, seasoned management, and strong financial fundamentals. Our investment approach reflects our belief that solid company fundamentals (with emphasis on strong growth in earnings per share or operating cash flow) combined with a positive industry outlook will ultimately reward investors with strong investment pe rformance. Some of the companies we target will have good prospects for dividend growth.
</R>

<R>
In pursuing its investment objective, the fund has the discretion to deviate from its normal investment criteria, as previously described, and purchase securities that the fund`s management believes will provide an opportunity for sub< /font>stantial appreciation. These situations might arise when the fund`s management believes a security could increase in value for a variety of reasons, including an extraordinary corporate event, a new product introduction or innovation, a favorable competitive development, or a change in management.
</R>

<R>
While most assets will be invested in U.S. common stocks, the fund may invest in other securities, including foreign stocks, and use futures and options in keeping with the fund`s objectives.
</R>

The fund may sell securities for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into more promising opportunities.


<R>
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:
</R>

<R>
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.
</R>

<R>
Risks of stock investing  Stocks generally fluctuate in value more than bonds and may decline significantly over short time periods. There is the chance that stock prices overall will decline because stock markets tend to move in cycles, with periods of rising prices and falling prices. The value of a stock in which the fund invests may decline due to general weakness in the stock market or because of factors that affect a company or a particular industry.
</R>

<R>
Investment style risk  Different investment styles tend to shift in and out of favor, depending on market conditions a nd investor sentiment. The fund`s growth approach to investing could cause it to underperform other stock funds that employ a different investment style. Growth stocks tend to be more volatile than value stocks and their prices usually fluctuate more dra matically than the overall stock market. A stock with growth characteristics can have sharp price declines due to decreases in current or expected earnings and may lack dividends that can help cushion its share price in a declining market.
</R>

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

<R>
Derivatives risk  To the extent the fund uses futures and options, it is exposed to additional volatility and potential losses.
</R>

<R>
Performance  The bar chart showing calendar year returns and the average annual to tal 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.
</R>

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

<R>
In addition, the average annual total returns table shows hypothetical after-tax returns to suggest how taxes paid by a < /font>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, su ch as a 401(k) account or individual retirement account (IRA).
</R>


PAGE 67

<R>Average Annual Total Returns




Periods ended
December 31, 2009














1 year


5 years


Since inception
(9/30/02)




Blue Chip Growth FundR Class




Returns before taxes
41.98%
1.03%
< /td>
6.64%

Returns after taxes on distributions
41.98
1.03
6.63

Returns after taxes on distributions and sale of fund shares
27.29
0.88
5.80

S&P 500 Index
26.46
0.42
6.51

Lipper Large-Cap Growth Funds Index
38.50
1.01
5.72

</R>

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

<R>
Management
</R>

<R>
Investment Adviser  T. Rowe Price Associates, Inc. (T. Rowe Price).
</R>

<R>
Portfolio Manager  Larry J. Puglia is Chairman of the fund`s Investment Advisory Committee. Mr. Puglia has been chairman of the committee since the fund`s inception in 2002 and he joined T. Rowe Price in 1990.
</R>

<R>
Purchase and Sale of Fund Shares
</R>

<R>
For retirement plan accounts and Uniform Gifts to Minors Act or Uniform Transfers to Minors Act (UGMA/UTMA) accounts, generally the fund`s minimum initial investment requirement is $1,000 and the minimum subsequent investment requirement is $50. For all other accounts, generally the fund`s minimum initial investment requirement is $2,500 and the minimum subsequent investment is $100. Your financial intermediary may impose different investm ent minimums.
</R>

<R>
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.
</R>

<R>
Tax Information
</R>

<R>
Any dividends or capital gains are declared and paid annually, usually in December. Fund distributions may be taxed as ordinary income or capital gains, unless you invest through an IRA, 401(k) plan, or other tax-deferred account.
</R>

<R>
Payments to Broker-Dealers and Other Financial Intermediaries
</R>

<R>
If you purchase the fund through a broker-dealer or other financial intermediary, 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 Web site for more information.
</R>


Information About Accounts In T. Rowe Price

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 all R Class accounts.

Pricing Shares and Receiving Sale Proceeds

How and When Shares Are Priced

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The share price (also c alled "net asset value" or NAV) 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 NAV, the fund`s assets are valued and totaled, liabilities are subtracted, and each class`s proportionate share of the balance, called net assets, is divided by the number of shares outstanding of that class. Market values are used to price stocks and bonds. 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, the fund will make a good faith effort to assign a fair value to the security by taking into account 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 mutual funds are valued at the closing NAV per share of the mutual fund on the day of valuation.
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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 securities primarily traded in the Far East, for example, the most recent closing prices may be as much as 15 hours old at 4 p.m. ET. If a fund determines that developments between the close of a foreign market and 4 p.m. ET 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 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 clo sing market prices and information used for adjusting those prices. 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. Other mutual funds may adjust the prices of their securities by different amounts.

How Your Purchase, Sale, or Exchange Price Is Determined

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R Class shares are intended for purchase through various third-party intermediaries including brokers, banks, in surance companies, retirement plan recordkeepers, and others. Contact your intermediary to find out about 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.
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The fund may have an agreement with your intermediary that permits the intermediary to accept orders on behalf of the fund until 4 p.m. ET. In such cases, if your order is received by the intermediary in correct form by 4 p.m. ET, transmitted to the fund, and paid for in accordance with the agreement, it will be priced at the next NAV computed after the intermediary received your order. If the fund does not have an agreement with your intermediary, the fund must receive the request in correct form from your intermediary by 4 p.m. ET in order for your transaction to be priced at that bu siness day`s NAV.
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When authorized by the fund, certain financial institutions or retirement plans purchasing fund shares on behalf of customers or plan participants through Financial Institution Services or 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.
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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. There may be times when you are unable to contact us by telephone or access your account by computer due to extreme market activity, the unavailability of the T. Rowe Price Web site, or other circumstances. Should this occur, your order must still be placed and accepted prior to the time the New York Stock Exchange closes to be priced at that business day`s NAV.
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How Proceeds Are Received

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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 < /font>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.
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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), 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 & IncomeR Class
2%
90 days or less

International Stoc kR 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, investment adviser, recordkeeper for retirement plan participants, or any other third party.

Computation of Holding Period

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When an investor sells shares of a fund that assesses a redemption fee, T. R owe Price will use the "first-in, first-out" (FIFO) 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. 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.
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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:

1.Shares redeemed via an automated, systematic withdrawal plan;

2.Shares redeemed through or used to establish certain rebalancing or asset allocation programs or fund-of-funds products, if approved in writing by T. Rowe Price;

3.Shares purchased by the reinvestment of dividends or capital gain distributions;< /font>*

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

5.Shares redeemed by a fund (e.g., for failure to meet account minimums or to cover various fees, such as fiduciary fees);

6.Shares purchased by rollover and changes of account registration within the same fund;*

7.Shares redeemed to return an excess contribution in an IRA account;


8.Shares of T. Rowe Price funds purchased by certain other T. Rowe Price funds or accounts managed by T. Rowe Price (please note that other shareholders of the T. Rowe Price fund are still subject to the policy);

9.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

10.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 will generally 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 w hich of your transactions are subject to redemption fees, you should contact T. Rowe Price or your plan recordkeeper.

Omnibus Accounts

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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.
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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.
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Useful Information on Distributions and Taxes

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, that is, receiving income dividends and capital gain distributions on a rising number of shares.

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

The following table provides details on dividend payments:

<R>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.

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 annually, if any, generally in December.


Must be a shareholder on the dividend record date.

Other stock funds
Declared annually, if any, generally in December.


Must be a shareholder on the dividend record date.

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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 i n 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.
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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
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A capital g ain or loss is the difference between the purchase and sale price of a security.

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

Tax Information

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

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 IRS forms, as applicable, if any portion of the account is distributed to you.

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

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

The fund makes a distribution to your account.

For individual shareholders, a portion of ordinary dividends representing "qualified dividend income" received by the fund may be subject to tax at the lower rate 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 or bond fund R Classes is expected to qualify for this deduction.

Taxes on Fund Redemptions

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

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If a fund invests in Build America Bonds , authorized by the American Recovery and Reinvestment Act of 2009, 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 are generally not refundable. There is no assurance, however, that a fund will elect to pass through the income and credit s.
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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.
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Taxable distributions are subject to tax whether reinvested in additional shares or received in cash.

Tax Consequences of Hedging

Entering into certain options, futures, swaps, and forward foreign exchange contracts and transactions may result in the application of the mark-to-market and straddle provisions of the Internal Revenue Code. These provisions could result in a fund being required to distribute gains on such transactions even though it did not close the contracts during the year or receive cash to pay such distributions. 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 o r 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. Of course, a fund`s share price may, at any time, reflect undistributed capital gains or income and unrealized appreciation, which may result in future taxable distributions. Such distributions can occur even in a year when the fund has a negative return.

Transaction Procedures and Special Requirements

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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 that offer employer-sponsored defined contribution retirement plans, including brokers, banks, insurance companies, retirement plan recordkeepers, and others.
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The R Class is designed for employer-sponsored defined contribution retirement plans and requires an agreement with T. Rowe Price 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 on behalf of an employer-sponsored defined contribution retirement plan are subject to rejection or cancellation without prior notice to the intermediary or shareholder. Existing investments in the R Class shares that are not on behalf of an employer-sponsored defined contribution retirement plan may be transferred by T. Rowe Price to another class in the same fund following notice to the intermediary or shareholder.
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Purchase Conditions for Intermediaries
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Nonpayment  If the fund receives a check or ACH transfer that does not clear or the payment is not received in a timely manner, your purchase may be canceled. The intermediary will be responsible for any losses or expenses incu rred by the fund or transfer agent. The fund and its agents have the right to reject or cancel any purchase, exchange, or redemption due to nonpayment.
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U.S. Dollars  All purchase s must be paid for in U.S. dollars; checks must be drawn on U.S. banks.


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Sale (Redemption) Conditions

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

Large Redemptions  Large redemptions can adversely affect a portfolio manager`s ability to implement a fund`s investment strat egy 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.

Excessive and Short-Term Trading

T. Rowe Price may bar excessive and short-term traders from purchasing shares.

Excessive or short-term trading in fund shares may disrupt management of a fund and raise its costs. Short-term traders in funds investing in foreign securities may seek to take advantage of an anticipated difference between the price of the fund`s shares and price movements in overseas markets (see Pricing Shares and Receiving Sale Proceeds  How and When Shares Are Priced). 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 policies to deter such activity. Persons trading directly with T. Rowe Price or indirectly through intermediaries in violation of these policies or persons believed to be short-term traders may be barred for a minimum of 90 calendar days or permanently from further purchases of T. Rowe Price funds. Purchase transactions placed by such persons are subject to rejection without notice.

All persons purchasing shares held directly with a T. Rowe Price fund, or through a retirement plan for which T. Rowe Price serves as recordkeeper, who make more than one purchase followed by one sale or one sale followed by one purchase involving the same fund within any 90-day calendar period will violate the policy.

All persons purchasing fund shares held through an intermediary, including a broker, bank, investment adviser, recordkeeper, insurance company, or other third party, and who hold the shares for less than 90 calendar days will violate the policy.

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A fund may, in its discretion, reject any purchase or exchange from a shareholder whose trading activity could dilute the value of the fund`s shares, including trading by shareholders acting collectively (e.g., following the advice of a newsletter). Such persons may be barred from further purchases of T. Rowe Price funds either permanently or for a minimum of 90 days.
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Omnibus Accounts  Intermediaries often establish omnibus accounts in the T. Rowe Price funds for their customers. In such situations, T. Rowe Price cannot always monitor trading activity by underlying shareholders. However, T. Rowe Price reviews trading activity at the omnibus account level and looks for activity that indicates potential excessive or shortterm trading. If it detects suspicious trading activity, T. Rowe Price contacts the intermediary to determine whether the excessive trading policy has been violated and may request and receive personal identifying information and transaction histories for some or all underlying shareholders (including plan participants) to make this determination. If T. Rowe Price believes that its excessive trading policy has been violated, it will instruct the intermediary to take action with respect to the underlying shareholder in accordance with the policy.
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Retirement Plans  If shares are held in a retirement plan, generally the fund`s excessive trading policy only applies to shares purchased and redeemed by exchange. However, the policy may apply to transactions other than exchanges depending on how shares of the plan are held at T. Rowe Price or how the excessive trading policy is applied by your plan`s recordkeeper. To determine which of your transactions are subject to the fund`s excessive trading policy, you should contact T. 60;Rowe Price or your plan recordkeeper.
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Exceptions to Policy  The following types of transactions are generally exempt from this policy: 1) trades solely in money funds (exchanges between a money fund and a nonmoney fund are not exempt); 2) systematic purchases and redemptions; and 3) checkwriting redemptions from bond and money funds.
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Transactions in certain rebalancing programs and asset allocation programs, or fund-of-funds products, may be exempt from the excessive trading policy subject to prior written approval by designated persons at T. Rowe Price. In addition, transactions by certain T. Rowe Price funds in other T. Rowe Price funds, as well as certain transactions by approved accounts managed by T. Rowe Price, may also be exempt.
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T. Rowe Price may modify the 90-day policy set forth above (for example, in situations where a retirement plan or a third party intermediary has restrictions on trading that differ from a T. Rowe Price fund`s policy). These modifications would be authorized only if the fund believes that the modified policy would provide protection to the fund that is rea sonably equivalent to the fund`s regular policy. If you are trading your fund shares through an intermediary, you should consult with the intermediary to determine the excessive trading policy that applies to your trades in the fund.
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Th ere is no guarantee that T. Rowe Price will be able to detect or prevent excessive or short-term trading.
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Signature Guarantees

An intermediary may need to obtain a signature guarantee in certain situations and should consult its T. Rowe Price Financial Institution Services representative.

You can obtain a signature guarantee from most banks, savings institutions, broker-dealers, and other guarantors acceptable to T. Rowe Price. We cannot accept guarantees from notaries public or organizations that do not provide reimbursement in the case of fraud.

Distribution, Shareholder Servicing, and Recordkeeping Fees

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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 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 option< /font>s. Shareholder servicing payments may include payments to intermediaries for providing shareholder support services to existing plans or participants invested in 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 plan or participant, transmitting net purchase and redemption orders, mailing confirmations and periodic statements, and providing telephonic support to respond to questions regarding the plan or participant`s account.
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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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More About the Fund

More About the Fund< b> 3

OrgAnization and Management

How is the fund organized?

The fund was incorporated in Maryland in 1993 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 a separate class of shares known as the R Class.

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Shareholders benefit from T. Rowe Price`s 73 years of investment management experience.
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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 R Class shares will generally differ from those of the original class and Advisor Class shares 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, shareholder s 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/Trustees 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.

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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Inv estment Adviser
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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 an SEC-registered investment adviser that provides investment management services to individual and institutional investors, and sponsors and serves as adviser and subadviser to registered investment companies, institutional sepa rate accounts, and common trust funds. The address for T. Rowe Price is 100 East Pratt Street, Baltimore, Maryland 21202. As of December 31, 2009, T. Rowe Price managed $391 billion for more than 11 million individual and institutional investor accounts.
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Portfolio Management

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T. Rowe Price has established an Investment Advisory Committee with respect to the fund. The committee members are: Larry J. Puglia, Chairman, P. Robert Bartolo, Peter J. Bates, Ryan Burgess, G. Mark Bussard, Richard de los Reyes, Shawn T. Driscoll, David J. Eiswert, Paul D. Greene, II, Thomas J. Huber, Jason Nogueira, Timothy E. Parker, Robert W. Sharps, and Taymour R. Tamaddon. 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. Mr. Puglia has been chairman of the committee since the fund`s inception in 2002. He joined T. Rowe Price in 1990 and his
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investment experience dates from 1989. He has served as a portfolio manager 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.
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The Management Fee

This fee has two parts  an "individual fund fee," which reflects a fund`s particular characteristi cs, 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.

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%
Thereafter

*Represents a blended group fee rate containing various breakpoints.

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The fund`s group fee is determined by applying the group fee rate to the fund`s average daily net assets. For the fund`s fiscal year ended December 31, 2009, the effective annual group fee rate was 0.30%. The individual fund fee, also applied to the fund`s average daily net assets, is 0.30% on assets up to $15 billion and 0.255% on assets above $15 billion.
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The expenses shown in the fee table in Section 1 are generally based on a fund`s prior fiscal year-end (December 31). 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.
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A discussion about the factors considered by the Board and its conclusions in approving the fund`s investment management contract< /font> with T. Rowe Price appears in the fund`s semiannual report to shareholders for the period ended June 30.
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Fund Operations and Shareholder Services< /div>

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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 Retire ment 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. All such fees are included in the fees and expenses table under "Other expenses" and in the fund`s financial statements.
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MORE INFORMATION ABOUT THE FUND AND ITS INVESTMENT RISKS
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Consider your investment goals, your time horizon for achieving them, and your tolerance for risk. If you are investing through an intermediary and willing to accept the risk of investing in established growth stocks in an effort to achieve long-term capital growth, the fund could be appropriate for you. This fund should not represent your complete investment program or be used for short-term trading purposes.

Equity investors should have a long-term investment horizon and be willing to wait out bear markets.

The market frequently rewards growth stocks with price increases when earnings expectations are met or exceeded. A successful implemen tation of our strategy could lead to long-term growth of capital. By investing in companies with proven track records, the fund should be less risky than one focusing on newer or smaller companies while still offering significant appreciation potential.


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A "blue chip" investment approach seeks to identify blue chip growth companiesthose with strong market franchises in industries that appear to be strategically poised for long-term growth. Our strategy reflects T. Rowe Price`s belief that the combination of solid company fundamentals (with emphasis on the potential for above-average growth in earnings) and a positive outlook for the overall industry will ultimately result in a higher stock price. While the primary emphasis is on a company`s prospects for future growth, the fund will not purchase securities that, in T. Rowe Price`s opinion, are overvalued considering the underlying business fundamentals. In the search for substantial capital appreciation, the fund looks for stocks attractively priced relative to their anticipated long-term value.
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The fund will generally take the following into consideration:

Market positions   Blue chip companies often have leading market positions that are expected to be maintained or enhanced over time. Strong positions, particularly in growing industries, can give a company pricing flexibility as well as the potential for good unit sales. These factors, in turn, can lead to higher earnings growth and greater share price appreciation.

Management  Seasoned management teams with a track record of providing superior financial results are important for a company`s long-term growth prospects. Our analysts will evaluate the depth and breadth of a company`s management experience.

Financial fundamentals  Companies should demonstrate faster earnings growth than their competitors and the market in general; high profit margins relative to competitors; strong cash flow; a healthy balance sheet with relatively low debt; and a high return on equity with a comparatively low dividend payout ratio.

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As with any mutual fund, there can be no guarantee the fund will achieve its objective. The fund`s share price may decline. Loss of money is a risk of investing in the fund.
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Well-established growth stocks can be volatile. Since growth companies usually invest a high portion of earnings in their own businesses, their stocks may lack the dividends that can help to cushion share prices in a down market. Since many investors buy these stocks for anticipated superior earnings growth, earnings disappointments often result in sharp price declines. Also, medium-sized companies may have greater volatility than larger ones.
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As with all equity funds, this fund`s share price can fall because of weakness in the broad market, a particular industry, or specific holdings. The market as a whole can decline for many reasons, including adverse political or economic developments here or abroad, changes in investor psychology, or heavy institutional selling. The prospects for an industry or company may deteriorate because of a variety of factors, including disappointing earnings or changes in the competitive environment. In addition, our assessment of companies held by the fund may prove incorrect, resulting in losses or poor performance even in a rising market. Finally, the fund`s investment approach could fall out of favor with the investing public, resulting in lagging performance versus other types of stock funds.
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Foreign stock holdings may lose value because of declining foreign currencies or adverse political or economic events overseas.
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The use of futures and options, if any, may subject the fund to additional volatility and potential losses. The use of derivatives involves risks different from, and possibly greater than, the risks associated with investing directly in the assets on which the derivatives are based. Derivatives can be highly volatile, illiquid, and difficult to value, and changes in the value of a derivative may not move in the direction anticipated by the portfolio manager. A fund could be exposed to significant losses if its counterparty becomes insolvent or if the fund is unable to close a derivatives p osition due to the lack of a liquid 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.
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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 management. Fund investments are subject to further restrictions and risks described in the Statement of Additional Information.

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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. Shareholders will receive at least 60 days` prior notice of a change in the policy requiring the fund to normally invest at least 80% of net assets in blue chip growth companies.
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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 sig nificantly 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.

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Certain investment restrictions, such as a required minimum or maximum investment in a particular type of security, are measured at the time the f und 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 the 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.
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Changes in fund holdings, fund performance, and the contribution of various investments are discussed in the shareholder reports sent to you.

Fund 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 securities 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.

Fund investments are primarily in common stocks and, to a lesser degree, other types of securities as described below.

Common and Preferred Stocks

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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 stocks, preferred stock does not ordinarily carry voting rights. While most preferred stocks pay a dividend, a fund may decide to purcha se preferred stock where the issuer has omitted, or is in danger of omitting, payment of its dividend. Such investments would be made primarily for their capital appreciation potential.
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Convertible Securities and Warrants

Investments may be made in debt or preferred equity securities convertible into, or exchangeable for, equity securities. Traditionally, convertible securities have paid dividends or interest at rates higher than common stocks but lower than nonconvertible securities. They generally participate in the appreciation or depreciation of the underlying stock into which they are convertible, but to a lesser degree than common stock. Some convertible securities combine higher or lower current inco me 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.

Foreign Securities

Investments may be m ade 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. Investing in foreign securities involves special risks that can increase the potential for losses. These include: exposure to potentially adverse local, political, and economic develop ments 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 investment s in emerging markets. The fund may purchase American Depositary Receipts (ADRs) and Global Depositary Receipts (GDRs), which are certificates evidencing ownership of shares of a foreign issuer. ADRs and GDRs trade on established markets and are alternatives to directly purchasing the underlying foreign securities in their local markets and currencies. Such investments are subject to many of the same risks associated with inves ting directly in foreign securities.

Operating policy  Fund investments in foreign securities are limited to 20% of total assets. Subject to the overall limit on fund investments in foreign securities, there is no limit on the amount of foreign investments that may be made in emerging markets.

Debt Instruments

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From time to time, the fund may invest in bonds and debt securities of any type, including municipal securities, without restrictions on quality or rating. Investments in a company also may be made through a privately negotiated note or loan, including loan assignments and participations. These investments will be made in companies, municipalities, or entities that meet fund investment criteria. Such investments may have a fixed, variable, or floating interest rate. The price of a bond or fixed rate debt security usually fluctuates with changes in interest rates, generally rising when interest rates fall and falling when interest rates rise. Investments involving below investment-grade issuers or borrowers can be more volatile and have greater risk of default than investment-grade bonds. Certain of these investments may be illiquid and holding a loan could expose the fund to the risks of being a direct lender.
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Operating policy  Fund investments in noninvestment-grade debt securities ("junk bonds") and loans are limited to 5% of total assets. Fund investments in convertible securities are not subject to this limit.

Futures and Options

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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 expo sure to changes in securities 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; and to serve as a cash management tool. Call or put options may be purchased or sold on securities, futures, and financial i ndices.
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Futures contracts and options may not always be successful hedges; their prices can be highly volatile; using them could lower fund total return; and the potential loss from the use of futures can exceed a fund`s initial investment in such contracts.


Operating policies  Initial margin deposits on futures and premiums on options used for non-hedging purposes will not exceed 5% of 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.

Hybrid Instruments

These instruments (a type of potentially high-risk derivative) can combine the characteristics of securities, futures, and options. For example, the principal amount, redemption, or conversion terms of a security could be related to the market price of some commodity, currency, securities, or securities index. Such securities may or may not bear interest or pay dividends. Under certain conditions, the redemption value of a hybrid could be zero.

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.

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Investments in Other Investment Companies
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A fund may invest in other investment companies, including open-end funds, closed-end funds, and exchange-traded funds (ETFs).
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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.
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The risks of owning another investment company are generally similar to the risks of investing directly in the securities in which it invests. However, an investment company may not achieve its investment objective or execute its investment strategy effectively, which may adve rsely affect the fund`s performance. In addition, because closed-end funds and ETFs trade on a secondary market, their shares may trade at a premium or discount to the actual net asset value of its portfolio securities and their potential lack of liquidity could result in greater volatility.
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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.
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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, 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.
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Illiquid Securities
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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 Securities and Exchange Commission (SEC). Although certain of these securities may be readily sold, 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 will be held in reserves. Fund reserve positions can consist of: 1) shares of one or both of the T. Rowe Price internal money funds; 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,


PAGE 81

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 in the timin g of new investments and can serve as a short-term defense during periods of unusual market volatility. Non-U.S. dollar reserves are subject to currency risk.

Managing Foreign Currency Risk

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Investors in foreign securities may attempt to hedge their exposure to potentially unfavorable currency changes. The primary means of doing this is through the use of forwards,  which are contracts between two counterparties to exchange one currency for another on some future date at a specified exchange rate. However, futures, swaps, and options on foreign currencies may also be used. In certain circumstances, a different currency may be substituted for the currency in which the investment is denominated, a strategy known as proxy hedging. If < font style="font-size:10.0pt;" face="Berkeley Book" color="Black">a fund were to engage in any of these foreign currency transactions, it would be primarily to protect its foreign securities from adverse currency movements relative to the U.S. dollar. Such transactions involve, among other risks, the risk that anticipated currency movements will not occur, which could reduce fund total return. There are certain markets, including many emerging markets, where it is not possible to engage in effective foreign currency hedging.
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Borrowing Money and Transferring Assets

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A fund may borrow from banks and other T. Rowe Price funds for temporary emergency purposes to facilitate redemption requests, or for other purposes consistent with fund policies as set forth in this prospectus. Such borrowings may be collateralized with fund assets, subject to restrictions.
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Fundamental policy  Borrowings may not exceed 33 1/3% of total assets.

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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 33 1/3% of total assets. A fund will not purchase additional securities when borrowings exceed 5% of total assets.
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Lending of Portfolio Securities
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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 secu rities in investments that default or do not perform as expected.

Fundamental policy  The value of loaned securities may not exceed 33 1/3% of total assets.

Portfolio Turnover

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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. The fund`s portfolio turnover rates are shown in the Financial Highlights table.
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Disclosure of Fund Portfolio Information

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The fund`s portfolio holdings are disclosed on a regular basis in its semiannual and annual reports to shareholders, and on Form N-Q, which is filed with the SEC within 60 days of the fund`s first and third fiscal quarter-end. In addition, the fund discloses its calendar quarter-end portfolio holdings on troweprice.com 15 calendar days after each quarter. Under certain cond itions, up to 5% of the 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 thes e 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 Web site for one year and the month-end money fund portfolio holdings will remain on the Web site for at least four months. The 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
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percentage of the fund`s total assets that these 10 holdings represent. Each monthly top 10 list will remain on the Web site for six months. A description of the fund`s policy and procedures with respect to the disclosure of portfolio information is in the Statement of Additional Information.
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Financial Highlights

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




Year ended December 31





















2005*


2006*


2007*


2008*


2009*











Net asset value,beginning of period
$30.73
$32.41
$35.37
$39.81
$22.75

Income From Investment Operations






Net investment income
(0.05)
(0.03)

(0.06)
(0.07)

Net gains or losses on securities (both realized and unrealized)
1.73
3.04
4.44
(17.00)
9.62

Total from investment operations
1.68
3.01
4.44
(17.06)
9.55

Less Distributions






Dividends (from net investment income)

(0.05)




Distributions (fromcapital gains)






Returns of capital






Total distributions

(0.05)




Net asset value,end of period
$32.41
$35.37
$39.81
$22.75
$32.30

Total return
5.47%
9.29%
12.55%
(42.85)%
41.98%

Ratios/Supplemental Data






Net assets, end of period(in thousands)
$44,967
$75,818
$108,487
$58,659
$88,987

Ratio of expenses to average net assets
1.29%
1.22%
1.20%
1.20%
1.21%

Ratio of net income to average net assets
(0.16)%
(0.10)%
0.00%
(0.19)%
(0.25)%

Portfolio turnover rate
43.9%
39.2%
31.5%
53.8%
60.0%

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< /div>

*Per share amounts calculated using average shares outstanding method.


PAGE 83

Investing With T. Rowe Price

Investing With T. Rowe Price 4

Account Requirements and Transaction Information

If you are purchasing fund shares through a third-party intermediary, contact the intermediary for information regarding the intermediary`s 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 Social Security or employer 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 IRS fine. If this information is not received within 60 days after the account is established, the account may be redeemed at the fund`s NAV on the redemption date.

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

Opening a New Account

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$2,500 minimum initial investment; $1,000 for retirement plans or UGMA/UTMA accounts
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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.

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When an account is opened, 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 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 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.
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T. Rowe Price will use this information to verify the identity of the person(s)/entity opening the account. An account cann ot 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.)
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Intermediaries should call Financial Institution Services for an account number, assignment to a dedicated service representative, and wire transfer instructions.
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In order to obtain an account number, the intermediary mu st supply the name, Social Security or employer identification number, and business street address for the account.

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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.
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via U.S. P ostal Service

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T. Rowe Price Financial Institution Services
P.O. Box 17300
Baltimore, MD 21297-1603
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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.


Purchasing Additional ShareS

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$100 minimum additional purchase; $50 minimum for retirement plans, Automatic Asset Builder, and UGMA/UTMA accounts
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By Wire

Intermediaries should call Financial Institution Services or access troweprice.com for wire transfer instructions.

Exchanging and redeeming ShareS< /font>

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 RequirementsExcessive and Short-Term Trading.

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.

Rights Reserved by the Funds

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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, or there is reason to believe a fraudulent transaction may occur; (7) to otherwise modify the conditions of purchase and 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 your 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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PAGE 85

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 su ch a relationship, our contracts restrict the companies` use of our customer information, prohibiting them from sharing or using it for any purposes other than those for which they were hired.

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

_______________________ ____________________________________________

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


A Statement of Additional Information for the T. Rowe Price family of funds has been fil ed with the Securities and Exchange Commission and is incorporated by reference into this prospectus. Further information about fund investments, including a review of market conditions and the manager`s recent strategies and their impact on performance, is available in the annual and semiannual shareholder reports. To obtain free copies of any of these documents, call your intermediary. These documents are available through troweprice.com.

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Fund information and Statements of Additional Information are also available from the Public Reference Room of the Securities and Exchange Commission. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-202-551-8090. 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.
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T. Rowe Price Associates, Inc.

100 East Pratt Street

Baltimore, MD 21202

1940 Act File No. 811-7059

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E493-040 5/1/10
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PAGE 87

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 contains information that is partic ular 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").

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The date of this Statement of Additional Information ("SAI") is May 1, 2010.
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T. ROWE PRICE BALANCED FUND, INC. (RPBAX)

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. (TRBCX)
T. Rowe Price Blue Chip Growth FundAdvisor Class (PABGX)
T. Rowe Price Blue Chip Growth FundR 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 FundAdvisor Class (PACLX)

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. (PRCOX)
T. Rowe Price Capital Opportunity FundAdvisor Class (PACOX)
T. Rowe Price Capital Opportunity FundR 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 FundAdvisor Class (TADGX)

T. ROWE PRICE EQUITY INCOME FUND (PRFDX)
T. Rowe Price Equity Income FundAdvisor Class (PAFDX)
T. Rowe Price Equity Income FundR Class (RRFDX)

T. ROWE PR ICE FINANCIAL SERVICES FUND, INC. (PRISX)

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC. (TRGRX)
T. Rowe Price Global Real Estate FundAdvisor 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 FundAdvisor Class (TRSAX)
T. Rowe Price Growth Stock FundR Class (RRGSX)

T. ROWE PRICE HEALTH SCIENCES FUND, INC. (PRHSX)

T. ROWE PRICE HIGH YIELD FUND, INC. (PRHYX)
T. Rowe Price High Yield FundAdvisor 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 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 L arge-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)


T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional Core Plus Fund (TICPX)
T. Rowe Price Institutional Floating Rate Fund (RPIFX)
T. Rowe Price Institutional High Yield Fund (TRHYX)

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.

T. Rowe Price Institutional Africa & Middle East Fund (TRIAX)

T. Rowe Price Institutional Emerging Markets Bond Fund (TREBX)
T. Rowe Price Institutional Emerging Markets Equity Fund (IEMFX)
T. Rowe Price Institutional Foreign 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 International Bond Fund (RPIIX)

T. ROWE PRICE INTERNATIONAL FUNDS, INC.

T. Rowe Price Africa & Middle East Fund (TRAMX)
T. Rowe Price Emerging Europe & Mediterranean Fund (TREMX)
T. Rowe Price Eme rging Markets Bond Fund (PREMX)
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 FundAdvisor Class (PAGFX)
T. Rowe Price Global Large-Cap Stock Fund (RPGEX)
T. Rowe Price Global Large-Cap Stock FundAdvisor Class (PAGLX)
T. Rowe Price Global Stock Fund (PRGSX)
T. Rowe Price Global Stock FundAdvisor Class (PAGSX)
T. Rowe Price International Bond Fund® (RPIBX)
T. Rowe Price International Bond FundAdvisor Class (PAIBX)
T. Rowe Price International Discovery Fund (PRIDX)
T. Rowe Price International Growth & Income Fund (TRIGX)
T. Rowe Price International Growth & Income FundAdvisor Class (PAIGX)
T. Rowe Price International Growth & Income FundR Class (RRIGX)
T. Rowe Price International Sto ck Fund (PRITX)
T. Rowe Price International Stock FundAdvisor Class (PAITX)
T. Rowe Price International Stock FundR 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 FundAdvisor Class (PAMCX)
T. Rowe Price Mid-Cap Growth FundR Class (RRMGX)

T. ROWE PRICE MID-CAP VALUE FUND, INC. (TRMCX)

T. Rowe Price Mid-Cap Va lue FundAdvisor Class (TAMVX)
T. Rowe Price Mid-Cap Value FundR Class (RRMVX)

T. ROWE PRICE NEW AMERICA GROWTH FUND (PRWAX)

T. Rowe Price New America Growth FundAdvisor 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 FundAdvisor Class (PANIX)
T. Rowe Price New Income FundR Class (RRNIX)


PAGE 89

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 ESTATE FUND, INC. (TRREX)

T. Rowe Price Real Estate Fund Advisor Class (PAREX)

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC. ("TRP Reserve Investment 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 RETIREMENT FUNDS, INC. ("Retirement Funds")

T. Rowe Price Retirement 2005 Fund (TRRFX)
T. Rowe Price Retirement 2005 FundAdvisor Class (PARGX)
T. Rowe Price Retirement 200 5 FundR Class (RRTLX)
T. Rowe Price Retirement 2010 Fund (TRRAX)
T. Rowe Price Retirement 2010 F undAdvisor Class (PARAX)
T. Rowe Price Retirement 2010 FundR Class (RRTAX)
T. Rowe Price Retirement 2015 Fund (TRRGX)
T. Rowe Price Retirement 2015 FundAdvisor Class (PARHX)
T. Rowe Price Retirement 2015 FundR Class (RRTMX)
T. Rowe Price Retirement 2020 Fund (TRRBX)
T. Rowe Price Retirement 2020 FundAdvisor Class (PARBX)
T. Rowe Price Retirement 2020 FundR Class (RRTBX)
T. Rowe Price Retirement 2025 Fund (TRRHX)
T. Rowe Price Retirement 2025 FundAdvisor Class (PARJX)

T. Rowe Price Retirement 2025 FundR Class (RRTNX)
T. Rowe Price Retirement 2030 Fund (TRRCX)
T. Rowe Price Retirement 2030 FundAdvisor Class (PARCX)
T. Rowe Price Retirement 2030 Fund—< /font>R Class (RRTCX)
T. Rowe Price Retirement 2035 Fund (TRRJX)
T. Rowe Price Retirement 2035 FundAdvisor Class (PARKX)
T. Rowe Price Retirement 2035 FundR Class (RRTPX)
T. Rowe Price Retirement 2040 Fund (TRRDX)
T. Rowe Price Retirement 2040 FundAdvisor Class (PARDX)
T. Rowe Price Retireme nt 2040 FundR Class (RRTDX)
T. Rowe Price Retirement 2045 Fund (TRRKX)
T. Rowe Price Retirement 2045 FundAdvisor Class (PARLX)
T. Rowe Price Retirement 2045 FundR Class (RRTRX)
T. Rowe Price Retirement 2050 Fund (TRRMX)
T. Rowe Price Retirement 2050 FundAdvisor Class (PARFX)
T. Rowe Price Retirement 2050 FundR Class (RRTFX)
T. Rowe Price Retirement 2055 Fund (TRRNX)
T. Rowe Price Retirement 2055 FundAdvisor Class (PAROX)
T. Rowe Price Retirement 2055 FundR Class RRT VX)
T. Rowe Price Retirement Income Fund (TRRIX)
T. Rowe Price Retirement Income FundAdvisor Class (PARIX)
T. Rowe Price Retirement Income FundR Class (RRTIX)

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. (PRSCX)

T. Rowe Price Science & Technology FundAdvisor Class PASTX)

T. ROWE PRICE SHORTTERM BOND FUND, INC. (PRWBX)

T. Rowe Price Short-Term Bond FundAdvisor Class (PASHX)

T. ROWE PRICE SHORTTERM INCOME FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC. (OTCFX)

T. Rowe Price Small-Cap Stock FundAdvisor Class (PASSX)

T. ROWE PRICE SMALL-CAP VALUE FUND, INC. (PRSVX)


T. Rowe Price Small-Cap Value FundAdvisor 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 FundAdvisor Class (PRSAX)

T. ROWE PRICE SUMMIT FUNDS, INC. ("Summi t 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)
T. Rowe Price Summit Municipal Income Fund (PRINX)

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC. ("Tax-Efficient Funds")

T. Rowe Price Tax-Effi cient Equity Fund (formerly the T. Rowe Price Tax-Efficient Multi-Cap

Growth 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 INCOME FUND, INC. (PRTAX)

T. Rowe Price Tax-Free Income FundAdvisor Class (PATAX)

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC. (PRFSX)

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 FundAdvisor 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 < /font>(PRULX)

U.S. Treasury Money Fund (PRTXX)

T. ROWE PRICE VALUE FUND, INC. (TRVLX)

T. Rowe Price Value FundAdvisor Class (PAVLX)

Mailing Address:
T. Rowe Price Investment Services, In c.
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, < font style="font-size:10.0pt;" face="Berkeley Book" color="Black">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 Infrastructure Fund and the Global Infrastructure FundAdvisor Class have not been in existence long enough to have complete financial statements.


PAGE 91

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.


<R>< tr bgcolor="#FFFFFF" width="0">

PART I TABLE OF CONTENTS
































Page








Page
















Management of the Funds
12

Distributor for the Funds
133
Principal Holders of Securities
78

Portfolio Transactions
136

Investment Management Agreements
111

Independent Registered Public Accounting Firm
160
Other Shareholder Services
128

Part II
161
</R>

References to the following are as indicated:

Internal Revenue Code of 1986, as amended ("Code")
Investment Company Act of 1940 ("1940 Act")
Moody`s Investors Service, Inc. ("Moody`s")
Securities Act of 1933 ("1933 Act")
Securities and Exchange Commission ("SEC")
Securities Exchange Act of 1934 ("1934 Act")
Standard & Poor`s Corporation ("S&P")
T. Rowe Price Associates, Inc. ("T. Rowe Price")
T. Rowe Price International, Inc. ("T. Rowe Price International")

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.

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, including brokers, dealers, banks, insurance companies, retirement pl an recordkeepers, and others.

TRP Government Reserve Investment, TRP Reserve Investment and Short-Term Income Funds

These funds are not available for direct purchase by members of the public.

Institutional Funds

These funds have a $1,000,000 initial investment minimum and are designed for institutional investors. Institutional invest ors typically include banks, pension plans, and trust and investment companies.

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.< td style="">June 30
< td style="">Oct 1

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 Chi p Growth FundAdvisor Class
Equity
Dec 31
Dec 31
June 30
May 1
Blue Chip Growth FundR&# 160;Class
Equity
Dec 31
Dec 31
June 30
May 1
Blue Chip Growth Portfolio
Equity
Variable Annuity
Dec 31
Dec 31
June 30
May 1
Blue Chip Growth PortfolioII
Equity
Variable Annuity
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 FundAdvisor Class
Equity
Dec 31
Dec 31
June 30
May 1
Capital Opportunity
Equity
< /td>
Dec 31
Dec 31
June 30
May 1
Capital Opportunity FundAdvisor Class
Equity
Dec 31
Dec 31
June 30
May 1
Capital Opportunity FundR 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 FundAdvisor Class
Equity
Dec 31
Dec 31< br>June 30
May 1
Emerging Europe & Mediterranean
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 Stock
International Equity
Oct 31
Oct 31
Apr 30
March 1
Equity Income
Equity
Dec 31
Dec 31
June 30
May 1
Equity Income FundAdvisor Class
Equity
Dec 31
Dec 31
June 30
May 1
Equity Income FundR Class
Equity
Dec 31
Dec 31
June 30
May 1
Equity Income Portfolio
Equity
Variable Annuity
Dec 31
Dec 31
June 30
May 1
Equity Income PortfolioII
Equity
Variable Annuity
Dec 31
Dec 31
June 30
May 1
Equity Index 500
Index Equity
Dec 31
Dec 31
June 30
May 1
Equity Index 500 Portfolio
Index Equity
Variable Annuity
Dec 31
Dec 31
June 30
May 1
European Stock
International Equity
Oct 31
Oct 31
Apr 30
March 1
< /td>
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
Georgia Tax-Free Bond
State Tax-Free Bond
Feb 28
Feb 28
Aug 30
July 1
Global Infrastructure
International Equity
Oct 31
Oct 31
Apr 30
March 1
Global Infrastructure FundAdvisor 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 FundAdvisor 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 FundAdvisor Class
Equity
Dec 31
Dec 31
June 30
May 1
Global Stock
International Equity
Oct 31
Oct 31
Apr 30
March 1
Global Stock FundAdvisor 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 FundAdvisor Class
Equity
Dec 31
Dec 31
June 30
May 1
Growth Stock FundR Class
Equity
Dec 31
Dec 31
June 30
May 1
Health Sciences
Equity
Dec 31
Dec 31
June 30
May 1
Health Sciences Portfolio
Equity
Variable Annuity
Dec 31
Dec 31
June 30
May 1
Health Sciences PortfolioII
Equity
Variable Annuity
Dec 31
Dec 31
June 30
May 1
High Yield
Taxable Bond
May 31
May 31
Nov 30
O ct 1
High Yield FundAdvisor Class
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 Core Plus
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
Institutional Foreign Equity
International Equity
Oct 31
Oct 31
Apr 30
March 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 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 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 Mid-Cap Equity Gr owth
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 FundAdvisor 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 FundAdvisor Class
International Equity
Oct 31
Oct 31
Apr 30
March 1
International Growth & Income FundR 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 FundAdvisor Class
International Equity
Oct 31
Oct 31
Apr 30
March 1
International Stock FundR Class
International Equity
Oct 31
Oct 31
Apr 30
March 1
International Stock Portfolio
International Equity Variable Annuity
Dec 31
Dec 31
June 30
May 1
Japan
International Equity
Oct 31
Oct 31
Apr 30
March 1
Latin America
International Equity
Oct 31
Oct 31
Apr 30
March 1
Limited-Term Bond Portfolio
Bond
Variable Annuity
Dec 31
Dec 31
June 30
May 1
Limited-Term Bond PortfolioII
Bond
Variable Annuity
Dec 31
Dec 31
June 30
May 1
Maryland Short-Term Tax-Fre e 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
Mid-Cap Growth
Equity
Dec 31
Dec 31
June 30
May 1
Mid-Cap Growth FundAdvisor Class
Equity
Dec 31
Dec 31
June 30
May 1
Mid-Cap Growth FundR Class
Equity
Dec 31
Dec 31
June 30
May 1
Mid-Cap Growth Portfolio
Equity
Variable Annui ty
Dec 31
Dec 31
June 30
May 1
Mid-Cap Growth PortfolioII
Equity
Variable Annuity
Dec 31
Dec 31
June 30
May 1
Mid-Cap Value
Equity
Dec 31
Dec 31
June 30
May 1
Mid-Cap Value Fund< font style="font-size:10.0pt;" face="Berkeley Book" color="Black">—Advisor Class
Equity
Dec 31
Dec 31
June 30
May 1
Mid-Cap Value FundR Class
Equity
Dec 31
Dec 31
June 30
May 1
New America Growth
Equity
Dec 31
Dec 31
May 1
New America Growth FundAdvisor Class
Equity
Dec 31
Dec 31
June 30
May 1
New America Growth Portfolio
Equity
Variable Annuity
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 Hor izons
Equity
Dec 31
Dec 31
June 30
May 1
New Income
Taxable Bond
May 31
May 31
Nov 30
Oct 1
New Income FundAdvisor Class
Taxable Bond
May 31
May 31
Nov 30
Oct 1
New Income FundR 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 Balanced Portfolio
Blended
Variable Annuity
Dec 31
Dec 31
June 30
May 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< /font>
Taxable Money
May 31
May 31
Nov 30
Oct 1
Prime Reserve Portfolio
Money
Variable Annuity
Dec 31
Dec 3 1
June 30
May 1
Real Estate
Equity
Dec 31
Dec 31
June 30
May 1
Real Estate Fund 51;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 FundAdvisor Class
Fund-of-Funds
May 31
May 31
Nov 30
Oct 1
Retirement 2005 FundR Class
Fund-of-Funds
May 31
May 31
Nov 30
Oct 1
Retirement 2010
Fund-of-Funds
May 31
May 31
Nov 30
Retirement 2010 FundAdvisor Class
Fund-of-Funds
May 31
May 31
Nov 30
Oct 1
Retirement 2010 FundR 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 FundAdvisor Class
Fund-of-Funds
May 31
May 31
Nov 30
Oct 1
Retirement 2015 FundR 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
Retirement 2020 FundAdvisor Class
Fund-of-Funds
May 31
May 31
Nov 30
Oct 1
Retirement 2020 FundR 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 FundAdvisor Class
Fund-of-Funds
May 31
May 31
Nov 30
Oct 1
Retirement 2025 FundR 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 FundAdvisor Class
Fund-of-Funds
May 31
May 31
Nov 30
Oct 1
Retirement 2030 FundR 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 FundAdvisor Class
Fund-of-Funds
May 31
May 31
Nov 30
Oct 1
Retirement 2035 FundR 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 FundAdvisor Class
Fund-of-Funds
May 31
May 31
Nov 30
Oct 1
Retirement 2040 FundR 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 FundAdvisor Class
Fund-of-Funds
May 31
May 31
Nov 30
Oct 1
Retirement 2045 FundR 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 FundAdvisor Class
Fund-of-Funds
May 31
May 31
Nov 30
Oct 1
Retirement 2050 FundR 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 FundAdvisor Class
Fund-of-Funds
May 31
May 31
Nov 30
Oct 1
Retirement 2055 FundR 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< /font>Advisor Class
Fund-of-Funds
May 31
May 31
Nov 30
Oct 1
Retirement Income FundR 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 FundAdvisor 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 FundAdvisor Class
Taxable Bond
May 31
May 31
Nov 30
Oct 1
Short-Term Income
Taxable Bond
May 31
May 31
Nov 30
Oct 1
Small-Cap Stock
Equity
Dec 31
Dec 31
June 30
May 1
Small-Cap Stock FundAdvisor 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 FundAdvisor 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 FundAdvisor 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 Intermediate 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
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 Income
Tax-Free Bond
Feb 28
Feb 28
Aug 30
July 1
Tax-Free Income FundAdvisor 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
Total Equity Market Index
Index Equity
Dec 31
Dec 31
June 30
May 1
U.S. Bond 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 FundAdvisor 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
Value
Equity
Dec 31
Dec 31
June 30< br>May 1
Value FundAdvisor 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


PAGE 93



PAGE 95



PAGE 97


Management of the Funds

<R>
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.
</R>

<R>
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 laws. At least 75% of the Board`s members are independent of T. Rowe Price and T. Rowe Price International. Each of the independent directors 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. Except as indicated, each inside director or officer has been an employee of T. Rowe Price or T. Rowe Price International for five or more years. Each Board currently has three stan ding committees, a Committee of Independent Directors, a Joint Audit Committee, and an Executive Committee, each as described in the following paragraphs.
</R>

<R>
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. 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 and T. Rowe Price International 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.
</R>

<R>
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 committee s, interacts with and reviews reports from, among others, the investment adviser or its affiliates, the funds` Chief
</R>


PAGE 99

<R>
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 Board and the Joint Audit Committee receive 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, T. Rowe Price International, and the other service providers are reasonably designed to be effective, those policies and their implementation vary among service providers, 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, T. Rowe Price International, or their affiliates or other service providers.
</R>

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 three formal meetings in 2009. The committee is chaired by the Lead Independent Director.

The Joint Audit Committee is composed of Jeremiah E. Casey, Anthony W. Deering, Theo C. Rodgers, and Mark R. Tercek, all independent directors. Theo C. Rodgers currently serves as chairman of the Joint Audit Committee. The Joint Audit Committee 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, tax, compliance, or other 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 two times in 2009.

<R>
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 took action by written consent on behalf of five funds during 2009.
</R>

<R>
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. Attribute s 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 education al 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.
</R>

<R>
Messrs. Deering, Dick and Schreiber have each served as a director of Price Funds for more than 18 years, and Messrs. Casey and Rodgers and Ms. Horn have each served as a director of Price Funds for more than 5 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 24 years of experience in the financial services industry and, for the past two years, has been the chief executive officer of a non-profit entity. 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 Board. In addition, specific experience and qualifications of
</R>


<R>
the independent directors with respect to their occupations and directorships of public companies and other investment companies are set forth in the following table.
</R>

Independent Directors(a)

<R>
<R>< td style="">Karen N. Horn
1943
125 portfolios

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
125 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)
Jeremiah E. Casey
1940
125 portfolios
Retired
National Life Insurance (2001 to 2005); NLV Financial Corporation (2004 to 2005)
Anthony W. Deering
1945
125 portfolios
Chairman, Exeter Capital, LLC, a private investment firm (2004 to present)
Under Armour (2008 to present); Vornado Real Estate Investment Trust (2004 to present); Mercantile Bankshares (2002 to 2007); Deutsche Bank North America (2004 to present)
Donald W. Dick, Jr.
1943
125 portfolios
Principal, EuroCapital Partners, LLC, an acquisition and management advisory firm (1995 to present)
None
Senior Managing Director, Brock Capital Group, and 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); Georgia Pacific (2004 to 2005); Fannie Mae (2006 to 2008)
Theo C. Rodgers
1941
125 portfolios
President, A&R Development Corporation (1977 to present)
None
John G. Schreiber
1946
125 portfolios
Owner/President, Centaur Capital Partners, Inc., a real estate investment company (1991 to present); Co-Founder and Partner, Blackstone Real Estate Advisors, L.P. (1992 to present)
None
Mark R. Tercek
1957
125 portfolios
President and Chief Executive Officer, The Nature Conservancy (2008 to present); Managing Director, The Goldman Sachs Group, Inc. (1984 to 2008)
None
</R>

</R>

<R>
(a)All information about the directors was current as of December 31, 2009, except for the number of portfolios, which is current as of the date of this SAI.
</R>


PAGE 101

Inside Directors(a)

The following persons are considered interested persons of the funds because they also serve as officers of the funds and/or T. Rowe Price or T. Rowe Price International. No more than two inside directors serve as directors of any fund.

<R>
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 earlier in 2010, and Messrs. Laporte and Rogers have served as directors of certain Price Funds since 1985 and 2006, respectively, in each case serving as members 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.
</R>

<R>

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

Edward C. Bernard
1956
125 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 Global Asset Management Limited, T. Rowe Price Global Investment Services Limited, T. Rowe Price Retirement Plan Services, Inc., T. Rowe Price Savings Bank, and T. Rowe Price Services, Inc.; Director, T. Rowe Price International, Inc.; Chief Executive Officer, Chairman of the Board, Director, and President, T. Rowe Price Trust Company
Chairman of the Board, all funds
None
Michael C. Gitlin
1970
39 portfolios
Director of Fixed Income, T. Rowe Price (2009 to Present); Global Head of Trading, T. Rowe Price (2007-2009); Head of U.S. Equity Sales, Citigroup Global Markets (2005 to 2007)
Vice President, T. Rowe Price, T. Rowe Price Global Investment Services Limited, T. Rowe Price Group, Inc., and T. Rowe Price International, Inc.
None
John H. Laporte; CFA
1945
16 portfolios
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Row e Price Trust Company
Executive Vice President, Spectrum Funds; Vice President, Diversified Small-Cap Growth Fund, Health Sciences Fund, New Horizons Fund, Personal Strategy Funds, and Retirement Funds
None
Brian C. Rogers; CFA, CIC
1955
70 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
</R>


<R>
(a)All information about the directors was current as of December 31, 2009, except for the number of portfolios and the data pertaining to Michael C. Gitlin, which are current as of the date of this SAI.
</R>

Retirement and Spectrum Funds (individually, a "Fund-of-Funds" and collectively, "Funds-of-Funds")

The management of the business and affairs of the Funds-of-Funds is the responsibility of the Board. In exercising their responsibilities , the Board, among other things, will refer to the Special Servicing Agreement and policies and guidelines included in an Application for an Exemptive Order (and accompanying Notice and Order) issued by the SEC in connection with the Spectrum Funds (and which also applies to Retirement Funds). A majority of directors of the Funds-of-Funds are independent. However, the directors and officers of the Funds-of-Funds and certain directors and officers of T. Rowe Price and T. Rowe Price International also serve in similar positions with most of the various Price Funds in which the Retirement and Spectrum Funds invest (collectively, "underlying Price funds"). Thus, if the interests of the Funds-of-Funds and the underlying Price funds were ever to become divergent, it is pos sible 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, T. Rowe Price, and T. Rowe Price International 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 < font style="font-size:10.0pt;" face="Berkeley Book" color="Black">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).< td style="">2003
< td style="text-indent:0.0pc;">Prime Reserve

Fund/Corporation/Trust


Number of
portfolios


Independent Directors





























Brody


Casey


Deering


Dick< br>

Horn


Rodgers


Schreiber


Tercek

Balanced
1
2009
2005
2001
1991
2003
2005
2001
2009
Blue Chip Growth
1
2009
2005
2001
1993
2003
2005
2001
2009
California Tax-Free Income Trust
2
2009
2006
1986
2001
2003
2005
1992
2009
Capital Appreciation
1
2009
2005
2001
1986
2003
2005
2001
2009
Capital Opportunity
1
2009
2005
2001
1994
2003
2005
2001
2009
Corporate Income
1
2009
2006
1995
2001
2003
2005
1995
2009
Diversified Mid-Cap Growth
1
2009
2005
2003
2003
2003
2005
2003
2009< br>
Diversified Small-Cap Growth
1
2009
2005
2001
1997
2003
2005
2001
2009
Dividend Growth
1
2009
2005
2001
1992
2003
2005
2001
2009
Equity Income
1
2009
2005
2001
1994
2003
2005
2001
2009
Equity Series
7
2009
2005
2001
1994
2003
2005
2001
2009
Financial Services
1
2009
2005
2001
1996
2003
2005
2001
2009
Fixed Income Series
2
2009
2006
1994
2001
2003
2005
1994
2009
Global Real Estate
1
2009
2008
2008
2008
2008
2008
2008
2009
Global Technology
1
2009
2005
2001
2000
2003
2005
2001
2009
GNMA
1
2009
2006
1985
2001
2003
2005
1992
2009
Growth & Income
1
2009
2005
2001
1982
2003
2005
2001
2009
Growth Stock
1
2009
2005
2001
1980
2003
2005
2001
2009
Health Sciences
1
2009
2005
2001
1995
2003
2005
2001
2009
High Yield
1
2009
2006
1984
2001
2003
2005
1992
2009
Index Trust
3
2009
2005
2001
1994
2003
2005
2001
2009
Inflation Protected Bond
1
2009
2006
2002
2002
2003
2005
2002
2009
Institutional Equity
6
2009
2005
2001
1996
2003
2005
2001
2009
Institutional Income
3
2009
2006
2002
2002
2003
2005
2002
2009
Institutional International
7
2009
2006
1991
1989
2003
2006
2001
2009
International
16
< /td>
2009
2006
1991
1988
2003
2006
2001
2009
International Index
1
2009< br>2006
2000
2000
2003
2006
2001
2009
International Series
1
2009
2006
1994
1994
2003
2006
2001
2009
Media & Telecommunications
1
2009
2005
2001
1997
2003
2005
2001
2009
Mid-Cap Growth
1
2009
2005
2001
1992
2003
2005
2001
2009
Mid-Cap Value
1
2009
2005
2001
1996
2005
2001
2009
New America Growth
1
2009
2005
2001
1985
2003
2005
2001
2009
New Era
1
2009
2005
2001
1994
2003
2005
2001
2009
New Horizons
1
2009
2005
2001
1994
2003
2005
2001
2009
New Income
1
2009
2006
1980
2001
2003
2005
1992
2009
Personal Strategy
3
2009
2005
2001
1994
2003
2005
2001
2009
1
2009
2006
1979
2001
2003
2005
1992
2009
Real Estate
1
2009
2005
2001
1997
2003
2005
2001
2009
TRP Res erve Investment
2
2009
2006
1997
2001
2003
2005
1997
2009
Retirement
12
2009
2005
2002
2002
2003
2005
2002
2009
Science & Technology
1
2009
2005
2001
1994
2003
2005
2001
2009
Short-Term Bond
1
2009
2006
1983
2001
2003
2005
1992
2009
Short-Term Income
1
2009
2006
2006
2006
2006
2006
2006
2009
Small-Cap Stock
1
2009
2005
2001
1992
2003
2005
2001
2009
Small-Cap Value
1
2009
2005
2001
1994
2003
2005
2001
2009
Spectrum
3
2009
2005
2001
1999
2003
2005
2001
2009
State Tax-Free Income Trust
8
2009
2006
1986
2001
2003
2005
1992
2009
Strategic Income
1
2009
2008
2008
2008
2008
2008
2008
2009
Summit
2
2009
2006
1993
2001
2003
2005
1993
2009
Summit Municipal
3
2009
2006
1993
2001
2003
2005
1993
2009
Tax-Efficient
1
2009
2005
2001
1997
2003
2005
2001
2009
Tax-Exempt Money
1
2009
2006
1983
2001
2003
2005
1992
2009
Tax-Free High Yield
1
2009
2006
1984
2001
2003
2005
1992
2009
Tax-Free Income
1
2009
2006
1983
2001
2003
2005
1992
2009
Tax-Free Short-Intermediate
1
2009
2006
1983
2001
2003
2005
1992
2009
U.S. Bond Index
1
2009
2006
2000
2001
2003
2005
2000
2009
U.S. Large-Cap Core
1
2009
2009
2009
2009
2009
2009
2009
2009
U.S. Treasury
3
2009
2006
1989
2001
2003
2005
1992
2009
Value
1
2009
2005
2001
1994
2003
2005
2001
2009


PAGE 103


< td style="">

Fund/Corporation/Trust



Number of Portfolios


Inside Directors

















Bern ard


Gitlin


Laporte


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

1994

Corporate Income
1
2006
2010


Diversified Mid-Cap Growth
1
2006

2006

Diversified Small-Cap Growth
1
2006

1997

Dividend Growth
1
2006


2006
Equity Income
1
2006


2006
Equity Series
7
2006

1994

Financial Services
1
2006


2006
Fixed Income Series
2
2006
2010


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

1995

High Yield
1
2006
2010


Index Trust
3
2006


2006
Inflation Protected Bond
1
2006
2010


Institutional Equity
6
2006
—< /font>

2006
Institutional Income
3
2006
2010


Institutional International
7
2006


2006
International
16
2006


2006
International Index
1
2006


2006
International Series
1
2006


2006
Media & Telecommunications
1
2006


2006
Mid-Cap Growth
< /td>
1
2006


2006
Mid-Cap Value
1
2006


2006
New America Growth
1
2006

1985

New Era
1
2006

2006
New Horizons
1
2006

1988

New Income
1
2006
2010


Personal Strategy
3
2006


2006
Prime Reserve
1
2006
2010


Real Estate
1
2006


2006
TRP Reserve Investment
2
2006
2010


Retirement
12
2006


2006
Science & Technology
1
2006

1988

Short-Term Bond
1
2006
2010


Short-Term Income
1
2006
2010


Small-Cap Stock
1
2006

1994

Small-Cap Value
1
2006

1994

Spectrum
3
2006


2006
State Tax-Free Income Trust
8
2006
2010


Strategic Income
1< /font>
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
1
2006
2010


U.S. Bond I ndex
1
2006
2010


U.S. Large-Cap Core
1
2009


2009
U.S. Treasury
3
2006
2010


Value
1
2006


2006


PAGE 105

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< br>

<R>

Fund


Name


Position Held
With Fund

Balanced









Edmund M. Notzon III
Richard T. Whitney
E. Frederick Bair
Wendy R. Diffenbaugh
Anna M. Dopkin
Paul A. Karpers
Robert M. Larkins
John D. Linehan
Raymond A. Mills
Larry J. Puglia
(See prec eding table for remaining officers)
President
Executive Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Blue Chip Growth














Larry J. Puglia
P. Robert Bartolo
Peter J. Bates
G. Mark Bussard
Richard de los Reyes
Shawn T. Driscoll
David J. Eiswert
Henry M. Ellenbogen
Thomas J. Huber
Joshua B. Nelson
Jason Nogueira
Timothy E. Parker
Robert W. Sharps
Taymour R. Tamaddon
(See preceding table for remaining officers)
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
California Tax-Free Income Trust
California Tax-Free Bond
California Tax-Free Money< /font>









Hugh D. McGuirk
Joseph K. Lynagh
Konstantine B. Mallas
Steven G. Brooks
G. Richard Dent
Charles E. Emrich
Alan D. Levenson
Linda A. Murphy
Timothy G. Taylor
M. Helena Condez
Chen Shao
(See preceding table for remaining officers)
President
Executive Vice President
Executive 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
Francisco Alonso
Jeffrey W. Arricale
Ryan Burgess
Mark S. Finn
Paul D. Greene II
John D. Linehan
Paul M. Massaro
Heather K. McPherson
Joseph M. Milano
Sudhir Nanda
Robert T. Quinn, Jr.
Gabriel Solomon
William J. Stromberg
Taymour R. Tamaddon
Susan G. Troll
Eric L. Veiel
Tamara P. Wiggs
(See preceding table for remaining officers)
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
Francisco Alonso
Peter J. Bates
David J. Eiswert
Ann M. Holcomb
Jennifer O`Hara Martin
Philip A. Nestico
Jason Nogueira
Timothy E. Parker
Charles G. Pepin
Robert T. Quinn, Jr.
Gabriel Solomon
Eric L. Veiel
(See preceding table for remaining officers)
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
Corporate Income











David A. Tiberii
Mark J. Vaselkiv
Steve Boothe
Steven G. Brooks
Alan D. Levenson
Michael J. McGonigle
Vernon A. Reid, Jr.
Theodore E. Robson
Edward A. Wiese
Thea N. Williams
Michael J. Grogan
(See preceding table for remaining officers)
President
Executive 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
< br>





Donald J. Peters
Donald J. Easley
Brian W.H. Berghuis
Sudhir Nanda
Philip A. Nestico
John F. Wakeman
Mark R. Weigman
(See preceding table for remaining officers)
President
Executive Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Diversified Small-Cap Growth








Sudhir Nanda
Wendy R. Diffenbaugh
Anna M. Dopkin
Donald J. Easley
John H. Laporte
Curt J. Organt
Michael T. Roberts
J. David Wagner
(See preceding table for remaining officers)
President
Vice President
Vice President
Vice President
Vice President< /font>
Vice President
Vice President
Vice President
Dividend Growth










Thomas J. Huber
Peter J. Bates
David M. Lee
Daniel Martino
Jason Nogueira
Timothy E. Parker
Robert T. Quinn, Jr.
Gabriel Solomon
William J. Stromberg
Eric L. Veiel
(See preceding table for remaining officers)
President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Equity Income











Brian C. Rogers
Jeffrey W. Arricale
Andrew M. Brooks
Mark S. Finn
David R. Giroux
Paul D. Greene II
Thomas J. Huber
John D. Linehan
Jason B. Polun
Robert T. Quinn, Jr.
Eric L. Veiel
(See preceding table for remaining officers)
President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Financial Services












Jeffrey W. Arricale
Anna M. Dopkin
Christopher T. Fortune
Ian C. McDonald
Michael J. McGonigle
Hwee Jan Ng
Jason B. Polun
Frederick A. Rizzo
Gabriel Solomon
Mitchell J.K. Todd
Eric L. Veiel
Tamara P. Wiggs
(See preceding table for remaining officers)
President
Vi ce President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Global Real Estate








David M. Lee
Nina P. Jones
Yoichiro Kai
Robert J. Marcotte
Raymond A. Mills
Eric C. Moffett
Philip A. Nestico
Marta Yago
(See preceding table for remaining officers)
President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Global Technology













David J. Eiswert
Kennard W. Allen
Christopher W. Carlson
Henry M. Ellenbogen
Daniel Flax
Robert N. Gensler
Rhett K. Hunter
Daniel Martino
Hiroaki Owaki
Joshua K. Spencer
Thomas H. Watson< font style="font-size:10.0pt;" face="Berkeley Book">
Alison Mei Ling Yip
Nalin Yogasundram
(See preceding table for remaining officers)
President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice Pr esident
Vice President
GNMA





Andrew C. McCormick
Christopher P. Brown
Keir R. Joyce
Alan D. Levenson
John D. Wells
(See preceding table for remaining officers)
President
Vice President
Vice President
Vice President
Vice President
Growth & Income










Thomas J. Huber
Francisco Alonso
Jeffrey W. Arricale
G. Mark Bussard
Shawn T. Driscoll
David R. Giroux
David M. Lee
David L. Rowlett
Gabriel Solomon
Joshua K. Spencer
(See preceding table for remaining officers)
President
Vice President
Vice Pres ident
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Growth Stock













P. Robert Bartolo
Kennard W. Allen
Henry M. Ellenbogen
Joseph B. Fath
Robert N. Gensler
Barry Henderson
Kris H. Jenner
Jason Nogueira
Larry J. Puglia
Robert W. Sharps
Robert W. Smith
Taymour R. Tamaddon
Eric L. Veiel
(See preceding table for remaining officers)
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
Health Sciences











Kris H. Jenner
G. Mark Bussard
< /font>Melissa C. Gallagher
Andrew R. Hyman
Susan J. Klein
John H. Laporte
Graham M. McPhail
Jason Nogueira
Charles G. Pepin
John C.A. Sherman
Taymour R. Tamaddon
(See preceding table for remaining officers)
President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
High Yield











Mark J. Vaselkiv
David C. Beers
Andrew M. Brooks
Justin T. Gerbereux
Paul A. Karpers
Paul M. Massaro
Michael J. McGonigle
Brian A. Rubin
Walter P. Stuart III
Thomas E. Tewksbury
Thea N. Williams
(See preceding table for remaining officers)
President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Index Tru st
Equity Index 500
Extended Equity Market Index
Total Equity Market Index



E. Frederick Bair
Ken D. Uematsu
Wendy R. Diffenbaugh
Sharon E. Janvier
Sudhir Nanda
Paul W. Wojcik
(See preceding table for remaining officers)
President
Executive Vice President
Vice President
Vice President
Vice President
Vice President
Inflation Protected Bond






Daniel O. Shackelford
Brian J. Brennan
Alan D. Levenson
Andrew C. McCormick
Dimitri V. Grechenko
Geoffrey M. Hardin
(See preceding table for remaining officers)
President
Vice President
Vice President
Vice President
Assistant 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
David R. Giroux
John D. Linehan
Gregory A. McCrickard
Larry J. Puglia
Robert W. Sharps
Ann M. Holcomb
Joseph M. Milano
J. David Wagner
John F. Wakeman
(See preceding table for remaining officers)
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
Institutional Income Funds
Institutional Core Plus
Institutional Floating Rate
Institutional High Yield< /font>















Mark J. Vaselkiv
Brian J. Brennan
Justin T. Gerbereux
Paul A. Karpers
Paul M. Massaro
Andrew M. Brooks
Michael J. Conelius
Steven C. Huber
Ian D. Kelson
Andrew C. McCormick
Michael J. McGonigle
Daniel O. Shackelford
Walter P. Stuart III
Thomas E. Tewksbury
David A. Tiberii
Thea N. Williams
David C. Beers
Brian A. Rubin
(See preceding table for remaining officers)
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
Assistant Vice President
Assistant Vice President
Institutional International Funds
Institutional Africa & Middle East
Institutional Emerging Markets Bond
Institutional Emerging Markets Equity
Institutional Foreign Equity
Institutional Global Equity
Institutional Global Large-Cap Equity
Institutional International Bond














Christopher D. Alderson
R. Scott Berg
Michael J. Conelius
Robert N. Gensler
Ian D. Kelson
Gonzalo Pangaro
Joseph Rohm
Federico Santilli
Robert W. Smith
Jeffrey W. Arricale
Mark C.J. Bickford-Smith
Richard N. Clattenburg
Mark J.T. Edwards
Henry M. Ellenbogen
M. Campbell Gun n
Kris H. Jenner
Anh Lu
Charles M. Ober
Jeffrey Rottinghaus
Robert W. Sharps
Dean Tenerelli
(See preceding table for remaining officers)
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
International Funds
Africa & Middle East
Emerging Europe & Mediterranean
Emerging Markets 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
R. Scott Berg
Jose Costa Buck
Michael J. Conelius
Robert N. Gensler
M. Campbell Gunn
Leigh Innes
Ian D. Kelson
Anh Lu
Raymond A. Mills
Gonzalo Pangaro
Joseph Rohm
Federico Santilli
Robert W. Smith
Dean Tenerelli
Justin Thomson
Ulle Adamson
Jeffrey W. Arricale
Mark C.J. Bickford-Smith
Brian J. Brennan
Archibald A. Ciganer
Richard N. Clattenburg
Richard de los Reyes
Mark J.T. Edwards
Henry M. Ellenbogen
May Foo
Benjamin Griffiths
Kris H. Jenner
Lillian Yan Li
John D. Linehan
Sebastien Mallet
Susanta Mazumdar
Inigo Mijangos
Philip A. Nestico
Hwee Jan Ng
Sridhar Nishtala
Charles M. Ober
Hiroaki Owaki
Austin Powell
Frederick A. Rizzo
Christopher J. Rothery
Jeffrey Rottinghaus
Francisco Sersale
Robert W. Sharps
John C.A. Sherman
Jonty Starbuck
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
International Funds (continued)
Africa & Middle East
Emerging Europe & Mediterranean
Emerging Markets 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
Miki Takeyama
Mitchell J.K. Todd
Verena E. Wachnitz
Hiroshi Watanabe
Christopher S. Whitehouse
Clive M. Williams
Ernest C. Yeung
Alison Mei Ling Yip
Christopher Yip
(See preceding table for remaining officers)
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
Ken D. Uematsu
Paul W. Wojcik
(See preceding table for remaining officers)
President
Executive Vice President
Vice President
Vice President
Media & Telecommunications













P. Robert Bartolo
Daniel Martino
Ulle Adamson
David J. Eiswert
Henry M. Ellenbogen
Joseph B. Fath
May Foo
Paul D. Greene II
Curt J. Organt
Robert W. Smith
Justin P. White
Christopher S. Whitehouse
Ernest C. Yeung
(See preceding table for remaining officers)
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
Mid-Cap Growth












Brian W.H. Berghuis
John F. Wakeman
Kennard W. Allen
P. Robert Bartolo
Donald J. Easley
Henry M. Ellenbogen
Kris H. Jenner
Robert J. Marcotte
Daniel Martino
Joseph M. Milano
Clark R. Shields
Taymour R. Tamaddon
(See preceding table for remaining officers)
President
Executive Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vic e President
Vice President
Mid-Cap Value








< font style="font-size:10.0pt;" face="Berkeley Book" color="Black">

David J. Wallack
Heather K. McPherson
Peter J. Bates
Christopher W. Carlson
Jonathan Chou
Henry M. Ellenbogen
Mark S. Finn
Gregory A. McCrickard
Joseph M. Milano
J. David Wagner
(See preceding table for remaining officers)
President
Executive Vice President
Vice President
< /font>Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
New America Growth












Joseph M. Milano
Francisco Alonso
Jeffrey W. Arricale
P. Robert Bartolo
Brian W.H. Berghuis
Shawn T. Driscoll
Jason Nogueira
Curt J. Organt
Robert W. Sharps
Clark R. Shields
Craig A. Thiese
Eric L. Veiel
(See preceding table for remaining officers)
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











Charles M. Ober
Ryan Burgess
Richard de los Reyes
Shawn T. Driscoll
Mark S. Finn
David M. Lee
Susanta Mazumdar
Heather K. McPherson
Timothy E. Parker
Craig A. Thiese
David J. Wallack
(See preceding table for remaining officers)
Pre sident
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
Kennard W. Allen
Francisco Alonso
Brian W.H. Berghuis
G. Mark Bussard
Christopher W. Carlson
Hugh M. Evans III
Joseph B. Fath
Kris H. Jenner
John H. Laporte
Graham M. McPhail
Joshua Nelson
Jason Nogueira
Timothy E. Parker
Clark R. Shields
Michael F. Sola
Taymour R. Tamaddon
Ashley R. Woodruff
(See preceding table for remaining officers)
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
New Income









Daniel O. Shackelford
Brian J. Brennan
Steven C. Huber
Alan D. Levenson
Andrew C. McCormick
Vernon A. Reid, Jr.
David A. Tiberii
Dimitri V. Grechenko
Michael J. Grogan
(See preceding table for remaining officers)
President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Assistant Vice President
Assistant Vice President
Personal Strategy Funds
Personal Strategy Balanced
Personal Strategy Growth
Personal Strategy Income










Edmund M. Notzon III
Christopher D. Alderson
Jerome A. Clark
Ian D. Kelson
John H. Laporte
John D. Linehan
Raymond A. Mills
Larry J. Puglia
Brian C. Rogers
Charles M. Shriver
Robert W. Smith
Mark J. Vaselkiv
Richard T. Whitney
(See preceding table for remaining officers)
President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice Pres ident
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Prime Reserve









Joseph K. Lynagh
Steve Boothe
Steven G. Brooks
G. Richard Dent
Alisa Fiumara-Yoch
Dylan Jones
Alan D. Levenson
Susan G. Troll
Edward A. Wiese
(See preceding table for remaining officers)
President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Real Estate










David M. Lee
Richard N. Clattenburg
Anna M. Dopkin
Joseph B. Fath
Thomas J. Huber
Nina P. Jones
Michael M. Lasota
Philip A. Nestico
Charles M. Ober
Theodore E. Robson
(See preceding table for remaining officers)
President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
TRP Reserve Investment Funds
TRP Government Reserve Investment
TRP Reserve Investment





Joseph K. Lynagh
Steve Boothe
Steven G. Brooks
G. Richard Dent
Alan D. Levenson
Edward A. Wiese
Dylan Jon es
(See preceding table for remaining officers)
President
Vice President
Vice President
Vice President
Vice President
Vice President
< font style="font-size:10.0pt;" face="Berkeley Book">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
Edmund M. Notzon III
Jerome A. Clark
Christopher D. Alderson
Ian D. Kelson
John H. Laporte
Wyatt A. Lee
Brian C. Rogers
Robert W. Smith
Mark J. Vaselkiv
Richard T. Whitney
(See preceding table for remaining officers)
President
Executive Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Science & Technology












Kennard W. Allen
Brian W.H. Berghuis
David J. Eiswert
Henry M. Ellenbogen
Daniel Flax
Rhett K. Hunter
< font style="font-size:10.0pt;" face="Berkeley Book">Hiroaki Owaki
Michael F. Sola
Joshua K. Spencer
Thomas H. Watson
Alison Mei Ling Yip
Nalin Yogasundram
(See preceding table for remaining officers)
Pres ident
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













Edward A. Wiese
Brian J. Brennan
Steve n G. Brooks
Charles B. Hill
Andrew C. McCormick
Cheryl A. Mickel
Vernon A. Reid, Jr.
Daniel O. Shackelford
John D. Wells
Bridget A. Ebner
Michael J. Grogan
Geoffrey M. Hardin
Keir R. Joyce
(See preceding table for remaining officers)
President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Assistant Vice President
Assistant Vice President
Assistant Vice President
Assistant Vice President
Short-Term Income













Edward A. Wiese
Brian J. Brennan
Steven G. Brooks
Jerome A. Clark
Charles B. Hill
Edmund M. Notzon III
Vernon A. Reid, Jr.
Daniel O. Shackelford
John D. Wells
Bridget A. Ebner
Michael J. Grogan
Geoffrey M. Hardin
Keir R. Joyce
(See preceding table for remaining officers)
President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Assistant Vice President
Assistant Vice President
Assistant Vice President
Assistant Vice President
Small-Cap Stock












Gregory A. McCrickard
Francisco Alonso
Preston G. Athey
Ira W. Carnahan
Hugh M. Evans III
Christopher T. Fortune
Robert J. Marcotte
Joseph M. Milano
Curt J. Organt
Michael F. Sola
J. David Wagner
Kwame C. Webb
(See preceding table for remaining officers)
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
Hugh M. Evans III
Christopher T. Fortune
Susan J. Klein
< font style="font-size:10.0pt;" face="Berkeley Book">Gregory A. McCrickard
Curt J. Organt
J. David Wagner
Kwame C. Webb
(See preceding table for remaining officers)
President
Vice President
Vice President< /font>
Vice President
Vice President
Vice President
Vice President
Vice President
Spectrum Funds
Spectrum Gro wth
Spectrum Income
Spectrum International





Edmund M. Notzon III
Christopher D. Alderson
John H. Laporte
Mark C.J. Bickford-Smith
Raymond A. Mills
Brian C. Rogers
Charles M. Shriver
Robert W. Smith
(See preceding table for remaining officers)
President
Executive Vice President
Executive 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
Jonathan M. Chirunga
G. Richard Dent
Charles E. Emrich
Kathryn A. Floyd
Marcy M. Lash
Alan D. Levenson
Linda A. Murphy
Timothy G. Taylor
M. Helena Condez
Chen Shao
(See preceding table for remaining officers)
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
Assistant Vice President
Assistant Vice President
< /td>
Strategic Income








Steven C. Huber
Michael J. Conelius
Ian D. Kelson
Andrew C. McCormick
Michael J. McGonigle
David Stanley
David A. Tiberii
Mark J. Vaselkiv
(See preceding table for remaining officers)
President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Summit Funds
Summit Cash Reserves
Summit GNMA










Edward A. Wiese
Joseph K. Lynagh
Andrew C. McCormick
Steve Boothe
Christopher P. Brown
G. Richard Dent
Alisa Fiumara-Yoch
Keir R. Joyce
Alan D. Levenson
Susan G. Troll
John D. Wells
Dylan Jones
(See preceding table for remaining officers)
President
Executive Vice President
Executive 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
R. Lee Arnold, Jr.
G. Richard Dent
Marcy M. Lash
A lan D. Levenson
James M. Murphy
Timothy G. Taylor
Edward A. Wiese
M. Helena Condez
Kathryn A. Floyd
Homero J.F. Radway
Chen Shao
(See preceding table for remaining officers)
President
Executive Vice President
Executive Vice President
Executive Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Assistant Vice President
Assistant Vice President
Assistant Vice President
Assistant Vice President
Tax-Efficient Funds
Tax-Efficient Equity





Donald J. Peters
Hugh D. McGuirk
Donald J. Easley
Charles E. Emrich
William J. Stromberg
Mark R. Weigman
(See preceding table for remaining officers)
President
Executive Vice President
Vice President
Vice President
Vice President
Vice President
Tax-Exempt Money








Joseph K. Lynagh
Steven G. Brooks
G. Richard Dent
Marcy M. Lash
Alan D. Levenson
Edward A. Wiese
M. Helena Condez
Chen Shao
(See preceding table for remaining officers)
President
Vice President
Vice President
Vice President
Vice President
Vice President
Assistant Vice President
Assistant Vice President
Tax-Free High Yield










James M. Murphy
R. Lee Arnold, Jr.G. Richard Dent
Charles B. Hill
Marcy M. Lash
Konstantine B. Mallas
Hugh D. McGuirk
M. Helena Condez
Chen Shao
Timothy G. Taylor
(See preceding table for remaining officers)
President
Executive Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Assistant Vice President
Assistant Vice President
Assistant Vice President
Tax-Free Income










Konstantine B. Mallas
R. Lee Arnold, Jr.
G. Richard Dent
Charles B. Hill
Marcy M. Lash
Hugh D. McGuirk
James M. Murphy
M. Helena Condez
Chen Shao
Timothy G. Taylor
(See preceding table for remaining officers)
President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Assistant Vice President
Assistant Vice President
Assistant Vice President
Tax-Free Short-Intermediate











Charles B. Hill
G. Richard Dent
Charles E. Emrich
Marcy M. Lash
Konstantine B. Mallas
Hugh D. McGuirk
Timothy G. Taylor
Edward A. Wiese
M. Helena Condez
Homero J.F. Radway
Chen Shao
(See preceding table for remaining officers)
Preside nt
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Assistant Vice President
Assistant Vice President
Assistant Vice President
U.S. Bond Index

Robert M. Larkins
(See preceding table for remaining officers)
President
U.S. Large-Cap Core Fund












Jeffrey Rottinghaus
Jeffrey W. Arricale
Peter J. Bates
Shawn T. Driscoll
Joseph B. Fath
Mark S. Finn
John D. Linehan
George Marzano
Jason Nogueira
Timothy E. Parker
Robert T. Quinn, Jr.
Robert W. Sharps
(See p receding table for remaining officers)
President
Vice President
Vice 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
Steve Boothe
Steven G. Brooks
G. Richard Dent
Dimitri V. Grechenko
Geoffrey M. Hardin
Alan D. Levenson
Vernon A. Reid, Jr.
Daniel O. Shackelford
Dylan Jones
(See preceding table for remaining officers)
President
Executive Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Assistant Vice President
Value












John D. Linehan
Mark S. Finn
Jeffrey W. Arricale
Peter J. Bates
Ryan Burgess
Ira W. Carnahan
David R. Giroux
Heather K. McPherson
Robert T. Quinn, Jr.
Brian C. Rogers
Eric L. Veiel
Tamara P. Wiggs
(See preceding table for remaining officers)
President
Executive Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
</R>



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<R>
Officers
</R>

<R>Vice President, Blue Chip Growth Fund, Capital Opportunity Fund, Dividend Growth Fund, Mid-Cap Value Fund, U.S. Large-Cap Core Fund, and Value Fund
< tr bgcolor="#FFFFFF" width="0">

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 Interna tional, Inc.; CFA
Vice President, International Funds and Media & Telecommunications Fund
Christopher D. Alderson, 1962
Chief Executive Officer, Director, and President, T. Rowe Price International, Inc.; Vice President, T. Rowe Price Global Investment Services Limited and T. Rowe Price Group, Inc.
President, < font style="font-size:10.0pt;" face="Berkeley Book">Institutional International Funds and International Funds; Executive Vice President, Spectrum Funds; Vice President, Personal Strategy Funds and Retirement Funds
Kennard W. Allen, 1977
Vice President, T. Rowe Price and T. Rowe Price Group, Inc.
President, Science & Technology Fund; Vice President, Capital Opportunity Fund, Global Technology Fund, Growth Stock Fund, Mid-Cap Growth Fund, and New Horizons Fund
Francisco Alonso, 1978
Vice President, T. Rowe Price and T. Rowe Price Group, Inc.
Vice President, Capital Appreciation Fund, Capital Opportunity Fund, Growth & Income Fund, New America Growth Fund, New Horizons Fund, and Small-Cap Stock Fund
R. Lee Arn old, Jr., 1970
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price International, Inc.; CFA, CPA
Executive Vice President, Tax-Free High Yield Fund; Vice President, Summit Municipal Funds and Tax-Free Income Fund
Jeffrey W. Arricale, 1971
Vice President , T. Rowe Price and T. Rowe Price Group, Inc.; CPA
President, Financial Services Fund; Vice President, Capital Appreciation Fund, Equity Income Fund, Growth & Income Fund, Institutional International Funds, International Funds, New America Growth Fund, U.S. Large-Cap Core Fund, and Value Fund
Preston G. Athey, 1949
Vice President, T. Rowe Price, T. Rowe Price Global Investment Services Limited, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA, CIC
President, Small-Cap Value Fund; Vice President, Small-Cap Stock Fund
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
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 and Media & Telecommunications Fund; Vice President, Blue Chip Growth 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
David C. Beers, 1970
Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA
Vice President, High Yield Fund; Assistant Vice President, Institutional Income 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
Mark C.J. Bickford-Smith, 1962
Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International, Inc.
Vice President, Institutional International Funds, International Funds, and Spectrum Funds
Steve Boothe, 1977
Vice President, T. Rowe Price; CFA
Vice President, Corporate Income Fund, Prime Reserve Fund, TRP Reserve Investment Funds, Summit Funds, and U.S. Treasury Funds
Brian J. Brennan, 1964
Vice President, T. Rowe Price, T. Rowe Price Global Investment Services Limited, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA
President, U.S. Treasury Funds; Executive Vice President, Institutional Income Funds; Vice President, Inflation Protected Bond Fund, International Funds, New Income Fund, Short-Term Bond Fund, and Short-Term Income Fund
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, Prime Reserve Fund, TRP Reserve Investment Funds, Short-Term Bond Fund, Short-Term Income Fund, Tax-Exempt Money Fund, and U.S. Treasury Funds
Christopher P. Brown, 1977
Assistant Vice President, T. Rowe Price
Vice President, GNMA Fund and Summit Funds
Jose Costa Buck, 1972
Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International, Inc.
Executive Vice President, Internatio nal Funds
Ryan Burgess, 1974
Vice President, T. Rowe Price; formerly intern, T. Rowe Price (to 2006); Vice President and Senior Portfolio Manager, Evergreen Private Asset Management (to 2005); CFA
Vice President, Capital Appreciation Fund, New Era Fund, and Value Fund
G. Mark Bussard, 1972
Vice President, T. Rowe Price and T. Rowe Price Group, Inc.
Vice President, Blue Chip Growth Fund, Growth & Income Fund, Health Sciences Fund, and New Horizons Fund
Christopher W. Carlson, 1967
Vice President, T. Rowe Price and T. Rowe Price Group, Inc.
Vice President, 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, Small-Cap Stock Fund and Value Fund
Jonathan M. Chirunga, 1966
Vice President, T. Rowe Price and T. Rowe Price Group, Inc.
Vice President, State Tax-Free Income Trust
Jonathan Chou, 1980
Employee, T. Rowe Price; student, Darden Graduate School of Business Administration, University of Virginia (to 2008); and Principal, Gladstone Management Corporation (to 2006)
Vice President, Mid-Cap Value Fund
Archibald A. Ciganer, 1976
Vice President, T. Rowe Price Global Investment Services Limited and T. Rowe Price Group, Inc.; formerly Senior Associate, Corporate Finance (Tokyo) (to 2005); CFA
Vice President, 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
Executive Vice President, Retirement Funds; Vice President, Personal Strategy Funds and Short-Term Income Fund
Richard N. Clattenburg, 1979
Vice President, T. Rowe Price, T. Rowe Price Global Investment Services Limited, and T. Rowe Price Group, Inc.; CFA
Vice President, Institutional International Funds, International Funds, and Real Estate Fund
M. Helena Condez, 1962
Vice President, T. Rowe Price
Assistant Vice President, California Tax-Free Income Trust, 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 J. Conelius, 1964
Vice President, T. Rowe Price, T. Rowe Price Global Investment Services Limited, T. Rowe Price Group, Inc., T. Rowe Price International, Inc., and T. Rowe Price Trust Company; CFA
Executive Vice President, Institutional International Funds and International Funds; Vice President, Institutional Income Funds and Strategic Income Fund
Richard de los Reyes, 1975
Vice President, T. < font style="font-size:10.0pt;" face="Berkeley Book">Rowe Price and T. Rowe Price Group, Inc.; formerly Analyst, Soros Fund Management (to 2006)
Vice President, Blue Chip Growth Fund, International Funds, and New Era Fund
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
Wendy R. Diffenbaugh, 1954
Vice President, T. Rowe Price
Vice President, Balanced Fund, Diversified Small-Cap Growth Fund, and Index Trust
Anna M. Dopkin, 1967
< /font>Vice President, T. Rowe Price, T. Rowe Price Group, Inc., 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, Financial Services Fund, and Real Estate Fund
Shawn T. Driscoll, 1975
Vice President, T. Rowe Price Group, Inc.; formerly Equity Research Analyst, MTB Investment Advisors (to 2006);
Vice President, Blue Chip Growth Fund, Growth & Income Fund, New America Growth Fund, New Era 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
Assistant Vice President, Short-Term Bond Fund and Short-Term Income Fund
Mark J.T. Edwards, 1957
Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International, Inc.
Vice President, Institutional International Funds and International Funds
David J. Eiswert, 1972
Vice President, T. Rowe Price, T. Rowe Price Global Investment Services Limited, and T. Rowe Price Group, Inc.; CFA
President, Global Technology Fund; Vice President, Blue Chip Growth Fund, Capital Opportunity 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, Blue Chip Growth Fund, Global Technology Fund, Growth Stock Fund, Institutional International Funds, International Funds, Media & Telecommunications Fund. Mid-Cap Growth Fund, Mid-Cap Value Fund, and Science & Technology Fund
Charles E. Emrich, 1961
Vice President, T. Rowe Price
Vice President, California Tax-Free Income Trust, State Tax-Free Income Trust, Tax-Efficient 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, New Horizons Fund, Small-Cap Stock Fund, and Small-Cap Value Fund
Joseph B. Fath, 1971
Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CPA
Vice President, Growth Stock Fund, Media & Telecommunications Fund, New Horizons Fund, Real Estate Fund, and U.S. Large-Cap Core Fund
Roger L. Fiery III, 1 959
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International, Inc., and T. Rowe Price Trust Company; CPA
Vice President, all funds
Mark S. Finn, 1963
Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA, CPA
Executive Vice President, Value Fund; Vice President, Capital Appreciation Fund, Equity Income Fund, Mid-Cap Value Fund, New Era Fund, and U.S. Large-Cap Core Fund
Alisa Fiumara-Yoch, 1974
Vice President, T. Rowe Price; CFA
Vice President, Prime Reserve Fund and Summit Funds
Daniel Flax, 1974
Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly student, Columbia Business School (to 2006); Equity Analyst/Trader, Madoff Securities International (London) (to 2004)
Vice President, Global Technology Fund and Science & Technology Fund
Kathryn A. Floyd, 1982
Vice President, T. Rowe Price
Vice President, State Tax-Free Income Trust; Assistant Vice President, Summit Municipal Funds
May Foo, 1977
Vice President, T.&# 160;Rowe Price Group, Inc. and T. Rowe Price International, Inc.; CFA
Vice President, International Funds and Media & Telecommunications Fund
Christopher T. F ortune, 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
Melissa C. Gallagher, 1974
Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; formerly European Pharmaceuticals and Biotech Analyst, Bear Stearns International Ltd. (to 2008)
Vice President, Health Sciences Fund
Robert N. Gensler, 1957
Vice President, T. Rowe Price, T Rowe Price Global Investment Services Limited, T. Rowe Price Group, Inc., and T. Rowe Price International, Inc.
Executive Vice President, Institutional International Funds and International Funds; Vice President, Global Technology Fund and Growth Stock Fund
Justin T. Gerbereux, 1975
Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA
Executive Vice President, Institutional Income Funds; Vice President, High Yield 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; Executive Vice President, Institutional Equity Funds; Vice President, Equity Income Fund, Growth & Income Fund, and Value Fund
Gregory S. Golczewski, 1966
Vice President, T. Rowe Price and T. Rowe Price Trust Company
Vice President, all funds
Dimitri V. Grechenko, 1963
Assistant Vice President, T. Rowe Price; formerly Investment Analytics Specialist, Assistant Vice President, Legg Mason Wood Walker, Inc. (to 2006); and Wealth Advisor, Legg Mason Wood Walker, Inc. (to 2005); CFA
Vice President, U.S. Treasury Funds; Assistant Vice President, Inflation Protected Bond Fund and New Income Fund
Paul D. Greene II, 1978
Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly student, Graduate School of Business, Stanford University (to 2006); Finance & Operations Analyst, ArvinMeritor, Inc. (to 2004)
Vice President, Capital Appreciation Fund, Equity Income Fund, and Media & Telecommunications Fund
Benjamin Griffiths, 1977
Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International, Inc.; formerly Investment Manager, Baillie Gifford (to 2006); CFA
Vice President, International Funds
Michael J. Grogan, 1971
Vice President, T. Rowe Price; CFA
Assistan t Vice President, Corporate Income Fund, New Income Fund, Short-Term Bond Fund, and Short-Term Income Fund
M. Campbell Gunn, 1956
Vice President, T. Rowe Price Global Investment Services Limited, T. Rowe Price Group, Inc., and T. Rowe Price International, Inc.
Executive Vice President, International Funds; Vice President, Institutional International Funds
Geoffrey M. Hardin, 1971
Vice President, T. Rowe Price; formerly Investment Analys t, Morgan Stanley`s Alternative Investment Partners Group (to 2007); Associate Portfolio Manager, Smith Breeden Associates (to 2005)
Vice President, U.S. Treasury Funds; Assistant Vice President, Inflation Protected Bond Fund, Short-Term Bond Fund, and Short-Term Income Fund
Barry H enderson, 1966
Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly Research Analyst, Soros Fund Management (to 2006)
Vice President, Growth Stock Fund
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, Short-Term Bond Fund, Short-Term Income 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; formerly partner, PricewaterhouseCoopers, LLP (to 2007); 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.; formerly chief investment officer, Maryland State Retirement Agency pension fund (to 2006); CFA, FSA
President, Strategic Income Fund; Vice President, Institutional Income Funds and New Income 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 Presid ent, Blue Chip Growth Fund, Equity Income Fund, and Real Estate Fund
Rhett K. Hunter, 1977
Vice President, T. Rowe Price; formerly student, MIT Sloan School of Management (to 2007), and Bowdoin College (to 2005)
Vice President, Global Technology Fund and Science & Technology Fund
Andrew R. Hyman, 1968
Vice President, T. Rowe Price International, Inc.; formerly Principal, L. Capital Partners (to 2007); Health Care Analyst, Columbus Circle Investors (to 2005); M.D.
Vice President, Health Sciences Fund
Leigh Innes, 1976
Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International, Inc.; CFA
Executive Vice President, International Funds
Sharon E. Janvier, 1975
Assistant Vice President, T. Rowe Price
Vice President, Index Trust
Kris H. Jenner, 1962
Vice President, T. Rowe Price, T. Rowe Price Global Investment Services Limited, and T. Rowe Price Group, Inc.; M.D., D. Phil.
President, Health Sciences Fund; Vice President, Growth Stock Fund, Institutional International Funds, International Funds, Mid-Cap Growth Fund, and New Horizons Fund
Dylan Jones, 1971
Assistant Vice Presi dent, T. Rowe Price; CFA
Vice President, Prime Reserve Fund; Assistant Vice President, TRP Reserve Investment Funds, Summit Funds, and U.S. Treasury Funds
Nina P. Jones, 1980
Employee, T. Rowe Price; formerly intern, T. Rowe Price (summer 2007); Senior Associate KPMG LLP; student, Columbia Business School; CPA
Vice President, Global Real Estate Fund and Real Estate Fund
Keir R. Joyce, 1972
Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA
Vice President, GNMA Fund and Summit Funds; As sistant Vice President, Short-Term Bond Fund and Short-Term Income Fund
Yoichiro Kai, 1973
Vice President, T. Rowe Price Global Investment Services Limited; formerly Japanese Financial/Real Estate Sector Analyst/Portfolio Manager, Citadel Investment Group, Asia Limited (to 2009); Research Analyst, Japanese Equities & Sector Fund Portfolio Manager, Fidelity Investments Japan Limited (to 2007)
Vice President, Global Real Estate Fund
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 and High Yield Fund
Ian D. Kelson, 1956
Vice President, T. Rowe Price, T. Rowe Price Global Investment Services Limited, T. Rowe Price Group, Inc., and T. Rowe Price International, Inc.
Executive Vice President, Institutional International Funds and International Funds; Vice President, Institutiona l Income Funds, Personal Strategy Funds, Retirement Funds, and Strategic Income Fund
Susan J. Klein, 1950
Vice President, T. Rowe Price
Vice President, Health Sciences Fund and Small-Cap Value 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 Index Fund; Vice President, Balanced 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
Employee, T. Rowe Price; formerly student, University of Chicago, Graduate School of Business (to 2008); associate, The Boston Consulting Group (to 2006)
Vice President, Real Estate Fund
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, and New Era Fund
Wyatt A. Lee, 1971
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA
Vice President, Retirement Funds
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, 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
Lillian Yan Li, 1979
Vice President, T. Rowe Price International, Inc.; formerly Analyst, Deutsche Bank (Hong Kong) (to 2007); CFA
Vice President, International Funds
John D. Linehan, 1965
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA
President, Value Fund; Executive Vice President, Institutional Equity Funds; Vice President, Balanced Fund, Capital Appreciation Fund, Equity Income Fund, International Funds, Personal Strategy Funds, and U.S. Large-Cap Core Fu nd
Patricia B. Lippert, 1953
Assistant Vice President, T. Rowe Price and T. Rowe Price Investment Services, Inc.
Secretary, all funds
Anh Lu, 1968
Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International, 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, Tax-Exempt Money Fund, and TRP Reserve Investment Funds; Executive Vice President, California Tax-Free Income Trust, State Tax-Free Income Trust, Summit Funds, Summit Municipal Funds, and U.S. Treasury Funds
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, Inc.
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 Sma ll-Cap Stock Fund
Jennifer O`Hara 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.; formerly Research Analyst and Co-portfolio Manager, Taurus Asset Management (to 2006), Onex Public Markets Group (to 2006), and MFS Investment Management (to 2005); CFA
Executive Vice President, Media & Telecommunications Fund; Vice President, Dividend Growth Fund, Global Technology Fund, and Mid-Cap Growth Fund
George Marzano, 1980
Assistant Vice President, T. Rowe Price
Vice President, U.S. Large-Cap Core Fund
Paul M. Massaro, 1975
Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA
Executive Vice President, Institutional Income Funds; Vice President, Capital Appreciation Fund and High Yield Fund
Susanta Mazumdar, 1968
Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International, Inc.
Vice President, International Funds and New Era Fund
Andrew C. McCormick, 1960
Vice President, T.  Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; formerly Chief Investment Officer, IMPAC Mortgage Holdings (to 2008); Senior Portfolio Manager, Avenue Capital Group (to 2006), and Senior Vice President, Portfolio Transactions, Federal National Mortgage Association (to 2005)
President, GNMA Fund; Executive Vice President, Summit Funds; Vice President, Inflation Protected Bond Fund, Institutional Income Funds, New Income Fund, Short-Term Bond Fund, and Strategic Income Fund
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; formerly Insurance Correspondent, The Wall Street Journal (to 2007); and Staff Reporter, The Wall Street Journal (2006)
Vice President, Financial Services Fund
Michael J. McGonigle, 1966
Vice President, T. Rowe Price and T. Rowe Price Group, Inc.
Vice President, Corporate Income Fund, Financial Services Fund, High Yield Fund, Institutional Income Funds, and Strategic Income Fund
Hugh D. McGuirk, 1960
Vice President, T. Rowe P rice and T. Rowe Price Group, Inc.; CFA
President, California Tax-Free Income Trust, State Tax-Free Income Trust, and Summit Municipal Funds; Executive Vice President, Tax-Efficient Funds; Vice President, Tax-Free High Yield Fund, Tax-Free Income Fund, and Tax-Free Short-Intermediate Fund
Graham M. McPhail, 1975
Employee, T. Rowe Price; formerly Analyst, The Boston Company Asset Management (to 2008); Junior Portfolio Manager, J.L. Kaplan Associates (to 2006)
Vice President, Health Sciences Fund and New Horizons 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, 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, Short-Term Bond Fund
Inigo Mijangos, 1975
Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International, Inc.
Vice President, International Funds
Joseph M. Milano, 1972
Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA
President, New America Growth Fund; Vice President, Capital Appreciation Fund, Institutional Equity Funds, Mid-Cap Growth Fund, Mid-Cap Value Fund, and Small-Cap Stock Fund
Raymond A. Mills, 1960
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International, Inc., and T. Rowe Price Trust Company; Ph.D., CFA
Executive Vice President, International Funds; Vice President, Balanced Fund, Global Real Estate Fund, Personal Strategy Funds, and Spectrum Funds
Eric C. Moffett, 1974
Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International, Inc.; formerly Analyst, Fayez Sarofim & Company (to 2007)
Vice President, Global Real Estate 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, 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 and State Tax-Free Income Trust
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 Index Trust
Joshua Nelson, 1977
Vice President, T. Rowe Price; formerly Assistant Vice President of Investment Banking, Citigroup Global Markets, Inc. (to 2005)
Vice President, Blue Chip Growth Fund and New Horizons Fund
Philip A. Nestico, 1976
Vice President, T. Rowe Price and T. Rowe Price Group, Inc.
Vice President, Capital Opportunity Fund, Diversified Mid-Cap Growth Fund , Global Real Estate Fund, International Funds, and Real Estate Fund
Hwee Jan Ng, 1966
Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International, Inc.; CFA
Vice President, Financial Services Fund and International Funds
Sridhar Nishtala, 1975
Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International, Inc.
Vice President, International Funds
Jason Nogueira, 1974
Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA
Vice President, Blue Chip Growth Fund, Capital Opportunity Fund, Dividend Growth Fund, Growth Stock Fund, Health Sciences Fund, New America Growth Fund, New Horizons Fund, and U.S. Large-Cap C ore Fund
Edmund M. Notzon III, 1945
Vice President, T. Rowe Price, T. Rowe Price Global Investment Services Limited, T. Rowe Price Group, Inc., T. Rowe Price Investment Services, Inc., and T. Rowe Price Trust Company; Ph.D., CFA
President, Balanced Fund, Personal Strategy Funds, Retirement Funds, and Spectrum Funds; Vice President, Short-Term Income Fund
Charles M. Ober, 1950
Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA
President, New Era Fund; Vice President, Institutional Inter national Funds, International Funds, and Real Estate Fund
David Oestreicher, 1967
Director and Vice President, T. Rowe Price Investment Services, Inc., T. Rowe Price Trust Company, and T. Rowe Price Services, Inc.; Vice President, T. Rowe Price, T. Rowe Price Global Asset Management Limited, T. Rowe Price Global Investment Services Limited, T. Rowe Price Group, Inc., T. Rowe Price International, Inc., and T. Rowe Price Retirement Plan Services, Inc.
Vice President, all funds
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
Hiroaki Owaki, 1962
Vice President, T. Rowe Price Global Investment Services Limited and T. Rowe Price Group, Inc.; CFA
Vice President, Global Technology Fund, International Funds, and Science & Technology Fund
Gonzalo Pangaro, 1968
Vice President, T . Rowe Price Group, Inc. and T. Rowe Price International, Inc.; CFA
Executive Vice President, Institutional International Funds and International Funds
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, Dividend Growth Fund, New Era Fund, New Horizons Fund, and U.S. Large-Cap Core 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, Equity Income Fund and Financial Services Fund
Austin Powell, 1969
Vice President, T. Rowe Price Global Investment Services Limited and T. Rowe Price Group, Inc.; CFA
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, U.S. Large-Cap Core Fund, and Value Fund
Homero J.F. Radway, 1976
Assistant Vice President, T. Rowe Price; formerly Fixed Income and Derivative Associates, Credit Suisse First Boston (to 2007)
Assistant Vice President, Summit Municipal Funds and Tax-Free Short-Intermediate Fund
Vernon A. Reid, Jr., 1954
Vice President, T. Rowe Price and T. Rowe Price Group, Inc.
Vice President, Corporate Income Fund, New Income Fund, Short-Term Bond Fund, Short-Term Income Fund, and U.S. Treasury Funds
Frederick A. Rizzo, 1969
Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International, Inc.; formerly Analyst, F&C Asset Management ( London) (to 2006); Senior Equity Analyst, Citigroup (London) (to 2004)
Vice President, Financial Services Fund and International Funds
Michael T. Roberts, 1980
Vice President, T. Rowe Price; formerly student, Brown University, and Research Analyst, Chicago Board of Options Exchange (to 2005)
Vice President, Diversified Small-Cap Growth Fund
Theodore E. Robson, 1965
Vice President, T. Rowe Price, T. Rowe Pri ce Group, Inc., and T. Rowe Price Trust Company; CFA
Vice President, Corporate Income Fund and Real Estate Fund
Joseph Rohm, 1966
Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International, Inc.
Executive Vice President, Institutional International Funds and International Funds
Chri stopher J. Rothery, 1963
Vice President, T Rowe Price Global Investment Services Limited, T. Rowe Price Group, Inc., and T . Rowe Price International, Inc.
Vice President, International Funds
Jeffrey Rottinghaus, 1970
Vice President, T. Rowe Price, T Rowe Price Global Investment Services Limited, and T. Rowe Price Group, Inc.; CPA
President, U.S. Large-Cap Core Fund; Vice President, Institutional International Funds and International Funds
David L. Rowlett, 1975
Vice President, T. Rowe Price; formerly Analyst and Portfolio Manager, Neuberger Berman (to 2008); and Investment Banking Associate, Merrill Lynch & Company (to 2005); CFA
Vice President, Growth & Income Fund
Brian A. Rubin, 1974
Vice President, T. Rowe Price and T. Rowe Price Trust Company; CPA
Vice President, High Yield Fund; Assistant Vice President, Institutional Income Funds
Federico Santilli, 1974
Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International, Inc.; CFA
Executive Vice President, Institutional International Funds and International Funds
Deborah D. Seidel, 1962
Vice President, T. Rowe Price, T. Rowe Price Investment Services, Inc., and T. Rowe Price Services, Inc.
Vice President, all funds
Francisco Sersale, 1980
Employee, T. Rowe Price; formerly Investment Analyst, Explorador Capital Management, LLC (to 2005)
Vice President, International Funds
Daniel O. Shackelford, 1958
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA
President, Inflation Protected Bond Fund and New Income Fund; Vice President, Institutional Income Funds, Short-Term Bond Fund, Short-Term Income Fund, and U.S. Treasury Funds
Chen Shao, 1980
Employee, T. Rowe Price; formerly Junior Accountant, News America Corporation, and Reconciliation Associate, Cablevision Corporation (to 2005)
Assistant Vice President, California Tax-Free Income Trust, 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
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, Inc.
Vice President, Health Sciences Fund and International Funds
Clark R. Shields, 1976
Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly student, Harvard Business School (to 2006); Associate, MDT Advisers (to 2004)
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 Global Investment Services Limited, and T. Rowe Price Group, Inc.; CFA
Vice President, Personal Strategy Funds and Spectrum Funds
Neil Smith, 1972
Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International, Inc.
Executive Vice President, International Index Fund
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
Michael F. Sola, 1969
Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA
Vice President, 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
Joshua K. Spencer, 1973
Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA
Vice President, Global Technology Fund, Growth & Income Fund, and Science< /font> & Technology Fund
David Stanley, 1963
Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International, Inc.
Vice President, Strategic Income Fund
Jonty Starbuck, 1975
Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International, Inc.; Ph.D.
Vice President, International Funds
William J. Stromberg, 1960
Director and Vice President, T. Rowe Price; Vice President, T. Rowe Price Global Investment Services, T. Rowe Price Group, Inc., T. Rowe Price International, In c., 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, High Yield Fund and Institutional Income Funds
Miki Takeyama, 1970
Vice President, T. Rowe Price Global Investment Services Limited and T. Rowe Price Group, Inc.
Vice President, International Funds
Taymour R. Tamaddon, 1976
Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA
Vice President, Blue Chip Growth Fund, Capital Appreciation Fund, Growth Stock Fund, Health Sciences Fund, Mid-Cap Growth Fund, and New Horizons Fund
Timothy G. Taylor, 1975
Vice President, T. Rowe Price; CFA
Vice President, California Tax-Free Income Trust, State Tax-Free Income Trust, Summit Municipal Funds, and Tax-Free Short-Intermediate Fund; Assistant Vice President, Tax-Free High Yield Fund and Tax-Free Income Fund
Dean Tenerelli, 1964
Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International, Inc.
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, High Yield Fund and Institutional Income Funds
Craig A. Thiese, 1975
Vice President , T. Rowe Price; formerly Equity Trader, Rydex Investments (to 2006)
Vice President, New America Growth Fund and New Era Fund
Justin Thomson, 1968
Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International, Inc.
Executive Vice President, International Funds
David A. Tiberii, 1965
Vice President, T. Rowe Price, T Rowe Price Global Investment Services Limited, and T. Rowe Price Group, Inc.; CFA
President, Corporate Income Fund; Vice President, Institutional Income Funds, New Income Fund, and Strategic Income Fund
Mitchell J.K. Todd, 1974
Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International, Inc.
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, Prime Reserve Fund, and Summit Funds
Ken D. Uematsu, 1969
Vice President, T. Rowe Price and T. Rowe Price Trust Company; CFA< /font>
Executive Vice President, Index Trust; Vice President, International Index Fund
Mark J. Vaselkiv, 1958
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International, Inc., and T. Rowe Price Trust Company
President, High Yield Fund and Institutional Income Funds; Executive Vice President, Corporate Income Fund; Vice President, Personal < /font>Strategy Funds, Retirement Funds, and Strategic Income Fund
Eric L. Veiel, 1972
Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA
Vice Presid ent, Capital Appreciation Fund, Capital Opportunity Fund, Dividend Growth Fund, Equity Income Fund, Financial Services Fund, Growth Stock Fund, New America Growth Fund, and Value Fund
Verena E. Wachnitz, 1978
Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International, Inc.; CFA
Vice President, International Funds
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, 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, New Era Fund
Julie L. Waples, 1970
Vice President, T. Rowe Price
Vice President, all funds
Hiroshi Watanabe, 1975
Vice President, T. Rowe Price Global Investment Services Limited and T. Rowe Price Group, Inc.; formerly Deputy Director, Space Industry Office, Manufacturing Industries Bureau (to 2006); Assistant Manager, Gas Safety Division, Nuclear and Industrial Safety Agency (to 2003); CFA
Vice President, International Funds
Thomas H. Watson, 1977
Vice President, T. Rowe Price; formerly Strategy Analyst, Forrester Research (to 2005)
Vice President, Global Technology Fund and Science & Technology Fund
Kwame C. Webb, 1982
Vice President, T. Rowe Price and T. Rowe Price Group, Inc.
Vice President, Small-Cap Stock Fund and Small-Cap Value 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, Diversified Mid-Cap Growth Fund and 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, Short-Term Bond Fund, Short-Term Income Fund, and Summit Funds
Justin P. White, 1981
Employee, T. Rowe Price; formerly student, Tuck School of Business at Dartmouth (to 2008); and Senior Analyst, Analysis Group (to 2006)
Vice President, Media & Telecommunications Fund
Christopher S. Whitehouse, 1972
Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International, Inc.
Vice President, International Funds and Media & Telecommunications Fund
Richard T. Whitney, 1958
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International, Inc., and T. Rowe Price Trust Company; CFA
Executive Vice President, Balanced Fund; Vice President, Personal Strategy Funds and Retirement Funds
Edward A. Wiese, 1959
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; Chief Investment Officer, Director, and Vice President, T. Rowe Price Savings Bank; CFA
President, Short-Term Bond Fund, Short-Term Income Fund, and Summit Funds; Vice President, Corporate Income Fund, Prime Reserve Fund, TRP Reserve Investment Funds, Summit Municipal Funds, Tax-Exempt Money Fund, and Tax-Free Short-Intermediate Fund
Tamara P. Wiggs, 1979
Vice President, T. Rowe Price; formerly Vice President, Institutional Equity Trading, Merrill Lynch & Co., Inc. (to 2007)
Vice President, Capital Appreciation Fund, Financial Services Fund, and Value Fund
Clive M. Williams, 1966
Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International, Inc.
Vice President, International Funds
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, High Yield Fund, and Institutional Income Funds
Paul W. Wojcik, 1970
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA
Vice President, Index Trust and International Index Fund
Ashley R. Woodruff, 1979
Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly Senior Vice President and Senior Restaurants Analyst, Friedman, Billings, Ramsey & Co. (to 2006); CFA
Vice President, New Horizons Fund
Marta Yago, 1977
Vice President, T. Rowe Price International, Inc.; formerly a student, Columbia Business School (to 2007); Senior Associate, Fixed Income Division, Citigroup Investment Banking (to 2005)
Vice President, Global Real Estate Fund
Ernest C. Yeung, 1979
Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International, Inc.; CFA
Vice President, International Funds and Media & Telecommunications Fund
Alison Mei Ling Yip, 1966
Vice President, T. Rowe Price Group, Inc. and T.  Rowe Price International, Inc.; formerly Analyst, Credit Suisse First Boston (to 2006)
Vice President, Global Technology Fund, International Funds, and Science & Technology Fund
Christopher Yip, 1975
Vic e President, T. Rowe Price Group, Inc. and T. Rowe Price International, Inc.; CFA
Vice President, International Funds
Nalin Yogasundram, 1975
Vice President, T. Rowe Price; formerly Equity Analyst Intern, American Century Investments (to 2006); Project Lead, Ceterus Networks (to 2005); Project Lead, Mahi Networks, (to 2004)
Vice President, Global Technology Fund and Science & Technology Fund
< ;/R>



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Directors` Compensation

The following table shows remuneration paid by the funds to the independent directors. The independent directors are paid $210,000 for their service on the Boards. A director serving on the Joint Audit Committee receives an additional $7,500 for his/her service and the chairman of the Joint Audit Committee receives an additional $15,000 for his/her service. The Lead Independent Director receives an additional $100,000 for serving in this capacity. Any director of the fund who is an officer or employee of T. Rowe Price or T. Rowe Price International (inside directors) does not receive any remuneration from the funds. Th e funds do not pay pension or retirement benefits to any of their directors or officers.

The following table shows the total compensation from the funds paid to the directors for the calendar year 2009:

Directors


Total Compensation

Brody
$210,000
Casey
217,500
Deering (Lead)
317,500
Dick
210,000
Horn
210,000
Rodgers
225,000
Schreiber
210,000
Tercek
217,500

The following table shows the amounts paid to the directors by each fund based on accrued compensation for the calendar year 2009:3,811

Fund


Aggregate Compensation From Fund


























Brody


Casey


Deering


Dick


Horn


Rodgers


Schreiber


Tercek

Africa & Middle East
$116
$805
$1,162
$777
$815
$807
$777
$569
Balanced
332
2,008
2,903
1,939
2, 031
2,014
1,939
1,478
Blue Chip Growth
867
5,604
8,101
5,411
5,668
5,621
5,411
4,201
California Tax-Free Bond
125
876
1,264
845
887
878
845
623
California Tax-Free Money
105
764
1,102
737
774
766
737
538
Capital Appreciation
867
5,165
7,468
4,987
5,222
5,180
4,987
3,856
Capital Opportunity
117
807
1,166
779
818
810
779
574
Corporate Income
145
941
1,360
909
953
944
909
687
Diversified Mid-Cap Growth
105
738
1,066
713
748
740
713
522
Diversified Small-Cap Growth
103
728
1,051
703
738
730
703
514
Dividend Growth
183
1,144
1,654
1,105
1,158
1,148
1,105
833
Emerging Europe & Mediterranean
158
947
1,369
914
957
949
914
694
Emerging Markets Bond
243
1,242
1,799
1,199
1,252
1,245
1,199
946
Emerging Markets Stock
512
2,600
3,767
2,510
2,621
2,608
2,510
2,022
Equity Income
867
6,221
8,982
6,007
6,304
6,239
6,007
4,373
Equity Index 500
867
5,669
8,194
5,474
5,733
5,686
5,474
4,267
European Stock
164
1,046
1,512
1,010
1,059
1,049
1,010
755
Extended Equity Market Index
124
843
1,218
814
854
846
814
600
Financial Services
129
865
1,249
835
875
867
835
619
Georgia Tax-Free Bond
111
775
1,119
748
785
777
748
549
Global Infrastructure(a)
4,583
4,583
4,583
4,583
4,583
4,583
4,583
4,583
Global Large-Cap Stock
99
703
1,015
679
712
705
679
496
Global Real Estate
98
697
1,007
673
707
699
673
491
Global Stock
166
1,069
1,545
1,032
1,082
1,072
1,032
774
Global Technology
116
775
1,120
749
785
777
749
555
GNMA
232
1,532
2,213
1,479
1,552
1,536
1,479
1,114
TRP Government Reserve Investment
202
1,248
1,803
1,205
1,262
1,251
1,205
907
Growth & Income
189
1,214
1,754
1,172
1,229
1,217
1,172
878
Growth Stock
867
6,221
8,982
6,007
6,304
6,239
6,007
4,373
Health Sciences
279
1,757
2,540
1,697
1,778
1,762
1,697
1,280
High Yield
697
3,947
5,710
3,811
3,987
3,958
3,031
Inflation Protected Bond
122
844
1,219
815
855
846
815
602
Institutional Africa & Middle East
103
723
1,044
698
733
725
698
512
Institutional Core Plus
105
744
1,075
719
754
746
719
525
Institutional Emerging Markets Bond
110
733
1,059
708
742
735
708
524
Institutional Emerging Markets Equity
135
870
1,257
840
880
873
840
628
Institutional Floating Rate
163
1,098
1,585
1,060
1,112
1,101
1,060
789
Institutional Foreign Equity
102
721
1,042
697
731
723
697
509
Institutional Global Equity
113
776
1,121
749
786
778
749
553
Institutional Global Large-Cap Equity
98
697
1,006
673
706
699
673
491
Institutional High Yield
208
1,213
1,754
1,171
1,226
1,216
1,171
910
Institutional International Bond
106
735
1,062
710
745
737
710
522
Institutional Large-Cap Core Growth
108
751
1,084
725
760
753
725
532
Institutional Large-Cap Growth
234
1,397
2,020
1,349
1,412
1,401
1,349
1,037
Institutional Large-Cap Value
128
865
1,249
835
876
867
835
618
Institutional Mid-Cap Equity Growth
140
918
1,326
886
929
920
886
659
Institutional Small-Cap Stock
122
837
1,209
809
848
840
809
593
Institutional U.S. Structured Research
110
763
1,101
736
772
765
736
541
International Bond
432
2,355
3,407
2,273
2,377
2,361
2,273
1,752
International Discovery
295
1,640
2,373
1,583
1,656
1,645
1,583
1,230
International Equity Index
135
899
1,299
868
910
902
868
644
International
Growth & Income
363
2,066
2,989
1,995
2,087
2,072
1,995
1,555
International Stock
617
3,364
4,869
3,248
3,396
3,374
3,248
2,564
Japan
115
821
1,185
792
832
823
792
575
Latin America
353
1,802
2,610
1,740
1,816
1,807
1,740
1,383
Maryland Short-Term Tax-Free Bond
119
820
1,184
792
830
822
792
585
Maryland Tax-Free Bond
248
1,591
2,299
1,536
1,611< br>1,595
1,536
1,167
Maryland Tax-Free Money
113
817
1,180
789
829
820
789
577
Media & Telecommunications
227
1,342
1,941
1,296
1,357
1,346
1,296< /font>
994
Mid-Cap Growth
867
6,119
8,836
5,908
6,198
6,137
5,908
4,373
Mid-Cap Value
727
3,881
5,619
3,748
3,916
3,893
3,748
2,961
New America Growth
171
1,077
1,556
1,040
1,089
1,080
1,040
789
New Asia
447
2,225
3,225
2,148
2,240
2,232
2,148
1,739
New Era
548
2,991
4,328
2,88 8
3,021
3,000
2,888
2,269
New Horizons
586
3,376
4,884
3,260
3,411
3,386
3,260
2,536
New Income
867
5,074
7.337
4,899
5,131
5,088
4,899
3,777
New Jersey Tax-Free Bond
118
823
1,188
794
833
825
794
584
New York Tax-Free Bond
126
868
1,254
838
880
871
838
619
New York Tax-Free Money
107
775
1,119
749
786
777
749
546
Overseas Stock
277
1,623
2,347
1,567
1,640
1,628
1,567
1,215
Personal Strategy Balanced
220
1,377
1,990
1,330
1,394
1,381
1,330
1,003
Personal Strategy Growth
190
1,199
1,733
1,158
1,214
1,203
1,158
873
Personal Strategy Income
169
1,097
1,585
1,060
1,111
1,100
1,060
792
Prime Reserve
624
4,508
6,504
4,353
4,574
4,520
4,353
3,251
Real Estate
290
1,666
2,411
1,609
1,683
1,671
1,609
1,226
TRP Reserve Investment
867
5,735
8,288
5,537
5,801
5,752
5,537
4,357
Retirement 2005
178
1,149
1,660
1,109
1,163
1,152
1,109
833
Retirement 2010
526
3,077
4,449
2,971
3,110
3,086
2,971
2,294
Retirement 2015
466
2,639
3,818
2,548
2,666
2,647
2,548
1,985
Retirement 2020
867
4,798
6,943
4,632
4,844
4,812
4,632
3,669
Retirement 2025
470
2,564
3,711
2,4752,588
2,571
2,475
1,953
Retirement 2030
711
3,741
5,417
3,612
3,774
3,7 53
3,612
2,888
Retirement 2035
331
1,819
2,632
1,756
1,836
1,824
1,756
1,382
Retirement 2040
473
2,489
3,605
2,404
2,511
2,497
2,404
1,923
Retirement 2045
203
1,181
1,708
1,140
1,193
1,184
1,140
884
Retirement 2050
142
878
1,270
848
888
881
848
644
Retirement 2055
107
739
1,067
714
749
741
714
525
Retirement Income
243
1,492
2,157
1,441
1,509
1,496
1,441
1,098
Science & Technology
341
1,949
2,820
1,882
1,969
1,955
1,882
1,481
Short-Term Bond
435
2,199
3,184
2,123
2,217
2,205
2,123
1,691
Short-Term Income
250
1,483
2,144
1,432
1,499
1,487
1,432
1,087
Small-Cap Stock
541
3,092
4,472
2,985
3,124
3,101
2,985
2,314
Small-Cap Value
579
3,271
4,733
3,158
3,303
3,281
3,158
2,457
Spectrum Growth
354
2,082
3,011
2,010
2,105
2,088
2,010
1,543
Spectrum Income
580
3,489
5,043
3,368
3,529
3,498
3,368
2,584
Spectrum International
140
901
1,302
870
911
903
870
651
Strategic Income
107
734
1,061
709
744
737
709
523
Summit Cash Reserves
635
4,416
6,374
4,264
4,478
4,428
4,264
3,193
Summit GNMA
111
774
1,117
747
784
776
747
551
Summit Municipal Income
133
902
1,303
871
914
905
871
644
Summit Municipal Intermediate
194
1,228
1,775
1,186
1,243
1,232
1,186
895
Summit Municipal Money Market
121
871
1,257
841
883
873
841
615
Tax-Efficient Equity
103
713
1,030
689
722
715
689
504
Tax-Exempt Money
181
1,279
1,846
1,235
1,297
1,283
1,235
916
Tax-Free High Yield
247
1,517
2,193
1,465
1,535
1,521
1,465
1,126
Tax-Free Income
293
1,825
2,638
1,762
1,847
1,830
1,762
1,349
Tax-Free Short-Intermediate
187
1,139
1,646
1,100
1,152
1,142
1,100
837
Total Equity Market Index
137
917
1,324
885
928
919
885
656
U.S. Bond Index
136
914
1,321
883
926
917
883
657
U.S. Large-Cap Core(b)
98
329
481
317
325
331
317
325
U.S. Treasury Intermediate
145
1,050
1,515
1,014
1,065
1,053
1,014
738
U.S. Treasury Long-Term
121
884
1,275
853
896
886
853
617
U.S. Treasury Money
265
1,927
2,781
1,861
1,955
1,932
1,861
1,383
Value
867
4,859
7,032
4,692
4,906
4,874
4,692
3,707
Virginia Tax-Free Bond
162
1,075
1,554
1,038
1,089
1,078
1,038
778



PAGE 141



PAGE 143

(a)Estimated for the period January 28, 2010, through December 31, 2010.

(b)For the period June 27, 2009, through December 31, 2009.


Directors` Holdings in the Price Funds

<R>
The following tables set forth the Price Fund holdings of the independent and inside directors, as of December 31, 2009, unless otherwise indi cated.
</R>

<R>None
< td style="">None
< td style="">None

Aggregate Holdings,
All Funds


Independent Directors


























Brody

Casey


Deering


Dick


Horn


Rodgers


Schreiber


Tercek





None


over $100,000


over $100,000


over $100,000


over $100,000


over $100,000


over $100,000


None

Africa & Middle East
None
None
None
None
None
$10,001-$50,000
None
None
Balanced
None
None
None
None
None
None
None
None
Blue Chip Growth
None
over
$100,000
None
$10,001-$50,000
$50,000-4100,000
None
over $100,000
None
Blue Chip Growth FundAdvisor Class
None
None
None
None
None
None
None
None
Blue Chip Growth Fund
R Class
None
None
None
None
None
None
None
None
Blue Chip Growth Portfolio
None
None
None
None
None
None
None
None
Blue Chip Growth PortfolioII
None
None
None
None
None
None
None
None
California Tax-Free Bond
None
None
None
None
None
None
None
None
California Tax-Free Money
None
None
None
None
None
None
None
None
Capital Appreciation
None
None
None
over $100,000
None
over $100,000
None
None
Capital Appreciation FundAdvisor Class
None
None
None
None
None
None
None
None
Capital Opportunity
None
$50,001-$100,000
None
None
None
None
None
None
Capital Opportunity FundAdvisor Class
None
None
None
None
None
None
None
None
Capital Opportunity FundR Class
None
None
None
None
None
None
None
None
Corporate Income
None
over
$100,000
None
$50,001-$100,000
None
None
None
None
Diversified Mid-Cap Growth
None
None
None
None
None
$10,001-$50,000
None
None
Diversified Small-Cap Growth
None
None
None
None
None
None
None
None
Dividend Growth
None
None
None
None
None
None
None
None
Dividend Growth FundAdvisor Class
None
None
None
None
None
None
None
None
Emerging Europe & Mediterranean
None
None
None
None
None
None
None
None
Emerging Markets Bond
None
None
None
None
None
over
$100,000
None
None
Emerging Markets Stock
None
$10,001-$50,000
over $100,000
None
None
$50,001-$100,000
None
None
Equity Income
None
$50,001-$100,000
over $100,000
$50,001-$100,000
None
None
None
None
Equity Income FundAdvisor Class
None
None
None
None
None
None
None
None
Equity Income Fund
R Class
None
NoneNone
None
None
None
None
None
Equity Income Portfolio
None
None
None
No ne
None
None
None
None
Equity Income PortfolioII
None
None
None
None
None
None
None
None
Equity Index 500
None
None
None
None
None
Non e
None
None
Equity Index 500 Portfolio
None
None
None
None
None
None
None
None
European Stock
None
None
None
None
None
None
None
None
Exte nded Equity Market Index
None
None
None
None
None
$10,001-$50,000
None
None
Financial Servi ces
None
None
None
$10,001-$50,000
None
None
None
None
Georgia Tax-Free Bond
None
None
None
None
None
None
None
None
Global Large-Cap Stock
None
None
None
None
None
None
None
None
Global Large-Cap Stock FundAdvisor Class
None
None
None
None
None
None
None
None
Global Real Estate
None
None
None
None
None
None
None
None
Global Real Estate FundAdvisor Class
None
None
None
None
None
None
None
None
Global Stock
None
None
over $100,000
$50,001-$100,000
None
None
None
None
Global Stock FundAdvisor Class
None
None
None
None
None
None
None
None
Global Technology
None
None
None
None
None
None
None
None
GNMA
None
None
None
None
None
None
over $100,000
None
TRP Government Reserve Investment
None
None
None
None
None
None
None
None
< /td>
Growth & Income
None
None
None
$1-$10,000
None
None
over $100,000
None
Growth Stock
None
None
None
over
$100,000
None
None
None
None
Growth Stock FundAdvisor Class
None
None
None
None
None
None
None
None
Growth Stock Fund
R Class
None
None
None
None
None
None
None
None
Health Sciences
None
None
None
$10,001-$50,000
None
None
None
None
Health Sciences Portfolio
None
None
None
None
None
None
None
None
Health Sciences PortfolioII
None
None
None
None
None
None
None
None
High Yield
None
over
$100,000
None
$50,001-$100,000
None
$10,001-$50,000
over $100,000
None
High Yield FundAdvisor Class
None
None
None
None
None
None
None
None
Inflation Protected Bond
None
None
None
$50,001-$100,000
None
None
None< br>None
Institutional Africa & Middle East
None
None
None
None
None
None
None
Institutional Core Plus
None
None
None
None
None
None
None
None
Institutional Emerging Markets Bond
None
None
None
None
None
None
None
None< br>
Institutional Emerging Markets Equity
None
None
None
None
None
None
None
None
Institutional Floating Rate
None
None
None
None
None
None
None
None
Institutional Foreign Equity
None
None
None
None
None
None
None
None
Institutional Global Equity
None
None
None
None
None
None
None
None
Institutional Global Large-Cap Equity
None
None
None
None
None
None
None
None
Institutional High Yield
None
None
None
None
None
None
None
None
Institutional International Bond
None
None
None
None
None
None
None
None
Institutional Large-Cap Core Growth
None
None
None
None
None
None
None
None
Institutional Large-Cap Growth
None
None
None
None
None
None
None
None
Institutional Large-Cap Value
None
None
None
None
None
None
None
None
Institutional Mid-Cap Equity Growth
None
None
None
None
None
None
None
None
Institutional Small-Cap Stock
None
None
None
None
None
None
None
None
Institutional U.S. Structured Research
None
None
None
None
None
None
None
None
International Bond
None
None
None
$50,001-$100,000
None
None
None
None
International Bond FundAdvisor Class
None
None
None
None
None
None
None
None
International Discovery
None
$10,001-$50,000
None
None
None
None
None
None
International Equity Index
None
None
None
None
None
None
None
None
International Growth & Income
None
None
None
None
None
None
None
None
International Growth & Income FundAdvisor Class
None
None
None
None
None
None
None
None
International Growth & Income FundR Class
None
None
None
None
None
None
None
None
International Stock
None
None
None
None
None
None
None
None
International Stock Fund 1;Advisor Class
None
None
None
None
None
None
None
None
International Stock Fund
R Class
None
None
None
None
None
None
None
None
International Stock Portfolio
None
None
None
None
None
None
None
None
Japan
None
None
None
None
None
None
over $100,000
None
Latin America
None
None
None
None
None
over $100,000
None
None
Limited-Term Bond Portfolio
None
None
None
None
None
None
None
None
Limited-Term Bond PortfolioII
None
None
None
None
None
None
None
None
Maryland Short-Term
Tax-Free Bond
None
None
None
None
None
None
None
None
Maryland Tax-Free Bond
None
None
None
None
None
None
None
None
Maryland Tax-Free Money
None
None
None
None
None
None
None
None
Media & Telecommunications
None
$10,001-$50,000
None
None
None
None
None
None
Mid-Cap Growth
None
None
None
None
None
None
None
None
Mid-Cap Growth FundAdvisor Class
None
None
None
None
None
None
None
None
Mid-Cap Growth Fund
R Class
None
None
None
None
None
None
None
None
Mid-Cap Growth Portfolio
None
None
None
None
None
None
None
None
Mid-Cap Growth
PortfolioII
None
None
None
None
None
None
None
None
Mid-Cap Value
None
None
None
None
None
None
None
None
Mid-Cap Value FundAdvisor Class
None
None
None
None
None
None
None
None
Mid-Cap Value Fund
R Class
None
None
None
None
None
None
None
None
New America Growth
None
None
None
None
None
$10,001-$50,000
None
None
New America Growth FundAdvisor Class
None
None
None
None
None
None
None
None
New America Growth Portfolio
None
None
None
None
None
None
None
None
New Asia
None
None
None
None
None
None
None
None
New Era
None
None
None
None
None
$50,001-$100,000
None
None
New Horizons
None
over $100,000
None
None
None
None
None
None
New Income
None
over $100,000
None
over $100,000
None
None
over $100,000
None
New Income FundAdvisor Class
None
None
None
None
None
None
None
None
New Income Fun d
R Class
None
None
None
None
None
None
None
None
New Jersey Tax-Free Bond
None
None
None
None
None
None
None
None
New York Tax-Free Bond
None
None
None
None
None
None
None
None
New York Tax-Free Money
None
None
None
None
None
None
None
None
Overseas Stock
None
None
None
None
None
None
None
None
Personal Strategy Balanced
None
None
None
None
None
None
None
None
Personal Strategy Balanced Portfolio
None
None
None
None
None
None
None
None
Personal Strategy Growth
None
None
None
None
None
None
None
None
Personal Strategy Income
None
None
None
None
None
None
None
None
Prime Reserve
None
None
None
$1-$10,000
None
over $100,000
$10,001-$50,000
None
Prime Reserve Portfolio
None
None
None
None
None
None
None
None
Real Estate
None
$50,001-$100, 000
None
None
None
None
None
None
Real Estate FundAdvisor Class
None
None
None
None
None
None
None
None
TRP Reserve Investment
None
None
< /td>
None
None
None
None
None
None
Retirement 2005
None
None
None
NoneNone
None
None
None
Retirement 2005 FundAdvisor Class
None
None
None
None
None
None
None
None
Retirement 2005 Fund
R Class
None
None
None
None
None
None
None
None
Retirement 2010
None
None
None
None
None
None
None
None
Retirement 2010 FundAdvisor Cl ass
None
None
None
None
None
None
None
None
Retirement 2010 Fund
R Class
None
None
None
None
None
None
None
None
Retirement 2015
None
None
None
None
over $100,000
None
None
None
Retirement 2015 FundAdvisor Class
None
None
None
None
None
None
None
None
Retirement 2015 Fund
R Class
None
None
None
None
None
None
None
None
Retirement 2020
None
None
None
None
$50,001-$100,000
None
None
None
Retirement 2020 FundAdvisor Class
None
None
None
None
None
None
None
None
Retirement 2020 Fund
R Class
None
None
None
None
None
None
None
None
Retirement 2025
None
None
None
None
None
None
None
None
Retirement 2025 FundAdvisor Class
None
None
None
None
None
None
< /td>
None
None
Retirement 2025 Fund
R Class
None
None
None
None
None
None
None
None
Retirement 2030
None
None
None
None
None
None
None
None
Retirement 2030 FundAdvisor Class
None
None
None
None
None
None
None
None
Retirement 2030 Fund
R Class
None
None
None
None
None
None
None
None
Retirement 2035
None
None
None
None
None
None
None
None
Retirement 2035 FundAdvisor Class
None
None
None
None
None
None
None
None
Retirement 2035 Fund
R Class
None
None
None
None
None
None
None
None
Retirement 2040
None
None
None
None
None
None
None
None
Retirement 2040 FundAdvisor Class
None
None
None
None
None
None
None
None
Retirement 2040 Fund
R Class
None
None
None
None
None
None
None
None
Retirement 2045
None
None
None
None
None
None
None
None
Retirement 2045 FundAdvisor Class
None
None
None
None
None
None
None
None
Retirement 2045 Fund
R Class
None
None
None
None
None
None
None
None
Retirement 2050
None
None
None
None
None
None
None
None
Retirement 2050 FundAdvisor Class
None
None
None
None
None
None
None
None
Retirement 2050 Fund
R Class
None
None
None
None
None
None
None
None
Retirement 2055
None
None
None
None
None
None
None
None
Retirement 2055 FundAdvisor Class
None
None
None
None
None
None
None
None
Retirement 2055 Fund
R Class
None
None
None
None
None
None
None
None
Retirement Income
None
None
None
None
None
None
None
None
Retirement Income FundAdvisor Class
None
None
None
None
None
None
None
None
Retirement Income Fund
R Class
None
None
None
None
None
None
None
None
Science & Technology

None
None
None
None
$50,001-$100,000
None
None
Science & Technology FundAdvisor Class
None
None
None
None
None
None
None
None
Short-Term Bond
None
over $100,000
None
$50,001-$100,000
None
None
over $100,000
None
Short-Term Bond FundAdvisor Class
None
None
None
None
None
None
None
Short-Term Income
None
None
None
None
None
< /td>
None
None
None
Small-Cap Stock
None
None
None
None
None
None
NoneNone
Small-Cap Stock FundAdvisor Class
None
None
None
None
None
None
None
None
Small-Cap Value
None
None
None
None
None
None
None
None
Small-Cap Value FundAdvisor Class
None
None
None
None
None
None
None
None
Spectrum Growth
None
None
None
None
None
$10,001-$50,000
None
None
Spectrum Income
None
None
None
over $100,000
None
None
None
None
Spectrum International
None
None
None
None
None
None
None
None
Strategic Income
None
None
None
None
None
None
None
None
Strategic Income FundAdvisor Class
None
None
None
None
None
None
None
None
Summit Cash Reserves
None
None
None
over $100,000
$10,001-$50,000
None
$1-$10,000
None
Summit GNMA
None
None
None
over $100,000
None
None
None
None
Summit Municipal Income
None
None
None
None
None
None
over $100,000
None
Summit Municipal Intermediate
None
None
None
None
None
None
over $100,000
None
Summit Muni cipal Money Market
None
None
None
None
None
None
$50,001-$100,000
None
Tax-Efficient Equity
None
None
None
None
None
None
None
None
Tax-Exempt Money
None< br>None
None
None
None
None
$1-$10,000
None
Tax-Free High Yield
None
None
None
None
None
None
over $100,000
None
Tax-Free Income
None
None
None
None
None
None
over $100,000
None
Tax-Free Income FundAdvisor Class
None
None
None
None
None
None
None
None
Tax-Free Short-Intermediate
None
None
None
None
None
None
over $100,000
None
Total Equity Market Index
None
None
None
None
None
None
None
None
U.S. Bond Index
None
None
None
None
None
None
None
None
U.S. Large-Cap Core
None
None
None
None
None
None
None
None
U.S. Large-Cap Core FundAdvisor Class
None
None
None
None
None
None
None
None
U.S. Treasury Intermediate
None
None
None
$1-$10,000
None
None
over $100,000
None
U.S. Treasury Long-Term
None
None
None
None
None
None
over $100,000
None
U.S. Treasury Money
None
None
None
None
None
None
$1-$10,000
None
Value
None
None
None
None
None
None
over $100,000
None
Value FundAdvisor Class
None
None
None
None
None
None
None
Virginia Tax-Free Bond
None
None
None
None
None
None
None
None
</R>


PAGE 145



PAGE 147



PAGE 149



PAGE 151

<R>< tr bgcolor="#FFFFFF" width="0">< td style="">None

Aggregate Holdings,
All Funds


Inside Directors














Bernard


Gitlin


Laporte


Rogers





over $100,000


over $100,000


over $100,000


over $100,000

Africa & Middle Ea st
None
$50,001-$100,000
None
None
Balanced
None
None
None
None
Blue Chip G rowth
None
$10,001-$50,000
None
None
Blue Chip Growth FundAdvisor Class
None
None
None
None
Blue Chip Growth FundR Class
None
None
None
None
Blue Chip Growth Portfolio
None
None
None
None
Blue Chip Growth PortfolioII
None
None
None
None
California Tax-Free Bond
None
None
None
None
California Tax-Free Money
None
None
None
None
Capital Appreciation
None
None
over $100,000
None
Capital Appreciation FundAdvisor Class
None
None
None
None
Capital Opportunity
None
None
over $100,000
None
Capital Opportunity FundAdvisor Class
None
None
None
None
Capital Opportunity FundR Class
None
None
None
None
Corporate Income
None
None
None
None
Diversified Mid-Cap Growth
None
None
None
None
Diversified Small-Cap Growth
None
None
None
None
Dividend Growth
None
None
None
None
Dividend Growth FundAdvisor Class
None
None
None
None
Emerging Europe & Mediterranean
None
None
None
None
Emerging Markets Bond
None
None
None
None
Emerging Markets Stock
over $100,000
None
None
None
Equity Income
over $100,000
None
None
over $100,000
Equity Income FundAdvisor Class
None
None
None
None
Equity Income FundR Class
None
None
None
None
Equity Income Portfolio
None
None
None
None
Equity Income PortfolioII
None
None
None
None
Equity Index 500
None
None
None
None
Equity Index 500 Portfolio
None
None
None
None
European Stock
None
None
$50,001-$100,000
None
Extended Equity Market Index
None
None
None
None
Financial Services
None
$10,001-$50,000
None
None
Georgia Tax-Free Bond
None
None
None
None
Global Large-Cap Stock
None
None
None
None
Global Large-Cap Stock FundAdvisor Class
None
None
None
None
Global Real Estate
None
None
None
None
Global Real Estate FundAdvisor Class
None
None
None
None
Global Stock
over $100,000
None
over $100,000
over $100,000
Global Stock FundAdvisor Class
None
None
None
None
Global Technology
None
None
None
None
GNMA
None
N one
None
None
TRP Government Reserve Investment
None
None
None
None
Growth & Income
None
None
None
None
Growth Stock
over $100,000
None
over $100,000
over $100,000
Growth Stock FundAdvisor Class
None
None
None
None
Growth Stock FundR Class
None
None
None
None
Health Sciences
None
$10,001-$50,000
None
None
Health Sciences Portfolio
None
None
None
None
Health Sciences PortfolioII
None
None
None
None
High Yield
$10,001-$50,000
None
None
None
High Yield FundAdvisor Class
None
None
None
None
Inflation Protected Bond
None
None
None
None
Institutional Africa & Middle East
None
None
None
None
Institutional Core Plus
None
None
None
None
Institutional Emerging Markets Bond
None
None
NoneNone
Institutional Emerging Markets Equity
None
None
None
None
Institutional Floating Rate
None
None
None
None
Institutional Foreign Equity
None
None
None
None
Institutional Global Equity
None
None
None
None
Institutional Global Large-Cap Equity
None
None
None
None
Institutional High Yield
None
None
None
None
Institutional International Bond
None
None
None
None
Institutional Large-Cap Core Growth
None
None
None
None
Institutional Large-Cap Growth
None
None
None
None
Institutional Large-Cap Value
None
None
None
None
Institutional Mid-Cap Equity Growth
None
None
None
None
Institutional Small-Cap Stock
None
None
None
None
Institutional U.S. Structured Research
None
None
None
None
International Bond
None
None
None
None
International Bond FundAdvisor Class
None
None
None
None
International Discovery
$10,001-$50,000
None
over $100,000
None
International Equity Index
None
None
None
None
International Growth & Income
None
None
None
None
International Growth & Income FundAdvisor Class
None
None
None
None
International Growth & Income FundR Class
None
None
None
None
International Stock
$50,001-$100,000
$10,001-$50,000
over $100,000
None
International Stock FundAdvisor Class
None
None
None
None
International Stock FundR Class
None
None
None
None
International Stock Portfolio
None
None
None
None
Japan
None
None
None
over $100,000
Latin America
None
None
None
None
Limited-Term Bond Portfolio
None
None
None
None
Limited-Term Bond PortfolioII
None
None
None
None
Maryland Short-Term Tax-Free Bond
None
None
None
None
Maryland Tax-Free Bond
None
None
over $100,000
None
Maryland Tax-Free Money
None
None
None
None
Media & Telecommunications
None
N one
over $100,000
$50,001-$100,000
Mid-Cap Growth
over $100,000
None
over $100,000
None
Mid-Cap Growth FundAdvisor Class
None
None
None
None
Mid-Cap Growth FundR Class
None
None
None
None
Mid-Cap Growth Portfolio
None
None
None
None
Mid-Cap Growth PortfolioII
None
None
None
None
Mid-Cap Value
None
None
None
None
Mid-Cap Value FundAdvisor Class
None
None
None
None
Mid-Cap Value FundR Class
None
None
None
None
New America Growth
None
None
over $100,000
over $100,000
New America Growth FundAdvisor Class
None
None
None
None
New America Growth Portfolio
None
None
None
None
New Asia
over $100,000
None
over $100,000
None
New Era
None
None
None
None
New Horizons
over $100,000
None
over $100,000
None
New Income
None
None
$50,001-$100,000
$50,001-$100,000
New Income FundAdvisor Class
None
None
None
None
New Income FundR Class
None
None
None
None
New Jersey Tax-Free Bond
None
None
None
None
New York Tax-Free Bond
None
None
None
None
New York Tax-Free Money
None
None
None
None
Overseas Stock
None
None
None
None
Personal Strategy Balanced
None
None
None
None
Personal Strategy Balanced Portfolio
None
None
None
None
Personal Strategy Growth
None
None
None
None< /font>
Personal Strategy Income
None
None
None
None
Prime Reserve
over $100,000
None
$50,001-$100,000
$10,001-$50,000
Prime Reserve Portfolio
None
None
None
None
Real Estate
None
None
None
None
Real Estate FundAdvisor Class
None
None
None
None
TRP Reserve Investment
None
None
None
None
Retirement 2005
None
None
None
None
Retirement 2005 FundAdvisor Class
None
None
None
None
Retirement 2005 FundR Class
None
None
None
None
Retirement 2010
None
None
None
None
Retirement 2010 FundAdvisor Class
None
None
None
None
Retirement 2010 FundR Class
None
None
None
None
Retirement 2015
None
None
None
None
Retirement 2015 FundAdvisor Class
None
None
None
None
Retirement 2015 FundR Class
None
None
None
None
Retirement 2020
None
None
None
None
Retirement 2020 FundAdvisor Class
None
None
None
None
Retirement 2020 FundR Class
None
None
None
None
Retirement 2025
None
None
None
None
Retirement 2025 FundAdvisor Class
None
None
None
None
Retir ement 2025 FundR Class
None
None
None
None
Retirement 2030
None
None
None
Retirement 2030 FundAdvisor Class
None
None
None
None
Retirement 2030 FundR Class
None
None
None
None
Retirement 2035
None
$50,001-$100,000
None
None
Retirement 2035 FundAdvisor Class
None
None
None
None
Retirement 2035 FundR Class
None
None
None
None
Retirement 2040
None
None
None
None
Retirement 2040 FundAdvisor Class
None
None
None
None
Retirement 2040 FundR Class
None
None
None
None
Retirement 2045
None
None
None
None
Retirement 2045 FundAdvisor Class
None
None
None
None
Retirement 2045 FundR Class
None
None
None
None
Retirement 2050
None
None
None
None
Retirement 2050 FundAdvisor Class
None
None
None
No ne
Retirement 2050 FundR Class
None
None
None
None
Retirement 2055
over $100,000
None
None
None
Retirement 2055 FundAdvisor Class
None
None
None
None
Retirement 2055 FundR Class
None
None
None
None
Retirement Income
None
None
None
None
Retirement Income FundAdvisor Class
None
None
None
None
Retirement Income FundR Class
None
None
None
None
Science & Technology
over $100,000
None
over $100,000
$50,001-$100,000
Science & Technology FundAdvisor Class
None
None
None
None
Short-Term Bond
None
None
None
None
Short-Term Bond FundAdvisor Class
None
None
None
None
Short-Term Income
None
None
None
None
Small-Cap Stock
$10,001-$50,000
None
None
None
Small-Cap Stock FundAdvisor Class
None
None
None
None
Small-Cap Value
$50,001-$100,000
None
None
None
Small-Cap Value FundAdvisor Class
None
None
None
None
Spectrum Growth
over $100,000
None
None
None
Spectrum Income
$10,001-$50,000
None
None
over $100,000
Spectrum International
$10,001-$50,000
None
None
Non e
Strategic Income
None
None
None
None
Strategic Income FundAdvisor Class
None
< /td>
None
None
None
Summit Cash Reserves
over $100,000
over $100,000
over $100,000
over $100,000
Summit GNMA
None
None
None
None
Summit Municipal Income
None
None
None
None
Summit Municipal Intermediate
None
None
None
None
Summit Municipal Money Market
None
None
None
None
Tax-Efficient Equity
None
None
None
None
Tax-Exempt Money
None
None
None
None
Tax-Free High Yield
None
None
None
None
Tax-Free Income
None
None
None
None
Tax-Free Income FundAdvisor Class
None
None
None
None
Tax-Free Short-Intermediate
None
None
None
None
Total Equity Market Index
None
None
None
None
U.S. Bond Index
None
None
None
None
U.S. Large-Cap Core
None
None
None
None
U.S. Large-Cap CoreAdvisor Class
None
None
None
None
U.S. Treasury Intermediate
None
None
None
None
U.S. Treasury Long-Term
None
None
None
None
U.S. Treasury Money
None
None
None
None
Value
None
$10,001-$50,000
over $100,000
over $100,000
Value FundAdvisor Class
None
None
None
None
Virginia Tax-Free Bond
None
None
None
None
</R>



PAGE 153



PAGE 155

Portfolio Managers` Holdings in the Price Funds

The following tables set forth the Price Fund holdings of each fun d`s portfolio manager(s). The portfolio manager for each fund normally 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.<R>

Fund





Range of Fund Holdings
as of Fund`s Fiscal Year a


All Funds
Range as of
12/31/09





Portfolio Manager







Africa & Middle East
Joseph Rohm
none
none
Balanced
Edmund M. Notzon III
$100,001-$500,000
over $1,000,000
Blue Chip Growth
Larry J. Puglia
$500,001$1,000,000
over $1,000,000
Capital Appreciation
David R. Giroux
$500,001< font style="font-size:10.0pt;" face="Berkeley Book">—$1,000,000
$500,001$1,000,000
Capital Opportunity
Anna Dopkin
over $1,000,000
over $1,000,000
C orporate Income
David A. Tiberii
$10,001$50,000
$500,001$1,000,000
Diversified Mid-Cap Growth
Donald J. Easley
Donald J. Peters
$100,001$500,000
$500,001$1,000,000
over $1,000,000
over $1,000,000
Diversified Small-Cap Growth
Sudhir Nanda
$50,001$100,000
$100,001$500,000
Dividend Growt h
Thomas J. Huber
$100,001$500,000
over $1,000,000
Emerging Europe & Mediterranean
Leigh Innes
none
none
Emerging Markets Bond
Michael J. Conelius
$100,001$500,000
over $1,000,000
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
$50,001$100,000
$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$500,0 00
Financial Services
Jeffrey W. Arricale
$100,001$500,000
$100,001$500,000
Global Infrastructure
Susanta Mazumdar
(b)
none
Global Large-Cap Stock
R. Scott Berg
$100,001$500,000
$100,001$500,000
Global Real Estate
David M. Lee
$100,001$500,000
over $1,000,000
Global Stock
Robert N. Gensler
over $1,000,000
over $1,000,000
Global Technology
David J. Eiswert
$100,001$500,000
$500,001$1,000,000
GNMA
Andrew C. McCormick
$50,001$100,000
$500,001$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
Kris H. Jenner
$500,001$1,000,000
$500,001$1,000,000
High Yield
Mark J. Vaselkiv
$100,001$500,000
over $1,000,000
Inflation Protected Bond
Daniel O. Shackelford
$50,001$100,000
over $1,000,000
International Bond
Ian D. Kelson
$100,001$500,000
$100,001$500,000
International Discovery 
Justin Thomson
Ernest C. Yeung
$100,001$500,000
none
over $1,000,000
$10,001 to $50,000
International Equity Index
E. Frederick Bair
Neil Smith
$10,001$50,000
none
$100,001$500,000
none
International Growth & Income
Raymond A. Mills(c)
$100,001$500,000
over $1,000,000
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 Bon d
Charles B. Hill
$50,001$100,000
over $1,000,000
Maryland Tax-Free Bond
Hugh D. McGuirk
$100,001— ;$500,000
over $1,000,000
Maryland Tax-Free Money
Joseph K. Lynagh
$1-$10,000
over $1,000,000
Media & Telecommunications
Daniel Martin o
$100,001$500,000
$100,001$500,000
Mid-Cap Growth
Brian W.H. Berghuis
over $1,000,000
over $1,000,000
Mid-Cap Value
David J. Wallack
over $1,000,000
over $1,000,000
New America Growth
Joseph M. Milano
over $1,000,000
over $1,000,000
New Asia
Anh Lu
none
none
New Era
Charles M. Ober(d)
$100,001$500,000
over $1,000,000
New Horizons
Henry Ellenbogen
$100,001$500,000
$500,001$1,000,000
New Income
Daniel O. Shackelford
$50,001$100,000
over $1,000,000
Overseas Stock
Raymond A. Mills
$100,001$500,000
over $1,000,000
Personal Strategy Balanced
Edmund M. Notzon III
$100,001$500,000
over $1,000,000
Personal Strategy Growth
Edmund M. Notzon III
$100,001$500,000
over $1,000,000
Personal Strategy Income
Edmund M. Notzon III
$100,001$500,000
over $1,000,000
Prime Reserve
Joseph K. Lynagh
$10,001$50,000
over $1,000,000
Real Estate
David M. Lee
$100,001$500,000
over $1,000,000
Science & Technology
Kennard W. Allen
$100,001$500,000
over $1,000,000
Short-Term Bond
Edward A. Wiese
$100,001$500,000
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
over $1,000,000
over $1,000,000
Spectrum Growth
Edmund M. Notzon III
$500,001$1,000,000
over $1,000,000
Spectrum Income
Edmund M. Notzon III
$500,001$1,000,000
over $1,000,000
Spectrum International
Christopher D. Alderson
none
over $1,000,000
Strategic Income
Steven C. Huber
Michael J. Conelius
Andrew C. McCormick
Michael J. McGonigle
David Stanley
$10,001$50,000
$10,001$50,000
$10,001$50,000
$10,001&# 151;$50,000
none
$100,001$500,000
over $1,000,000
$500,001$1,000,000
over $1,000,000
none
Summit Cash Reserves
Joseph K. Lynagh
$1-$10,000
over $1,000,000
Summit GNMA
Andrew C. McCormick
$50,001$100,000
over $1,000,000
Summit Municipal Income
Konstantine B. Mallas
$100,001$500,000
over $1,000,000
Summit Municipal Intermediate
Charles B. Hill
$100,001$500,000
over $1,000,000
Summit Municipal Money Market
Joseph K. Lynagh
none
over $1,000, 000
Tax-Efficient Equity(e)
Donald J. Peters
$500,001$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
$50,001$100,000
$500,001$1,000,000
Tax-Free Income
Konstantine B. Mallas
$50,001$100,000
over $1,000,000
Tax-Free Short-Intermediate
Charles B. Hill
$50,001$100,000
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
U.S. Bond Index
Robert M. Larkins
$1-$10,000
$100,001$500,000
U.S. Large-Cap Core
Jeffrey Rottinghaus
$500,001$1,000,000
over $1,000,000
U.S. Treasury Intermediate
Brian J. Brennan
$10,001$50,000
$500,001$1,000,000
U.S. Treasury Long-Term
Brian J. Brennan
$10,001$50,000
$500,001$1,000,000
U.S. Treasury Money
Joseph K. Lynagh
none
over $1,000,000
Value
Mark Finn
$100,001$500,000
< /td>
$500,001$1,000,000
</R>



PAGE 157

(a)See table beginning on page 6 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 6.

(b)The fund incepted on January 27, 2010, therefore the range of fund holdings is not yet available.

<R>
(c)On July 1, 2010, Jonathan Matthews will replace Raymond A. Mills as Portfolio Manager of the fund.
</R>

<R>
(d)On June 30, 2010, Timothy E. Parker will replace Charles M. Ober as Portfolio Manager of the fund.
</R>

<R>
(e)The fund was formerly named Tax-Efficient Multi-Cap Growth Fund.
</R>


The following funds may be purchased only by institutional investors.<R>

Fund





Range of Fund Holdings
as of Fund`s Fiscal Year a< br>

All Funds
Range as of
12/31/09





Portfolio Manager







Institutional Africa & Middle East
Joseph Rohm
non e
none
Institutional Core Plus 
Brian J. Brennan
none
$500,001$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
Justin J. Gerbereux
Paul M. Massaro
none
none
$100,001$500,000
$100,001$500,000
Institutional Foreign Equity
Robert W. Smith
none
over $1,000,000
Institutional Global Equity
Robert N. Gensler
none
over $1,000,000
Institutional Global Large-Cap Equity
R. Scott Berg
none
$100,001$500,000
Institutional High Yield 
Paul A. Karpers
none
over $1,000,000
Institutional International Bond
Ian D. Kelson
none
$100,001$500,000
Institutional Large-Cap Core Growth
Larry J. Puglia
none
over $1,000,000
Institutional Large-Cap Growth
Robert W. Sharps
$100,001$500,000
over $1,000,000
Institutional Large-Cap Value
Mark 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 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 Dopkin
none
over $1,000,000
</R>

(a)See table beginning on page 6 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 6.

<R>
The following funds are designed as investment options for insurance companies issuing variable annuity or variable life insurance contracts. Variable life insurance contracts may not be suitable investments for these portfolio managers.

Fund





Range of Fund Holdings
as of Fund`s Fiscal Yeara


All Funds
Range as of
12/31/09





Portfolio Manager







Blue Chip Growth Portfolio
Larry J. Puglia
none
over $1,000,000
Equity Income Portfolio
Brian C. Rogers
none
over $1,000,000
Equity Index 500 Portfolio
E. Frederick Bair
none
$100,001$500,000
Health Sciences Portfolio
Kris H. Jenner
none
$500,001$1,000,000
International Stock Portfolio
Robert W. Smith
none
over $1,000,000
Limited-Term Bond Portfolio
Edward A. Wiese
none
over $1,000,000
Mid-Cap Growth Portfolio
Brian W.H. Berghuis
none
over $1,000,000
New America Growth Portfolio
Joseph M. Milano
none
over $1,000,000
Personal Strategy Balanced Port folio
Edmund M. Notzon III
none
over $1,000,000
Prime Reserve Portfolio
Joseph K. Lynagh
none
over $1,000,000

</R>

(a)See table beginning on page 6 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 6.


PAGE 159

The following funds are designed for persons residing in the indicated state. The portfolio managers reside in Maryland.Hugh D. McGuirk

Fund





Range of Fund Holdings
as of Fund`s Fiscal Year a


All Funds
Range as of
12/31/09





Portfolio Manager







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 Ta x-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
none
over $1,000,000

(a)See table beginning on page 6 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 6.

The following funds are designed such that a single individual would normally select one fund based on that person`s expected retirement date.< td style="">none
none

Fund





Range of Fund Holdings
as of Fund`s Fiscal Year a


All Funds
Range as of
12/31/09





Portfolio Manager







Retirement 2005
Jerome A. Clark
Edmund M. Notzon III
none
none
$500,001$1,000,000
over $1,000,000
Retirement 2010 
Jerome A. Clark
Edmund M. Notzon III
none
none
$500,001$1,000,000
over $1,000,000
Retirement 2015
Jerome A. Clark
Edmund M. Notzon III
none
none
$500,001$1,000,000
over $1,000,000
Retirement 2020 
Jerome A. Clark
Edmund M. Notzon III
none
none
$500,001$1,000,000
over $1,000,000
Retirement 2025
Jerome A. Clark
Edmund M. Notzon III
none
none
$500,001— ;$1,000,000
over $1,000,000
Retirement 2030
Jerome A. Clark
Edmund M. Notzon III
none
none
$500,001$1,000,000
over $1,000,000
Retirement 2035
Jerome A. Clark
Edmund M. Notzon III
none
none
$500,001$1,000,000
over $1,000,000
Retirement 2040
Jerome A. Clark
Edmund M. Notzon III
$500,001$1,000,000
none
$500,001$1,000,000
over $1,000,000
Retirement 2045
Jerome A. Clark
Edmund M. Notzon III
none
$100,001-$500,000
$500,001$1,000,000
over $1,000,000
Retirement 2050

Jerome A. Clark
Edmund M. Notzon III
none
none
$500,001$1,000,000
over $1,000,000
Retirement 2055

Jerome A. Clark
Ed mund M. Notzon III
none
none
$500,001$1,000,000
over $1,000,000
Retirement Income
Jerome A. Clark
Edmund M. Notzon III
$500,001$1,000,000
over $1,000,000

(a)See table beginning on page 6 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 6.


The following funds are not available for direct purchase by members of the public.

Fund





Range of Fund Holdings
as of Fund`s Fiscal Year a


All Funds
Range as of
12/31/09





Portfolio Manager







TRP Government Reserve Investment
Joseph K. Lynagh
none
over $1,000,000
TRP Reserve Investment
Joseph K. Lynagh
none
over $1,000,000
Short-Term Income
Edward A. Wiese
none
over $1,000,000

<R>
(a)See table beginning on page 6 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 6.
</R>

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. Occasionally, portfolio managers will also have the opportunity to participate in venture capital partnerships. Compensation is variable and is determined based on the following factors.

Investment per formance 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 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 those funds are the same ones 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 consid ered a material factor. In reviewing relative performance for fixed-income funds, a fund`s expense ratio is usually taken into account.

Contribution to our overall investment process is an important consideration as well. Sharing ideas with other portfolio managers, working effectively with and mentoring our younger analysts, and being good corporate citizens are important components of our 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.


PAGE 161

<R>




Registered Investment
Companies


Other Pooled Investment
Vehicles


Other Accounts











Portfolio Manager


Number


Total Assets


Number


Total Assets


Number


Total Assets

Kennard Allen
3
$3,271,677,128




Christopher D. Alderson
7
1,494,503,001
7
$3,833,433,479
7
$3,276,110,935
Preston G. Athey
8
7,467,123,081
1
13,042,680
9
554,493,659
Jeffrey W. Arricale
1
331,127,908




E. Frederick Bair
7
13,< font style="font-size:10.0pt;" face="Berkeley Book">090,810,946
3
2,130,715,684
1
601,728,450
P. Robert Bartolo
13
25,522,412,403
1
189,929,528
7
524,565,198
R. Scott Berg
5
533,984,007




Brian W.H. Berghuis
8
20,165,051,858
1
28,599,801
6
858,958,652
Brian J. Brennan
4
928,881,824
5
3,184,164,356
5
675,321,036
Jerome A. Clark
50
33,902,646,481
15
403,643,847
5
653,116,232
Michael J. Conelius
12
2,323,750,248
6
3,237,464,421


Jose Costa Buck
2
2,655,981,172


1
82,583,070
Anna M. Dopkin
8
1,733,134,792
4
5,175,692,683
52
14,572,851,207
Henry M. Ellenbogen
2
5,898,252,703
3
450,075,033
9
868,402,572
Donald J. Easley
1
99,676,403


2
37,685,235
David J. Eiswert
3
1,469,323,634


3
44,945,937
Mark S. Finn
8
10,858,570,713




Robert N. Gensler
12
3,029,924,550
27
5,117,091,750
18
6,090,332,458
J ustin T. Gerbereux
1
665,498,770




David R. Giroux
5
14,467,919,406




M. Campbell Gunn
1
204,505,859
3
404,846,218
3
1,867,035,018
Charles B. Hill
3
2,337,171,619
2
321,512,511
8
1,253,915,634
Steven C. Huber
1
73,443,256




Thomas J. Huber
2
2,060,2 96,399
1
185,267,998


Leigh Innes
1
640,471,057
1
8,457,208


Kris H. Jenner
5
2,633,408,580
1
66,095,< /font>409
2
53,345,032
Paul A. Karpers
5
953,943,268
4
872,794,814
5
1,027,470,217
Ian D. Kelson
4
4,492,957,863
13
852,589,723
1
751,925
John H. Laporte
2
4,238,068,702
3
194,848,652
9
594,450,745
Robert M. Larkins
3
1,229,143,784
3
1,115,317,340
10
987,155,630
David M. Lee
3
2,520,712,493


2
33,512,903
John D. Linehan
3
905,377,274
4
1,196,427,730
19
1,156,064,403
Anh Lu
3
3,770,766,907
1
896
3
28,809,351
Joseph K. Lynagh
6
1,528,374,237


8
287,237,248
Konstantine B. Mallas
5
3,466,602,235


5
111,565,664
Daniel Martino
2
1,636,126,091




Paul M. Massaro
1
665,498,770




Susanta Mazumdar (a)
1
6,000,000




Andrew C. McCormick
5
1,882,066,276


2
230,480,558
Gregory A. McCrickard
4
4,183,352,136
2
123,807,005
4
358,760,769
Michael J. McGonigle
1
73,443,256
3
705,137,002
8
1,643,776,847
Hugh D. McGuirk
4
2,204,866,601


9
297,238,633
Joseph M. Milano
2
969,405,729




Mary J. Miller
1
1,781,287,223


2
186,529,869
Raymond A. Mills
5
4,933,781,730
1
121,531,969


James M. Murphy
1
1,219,369,733




Sudhir Nanda
3
643,012,957




Edmund M. Notzon III
18
13,186,411,738
6
1,496,941,515
6
477,894,717
Charles M. Ober
2
5,720,286,665
1
148,189,131
7
791,910,747
Gonzalo Pangaro
10
5,427,734,517
3
3,762,139,735
6
2,527,662,880
Donald J. Peters
7
1,389,500,455


18
1,376,218,347
Larry J. Puglia
10
16,185,492,180
1
87,265,238
13
1,879,815,991
Joseph Rohm
3
311,470,0991




Brian C. Rogers
13
25,533,518,843
3< br>562,161,207
16
1,633,862,089
Jeffrey Rottinghaus
3
112,636,271
2
6,306,711


Daniel O. Shackelford
6
8,034,838,919
1
272,708,334
4
758,988,044
Robert W. Sharps
8
3,636,149,333
7
3,355,778,360
34
8,745,209,536
Neil Smith
1
403,631,372
1
90,627,647


Robert W. Smith
3
6,295,102,362
1
72,447,214
1
120,263
David Stanley
1
73,443,256
4
39,062,171


Dean Tenerelli
1711,597,316
3
425,703,906


Justin Thomson
1
2,103,418,574
1
10,933,716
< /td>


David A. Tiberii
2
463,159,813
2
144,613,423
6
1,518,683,129
Ken D. Uema tsu
3
540,156,630
2
1,733,520,002
1
497,159,380
Mark J. Vaselkiv
7
6,247,618,409
8
1,844,363,073
< font style="font-size:10.0pt;" face="Berkeley Book">21
2,707,596,921
David J. Wallack
3
8,432,287,247
1
28,057,940
2
297,173,476
Edward A. Wiese
7
7,103,029,306
2
270,905,402
11
4,156,499,646
Ernest C. Yeung
1
2,067,602,114




</R>


<R>
(a)This individual assumed portfolio management responsibility of a mutual fund on January 27, 2010. The information on accounts managed is as of January 27, 2010.
</R>

<R>
Conflicts of Interest
</R>

Portfolio managers at T. Rowe Price and T. Rowe Price International typically manage multiple accounts. These accounts may include, among others, mutua l funds, separate accounts (assets managed on behalf of institutions such as pension funds, colleges and universities, foundations), offshore funds and commingled trust accounts. 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 T. Rowe Price International 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" sec tion, our portfolio managers` compensation is determined in the same manner with respect to all portfolios


PAGE 163

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 dates indicated, the directors and officers of the funds, as a group, owned less than 1% of the outstanding shares of any fund, except for the funds shown in the following table.


Fund


%*

Africa & Middle East
1.9
Global Large-Cap Stock
2.8
Maryland Short-Term Tax-Free B ond
1.1
Maryland Tax-Free Money
2.7
Summit Cash Reserves
1.2
Tax-Efficient Equity
2.5
Tax-Exempt Money
1.8

<R>
*Based on March 31, 2010 data for the inside directors and officers and December 31, 2009, data for the independent directors.
</R>

<R>
As of March 31, 2010, the following shareholders of record owned more than 5% of the outstanding shares of the indicated funds and/or classes.
</R>

<R>< td style="text-indent:0.0pc;">Alaska College Savings Trust
ACT Portfolio
c/o T. Rowe Price Associates

National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Plan
New Business Group Conv. Asset

Fund


Shareholder


%

Africa & Middle East
Charles Schwab & Company, Inc.
Reinvest Account
Attn.: Mutual Fund Department
101 Montgomery Street
San Francisco, California 94104

MLPF&S for the Sole Benefit of Its Customers
4800 Deerlake Drive East, 3rd Floor
Jackson, Florida 32246

National Financial Services for the Exclusive Benefit of
Our Customers
200 Liberty Street
One World Financial Center, 5th Floor
New York, New York 10281
8.08





5.0 0



9.76
Balanced
T. Rowe Price Trust Company
Attn.: TR PS Institutional Control Department
P.O. Box 17215
Baltimore, Maryland 21297
45.30(c)
Blue Chip Growth
Edward D. Jones & Company
Shareholder Accounting
Attn.: Mutual Fund
201 Progress Parkway
Maryland Heights, Montana 63043

National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Retirement Plan Services TR
Blue Chip Growth Fund
Attn.: Asset Reconciliations
P.O. Box 17215
Baltimore, Maryland 21297
6.55





11.54


19.73

Blue Chip Growth FundAdvisor Class
Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of
Our Customers

Union Central Life Insurance Company
Attn.: Retirement Plans
1876 Waycross Road
Cincinnati, Ohio 45240

Vanguard Fiduciary Trust Company
T. Rowe Price Advisor Class Funds
Attn.: Outside Funds
P.O. Box 2900
Valley Forge, Pennsylvania 19482
6.90


23.90


9.25




6.88
Blue Chip Growth FundR Class
American United Life
Separate Account II
Attn.: Dan Schluge
P.O. Box 1995
Indianapolis, Indiana 46206

Massachusetts Mutual Life Insurance Company
1295 State Street
Fund Operations/N255
Springfield, Massachusetts 01111

Nationwide Trust Company FSB
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, Ohio 43218

State Street Bank & Trust Company
FBO ADP Daily Valuation B
Attn.: Susan McDonough
105 Rosemont Road
Westwood, Massachusetts 02090
14.18





8< font style="font-size:10.0pt;" face="Berkeley Book">.84




14.58




5.32
California Tax-Free Bond
Charles Schwab & Company, Inc.
Reinvest Account
5.84
California Tax-Free Money
Georgette O`Connor Day TR
Georgette O`Connor Day Trust
301 N. Bundy Drive
Los Angeles, California 90049
10.95
Capital Appreciation
Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Trust Company
8.94


9.87


6.58
Capital Appreciation FundAdvisor Class
Ameritas Life Insurance Corporation
Separate Account G
5900 O Street
Lincoln, Nebraska 68510

Charles Schwab & Company, Inc.
Reinvest Account

JPMorgan Chase Bank
NA Trustee/Custodian
For TIAA-CREF Retirement Plans
3 Metrotech Center, 5th Floor
Brooklyn, New York 11245

National Financial Services for the Exclusive Benefit of
Our Customers

Union Central Life Insurance Company
Attn.: Retirement Plans
12.26




16.10


6.85





21.04


5.67
Capital Opportunity
McWood & Company
P.O. Box 29522
Raleigh, North Carolina 27626

Swebak & Compan y
c/o Amcore Investment Group NA
P.O. Box 4599
Rockford, Illinois 61110

T. Rowe Price Associates
Attn.: Financial Re porting Department
47.34(a)



6.03




6.88
Capital Opportunity FundAdvisor Class
National Financial Services for the Exclusive Benefit of
Our Customers

Reliance Trust Company Custodian
FBO Lima Memorial Health System 401(k)
8515 East Orchard Road 2T2
Greenwood Village, Colorado 80111
59.76(a)


28.28(a)
Capital Opportunity FundR Cla ss
Charles Schwab & Company, Inc.
Reinvest Account

Counsel Trust DBA MATC
FBO Light Age Inc. 401(k) Profit Sharing Plan & Trust
1251 Waterfront Place, Suite 525
Pittsburgh, Pennsylvania 15222

FIIOC as Agent
FBO A/R Packaging Corporation 401(k) Salary
Reduction Plan & Trust
100 Magellan Way (KW1C)
Covington, Kentucky 41015

Nationwide Trust Company FSB

Reliance Trust Company
FBO MTRMLS Inc.
P.O. Box 48529
Atlanta, Georgia 30362
35.36(a)


13.64




20.32





20.28

5.26
Corporate Income
Yachtcrew & Company
T. Rowe Price Associates
Attn.: Fund Accounting Department
53.39(d)
Dividend Growth
Charles Schwab & Company, Inc.
Reinvest Account

Edward D. Jones & Company
Shareholder Accounting
Attn.: Mutual Fund

National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Trust Company
Dividend Growth Fund (DGF)
Attn.: Asset Reconciliation
5.08


19.03



6.31


8. 37
Dividend Growth FundAdvisor Class
FIIOC as Agent
FBO J.M. Smith Corporation

National Financial Services for the Exclusive Benefit of
Our Customers

Pershing LLC
P.O. Box 2052
Jersey City, New Jersey 07303
14.72


51.87(a)


5.64
Emerging Europe & Mediterranean
National Financial Services for the Exclusive Benefit of
Our Customers
11.32
Emerging Markets Bond
Charles Schwab & Company, Inc.
Reinvest Account

Retirement Portfolio 2010
T. Rowe Price Associates
Attn.: Fund Accounting Department

Retirement Portfolio 2015
T. Rowe Price Associates
Attn.: Fund Accounting Department

Retirement Portfolio 2020
T. Rowe Price Associates
Attn.: Fund Accounting Department

Yachtcrew & Company
T. Rowe Price Associates
Attn.: Fund Accounting Department
5.56


8.13



6.20



11.24



16.35
Emerging Markets Stock
National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Associates TR
Default 2030-RETIP PSP

T. Rowe Price Associates TR
Attn.: Fund Accounting Department PSP
12.75


5.45



6.00
Equity Income
National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Trust Company
Attn.: TRPS Institutional Control Department
5.97


17.84
Equity Income FundAdvisor Class
Citigroup Global Markets Inc.
333 West 34th Street, 3rd Floor
New York, New York 10001

John Hancock Life Insurance USA
RPS SEG Funds and Accounting ET-7
601 Congress Street
Boston, Massachusetts 02210

National Financial Services for the Exclusive Benefit of
Our Customers
7.46



16.84




45.35(a)
Equity Income FundR Class
American United Life
Separate Account II

Guardian Insurance & Annuity Corporation
3900 Burgess Place
Equity Accounting 3S
Bethlehem, Pennsylvania 18017

Nationwide Trust Company FSB

Wachovia Bank
FBO Various Retirement Plans
1525 West WT Harris Boulevard
Charlotte, North Carolina 28288
16.72


7.66




8.27

7.53
Equity Index 500
Retirement Portfolio 2010

Retirement Portfolio 2015

Retirement Portfolio 2020

Retirement Portfolio 2025
T. Rowe Price Associates
Attn.: Fund Accounting Department

Retirement Portfolio 2030
T. Rowe Price Associates
Attn.: Fund Accounting Department
11.91

9.19

16.73

6.56



8.86
European Stock
Bobstay & Company
T. Rowe Price Associates
Attn.: Fund Accounting Department

Charles Schwab & Company, Inc.
Reinvest Account
16.88



5.23
Extended Equity Market Index
T. Rowe Price Trust Company
Attn.: TRPS Institutional Control Department
25.21(c)
Financial Services
T. Rowe Price Retirement Plan Services, Inc.
New Business Group for #117
5.26
Georgia Tax-Free Bond
Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of
Our Customers
13.12


9.24
Global Infrastructure
T. Rowe Price International
Attn.: Financial Reporting Department
100 East Pratt Street
Baltimore, Maryland 21202
30.88(f)
Global Infrastructure FundAdvisor Class
National Financial Services for the Exclusive Benefit of
Our Customers
100.00(a)
Global Large-Cap Stock
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
19.57


7.71
Global Large-Cap Stock FundAdvisor Class
National Financia l Services for the Exclusive Benefit of
Our Customers
T. Rowe Price Associates
Attn.: Financial Reporting Department
10.17


80.79(e)
Global Real Estate
T. Rowe Price Associates, Inc.
Attn.: Financial Reporting Department

Trustees of T. Rowe Price U.S. Retirement Program
Attn.: Financial Reporting Department
40.37(e)


5.05
Global Real Estate FundAdvisor Class
National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Associates
Attn.: Financial Reporting Department
10.94

87.47(e)
Global Stock
Charles Schwab & Company, Inc.
Reinvest Account

JPMorgan as Directed Trustee for Ernest & Young Defined
Benefit Retirement Plan Trust
Attn.: Phyllis Mancini
4 New York Plaza, Floor 15
New York, New York 10004

National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Plan
6.49


12.11




6.02


7.11
Global Stock FundAdvisor Class
JPMorgan Chase Bank
Trust FBO ADP Enterprise 401(k) Product

Natio nal Financial Services for the Exclusive Benefit of
Our Customers

UMB Bank NA SFR
FBO Fiduciary for Tax Deferred Accounts Group
1 SW Security Benefit Place
Topeka, Kansas 66636
47.90(a)


37.46(a)


8.67
Global Technology
Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of
Our Customers
9.72


13.38
GNMA
Yachtcrew & Company
34.50(d)
TRP Government Reserve Investment
Barnaclesail
c/o T. Rowe Price Associates
Attn.: Mid-Cap Growth Fund

Bridgesail & Company
c/o T. Rowe Price Associates
Attn.: Science & Technology Fund

T. Rowe Price Retirement Plan Services, Inc.
Attn.: RPS Cash Group
65.29(d)



12.89



8.95
Growth & Income
T. Rowe Price Trust Company
Attn.: TRPS Institutional Control Department
9.32
Growth Stock
National Financial Services for the Exclusive Benefit of
Our Customers

Retirement Portfolio 2020

Retirement Portfolio 2030

Retirement Portfolio 2040
T. Rowe Price Associates
Attn.: Fund Accounting Department

T. Rowe Price Trust Company
Attn.: TRPS Institutional Control Department
8.33


7.07

8.40

5.87



9.90
Growth Stock FundAdvisor Class
ICMA Retirement Trust
777 North Capitol Street NE, Suite 600
Washington, D.C. 20002

National Financial Services for the Exclusive Benefit of
Our Cus tomers

U.S. Bank
FBO Private Asset Department
OA Platform
P.O. Box 1787
Milwaukee, Wisconsin 53201
5.< font style="font-size:10.0pt;" face="Berkeley Book">78



25.35(a)


8.22
Growth Stock FundR Class
American United Life
Separate Account II

Guardian Insurance & Annuity Corporation

Hartford Life Insurance Company
Separate Account
Attn.: UIT Operations
P.O. Box 2999
Hartford, Connecticut 06140

Nationwide Trust Company FSB
5.06


5.37

5.87





< font style="font-size:10.0pt;" face="Berkeley Book">8.88
Health Sciences
Charles Schwab & Company, Inc.
Reinvest Account

John Hancock Life Insurance Company USA
RPS SEG Funds and Accounting ET-7

National Financial Services for the Exclusive Benefit of
Our Customers
6.76


10.07


9.70
High Yield
Charles Schwab & Company, Inc.
Reinvest Account

National Financial Servi ces for the Exclusive Benefit of
Our Customers

Retirement Portfolio 2020

Yachtcrew & Company
6.02


5.43


5.05

19.93
High Yield FundAdvisor Class
Genworth Financial Trust Company
FBO Genworth Financial WMGT & 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
5.04





88.99(a)
Inflation Protected Bond
T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account
Inflation Protected Bond
8.92
Institutional Africa & Middle East
CIA Agent for its Clients-CCC
c/o Choate Hall & Stewart LLP
Two International Place
Boston, Massachusetts 02110

Goucher College
1021 Dulaney Valley Road
Baltimore, Maryland 21204

John S. and James L. Knight Foundation
Wachovia Financial Center, Suite 3300
200 South Biscayne Boulevard
Miami, Florida 33131

Mac & Company
Attn.: Mutual Fund Ops
P.O. Box 3198
Pittsburgh, Pennsylvania 15230

The John E. Fetzer Institute Inc.
9292 West KL Avenue
Kalamazoo, Michigan 49009
31.57(a)




6.49



20.65




30.52(a)




5.66
Institutional Core Plus
JPMorgan Chase TR
FBO ADP Enterprise 401(k) Product

Jeanette Stump
Robert J. Hennessy TR
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

Saxon and Company
P.O. Box 7780-1888
Philadelphia, Pennsylvania 19182

SEI Private Trust Company
c/o Mellon ID 225
One Freedom Valley Drive
Oaks, Pennsylvania 19456

The Church Foundation
240 South 4th Street
Philadelphia, Pennsylvania 19106

T. Rowe Price Associates
Attn.: Financial Reporting Department
20.28


12.24





5.64


9.95



5.13




24.69



14.97
Institutional Emerging Markets Bond
DBTCO 0
P.O. Box 747
Dubuque, Iowa 52004

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

T. Rowe Price Associates
Attn.: Financial Reporting Department
6.27



28.06(d)



30.39(d)



10.46



5.33


6.41

Institutional Emerging Markets Equity
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

Mac & Company
Attn.: Mutual Fund Ops

MLPF&S for the Sole Benefit of Its Customers

Patterson & Company Omnibus
1525 West W.T. Harris Boulevard
Charlotte, North Carolina 28288
7.80



7.03



5.43


27.19(a)

12.16
Institutional Floating Rate
Genworth Financial Trust Company
FBO Genworth Financial WMGT & Mutual Clients & FBO Other Custodial Clients

Nutmeg & Company
c/o T. Rowe Price Associates
Attn.: Value Fund

Seamile & Company
c/o T. Rowe Price Associates
Attn.: Capital Appreciation Fund

Taskforce & Compan y
c/o T. Rowe Price Associates
Attn.: Equity Income Fund

Tuna & Company
c/o T. Rowe Price Associates
Attn.: New Income Fund
10.15



9.77



28. 23(d)



19.55



23.60
Institutional For eign Equity
Network Fully Disclosed FBO DL Pension Plan
1525 West W. T. Harris Boulevard
Charlotte, North Carolina 28288

Saxon and Company

State Stree t Bank & Trust Company Cust.
Houston Metro Transit Authority FundMTA Union
805 Pennsylvania Avenue
Tower 2, 5th Floor
Kansas City, Missouri 64105

State Street Bank & Trust CompanyHouston Metro Transit Authority FundMTA Non-Union

The Church Foundation
5.90



16.86

34.26(a)





26.16(a)


9.10
Institutional Global Equity
Keybank NA
FBO JCF - T. Rowe Price
P.O. Box 94871
Cleveland, Ohio 44101

SEI Private Trust Company
c/o SunTrust Bank

State Street Bank & Trust Company
Trustee for Riverside Health System Retirement Income Plan
125 Sunnynoll Court, Suite 200
Winston Salem, North Carolina 27106

The Bank of New York Mellon as Trustee for
Computer Science Trust Pension
1 Wall Street, 12th Floor
New York, New York 10286

U.S. Bank Trustee
FBO NREL/MRI
Mutual Fund Trading
P.O. Box 1787
Milwaukee, Wisconsin 53201
11.25




5.84


18.22




42.60(a)




6.78
Institutional Global Large-Cap Equity
Croda Inc. Def. Benefit Pl Master Trust
c/o State Street Bank and Trust Company
801 Pennsylvania Avenue
Attn.: Steve Chiles
Tower 1 - 5th Floor
Kansas City, Montana 64105

State Street Bank & Trust Company
Trustee for Master Trust for Defined Benefit Plans
of Syngenta Corporation

T. Rowe Price Associates
Attn.: Financial Reporting Department
13.90






59.19(a)



24.56
Institutional High Yield
Bread & Company
c/o T. Rowe Price Associates
Attn.: Balanced Fund

Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of
Our Customers

State Street Bank & Trust Company
Trustee for the Ford Motor Company

Tuna & Company
c/o T. Rowe Price Associates
Attn.: New Income Fund
8.99



9.76


5.93


7.11


10.29
Institutional International Bond
Charles Schwab & Company, Inc.
Special Custody A/C FBO Customers

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
31.27(a)


21.16



23.68



7.78
Institutional Large-Cap Core Growth
Charles Schwab & Company, Inc.
Reinvest Account
Attn.: Mutual Fund Departmen t

Immaculate Heart Missions, Inc.
Common Account
Casa Generalizia
Via S. Giovanni Eudes 95
Rome, Italy 00163

Middlesex Health System Inc.
Pension Plan
Attn.: Susan Martin
28 Crescent Street
Middletown, Connecticut 06457

National Financial Services for the Exclusive Benefit of
Our Customers

SEI Private Trust Company
Attn.: Mutual Funds

The Jewish Foundation of Cincinnati
8044 Montgomery Road, Suite 700
Cincinnati, Ohio 45236
5.13



5.07





5.18





54.28(a)


14.07


6.31
Institutional Large-Cap Growth
Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of
Our Customers

SEI Private Trust Company
c/o SunTrust Bank

State Street Bank & Trust Company
Savannah Riv er Nuclear Solutions
11.80


12.71


9.35


7.80
Institutional Large-Cap Value
Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of
Our Customers

Prudential Bank & TrustFSB Trustee New York Metro Transit Authority
Attn.: Andrew F. Levesque
280 Trumbull Street
One Commercial Plaza
Hartford, Connecticut 06103

The Church Foundation

The Harry and Jeanette Weinberg Foundation, Inc.
26.66(a)


24.56


17.75






5.41

7.96
Institutional Mid-Cap Equity Growth
Charles Schwab & Company, Inc.
Reinvest Account

Kentucky Public Employees Deferred Compensation Authority
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, Ohio 43218

National Financial Services for the Exclusive Benefit of
Our Customers< font style="font-size:10.0pt;" face="Berkeley Book" color="Black">

Wells Fargo Bank NA
FBO Land O` Lakes Inc. Retirement Trust
P.O. Box 1533
Minneapolis, Minnesota 55480
12.55


18.77





6.55


10.65
Institutional Small-Cap Stock
National Financial Services for the Exclusive Benefit of
Our Customers

Wells Fargo Bank NA
FBO Pinnacol Assurance Equity Mutual Funds
59.06(a)


6.39
Institutional U.S. Structured Research
Mitra & Co FBO 98 ERISA Only
c/o Marshall & Ilsley TR CO NA
11270 West Park Place, Suite 400
Wisconsin 53224

Northern Trust Company Custodian
FBO ALSAC
P.O. Box 92956
Chicago, Illinois 60675

The Harry and Jeanette Weinberg Foundation, Inc.

The UCLA Foundation
10920 Wilshire Boulevard, Suite 900
Los Angeles, California 90024

U.S. Bank
FBO Adams County

Wells Fargo Bank NA
FBO PHP - T. Rowe Price Institutional Structured Research
P.O. Box 1533
Minneapolis, Minnesota 55480
6.18



10.38




10.64

10.75



5.38


15.00
International Bond
Charles Schwab & Company, Inc.
Reinvest Account

Edward D. Jones & Company
Shareholder Accounting
Attn.: Mutual Fund

National Financial Services for the Exclusive Benefit of
Our Customers

Retirement Portfolio 2020T. Rowe Price Associates
Attn.: Fund Accounting Department

Yachtcrew & Company
11.52
< /font>

11.20



10.51


5.09



17.23
International Bond FundAdvisor Class
Citigroup Global Markets Inc.

National Financial Services for the Exclusive Benefit of
Our Customers
19.43

7.05
International Discovery
Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of
Our Customers

State Street Bank & Trust Company
As TTEE for the Ford Motor Company
Master Trust

T. Rowe Price Retirement Plan Services, Inc.
Attn.: Asset Reconciliation

Vanguard Fiduciary Trust Company
T. Rowe Price Retail Class Funds
Attn.: Outside Funds
P.O. Box 2600 VM 613
Valley Forge, Pennsylvania 19482
5.10

8.47


11.06< br>


6.29


10.31
International Equity Index
T. Rowe Price Retirement Plan Services, Inc.
Omnibus Plan
New Business Conv. Assets
34.65(b)
International Growth & Income
Pirateline & Company
T. Rowe Price Associates
Attn.: Fund Accounting Department
100 East Pratt Street
Baltimore, Maryland 21202

Retirement Portfolio 2010

Retirement Portfolio 2015

Retirement Portfolio 2020

Retirement Portfolio 2025

Retirement Portfolio 2030

Retirement Portfolio 2035
T. Rowe Price Associates
Attn.: Fund Accounting Department

Retirement Portfolio 2040
8.01





5.21

5.59

13.55

7.00

12.15

5.05



8.07
International Growth & Income FundAdvisor Class
State Street Bank & Trust Company
FBO ADP Daily Valuation B
Attn.: Susan McDonough

U.S. Bank
FBO Private Asset Department
OA Platform
6.62



37.21(a)
International Growth & Income FundR Class
American United Life
Separate Account II

Delaware Charter Guarantee & Trust
FBO Various Qualified Plans
711 High Street
Des Moines, Iowa 50309

JPMorgan Chase TR
FBO ADP Access 401(k)

Nationwide Trust Company FSB
22.62


11.49




7.17


9.90
International Stock
Retirement Portfolio 2020

Retirement Portfolio 2030

T. Rowe Price Trust Company
Attn.: TRPS Institutional Control Department
7.81

7.00

8.42
International Stock FundAdvisor Class
National Financial Services for the Exclusive Benefit of
Our Customers

U.S. Bank
FBO Private Asset Department
OA Platform
61.25(a)


7.01
International Stock FundR Class
American United Life
American Unit Trust

American United Life
Separate Account II

Nationwide Trust Company FSB
7.35


42.49(a)

< br>9.07
Japan
Bobstay & Company

Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of
Our Customers

RCAB Collective Investment Partnership
66 Brooks Drive
Braintree, Massachusetts 02184
17.92

8.39


9.07


5.42


Latin America
Charles Schwab & Company, Inc.
Reinvest Account
8.18
Maryland Short-Term Tax-Free Bond
Charles Schwab & Company, Inc.
Reinvest Account
11.56
Maryland Tax-Free Money
T. Rowe Price Associates
Attn.: Financial Reporting Department
10.16
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
6.60


5.40


9.23
Mid-Cap Growth
Charles Schwab & Company, Inc.
Reinvest Acco unt

National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Trust Company
Attn.: Asset Reconciliations
6.50


11.72


18.15
Mid-Cap Growth FundAdvisor Class
MLPF&S for the Sole Benefit of its Customers

National Financial Services for the Exclusive Benefit of
Our Customers

Vangu ard Fiduciary Trust Company
T. Rowe Price Advisor Class Funds
7.49

16.55
< br>
5.58
Mid-Cap Growth FundR Class
American United Life
Separate Account II

ING Life Insurance & Annuity Company
1 Orange Way B3N
Windsor, Connecticut 06095

Nationwide Trust Company FSB
7.84


18.60



13.74
Mid-Cap Value
National Financial Services for the Exclusive Benefit of
Our Customers

Retirement Portfolio 2020

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account
New Business Group
12.16


5.04

8.18
Mid-Cap V alue FundAdvisor Class
National Financial Services for the Exclusive Benefit of
Our Customers

U.S. Bank
FBO Private Asset Department
OA Platform
41.77(a)


5.92
Mid-Cap Value FundR Class
ING Life Insurance & Annuity Company

JP Morgan Chase TR
FBO ADP Mid Market Product
Attn.: Lisa Glenn
3 Metrotech Center 6th Floor
Brookly n, New York 11245

Nationwide Trust Company FSB

State Street Bank & Trust
FBO ADP Daily Valuation B
8.03

7.90





15.23

27.67(a)
New America Growth
Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Trust Company
Attn.: TRPS Institutional Control Department
5.01


6.44


16.14
New America Growth FundAdvisor Class
ING National Trust
1 Orange Way B3N
Windsor, Connecticut 06095

National Financial Services for the Exclusive Benefit of
Our Customers

PIMS Prudential Retirement
As Nominee for the Trustee/Custodian PL 006
Program-Schultz 401(k) Plan
600 Galleria Parkway, SE, Suite 100
Atlanta, Georgia 30339
8.54



51.55(a)


8.90
New Asia
Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of
Our Customers
6.19


7.88
New Era
Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of
Our Customers
8.83


11.07
New Horizons
National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Trust Company
Attn.: TRPS Institutional Control Department
5.51


21.34
New Income
National Financial Services for the Exclusive Benefit of
Our Customers

Retirement Portfolio 2010

Retirement Portfolio 2015

Retirement Portfolio 2020

Retirement Portfolio 2025

Retirement Portfolio 2030

Yachtcrew & Company
7.19


10.67

8.22

14.86

5.58

6.42

12.12
New Income Fu ndAdvisor Class
National Financial Services for the Exclusive Benefit of
Our Customers
90.72(a)
New Income FundR Class
DWS Trust Company TTEE
Biery Cheese Co. Emp. PSP
Attn.: Share Recon. Department 063699
P. O. Box 1757
Salem , New Hampshire 03079

Emjay Corporation Customers
FBO Plans of RPSA Customers
c/o Great West
8515 East Orchard Road 2T2
Greenwood Village, Colorado 80111

Nationwide Trust Company FSB

NFS LLC FEBO
Marshall & Ilsley Trust Company NA
FBO Bank 98 Daily Recordkeeping
Attn.: Mutual Funds
11270 West Park Place, Suite 400
Milwaukee, Wisconsin 53224

NFS LLC FEBO
Alerus Financial NA
P.O. Box 64535
Saint Paul, Minnesota 55164

Wachovia Bank
FBO Various Retirement Plans

Wilmington Trust Company TTEE FBO
Mueller Inc. 401(k) Plan
c/o Mutual Funds
P.O. Box 8880
Wilmington, Delaware 19899
16.92





6.28





13.88

11.90






9.67




13.63


9.03< /font>
New Jersey Tax-Free Bond
National Financial Services for the Exclusive Benefit of
Our Customers

PFPC Inc. as Agent for PFPC Trust
FBO JJB Hilliard WL Lyons Inc.
760 Moore Road
King of Prussia, Pennsylvania 19406
5.10


11.89
New York Tax-Free Money
H. Mark Glasberg
Paula D. Glasberg Joint Tenants
New York, New York 10023
8.88
Overseas Stock
Retirement Portfolio 2010

Retirement Portfolio 2015

Retirement Portfolio 2020

Retirement Portfolio 2025

Retirement Portfolio 2030

Retirement Portfolio 2035

Retirement Portfolio 2040
7.37

7.78

19.17

9.79

17.16

7.08

11.33
Personal Strategy Balanced
National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Trust Company TR
Balanced
Attn.: Asset Reconciliation
7.32


37.10(c)
Personal Strategy Growth
T. Rowe Price Trust Company TR
Attn.: Growth Asset
28.65(c)
Personal Strategy Income
National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Trust Company TR
Income
Attn.: Asset Reconciliation
5.04


22.44
Prime Reserve
T. Rowe Price Trust Company
Attn.: TRPS Institutional Control Department
11.51
Real Estate
Charles Schwab & Company, Inc.
Reinvest Account

Prudential Investment Management Service
FBO Mutual Funds Clients
Attn.: Pruchoice Unit
Mail Stop 194-201
194 Wood Avenue South
Iselin, New Jersey 08830

SEI Private Trust Company
c/o SunTrust
Attn.: Mutual Funds Administration

Wachovia Bank
Omnibus
5.08


8.09






5.64



2 0.10
Real Estate FundAdvisor Class
GPC Securities Incorporated as Agent for
Reliance Trust Company
FBO Plexus Corp. 401(k) Savings Plan

National Financial Services for the Exclusive Benefit of
Our Customers
6.05



70.2 9(a)
TRP Reserve Investment
Seamile & Company
c/o T. Rowe Price Associates
Attn.: Capital Appreciation Fund

State Street Bank & Trust Company
Agent for T. Rowe Price Institutional Funds
1 Lincoln Street
3rd Floor
Boston, Massachusetts 02111

TaskForce & Company

TRP Managed GIC
8.00



20.34





6.10

6.25
Retirement 2005 FundAdvisor Class
National Financial Services for the Exclusive Benefit of
Our Customers

Ne w York Life Trust Company
Client Account
169 Lackawanna Avenue
Parsippany, New Jersey 07054

Reliance Trust Company
FBO Retirement Plans Serviced by MetLife
8515 East Orchard Road 2T2
Greenwood Village, Colorado 80111
42.58(a)


14.05




5.51
Retirement 2005 FundR Class
State Street Bank & Trust Company Trustee
NFS LLC FEBO Various Retirement Plans
4 Manhattanville Road
Purchase, New York 10577
96.26(a)
Retirement 2010
T. Rowe Price Retirement Plan Services, Inc.
Omnib us Account
Retirement 2010
45.12(b)
Retirement 2010 FundAdvisor Class
Charles Schwab & Company, Inc.
Reinvest Account

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
P.O. Box 9130
Boston, Massachusetts 02117
7.56


9.63


17.78


5.06
Retirement 2010 FundR Class
Hartford Life Insurance Company
Separate Account
Attn.: UIT Operations

Massachusetts Mutual Life Insurance Company

Saxon and Company

State Street Bank & Trust Company
FBO ADP Daily Valuation B

State Street Bank & Trust Company Trustee
American Red Cross Savings Plan

Taynik & Company
7.86



5.82

5.92

5.95


11.55


6.66
Retirement 2015
T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account Retirement
55.17(b)
Retirement 2015 FundAdvisor Class
National Financial Services for the Exclusive Benefit of
Our Customers

New York Life Trust Company
Client Account

Reliance Trust Company
FBO Retirement Plans Serviced by MetLife
22.71


9.62


12.22
Retirement 2015 FundR Class
State Street Bank & Trust Company Trustee
NFS LLC FEBO Various Retirement Plans

Reliance Trust Company
FBO Retirement Plans Serviced by MetLife

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account
TRP R Class

Taynik & Company

Wachovia Bank
FBO Various Retirement Plans
25.52(a)


20.20


6.90



7.32

8.55
Retirement 2020
National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account
Retirement 2020
5.32


53.58(b)
Retirement 2020 FundAdvisor Class
Charles Schwab & Company, Inc.
Reinvest Account

Massachusetts Mutual Life Insurance Company
Attn.: RS Fund Operations

National Financial Services for the Exclusive Benefit of
Our Customers
6.35

< font style="font-size:10.0pt;" face="Berkeley Book">
11.67


18.34
Retirement 2020 FundR Class
Hartford Life Insurance Company
Separate Account

Massachusetts Mutual Life Insurance Company

Saxon and Company

State Street Bank & Trust Company
FBO ADP Daily Valuation B

Taynik & Company
10.65


7.43

5.88

9.06


8.72
Retirement 2025
T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account Retirement
61.45(b)
Retirement 2025 FundAdvisor Class
National Financial Services for the Exclusive Benefit of
Our Customers

New York Life Trust Company
Client Account

Reliance Trust Company
FBO Retirement Plans Serviced by MetLife

State Street Bank & Trust
FBO Apogee Enterprises Defined Contribution Plan
21.43


14.50


9.39


5.85
Retirement 2025 FundR Class
Emjay Corporation Custodian
FBO Joseph D. Fail Engineering Company, Inc. 401(k) Profit Sharing Plan
8515 East Orchard Road 2T2
Greenwood Village, Colorado 80111

State Street Bank & Trust Company
NFS LLCFEBOTrustee: Various Retirement Plans

Orchard Trust Company Trustee
Employee Benefits Clients

Reliance Trust Company
FBO Retirement Plans Serviced by MetLife

Wachovia Bank
FBO Various Retirement Plans
7.16





22.73


6.99


18.16


11.49
Retirement 2030
National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account
Retirement 2030
5.07

56.33(b)
Retirement 2030 FundAdvisor Class
Charles Schwab & Company, Inc.
Reinvest Account

Massachusetts Mutual Life Insurance Company

National Financial Services for the Excl usive Benefit of
Our Customers

Taynik & Company
5.69


12.30

15.71


5.52
Retirement 2030 FundR Class
Hartford Life Insurance Company
Separate Account

Massachusetts Mutual Life Insurance Company

Saxon and Company

State Street Bank & Trust Company
FBO ADP Daily Valuation B

Taynik & Company
10.12


8.21

5.45

11.85


9.81
Retirement 2035
T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account Retirement
62.38(b)
Retirement 2035 FundAdvisor Class
Charles Schwab & Company, Inc.
Special Custody A/C FBO Customers

National Financial Services for the Exclusive Benefit of
Our Customers

New York Life Trust Company
Client Account

Reliance Trust Company
FBO Retirement Plans Serviced by MetLife
5.27


22.69


17.65


6.48
Retirement 2035 FundR Class
Emjay Corporation Custodian
FBO Joseph D. Fail Engineering Company, Inc. 401(k)
Profit Sharing Plan

State Street Bank & Trust Company Trustee
NFS LLC FEBO Various Retirement Plans

Reliance Trust Company
FBO Retirement Plans Serviced by MetLife

Wachovia Bank
FBO Various Retirement Plans
6.54



26.86(a)


22.22


15.05
Retirement 2040
National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account
Retirement 2040
5.43


57.21(b)
Retirement 2040 FundAdvisor Class
Massachusetts Mutual Life Insurance Company

National Financial Services for the Exclusive Benefit of
Our Customers

New York Life Trust Company
Client Account

Taynik & Company
12.14

17.19


5.50


6.14
Retirement 2040 FundR Class
Hartford Life Insurance Company
Separate Account

Massachusetts Mutual Life Insurance Company

Saxon and Company

State Street Bank & Trust
FBO ADP Daily Valuation B

Taynik & C ompany
9.17


8.49

5.04

12.57


8.95
Retirement 2045
T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account Retirement
65.58(b)
Retirement 2045 FundAdvisor Class
National Financial Services for the Exclusive Benefit of
Our Customers
New York Life Trust Company
Client Account

Reliance Trust Company
FBO Retirement Plans Serviced by MetLife
24.07


20.80


7.21
Retirement 2045 FundR Class
State Street Bank & Trust Company Trustee
NFS LLC FEBO
Various Retirement Plans

Reliance Trust Company
FBO Retirement Plans Serviced by MetLife

Wachovia Bank
FBO Various Retirement Plans
26.63(a)



21.42


22.31
Retirement 2050
National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account Retirement
7.10


60.43(b)
Retirement 2050 FundAdvisor Class
Massachusetts Mutual Life Insurance Company

National Financial Services for the Exclusive Benefit of
Our Customers

New York Life Trust Comp any
Client Account

Taynik & Company
12.83

21.29


5.38


8.48
Retirement 2050 FundR Class
Hartford Life Insurance Company
Separate Account

JP Morgan Chase TR
FBO ADP/Access 401(k)
4 New York Plaza, Floor 15
New York, New York 10004

Massachusetts Mutual Life Insurance Company

Saxon and Company

State St reet Bank & Trust
FBO ADP Daily Valuation B

Taynik & Company
17.33


9.56




7.62

6.54
< /font>
12.95


10.17
Retirement 2055
National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account Retirement
6.04


55.31(b)
Retirement 2055 FundAdvisor Class
Massachusetts Mutual Life Insurance Company

National Financial Services for the Exclusive Benefit of
Our Customers

New York Life Trust Company
Client Account

Orchard Trust Company Trustee
Employee Benefits Clients
5.37

23.10


9.19


30.47(a)
Retirement 2055 FundR Class
Bankers Trust Company
NFS LLC FEBO
P.O. Box 897
Des Moines, Iowa 50306

Massachusetts Mutual Life Insurance Company

State Street Bank & Trust Company Trustee
NFS LLC FEBO
Various Retirement Plans

Reliance Trust Company
FBO Retirement Plans Serviced by MetLife

Wachovia Bank
FBO Various Retirement Plans
7.78




33.55(a)


9.78



20.46


7.77
Retirement Income
National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account
Retirement Income
7.01


31.11(b)
Retirement Income FundAdvisor Class
Massachusetts Mutual Life Insurance Company

National Financial Services for the Exclusive Benefit of
Our Customers

Reliance Trust Company
FBO Retirement Plans Serviced by MetLife

Taynik & Company
9.47

24.82


5.55


6.14
Retirement Income FundR Class
Hartford Life Insurance Company
Separate Account

ING
Core 3
Trustee: State Street Bank & Trust
1 Heritage Drive
Quincy, Massachusetts 02171

JP Morgan Chase TR
FBO ADP/Access 401(k)

Massachusetts Mutual Life Insurance Company

State Street Bank & Trust
FBO ADP Daily Valuation B

Taynik & Company

Wachovia Bank
FBO Various Retirement Plans
6.91


5.83





5.16


6.27

11.89


8.97

7.04
Science & Technology
Super Saver Capital Accumulation Plan
For Employees of AMR Corporation Subsidiaries
JP Morgan Chase Bank as directed TR
c/o JP Morgan Am Century Retirement Services
P.O. Box 419784
Attn.: MGMT RPTG Team
Kansas City, Missouri 64141

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Plan
New Business Group Conv. Assets
6.16







19.10
Science & TechnologyAdvisor Class
John Hancock Life Insurance Company USA
RPS Seg. Funds and Accounting ET-7
86.60(a)
Short-Term Bond
National Financial Services for the Exclusive Benefit of
Our Customers

Prudential Investment Management Service s

Yachtcrew & Company
8.82


7.74

13.19
Short-Term Bond FundAdvisor Class
Genworth Financial Trust Company
FBO Genworth Financial WMGT & Mutual Clients & FBO Other Custodial Clients
87.91(a)
Short-Term Income
Short-Term Income Fund
T. Rowe Price Associates
Attn.: Fund Accounting Department

T. Rowe Price Services, Inc.
FBO Alaska College Savings Trust
Portfolio 2009-2012
Attn.: Kim Vanscoy, Fixed Income
85.95(d)



5.66
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

Vanguard Fiduciary Trust Company
T. Rowe Price Retail Class Funds
6.60




9.82


16.02



5.97
Small-Cap Stock FundAdvisor Class
Fifth Third Bank TR
FBO Cintas Partners Plan
Attn.: Michelle Hodgeman, M.D.
38 Fountain Square Plaza
Cincinnati, Ohio 45263

Horace Mann Life Insurance Company
Separate Account
1 Horace Mann Plaza
Springfield, Illinois 62715

Minnesota Life
401 Robert Street North
Saint Paul, Minnesota 55101

National Financial Services for the Exclusive Benefit of
Our Customers

Vanguard Fiduciary Trust Company
T. R owe Price Advisor Class Funds
11.16





7.17




27.04(a)



6.53


19.70
Small-Cap Value
National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Trust Company
Attn.: TRPS Institutional Control Department
8.68


25.17(c)
Small-Cap Value FundAdvisor Class
ICMA Retirement Trust

John Hancock Life Insurance Company USA
RPS Seg. Funds and Accounting ET-7

National Financial Services for the Exclusive Benefit of
Our Customers
30.08(a)

16.94


10.73
Spectrum Growth
T. Rowe Price Trust Company
Attn.: TRPS Institutional Control Department
13.72
Spectrum Income
T. Rowe Price Trust Company
Attn.: TRPS Institutional Control Department
22.18
Spectrum International
T.&# 160;Rowe Price Retirement Plan Services, Inc.
Omniplan Account
New Business Group
5.39
Strategic Income
National Financial Services for the Exclusive Benefit of
Our Customers

T. Rowe Price Associates
Attn.: Financial Reporting Department
12.46


20.53
Strategic Income FundAdvisor Class
T. Rowe Price Associates
Attn.: Financial Rep orting Department
80.72(e)
Summit Cash Reserves
T. Rowe Price Trust Company
Attn.: Asset Reconciliations
13.10
Summit Municipal Income
Edward D. Jones & Company
Shareholder Accounting
Attn.: Mutual Fund

Nation al Financial Services for the Exclusive Benefit of
Our Customers

Saxon and Company
5.71



15.05


16.62
Summit Municipal Intermediate
Charles Schwab & Company, Inc.
Reinvest A ccount

Edward D. Jones & Company
Shareholder Accounting
Attn.: Mutual Fund

National Financial Services for the Exclusive Benefit of
Our Customers

Prudential Investment Management Services
FBO Mutual Funds Clients
5.80


19.49



11.99


11.64
Summit Municipal Money Market
M. David Testa
Hobe Sound, Florida 33455

T. Rowe Price Trust Company
Attn.: Asset Reconciliations
6.06


5.12
Tax-Exempt Money
Edward D. Jones & Company
Shareholder Accounting
Attn.: Mutual Fund

Susan A. Feith
Wisconsin Rapids, Wisconsin 54494

Pershing Division of DLJ Securities Corporation for
Exclusive Benefit of TRP Money Fund Customer Accounts
11.03



5.38


6.05
Tax-Free High Yield
Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of
Our Customers

Patterson & Company
FBO Omnibus Cash/Cash
6.17


8.35


10.61
Tax-Free Income FundAdvisor Class
National Financial Services for the Exclusive Benefit of
Our Customers
94.57(a)
Tax-Free Short-Intermediate
Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of
Our Customers

Prudential Investment Management Services
Attn.: Pruchoice Unit
8.81


7.60


17.44
Total Equity Market Index
Maryland College Investment Plan
Total Equity Market Index
Attn.: Fund Accounting
100 East Pratt Street, Floor 7
Baltimore Maryland 21202
6.21
U.S. Bond Index
5.98



6.54


15.42
U.S. Large-Cap Core
T. Rowe Price Associates
Attn.: Financial Reporting Department
40.42(e)
U.S. Large-Cap CoreAdvisor Class
T. Rowe Price Associates
Attn.: Financial Reporting Department
99.58(e)
U.S. Treasury Intermediate
MLPF&S for the Sole Benefit of Its Customers

T. Rowe Price Trust Company
Attn.: TRPS Institutional Control Department
15.68

10.10
U.S. Treasury Long-Term
T. Rowe Price Trust Company
Attn.: TRPS Institutional Control Department

Yachtcrew & Company
16.82


8.48
U.S. Treasury Money
T. Rowe Price Trust Company
Attn.: TRPS Institutional Control Department
10.60
Value
Pirateline & Company
T. Rowe Price Associates
Attn.: Fund Accounting Department

Retirement Portfolio 2020

Retirement Portfolio 2025

Retirement Portfolio 2030

Retirement Portfolio 2035

Retirement Portfolio 2040
5.18



15.11

9.05

17.64

7.65

12.26
Value FundAdvisor Class
Bost & Company A/C
FBO Directe d Account Plan
Mutual Fund Operations
P. O. Box 3198
Pittsburgh, Pennsylvania 15230

Citigroup Global Markets, Inc.
< /font>ING Life Insurance & Annuity Company

ING National Trust

National Financial Services for the Exclusive Benefit of
Our Customers
5.63



11.86

9.83

12.18

43.09(a)
Virginia Tax-Free Bond
Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of
Our Customers
7.46


5.30
</R>



PAGE 165



PAGE 167



PAGE 169



PAGE 171



PAGE 173



PAGE 175



PAGE 177



PAGE 179



PAGE 181



PAGE 183



PAGE 185



PAGE 187



PAGE 189



PAGE 191



PAGE 193



PAGE 195

(a)At the level of ownership indicated, the shareholder would be able to determine the outcome of most issues 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 is not the beneficial owner of these shares. Such shares are held of record by T. Rowe Price Retirement Plan Services 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 ow ner 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 is a wholly owned subsidiary of T. Rowe Price Group, Inc., each a Maryland corporation. Securities owned by T. Rowe Price Associates are the result of 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 i ndicated, T. Rowe Price Associates would be able to determine the outcome of most issues that were submitted to shareholders for vote.

<R>
(f)T. Rowe Price International, 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 corpora tion. Securities owned by T. Rowe Price International are the result of its 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 International would be able to determine the outcome of most issues that were submitted to shareholders for vote.
</R>

< /p>


Investment Management Agreements

T. Rowe Price International, Inc. is the investment manager for all international and foreign Price Funds and has executed an Investment Management Agreement with each such fund. T. Rowe Price Associates, Inc. is the investment manager for all other Price Funds and has executed an Investment Management Agreement with each such fund. T. Rowe Price Associates and T. Rowe Price International are hereinafter referred to as "Investment Managers." T. Rowe Price Associates is a wholly owned subsidiary of T. Rowe Price Group, Inc. T. Rowe Price International is a wholly owned subsidiary of T. Rowe Price Associates.

Services

<R>
Under the Investment Management Agreements (except with respect to the Japan Fund and the Japanese investments of the International Discovery Fund), the Investment Managers provide the funds with discretionary investment services. Specifically, the Investment Managers are responsible for supervising and directing the investments of the funds in accordance with the funds` investment objectives, programs, and restrictions as provided in the funds` prospectuses and this SAI. The Investment Managers are also responsible for effecting all security transactions on behalf of the funds, including the negotiation of commissions and the allocation of principal business and portfolio brokerage. For the Japan Fund and the Japanese investments of the International Discovery Fund, T. Rowe Price International has entered into a subadvisory agreement with T. Rowe Price Global Investment Services Limited ("Global Investment Services") under which, subject to the supervision of T. Rowe Price International, Global Investment Services provides the same services described above that T. Rowe Price International provides for the other funds. A substantially similar subadvisory agreement is in place for the Institutional Foreign Equity and International Stock Funds which permits Global Investment Services personnel to trade Asian securities and make limited discretionary investment decisions on behalf of the funds at times when the portfolio manager is unavailable. For the Strategic Income Fund, T. Rowe Price Associates has entered into a subadvisory agreement with T. Rowe Price International, under which, subject to the supervision of T. Rowe Price Associates, T. Rowe Price International selects the fund`s foreign fixed income investments in developed market countries.
</R>

<R>
In addition to the services described above, the Investment Managers provide 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.
</R>

<R>
The Investment Management Agreements also provide that the Investment Managers, their 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 subadvisory agreements with respect to the Institutional Foreign Equity, International Discovery, International Stock, and Japan Funds have a similar provision limiting the liability of Global Investment Services for errors, mistakes, and losses other than those caused by its willful misfeasance, bad faith, or gross negligence. The subadvisory agreement with respect to the Strategic Income Fund has a similar provision limiting the liability of T. Rowe Price International for errors, mistakes, and losses other than those caused by its willful misfeasance, bad faith, or gross negligence.
</R>

Under the Investment Management Agreements, the Investment Managers are permitted to utilize the services or facilities of others to provide them or the funds with statistical and other 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 or otherwise helpful to the funds. The subadvisory agreement with respect to the Japan and International Discovery Funds has a similar provision permitting Global Investment Services to utilize, at its own cost, the se rvices or facilities of others.


PAGE 197

All funds except Index, Institutional, TRP Reserve Investment, Retirement, Spectrum, Summit Income, and Summit Municipal Funds

Management Fees

The funds pay the Investment Managers 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 the Investment Managers 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 d etermined in accordance with the following schedule:

0.480%
First $1 billion
0.360%
Next $2 billion
0.310%
Next $16 billion

0.450%
Next $1 billion
< font style="font-size:10.0pt;" face="Berkeley Book">0.350%
Next $2 billion
0.305%
Next $30 billion

0.420%
Next $1 billion
0.340%
Next $5 billion
0.300%
Next $40 billion

0.390%
Next $1 billion
0.330%
Next $10 billion
0.295%
Next $40 billion

0.370%
Next $1 billion
0.320%
Next $ 10 billion
0.290%
Next $60 billion





0.285%
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 Investment 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
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 & Mediterranean
0.75
Emerging Markets Bond
0.45
Emerging Markets Stock
0.75
Equity Income
0.25(b)
European Stock
0.50
Financial Services
0.35
GNMA
0.15
< font style="font-size:10.0pt;" face="Berkeley Book" color="Black">Georgia Tax-Free Bond
0.10
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
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 Estate
0.30
Science & Technology
0.35
Short-Term Bond
0.10
Small-Ca p 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
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
Value
0.35
Virginia Tax-Free Bond
0.10



PAGE 199

(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, an d Summit Municipal Funds

The following funds pay the Investment Managers an annual investment management fee in monthly installments of the amount listed below based on the average daily net asset value of the fund.<R>

Fund


Fee %

Equity Index 500
0.10
Institutional Africa & Middle East
1.00
Institutional Foreign Equity
0.70
Institutional Global Equity
0.65
Institutional Global Large-Cap Equity
0.65
Institutional Large-Cap Core Growth
0.55
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
</R>

The following funds ("Single Fee Funds") pay the Investment Managers 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
Institutional Core Plus
0.45
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
International Equity Index
0.50
Short-Term Income
0.50
Summit Cash Reserves
0.45
Summit GNMA
0.60
Summit Municipal Money Market
0.45
Summit Municipal Intermediate
0.50
Summit Municipal Income
0.50
Total Equity Market Index
0.40
U.S. Bond Index
0.30


The Investment Management Agreement between each Single Fee Fund and the Investment Managers provides that the Investment Managers will pay all expenses of each fund`s operations, except interest, taxes, brokerage commissions, and other charges incident to the purchase, sale, or lending of the fund`s portfolio securities, and such non-recurring or extraordinary expenses that may arise, including the costs of a ctions, 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 the Investment Managers 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 the Investment Managers 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.

TRP Government Reserve Investment, TRP Reserve Investment, Retirement, and Spectrum Funds

None of these funds pays T. Rowe Price an investment management fee.

Japan Fund

Under a subadvisory agreement between T. Rowe Price International and Global Investment Services approved by the directors of the Japan Fund, Global Investment Services, (subject to the supervision of T. Rowe Price International), manages all the investments of the Japan Fund. For its services, Global Investment Services receives 50% of the investment management fee received by T. Rowe Price International from the Japan Fund.

International Discovery Fund

Under a subadvisory agreement between T. Rowe Price International and Global Investment Services approved by the directors of the International Discovery Fund, Global Investment Services, (subject to the supervision of T. Rowe Price International), manages the yen-denominated investments of the International Discovery Fund. For its services, Global Investment Services receives 50% of the investment management fee received by T. Rowe Price International from the International Discovery Fund attributable to the yen-denominated investments of the International Discovery Fund.

Institutional Foreign Equity and International Stock Funds

Under a subadvisory agreement between T. Rowe Price International and Global Investment Services, Global Investment Services (subject to the supervision of T. Rowe Price International) is authorized to trade Asian securities and make limited discretionary investment decisions on behalf of the Institutional Foreign Equity and International Stock Funds at times when the portfolio m anager for these funds is unavailable.

Strategic Income Fund

Under a subadvisory agreement between T. Rowe Price Associates and T. Rowe Price International, T. Rowe Price International (subject to the supervision of T. Rowe Price Associates) is responsible for selecting the Strategic Income Fund`s foreign fixed income investments in developed market countries.

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











2/28/09


2/29/08


2/28/07

California Tax-Free Bond
$1,288,000
$1,266,000
$1,215,000
California Tax-Free Money
545,000
489,000
457,000
Georgia Tax-Free Bond
536,000
526,000
471,000
Maryland Short-Term Tax-Free Bond
679,000
589,000
639,000
Maryland Tax-Free Bond
5,877,000
5,888,000
5,681,000
Maryland Tax-Free Money
959,000
905,000
744,000
New Jersey Tax-Free Bond
894,000
871,000
786,000
New York Tax-Free Bond
1,171,000
1,134,000
1,063,000
New York Tax-Free Money
616,000
540,000
495,000
Tax-Efficient Equity
225,000
265,000
234,000
Tax-Exempt Money
4,208,000
4,070,000
3,817,000
Tax-Free High Yield
8,193,000
9,250,000
9,183,000
Tax-Free Income(a)
8,174,000
8,413,000
8,228,000
Tax-Free Short-Intermediate
2,308,000
2,059,000
2,010,000
Virginia Tax-Free Bond
2,389,000
2,260,000
2,056,000


PAGE 201

(a)The fund has two classes of shares. The management fee is allocated to each class based on relative net assets.


Fund


Fiscal Year Ended











5/31/09


5/31/08


5/31/07

Corporate Income
$1,351,000
$1,004,000
$945,000
GNMA
6,290,000
6,066,000
5,703,000
TRP Government Reserve Investment
(a)
(a)
(a)
High Yield(b)
29,591,000
31,095,000
29,564,000
Inflation Protected Bond
857,000
488,000
371,000
Institutional Core Plus(c)
416,000
351,000
183,000
Institutional Floating Rate(c)
3,501,000
763,000
(d)
Institutional High Yield(c)
3,091,000
2,377,000
1,865,000
New Income(e)
33,374,000
32,498,000
20,717,000
Personal Strategy Balanced
6,609,000
8,280,000
7,611,000
Personal Strategy Growth
5,482,000
7,393,000
6,431,000
Personal Strategy Income
3,125,000
3,396,000
2,698,000
Prime Reserve
23,484,000
21,268,000
19,238,000
TRP Reserve Investment
(a)
(a)
(a)
Retirement 2005
(a)
(a)
(a)
Retirement 2010
(a)
(a)
(a)
Retirement 2015
(a)
(a)
(a)
Retirement 2020
(a)
(a)
(a)
Retirement 2025
(a)
(a)
(a)
Retirement 2030
(a)
(a)
(a)
Retirement 2035
(a)
(a)
(a)
Retirement 2040
(a)
(a)
(a)
Retirement 2045
(a)
(a)
(a)
Retirement 2050
(a)
(a)
(a)
Retirement 2055
(a)
(a)
(a)
Retirement Income
(a)
(a)
(a)
Short-Term Bond(b)
8,029,000
6,261,000
5,934,000
Short-Term Income(c)
6,418,000
6,158,000
2,349,000
Strategic Income(b)
113,000
(d)
(d)
U.S. Treasury Intermediate
655,000
861,000
727,000
U.S. Treasury Long-Term
593,000
1,350,000
905,000
U.S. Treasury Money
5,876,000
3,588,000
2,897,000


(a)The fund does not pay an investment management fee.

(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 and administrative expenses.

(d)Prior to commencement of operations.

(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











10/31/09


10/31/08


10/31/07

Africa & Middle East
$2,071,000
$5,764,000
$55,000
Emerging Europe & Mediterranean
4,338,000
15,506,000
17,207,000
Emerging Markets Stock
32,265,000
47,426,000
33,350,000
European Stock
4,687,000
7,919,000
8,716,000
Global Infrastructure(b)
(a)
(a)
(a)
Global Large-Cap Stock(b)
121,000
1,000
(a)
Global Stock(b)
4,090,000
6,579,000
3,726,000
Institutional Africa & Middle East
524,000
420,000
(a)
Institutional Emerging Markets Equity(c)
3,172,000
4,375,000
2,506,000
Institutional Foreign Equity
345,000
700,000
1,256,000
Institutional Global Equity
882,000
590,000
18,000
Institutional Global Large-Cap Equity
50,000
0
(a)
International Discovery
16,235,000
26,803,000
27,857,000
International Equity Index(c)
1,697,000
2,589,000
2,169,000
International Growth & Income(d)
14,634,000
18,380,000
16,832,000
International Stock(d)
28,577,000
41,493,000
45,077,000
Japan
1,773,000
2,706,000
3,936, 000
Latin America
18,537,000
35,622,000
29,000,000
New Asia
19,857,000
33,489,000
25,366,000
Overseas Stock
9,892,000
9,698,000
3,992,000
Summit Cash Reserves(c)
28,319,000
27,033,000
22,987,000
Summit GNMA(c)
804,000
493,000
448,000
Summit Municipal Income(c)
1,765,000
2,089,000
2,219,000
Summit Municipal Intermediate(c)
4,429,000
3,496,000
2,765,000
Summit Municipal Money Market(c)
1,371,000
1,534,000
1,348,000
U.S. Bond Index(c)
1,097,000
857,000
641,000


PAGE 203

(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 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.

<R>< td style="">29,616,000

Fund


Fiscal Year Ended











12/31/09


12/31/08


12/31/07

Balanced
$10,384,000
$12,449,000
$14,293,000
Blue Chip Growth(a)
53,303,000
64,712,000
68,145,000
Capital Appreciation(b)
47,301,000
55,950,000
63,628,000
Capital Opportunity(a)
1,015,000
1,128,000
1,206,000
Diversified Mid-Cap Growth
536,000
662,000
691,000
Diversified Small-Cap Growth
422,000
498,000
584,000
Dividend Growth
4,034,000
3,931,000
4,521,000
Emerging Markets Bond
8,069,000
5,093,000
4,873,000
Equity Income(a)
81,940,000
105,615,000
132,535,000
Equity Index 500
13,656,000
14,160,000
13,738,000
Extended Equity Market Index(c)
1,052,000
1,342,000
1,611,000
Financial Services
1,954,000
2,164,000
2,853,000
Global Real Estate(b)
82,000
< font style="font-size:10.0pt;" face="Berkeley Book">9,000
(d)
Global Technology
1,186,000
1,101,000
1,235,000
Growth & Income
5,001,000
6,536,000
8,655,000
Growth Stock(a)
94,838,000
118,143,000
128,122,000
Health Sciences
12,095,000
13,735,000
12,874,000
Institutional Emerging Markets Bond(c)
614,000
179,000
183,000
Institutional International Bond(e)
455,000
341,000
223,000
Institutional Large-Cap Core Growth
575,000
599,000
229,000
Institutional Large-Cap Growth
6,888,000
7,437,000
6,378,000
Institutional Large-Cap Value
1,674,000
1,684,000
1,372,000
Institutional Mid-Cap Equity Growth
2,368,000
2,697,000
2,728,000
Institutional Small-Cap Stock
1,644,000
2,400,000
2,716,000
Institutional U.S. Structured Research
644,000
615,000
52,000
International Bond(b)
19,301,000
19,258,000
16,095,000
Media & Telecommunications
7,603,000
9,646,000
12,475,000
Mid-Cap Growth(a)
79,530,000
92,941,000
110,090,000
Mid-Cap Value(a)
37,085,000
41,155,000
52,862,000
New America Growth
4,493,000
4,806,000
5,482,000
New Era
22,381,000
34,039,000
30,900,000
New Horizons
30,750,000
38,581,000
48,350,000
Real Estate(b)
10,445,000
12,540,000
15,234,000
Science & Technology(b)
14,663,000
16,219,000
21,145,000
Small-Cap Stock(b)
31,647,000
39,706,000
57,945,000
Small-Cap Value(b)
32,423,000
41,099,000
Spectrum Growth
(e)
(e)
(e)
Spectrum Income
(e)
(e)
(e)
Spectrum International
(e)
< font style="font-size:10.0pt;" face="Berkeley Book">(e)
(e)
U.S. Large-Cap Core(b)
38,000
(d)
(d)
Total Equity Market Index(c)
1,555,000
1,825,000
2,045,000
Value(b)
48,229,000
47,909,000
50,381,000
</R>


(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, brokerag e, and other expenditures that are capitalized in accordance with generally accepted accounting principles and extraordinary expenses) 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.<R>< td style="text-indent:0.0pc;">(a)

Fund


Limitation Period


Expense
Ratio
Limitation %


Reimbursement
Date

Africa & Middle East
September 4, 2007 February 28, 2010
1.75
(a)
California Tax-Free Money(b)
July 1, 2009 June 30, 2011
0.55
(a)
Capital Opportunity FundAdvisor Class(c)
May 1, 2010 April 30, 2012
1.10
April 30, 2014(d)
Capital Opportunity FundR Class( e)
May 1, 2010 April 30, 2012
1.35
April 30, 2014(d)
Diversified Mid-Cap Growth
May 1, 2009 April 30, 2011
1.50
(a)
Diversified Small-Cap Growth(f)
May 1, 2010 April 30, 2012
1.25
April 30, 2014(d)
Dividend Growth FundAdvisor Class
May 1, 2008 April 30, 2010
1.05
April 30, 2012(d)
Emerging Europe & Mediterranean
May 1, 2009 February 28, 2011
2.00
(a)
Equity Index 500(g)
May 1, 2010< font style="font-size:10.0pt;" face="Berkeley Book" color="Black"> April 30, 2012
0.30
April 30, 2014(d)
Global Infrastructure
Ja nuary 27, 2010 February 29, 2012
1.10
(a)
Global Infrastructure FundAdvisor Class
January 27, 2010 February 29, 2012
1.20
(a)
Global Large-Cap Stock
October 27, 2008 February 28, 2011
1.00
(a)
Global Large-Cap Stock FundAdvisor Class
October 27, 2008 F ebruary 28, 2011
1.10
(a)
Global Real Estate
October 27, 2008 April 30, 2011
1.05
(a)
Global Real Estate FundAdvisor Class
October 27, 2008 April 30, 2011
1.15
(a)
Global Stock FundAdvisor Class(h)
March 1, 2010 February 29, 2012
1.15
February 28, 2014(d)
Inflation Protected Bond(i)
October 1, 2008 —< /font> September 30, 2010
0.50
September 30, 2012(d)
Institutional Africa & Middle East
April 30, 2008 February 28, 20 11
1.25
(a)
Institutional Foreign Equity(j)
November 1, 2009 - February 29, 2012
0.75
(a)
Institutional Global Equity(k)
March 1, 2009 February 28, 2011
0.75
(a)
Institutional Global Large-Cap Equity
October 27, 2008 February 28, 2011
0.75
(a)
Institutional Large-Cap Core Growth(l)
May 1, 2009 April 30, 2011
0.65
April 30, 2013(d)
Institutional Large-Cap Growth(m)
May 1, 2009 April 30, 2011
0.58
April 30, 2013(d)
Institutional Large-Cap Value
May 1, 2008 April 30, 2010
0.65
April 30, 2012(d)
Institutional U.S. Structured Research(n)
May 1, 2010 April 30, 2012
0.55
(a)
International Growth & Income Fund
R Class
March 1, 2008 February 28, 2010
1.40
February 29, 2012(d)
International Stock FundAdvisor Class
March 1, 2008 February 28, 2010
1.15
(a)
International Stock FundR Class(o)
March 1, 2010 February 29, 2012
1.40
New America Growth FundAdvisor Class(p)
May 1, 2010 April 30, 2012
1.10
(a)
New Income FundAdvisor Class(q)
October 1, 2008 September 30, 2010
0.90
(a)
New Income FundR C lass(r)
October 1, 2008 September 30, 2010
1.15
(a)
New York Tax-Free Money(s)
July 1, 2009 June 30, 2011
0.55
(a)
Short-Term Bond(t)
October 1, 2009 September 30, 2011
0.55
(a)
Short-Term Bond FundAdvisor Class(u)
October 1, 2009 September 30, 2011
0.85
(a)
Strategic Income Fund
December 15, 2008 September 30, 2011
0.80
(a)
Strategic Income Fun dAdvisor Class
December 15, 2008 September 30, 2011
0.95
(a)
Tax-Efficient Equity(v)
July 1, 2008 June 30, 2010
1.25
June 30, 2012(d)
U.S. Large-Cap Core Fund
June 26, 2009 April 30, 2012
1.15
(a)
U.S. Large-Cap Core FundAdvisor Class
June 26, 2009 April 30, 2012
1.20
(a)
U.S. Treasury Intermediate Fund
November 1, 2009 September 30, 2012
0.55
(a)
U.S. Treasury Long-Term Fund
November 1, 2009 September 30, 2012
0.55
(a)
</R>


PAGE 205

(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, 2009.

<R>
(c)The Capital Opportunity FundAdvisor Class previously operated under a l.10% expense limitation that expired April 30, 2010. The reimbursement period for this limitation extends through April 30, 2012.
</R>

(d)No reimbursement will be made after the reimbursement date or three years after any waiver or payment, whichever i s sooner.

<R>
(e)The Capital Opportunity FundR Class previously operated under a 1.35% expense limitation that expired April 30, 2010. The reimbursement period for this limitation extends through April 30, 2012.
</R>

<R>
(f)The Diversified Small-Cap Growth Fund previously operated under a 1.25% expense limitation that expired April 30, 2010. The reimbursement period for this limitation extends through April 30, 2012.
</R>

<R>
(g)The Equity Index 500 Fund previously operated under a 0.35% expense limitation that expired April 30, 2010. The reimbursement period for this limitation extends through April 30, 2012.
</R>

<R>
(h)The Global Stock FundAdvisor Class previously operated under a 1.15% expense limitation that expired February 28, 2010. The reimbursement period for this limitation extends through February 28, 2012.
</R>

<R>
(i)The Inflation Protected Bond Fund previously operated under a 0.50% expense limitation that expired September 30, 2008. The reimbursement period for this limitation extends through September 30, 2010.
</R>

<R>
(j)The Institutional Foreign Equity Fund previously operated under a 1.50% expense limitation. Effective November 1, 2009, the expense limitation was lowered to 0.75%.
</R>

<R>
(k)The Institutional Global Equity Fund previously operated under a 0.75% expense limitation that expired February 28, 2009.
</R>

<R>
(l)The Institutional Large-Cap Core Growth Fund previously operated under a 0.65% expense limitation that expired April 30, 2009. The r eimbursement period for this limitation extends through April 30, 2011.
</R>

<R>
(m)The Institutional Large-Cap Growth Fund previously operated under a 0.58% expense limitation that expired April 30, 2009. The reimbursement period for this limitation extends through April 30, 2011.
</R>

<R>
(n)The Institutional U.S. Structured Research Fund previously operated under a 0.55% expense limitation that expired on April 30, 2010.
</R>

<R>
(o)The International Stock FundR Class previously operated under a 1.40% expense limitation that expired February 28, 2010.
</R>

<R>
(p )The New America Growth FundAdvisor Class previously operated under a l.10% expense limitation that expired April 30, 2010.
</R>


<R>
(q)The New Income FundAdvisor Class previously operated under a 0.90% expense limitation that expired September 30, 2008.
</R>< p>

<R>
(r)The New Income FundR Class previously operated under a 1.15% expense limitation that expired September 30, 2008.
</R>

<R>
( s)The New York Tax-Free Money Fund previously operated under a 0.55% expense limitation that expired June 30, 2009.
</R>

<R>
(t)The Short-Term Bond Fu nd previously operated under a 0.55% expense limitation that expired September 30, 2009.
</R>

<R>
(u)The Short-Term Bond FundAdvisor Class previously o perated under a 0.85% expense limitation that expired September 30, 2009.
</R>

<R>
(v)The Tax-Efficient Equity Fund previously operated under a 1.25% expense limitation that expired June 30, 2008. The reimbursement period for this limitation extends through June 30, 2010.
</R>

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 i n 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.

Africa & Middle East Fund At October 31, 2009, there were no amounts subject to repayment by the fund. The fund operated below its expense limitation.

California Tax-Free Money Fund At February 28, 2009, management fees in the amount of $84,000 were waived. Including these amounts, management fees waived in the amount of $215,000 remain subject to repayment.

<R>
Capital Opportunity Fund, Capital Opportunity FundAdvisor and R Classes At December 31, 2009, expenses in the amount of $6,000 were reimbursed by the manager. Including these amounts, expenses previously reimbursed by the manager in the amount of $24,000 remain subject to repayment.
</R>

<R>
Diversified Mid-Cap Growth Fund At December 31, 2009, there were no amounts subject to repayment by the fund. The fund operated below its expense limitation.
</R>

<R>
Diversified Small-Cap Growth Fund At December 31, 2009, management fees in the amount of $93,000 were waived. Including these amounts, management fees waived and expenses previously reimbursed by the manager in the amount of $190,000 remain subject to repayment.
</R>

<R>
Dividend Growth FundAdvisor Class At December 31, 2009, expenses in the amount of $6,000 were reimbursed repaid to the manager. Including these amounts, expenses previously reimbursed by the manager in the amount of less than $1,000 remain subject to repayment.
</R>

Emerging Europe and Mediterranean Fund At October 31, 2009, there were no amounts subject to repayment by the fund. The fund operated below its expense limitation.

<R>
Equity Index 500 Fund At December 31, 2009, management fees in the amount of $2,937,000 were waived. Including these amounts, management fees waived in the amount of $5,672,000 remain subject to repayment.
</R>

Global Large-Cap Stock Fund and Global Large-Cap Stock FundAdvisor Class At October 31, 2009, management fees in the amount of $116,000 were waived and expenses previously reimbursed by the manager in the amount of $263,000 remain subject to repayment.

<R>
Global Real Estate Fund and Global Real Estate FundAdvisor Class At December 31, 2009, management fees in the amount of $82,000 were waived and expenses in the amount of $308,000 were reimbursed by the manager. Including these amounts, management fees waived and expenses previously reimbursed by the manager in the amount of $438,000 remain subject to repayment.
</R>

<R>
Global Stock FundAdvisor Class At October 31, 2009, expenses in the amount of $5,000 were reimbursed by the manager. Including these amounts, expenses previously reimbursed by the manager in the amount of $18,000 remain subject to repayment.
</R>


PAGE 207

<R>
Inflation Protected Bond Fund At May 31, 2009, management fees in the amount of $448,000 were waived and expenses in the amount of $4,000 were reimbursed by the manager. Including these amounts, management fees waived and expenses previously reimbursed by the manager in the amount of $997,000 remain subject to repayment.
</R>

Institutional Africa & Middle East Fund At October 31, 2009, management fees in the amount of $223,000 were waived. Including the amounts, m anagement fees waived in the amount of $279,000 remain subject to repayment.

Institutional Global Equity Fund At October 31, 2009, management fees in the amount of $195,000 were waived. Including these amounts, management fees waived and expenses previously reimbursed by the manager in the amount of $645,000 remain subject to repayment.

Institutional Global Large-Cap Equity Fund At October 31, 2009, management fees in the amount of $50,000 were waived and expenses in the amount of $191,000 were reimbursed by the manager. Including these amounts, management fees waived and expenses previously reimbursed by the manager in the amount of $243,000 remain subject to repayment.

<R>
Institutional Large-Cap Core Growth Fund At December 31, 2009, management fees in the amount of $138,000 were waived. Including these amounts, management fees waived and expenses previously reimbursed in the amount of $408,000 remain subject to repayment.
</R>

<R>
Institutional Large-Cap Growth Fund At December 31, 2009, management fees in the amount of $29,000 were repaid. There were no amounts subject to repayment. The fund operated below its expense limitation.
</R>

<R>
Institutional Large-Cap Value Fund At December 31, 2009, there were no amounts subject to repayment by the fund. The fund operated below its expense limitation.
</R>

<R>
Institutional U.S. Structured Research Fund At December 31, 2009, management fees in the amount of $173,000 were waived. Including these amounts, management fees waived in the amount of $466,000 remain subject to repayment.
</R>

<R>
International Growth & Income FundR Class At October 31, 2009, the R class operated below its expense limitation.
</R>

<R>
International Stock FundAdvisor and R Classes At October 31, 2009, expenses in the amount of $7,000 were reimbursed by the manager. Including these amounts, expenses previously reimbursed by the manager in the amount of $12,000 remain subject to repayment. The Advisor Class operated below its expense limitation.
</R>

<R>
New America Growth FundAdvisor Class At December 31, 2009, expenses in the amount of $5,000 we re reimbursed repaid to the manager. Including these amounts, expenses previously reimbursed by the manager in the amount of $4,000 remain subject to repayment.
</R>

New Income FundAdvisor and R Classes At May 31, 2009, expenses in the amount of $3,000 were repaid to the manager. Including these amounts, expenses previously reimbursed by the manager in the amount of $10,000 remain subject to repayment.

New York Tax-Free Money Fund At February 28, 2009, management fees in the amount of $62,000 were waived. Including these amounts, management fees waived in the amount of $156,000 remain subject to repayment.

Short-Term Bond Fund and Short-Term Bond FundAdvisor Class At May 31, 2009, management fees in the amount of $0 were repaid and expenses in the amount of $915,000 were re imbursed by the manager. Including these amounts, management fees waived and expenses previously reimbursed by the manager in the amount of $2,025,000 remain subject to repayment.

Strategic Income Fund and Strategic Income FundAdvisor Class At May 31, 2009, management fees in the amount of $88,000 were waived and expenses in the amount of $42,000 were reimbursed by the manager. Including these amount s, management fees waived and expenses previously reimbursed by the manager in the amount of $130,000 remain subject to repayment.


Tax-Efficient Equity Fund At February 28, 2009, management fees in the amount of $71,000 were waived and expenses in the amount of $1,000 were reimbursed by the manager. Including these amounts, management fees waived in the amount of $105,000 remain subject to repayment.

<R>
U.S. Large-Cap Core and U.S. Large-Cap Core Growth At December 31, 2009, management fees in the amount of $38,000 were waived and expenses in the amount of $85,000 were reimbursed by the manager; all of which remain subject to repayment.
</R>

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 share holder 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 per centage 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.

Fund


Fiscal Year Ended











2/28/09


2/ 29/08


2/28/07

California Tax-Free Bond
$103,000
$96,000
$69,000
California Tax-Free Money
103,000
96,000
69,000
Georgia Tax-Free Bond
103,000
96,000
69,000
Maryland Short-Term Tax-Free Bond
103,000
96,000
69,000
Maryland Tax-Free Bond
135,000
125,000
91,000
Maryland Tax-Free Money
103,000
96,000
69,000
New Jersey Tax-Free Bond
103,000
96,000
69,000
New York Tax-Free Bond
103,000
96,000
69,000
New York Tax-Free Money
103,000
96,000
69,000
Tax-Efficient Equity
103,000
96,000
69,000
Tax-Exempt Money
135,000
125,000
91,000
Tax-Free High Yield
169,000
155 ,000
112,000
Tax-Free Income
152,000
139,000
100,000
Tax-Free Income FundAdvisor Class
32,000
31,000
22,000
Tax-Free Short-Intermediate
103,000
96,000
69,000
Virginia Tax-Free Bond
103,000
96,000
69,000

(c)

Fund


Fiscal Year Ended











5/31/09


5/31/08


5/31/07

Corporate Income
$164,000
$159,000
$124,000
GNMA
164,000
159,000
124,000
TRP Government Reserve Investment
98,000
98,000
77,000
High Yield
166,000
161,000
126,000
High Yield FundAdvisor Class
47,000
44,000
33,000
Inflation Protected Bond
144,000
128,000
100,000
Institutional Core Plus
198,000
173,000
112,000
Institutional Floating Rate
198,000
68,000
(a)
Institutional High Yield
198,000
190,000
148,000
New Income
230,000
225,000
171,000
New Income FundAdvisor Class
(b)
(b)
(b)
New Income FundR Class
(b)
(b)
(b)
Personal Strategy Balanced
199,000
191,000
148,000
Personal Strategy Growth
199,000
191,000
148,000
Personal Strategy Income
198,000
191,000
148,000
Prime Reserve
130,000
128,000
100,000
TRP Reserve Investment
144,000
128,000
100,000
Retirement 2005
(c)
(c)
(c)
Retirement 2005 FundAdvisor Class
(c)
(c)
(a)
Retirement 2005 FundR Class
(c)
(c)
(a)
Retirement 2010
(c)
(c)
(c)
Retirement 2010 FundAdvisor Class
(c)
(c)
(c)
Retirement 2010 FundR Class
(c)
(c)
Retirement 2015
(c)
(c)
(c)
Retirement 2015 FundAdvisor Class
(c)
(c)
(a)
Retirement 2015 FundR Class
(c)
(c)
(a)
Retirement 2020
(c)
(c)
(c)
Retirement 2020 FundAdvisor Class
(c)
(c)
(c)
Retirement 2020 FundR Class
(c)
(c)
(c)
Retirement 2025
(c)
(c)
(c)
Retirement 2025 FundAdvisor Class
(c)
(c)
(a)
Retirement 2025 FundR Class
(c)
(c)
(a)
Retiremen t 2030
(c)
(c)
(c)
Retirement 2030 FundAdvisor Class
(c)
(c)
(c)
Retirement 2030 Fu ndR Class
(c)
(c)
(c)
Retirement 2035
(c)
(c)
(c)
Retirement 2035 FundAdvisor Class
(c)
(c)
(a)
Retirement 2035 FundR Class
(c)
(c)
(a)
Retirement 2040
(c)
(c)
(c)
Retirement 2040 FundAdvisor Class
(c)
(c)
(c)
Retirement 2040 FundR Class
(c)
(c)
(c)
Retirement 2045
(c)
(c)
(c)
Retirement 2045 FundAdvisor Class
(c)
(c)
(a)
Retirement 2045 FundR Class
(c)
(c)
(a)
Retirement 2050
(c)
(c)
(c)
Retirement 2050 FundAdvisor Class
(c)
(c)
(c)
Retirement 2050 FundR Class
(c)
(c)
(c)
Retirement 2055
(c)
(c)
(c)
Retirement 2055 FundAdvisor Class
(c)
(c)
(a)
Retirement 2055 FundR Class
(c)
(c)
(a)
Retirement Income
(c)
(c)
(c)
Short-Term Bond
179,000
174,000
135,000
Short-Term Bond FundAdvisor Class
(b)
(b)
(b)
Short-Term Income
164,000
159,000
89,000
Strategic Income
95,000
(a)
(a)
Strategic IncomeAdvisor Class
(b)
(a)
(a)
U.S. Treasury Intermediat e
98,000
98,000
77,000
U.S. Treasury Long-Term
98,000
98,000
77,000
U.S. Treasury Money
98,000
98,000
77,000


PAGE 209


(a)Prior to commencement of operations.

(b)Less than $1,000.

(c)< /font>Paid by underlying Price funds pursuant to the Special Servicing Agreement.


Fund


Fiscal Year Ended











10/31/09


10/31/08


10/31/07

Africa & Middle East
$167,000
$199,000
$30,000
Emerging Europe & Mediterranean
104,000
134,000
117,000
Emerging Markets Stock
165,000
165,000
121,000
European Stock
106,000
135,000
118,000
Global Infrastructure
(a)
(a)
(a)
Global Infrastructure FundAdvisor Class
(a)
(a)
(a)
Global Large-Cap Stock
125,000
2,000
(a)
Global Large-Cap Stock FundAdvisor Class
3,000
(b)
(a)
Global Stock
116,000
147,000
130,000
Global Stock FundAdvisor Class
2,0 00
2,000
(b)
Institutional Africa & Middle East
178,000
10 2,000
(a)
Institutional Emerging Markets Equity
136,000
161,000
117,000
Institutional Foreign Equity
104,000
133,000
120,000
Institutional Global Equity
104,000
133,000
117,000
Institutional Global Large-Cap Equity
114,000
1,000
(a)
International Discovery
141,000
165,000
120,000
International Equity Index
137,000
167,000
145,000
International Growth & Income
123,000
142,000
122,000
International Growth & Income FundAdvisor Class
12,000
23,000
1,700
International Growth & Income Fund
R Class
2,000
3,000
3,000
International Stock
172,000
202,000
180,000
Int ernational Stock FundAdvisor Class
1,000
2,000
2,000
International Stock FundR Class
(b)
(b)
(b)
Japan
75,000
102,000
91,000
Latin America
100,000
104,000
91,000
New Asia
142,000
167,000
119,000
Overseas Stock
136,000
166,000
127,000
Summit Cash Reserves
104,000
133,000
117,000
Summit GNMA
104,000
133,000
117,000
Summit Municipal Income
74,000
102,000
90,000
Summit Municipal Intermediate
74,000
102,000
90,000
Summit Municipal Money Market
104,000
133,000
117,000
U.S. Bond Index
104,000
133,000
117,000


PAGE 211

(a)Prior to commencement of operations.

(b)Less than $1,000.

<R>

Fund


Fiscal Year Ended











12/31/09


12/31/08


12/31/07

Balanced
$159,000
$286,000
$153,000
Blue Chip Growth
86,000
149,000
112,000
Blue Chip Growth FundAdvisor Class
9,000
18,000
11,000
Blue Chip Growth FundR Class
(a)
1,000
1,000
Capital Appreciation
138,000
214,000
137,000
Capital Appreciation FundAdvisor Class
2,000
3,000
2,000
Capital Opportunity
118,000
208,000
151,000
Capital Opportunity FundAdvisor Class
5,000
1,000
(a)
Capital Opportunity FundR Class
(a)
(a)
(a)
Diversified Mid-Cap Growth
68,000
145,000
95,000
Diversified Small-Cap Growth
68,000
149,000
95,000
Dividend Growth
81,000
152,000
109,000
Dividend Growth FundAdvisor Class
(a)
(a)
(a)
Emerging Markets Bond
157,000
244,000
181,000
Equity Income
87,000
149,000
111,000
Equity Income FundAdvisor Class
10,000
19,000
13,000
Equity Income FundR Class
1,000
2,000
1,000
Equity Index 500
147,000
228,000
153,000
Extended Equity Market Index
128,000
308,000
153,000
Financial Services
68,000
139,000
95,000
Global Real Estate
177,000
42,000
(b)
Global Real Estate FundAdvisor Class
5,000
2,000
(b)
Global Technology
96,000
167,000
123,000
Growth & Income
69,000
137,000
95,000
Growth Stock
107,000
168,000
126,000
Growth Stock FundAdvisor Class
13,000
26,000
21,000
Growth Stock FundR Class
4,000
7,000
5,000
Health Sciences
157,000
217,000
152,000
Institutional Emerging Markets Bond
157,000
231,000
181,000
Institutional International Bond
157,000
235,000
106,000
Institutional Large-Cap Core Growth
68,000
138,000
95,000
Institutional Large-Cap Growth
68,000
135,000
95,000
Institutional Large-Cap Value
68,000
135,000
95,000
Institutional Mid-Cap Equity Growth
69,000
140,000
95,000
Institutional Small-Cap Stock
68,000
147,000
95,000
Institutional U.S. Structured Research
96,000
171,000
20,000
International Bond
144,000
217,000
176,000
International Bond FundAdvisor Class
27,000
42,000
19,000
Media & Telecommunications
96,000
169,000
95,000
Mid-Cap Growth
95,000
163,000
119,000
Mid-Cap Growth Fund—< /font>Advisor Class
4,000
6,000
4,000
Mid-Cap Growth FundR Class
1,000
2,000
1,000
Mid-Cap Value
85,000
151,000
112,000
Mid-Cap Value FundAdvisor Class
6,000
12,000
10,000
Mid-Cap Value FundR Class
4,000
8,000
7,000
New America Growth
81,000
150,000
109,000
New America Growth FundAdvisor Class
1,000
1,000
(a)
New Era
69,000
139,000
96,000< /font>
New Horizons
96,000
184,000
123,000
Real Estate
106,000
146,000
107,000
Real Estate Fun dAdvisor Class
4,000
3,000
2,000
Science & Technology
113,000
186,000
118,000
S cience & Technology FundAdvisor Class
18,000
31,000
19,000
Small-Cap Stock
77,000
151,000
101,000
Small-Cap Stock FundAdvisor Class
5,000
13,000
9,000
Small-Cap Value
124,000
183,000
121,000
Small-Cap Value FundAdvisor Class
17,000
23,000
17,000
Spectrum Growth
(c)
(c)
(c)
Spectrum Income
(c)
(c)
(c)
Spectrum International
(c)
(c)
(c)
Total Equity Market Index
128,000
290,000
152,000
U.S. Large-Cap Core
39,000
(b)
(b)
U.S. Large-Cap Core FundAdvisor Class
(a)
(b)
(b)
Value
77,000
131,000
91,000
Value FundAdvisor Class
9,000
24,000
19,000
</R>


(a)Less than $1,000.

(b)Prior to commencement of operations.

(c)< /font>Paid by underlying Price funds pursuant to the Special Servicing Agreement.

Other Shareholder Services

The funds (other than the Institutional Funds, Short-Term Income Fund, and TRP Reserve Investment Funds) have adopted an administrative fee payment ("AFP") program that authorizes the funds to make payments for services provided on behalf of the funds. Payments are made to retirement plans, retiremen t plan recordkeepers, insurance companies, banks, and broker-dealers for transfer agency, recordkeeping, and other administrative


PAGE 213

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 confirmatio ns 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 2009.<R>< tr bgcolor="#CCEEFF" width="0">

Fund


Payment

Africa & Middle E ast
$28,295
Balanced
438,213
Blue Chip Growth
3,066,239
California Tax-Free Bond
14,730
California Tax-Free Money
1,502
Capital Appreciation
1,574,031
Capital Opportunity
20,165
Corporate Income
18,949
Diversified Mid-Cap Growth
4,857
Diversified Small-Cap Growth
1,570
Dividend Growth
185,825
Emerging Europe & Mediterranean
41,876
Emerging Markets Bond
76,954
Emerging Markets Stock
777,219
Equity Income
2,883,166
Equity Index 500
49,311
European Stock
42,069
Extended Equity Market Index
9,724
Financial Services
64,184
Georgia Tax-Free Bond
13,026
GNMA
41,035
TRP Government Reserve Investment
(a)
Global Infrastructure
(b)
Global Large-Cap Stock
121
Global Real Estate
19
Global Stock
57,431
Global Technology
17,133
Growth & Income
27,265
Growth Stock
4,215,992
Health Sciences
542,525
High Yield
421,132
Inflation Protected Bond
29,084
Institutional Africa & Middle East
(a)
Institutional Core Plus
(a)
Institutional Emerging Markets Bond
(a)
Institutional Emerging Markets Equity
(a)
Institutional Floating Rate
(a)
Institutional Foreign Equity
(a)
Institutional Global Equity
(a)
Institutional Global Large-Cap Equity
(a)
Institutional High Yield
(a)
Institutional International Bond
(a)
Institutional Large-Cap Core Growth
(a)
Institutional Large-Cap Growth
(a)
Institutional Large-Cap Value
(a)
Institutional Mid-Cap Equity Growth
(a)
Institutional Small-Cap Stock
(a)
Institutional U.S. Structured Research
(a)
International Bond
468,468
International Discovery
747,667
International Equity Index
18,632
International Growth & Income
207,467
International Stock
288,899
Japan
22,037
Latin America
387,036
Maryland Short-Term Tax-Free Bond
23,415
Maryland Tax-Free Bond
129,173
Maryland Tax-Free Money
1,896
Media & Telecommunications
140,726
Mid-Cap Growth
4,994,628
Mid-Cap Value
1,513,005
New America Growth
97,399
New Asia
821,472
New Era
746,021
New Horizons
1,052,375
New Income
180,841
New Jersey Tax-Free Bond
9,529
< /td>
New York Tax-Free Bond
12,508
New York Tax-Free Money
120
Overseas Stock
23,351
Personal Strategy Balanced
449,251
Personal Strategy Growth
248,132
Personal Strategy Income
167,644
Prime Reserve
119,322
Real Estate
467,383
TRP Reserve Investment
(a)
Retirement 2005
(c)
Retirement 2010
(c)
Retirement 2015
< font style="font-size:10.0pt;" face="Berkeley Book">(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
332,484
Short-Term Bond
443 ,409
Short-Term Income
(a)
Small-Cap Stock
2,179,520
Small-Cap Value
832,925
Spectrum Growth
(c)
Spectrum Income
(c)
Spectrum International
(c)
Strategic Income
2,103
Summit Cash Reserves
10,208
Summit GNMA
4,527
Summit Municipal Income
132,424
Summit Municipal Intermediate
377,983
Summit Municipal Money Market
499
Tax-Efficient Balanced(d)
689
Tax-Efficient Equity(e)
686
Tax-Efficient Growth(f)
329
Tax-Exempt Money
35,030
Tax-Free High Yield
94,889
Tax-Free Income
102,541
Tax-Free Short-Intermediate
190,351
Total Equity Market Index
41,947
U.S. Bond Index
33,530
U.S. Large-Cap Core
0
U.S. Treasury Intermediate
164,065
U.S. Treasury Long-Term
16,251
U.S. Treasury Money
124,838
Value
288,156
Virginia Tax-Free Bond
76,373
</R>



PAGE 215

(a)Did not participate in AFP program.

(b)Prior to commencement of operations.

(c)Paid by underlying Price funds pursuant to the Special Servicing Agreement.

(d)The Tax-Efficient Balanced Fund merged into the Balanced Fund on August 28, 2009.

(e)The fund was formerly named Tax-Efficient Multi-Cap Growth Fund.

(f)The Tax-Efficient Growth Fund merged into the Tax-Efficient Equity Fund on A ugust 28, 2009.

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 2009.<R>< td style="text-indent:0.0pc;">International Stock FundR Class
< td style="">588,326

Fund


Payment

Blue Chip Growth FundAdvisor Class
$1,002, 176
Blue Chip Growth FundR Class
98,402
Capital Appreciation FundAdvisor Class
160,491
Capital Opportunity FundAdvisor Class
8,269
Capital Opportunity FundR Class
344
Dividend Growth FundAdvisor Class
10,184
Equity Income FundAdvisor Class
1,605,303
Equity Income FundR Class
218,404
Global Infrastructure FundAdvisor Class
(a)
Global Large-Cap Stock FundAdvisor Class
5
Global Real Estate FundAdvisor Class
3
Global Stock FundAdvisor Class
13,962
Growth Stock FundAdvisor Class
2,024,222
Growth Stock FundR Class
817,659
High Yield FundAdvisor Class
1,307,476
International Bond FundAdvisor Class
339,726
International Growth & Income FundAdvisor Class
241,694
International Growth & Income Fund
R Class
40,436
International Stock FundAdvisor Class
24,742
2,496
Mid-Cap Growth FundAdvisor Class
Mid-Cap Growth FundR Class
179,032
Mid-Cap Value FundAdvisor Class
505,836
Mid-Cap Value Fund R Class
330,301
New America Growth FundAdvisor Class
12,627
New Income FundAdvisor Class
17,390
New Income FundR Class
10,108
Real Estate FundAdvisor Class
67,201
Retirement 2005 FundAdvisor Class
(b)
Retirement 2005 FundR Class
(b)
Retirement 2010 FundAdvisor Class
(b)
Retirement 2010 FundR Class
(b)
Retirement 2015 FundAdvisor Class
(b)
Retirement 2015 FundR Class
(b)
Retirement 2020 FundAdvisor Class
(b)
Retirement 2020 FundR Class
(b)
Retirement 2025 FundAdvisor Class
(b)
Retirement 2025 FundR Class
(b)
Retirement 2030 FundAdvisor Class
(b)
Retirement 2030 FundR Class
(b)
Retirement 2035 FundAdvisor Class
(b)
Retirement 2035 FundR Class
(b)
Retirement 2040 FundAdvisor Class
(b)
Retirement 2040 FundR Class
(b)
Retirement 2045 FundAdvisor Class
(b)
Retirement 2045 FundR Class
(b)
Retirement 2050 FundAdvisor Class
(b)
Retirement 2050 FundR Class
(b)
Retirement 2055 FundAdvisor Class
(b)
Retirement 2055 FundR Class
(b)
Retiremen t Income FundAdvisor Class
(b)
Retirement Income FundR Class
(b)
Science & Technology FundAdvisor Class
437,870
Short-Term Bond FundAdvisor Class
161,671
Small-Cap Stock FundAdvisor Class
318,323
Small-Cap Value FundAdvisor Class
743,136
Strategic Income FundAdvisor Class
51
Tax-Free Income FundAdvisor Class
421,768
U.S. Large-Cap Core FundAdvisor Class
0
Value FundAdvisor Class
689,427
</R>



PAGE 217

(a)Prior to commencement of operations.

(b)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 Stock, Equity Index 500, Extended Equity Market Index, International Growth & Income, International Stock, Mid-Cap Growth, Mid-Cap Value, New Income, Overseas Stock, Short-Term Bond, Short-Term Income, Small-Cap Stock, Spectrum Income, Summit Cash Reserves, Total Equity Market Index, U.S. Bond 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."

Control of Investment Adviser

<R>
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, Inc. Group was formed in 2000 as a holding company for the T. Rowe Price-affiliated companies.
</R>

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 Price100 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, all of 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.

<R>
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.
</R>

Advisor and R Class

Distribution and Shareholder Services Plan

The fund directors adopted a plan pursuant to Rule 12b-1 with respect to each Advisor and R Class (collectively "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 daily net assets. Normally, the full amount of the fee is paid to the intermediary on shares sold through that intermediary; however, a lesser amount may be paid. In addition, the fee may be split among intermediaries based on the level of services provided by each. Intermediaries may use the 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 normally be made for funds that are closed to new investors. Such payments are made for the various services provided to the 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.


PAGE 219


Fund


Fiscal Year Ended
2/28/09

Tax-Free Income FundAdvisor Class
$769,000


Fund


Fiscal Year Ended
5/31/09

High Yield FundAdvisor Class
$2,661,000
New Income FundAdvisor Class
20,000
New Income FundR Class
22,000
Retirement 2005 FundAdvisor Class
19,000
Retirement 2005 FundR Class
85,000
Retirement 2010 FundAdvisor Class
1,079,000
Retirement 2010 FundR Class
1,381,000
Retirement 2015 FundAdvisor Class
201,000
Retirement 2015 FundR Class
46,000
Retirement 2020 FundAdvisor Class
1,817,000
Retirement 2020 FundR Class
2,201,000
Retirement 2025 FundAdvisor Class
228,000
Retirement 2025 FundR Class
37,000
Retirement 2030 FundAdvisor Class
1,348,000
Retirement 2030 FundR Class
1,607,000
Retirement 2035 FundAdvisor Class
151,000
Retirement 2035 FundR Class
26,000
Retirement 2040 FundAdvisor Class
821,000
Retirement 2040 FundR Class
921,000
Retirement 2045 FundAdvisor Class
65,000
Retirement 2045 FundR Class
11,000
Retirement 2050 FundAdvisor Class
62,000
Retirement 2050 FundR Class
72,000
Retirement 2055 FundAdvisor Class
9,000
Retirement 2055 FundR Class
2,000
Retirement Income FundAdvisor Class
307,000
Retirement Income FundR Class
313,000
Short-Term Bond FundAdvisor Class
9,000
Strategic Income FundAdvisor Class
0


Fund


Fiscal Year Ended
10/31/09

Global Infrastructure FundAdvisor Class
(a)
Global Large-Cap Stock FundAdvisor Class
$1,000
Global Stock FundAdvisor Class
26,000
International Growth & Income FundAdvisor Class
479,000
International Growth & Income Fund
R Class
132,000
International Stock FundAdvisor Class
35,000
International Stock FundR Class
9,000


(a)Prior to commencement of operations.

<R>< /tr>

Fund


Fiscal Year Ended
12/31/09

Blue Chip Growth FundAdvisor Class
$1,947,000
Blue Chip Growth FundR Class
311,000
Capital Appreciation FundAdvisor Class
340,000
Capital Opportunity FundAdvisor Class
19,000
Capital Opportunity FundR Class
2,000
Dividend Growth FundAdvisor Class
20,000
Equity Income FundAdvisor Class
3,687,000
Equity Income FundR Class
764,000
Global Real Estate FundAdvisor Class
1,000
Growth Stock FundAdvisor Class
4,004,000
Growth Stock FundR Class
2,826,000
International Bond FundAdvisor Class
1,057,000
Mid-Cap Growth FundAdvisor Class
1,127,000
Mid-Cap Growth FundR Class
646,000
Mid-Cap Value FundAdvisor Class
920,000
Mid-Cap Value FundR Class
1,149,000
New America Growth FundAdvisor Class
31,000
Real Estate FundAdvisor Class
150,000
Science & Technology FundAdvisor Class
774,000
Small-Cap Stock FundAdvisor Class
568,000
Small-Cap Value FundAdvisor Class
1,463,000
U.S. Large-Cap Core FundAdvisor Class
0
Value FundAdvisor Class
1,735,000
</R>


PAGE 221

(a)Prior to commencement of operations.

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 made by T. Rowe Price International. Decisions with respect to the selection, purchase, and sale of portfolio securities on behalf of all other Price Funds are made by T. Rowe Price. T. Rowe Price and T. Rowe Price International 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.

How Broker-Dealers Are Selected

With respect to equity and debt securities, T. Rowe Price or T. Rowe Price International 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 rece ive 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 or T. Rowe Price International 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 and T. Rowe Price International ordinarily place transactions with the issuer or a primary market-maker acting as principal for the securities on a net basis, with no brokerage commission being paid by the client (although the price usually includes undisclosed compensation) and may involve the designation of selling concessions. 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. Funds that invest exclusively or primarily in debt securities may nonetheless benefit from research and services received through the use of commissions generated by funds investing in equity securities.

Equity Securities

In purchasing and selling equity securities, T. Rowe Price and T. Rowe Price International seek to obtain quality 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 in return for a mix of brokerage and research services.

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 or T. Rowe Price International 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 execution.

As a general practice, transactions involving U.S. equity securities are executed in the primary market with market-makers, or through an electronic communications network ("ECN") or Alternative Trading System. 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 quality execution, orders for foreign equity securities may be placed through T. Rowe Price International`s


trading desk. Executions of orders may be directed to an affiliated trading desk that is best situated to execute a particular order.

Transactions on stock exchanges involve the payment of brokerage commissions. In transactions on stock exchanges in the U.S., these commissions are negotiated. Traditio nally, 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 or listed, and that listed securities may be purchased in the over-the-counter market if such market is deemed the primary market. In the case of securities traded on the over-the-counter 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 and T. Rowe Price International 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 and T. Rowe Price International 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 pa rticular transaction in terms of both execution and settlement; (d) the level and type of business done 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

T. Rowe Price and T. Rowe Price International receive a wide range of research services from broker-dealers. The services provide domestic and international perspectives and may cover investment opportunities throughout the world. These services include information on the economy, industries, groups of securities, individual companies, statistics, accounting and tax law interpretations, political developments, legal developments affecting portfolio securities, technical market action, pricing and appraisal services, performance analysis, credit analysis, risk measurement analysis, and analysis of corporate responsibility issues. Research services are received primarily in the form of written reports, e-mails, computer-generated services, telephone contacts, and personal meetings with security analysts. Such services may also be provided through meetings arranged with corporate management, industry spokespersons, economists, academicians, and government representatives. Some research may be incorporated into firm-wide systems or communications. Therefore, T. Rowe Price may have access to research obtained through commissions generated by T. Rowe Price International and T. Rowe Price International may have access to research obtained through commissions generated by T. Rowe Price.

Certain broker-dealers that provide quality brokerage and execution services also furnish proprietary research services to T. Rowe Price and T. Rowe Price International. Proprietary research may also include research provided by an affiliate of the broker-dealer. With regard to the payment of brokerage commissions and receipt of proprietary research, T. Rowe Price and T. Rowe Price International have adopted brokerage allocation policies which embody the concepts of Section 28(e) of the 1934 Act and which are in accordance with the Conduct of Business Rules of the United Kingdom Financial Services Authority. Section 28(e) permits an investment adviser to cause its accounts or clients to pay a higher commission to a broker-dealer that furnishes research services than what might be charged by another broker-dealer that does not furnish research services (or that furnishes brokerage and research services deemed to be of lesser value). The adviser must determine in good faith that the commission is reasonable in relation to the value of the research services (and any brokerage services) provided. The determination may be viewed in terms of either that particular transaction or the overall responsibilities of the adviser with respect to the accounts over which it exercises investme nt discretion. As a result, research may not necessarily benefit all accounts paying commissions to such broker-dealers.

Except as set forth in the following section on "Directed Brokerage," T. Rowe Price and T. Rowe Price International have policies of not allocating brokerage business in return for products or services other than


PAGE 223

brokerage or research services, although from time to time each receives third-party vendor services and products serving both research and non-research functions in accordance with the provisions of Section 28(e). T. Rowe Price and T. Rowe Price International cannot always readily determine the extent to which commissions charged by broker-dealers reflect the value of their research services. However, in accordance with regulations issued by the United Kingdom Financial Services Authority, T. Rowe Price International makes a good faith determination of the amount of its clients` commissions attributable to research.

T. Rowe Price and T. Rowe Price International may receive proprietary research from broker-dealers in connection with brokerage transactions, including selling concessions and designations in fixed-price offerings in which a Price Fund or non-ERISA client participates.

Research services received from broker-dealers are supplemental to the research efforts of T. Rowe Price and T. Rowe Price International and, when utilized, are subject to internal analysis before being incorporated into their investment processes. As a practical matter, it would not be possible to take into consideration all of the information and varied opinions presently provided by broker-dealers. Independent third-party research is an important component of the Price Funds` investment selection process and may be paid for directly by T. Rowe Price or T. 0;Rowe Price International, obtained through commission sharing arrangements ("CSAs"), or acquired through "step-out" transactions.

T. Rowe Price and T. Rowe Price International may obtain third-party research from broker-dealers or non-broker-dealers by entering into CSAs. Under a CSA, the executing broker-dealer agrees that part of the commissions it earns on certain equity trades for the Price Funds will be allocated to one or more research providers, as directed by T. Rowe Price and T. Rowe Price International, as payment for research. The use of CSAs allows T. Rowe Price and T. Rowe Price International to direct broker-dealers to pool commissions that are generated from orders executed at that broke r-dealer (for equity transactions on behalf of the Price Funds and other client accounts), and then periodically direct the broker-dealer to pay third party research providers for research. All such uses of CSAs by T. Rowe Price and T. Rowe Price International shall be subject to applicable law and their best execution obligations.

In a ddition, proprietary research and services may be acquired or received either directly from executing brokers-dealers or indirectly through other brokers-dealers in step-out transactions or similar arrangements. A "step-out" is an arrangement by which an investment manager executes a trade through one broker-dealer but instructs that entity to step-out all or a portion of the trade to another broker-dealer. This second broker-dealer will clear, settle, and receive commissions for, the stepped-out portion. T. Rowe Price and T. Rowe Price International may use a step-out to compensate broker-dealers who provide valuable proprietary research services to the Price Funds. T. Rowe Price may also use full service broker-dealers that provide "bundled" proprietary research, either directly or through step-out transactions with other brokers. All s uch uses of brokerage by T. Rowe Price and T. Rowe Price International to acquire research shall be subject to applicable law and their best execution obligations. Lower commissions may be available from other broker-dealers that do not provide research.

While receipt of research services from brokerage firms has not reduced normal research activities by T. Rowe Price or T. Rowe Price International, the expenses of either could be materially increased if it attempted to generate such additional information through its own sta ff. To the extent that research services of value are provided by broker-dealers, T. Rowe Price and T. Rowe Price International are relieved of expenses which they might otherwise bear.

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.

At the present time, the Price Funds do not recapture commissions, underwriting discounts, or selling group concessions in connection with debt securities acquired in underwritten offerings. T. Rowe Price and T. Rowe Price International may, however, 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 and T. Rowe Price International have policies of not pre-committing a specific amount of business to any broker-dealer over any specific time period. Historically, 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 and T. Rowe Price International may choose to allocate brokerage among several broker-dealers that are able to meet the needs of the transaction.

Each year, T. Rowe Price and T. Rowe Price International assess the contributions of the equity brokerage and research services provided by broker-dealers and create a ranking of broker-dealers in response to these assessments. Portfolio managers, research analysts , and the trading department each evaluate the brokerage, execution, and research services they receive from broker-dealers and make judgments as to the quality of such services. Actual business received by a particular firm may not directly reflect its ranking in the voting process. It may be less than the suggested target but can, and often does, exceed the suggestions because the total business is allocated on the basis of all the considerations described above. Allocation of brokerage business is monitored on a periodic b asis by the Equity and Fixed Income Brokerage and Trading Control Committees. In no event is a broker-dealer excluded from receiving business from T. Rowe Price or T. Rowe Price International b ecause it has not been identified as providing research services. Discount or execution-only brokers, as well as ECNs, are used where deemed appropriate.

Trade Allocation Policies

T. Rowe Price and T. Rowe Price International have developed written trade allocation guidelines for their trading desks. Generally, when the amount of securities available in a public 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 part icipating 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; (ii) to give priority to accounts with specialized investment policies and objectives; and (ii i) 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 may limit availability of allocations to client accounts.

Miscellaneous

The brokerage allocation policies for T. Rowe Price and T. Rowe Price International 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 or T. Rowe Price International effect securities transactions may be used in servicing all accounts (including non-Price Funds) managed by T. Rowe Price or T. Rowe Price International. Therefore, research services received from broker-dealers that execute transactions for a particular fund will not necessarily be used by T. Rowe Price or T. Rowe Price International 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.

Since certain clients of T. Rowe Price and T. Rowe Price International have similar investment objectives and programs to those of a particular Price Fund, T. Rowe Price or T. Rowe Price International may make recommendations to other clients that result in t heir 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 and T. Rowe Price International not to favor one client over another in making recommendations or in placing orders. T. Rowe Price frequently follows the practice of grouping orders of various clients for execution. T. Rowe Price International may also follow this practice. 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 gr ouped. Where an aggregate order is executed in a


PAGE 225

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 may also include orders on behalf of the T. Rowe Price Associates Foundation, Inc. and the T. Rowe Price Program for Charitable Giving, Inc., not for profit entities, and the T. Rowe Price Savings Bank in aggregated orders from time to time.

T. Rowe Price and T. Rowe Price International 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 and T. Rowe Price International 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.

T. Rowe Price and T. Rowe Price International have established the Equity and Fixed Income Brokerage and Trading Control Committees, which are responsible for developing and monitoring brokerage policies and resolving questions relating to those policies.

T. Rowe Price and T. Rowe Price International 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. In certain limited instances, however, T. Rowe Price or T. Rowe Price International may increase aggregate ownership to a maximum of 15% or more. 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

For the fiscal years indicated, the total brokera ge commissions paid by each fund, including the discounts received by securities dealers in connection with underwritings, and the percentage of these commissions paid to firms which provided research, statistical, or other services to T. Rowe Price or T. Rowe Price International in connection with the management of each fund that invests in equity securities, are shown below.


Fund


Fiscal Year Ended




















2/28/09


%


2/29/08


%


2/28/07


%

California Tax-Free Bond
$228,000
(a)
$255,000
(a)
$251,000
(a)
California Tax-Free Money
8,000
(a)
0
(a)
2,000
(a)
Georgia Tax-Free Bond< br>75,000
(a)
60,000
(a)
67,000
(a)
Maryland Short-Term Tax-Free Bond
36,000
(a)
35,000
(a)
32,000
(a)
Maryland Tax-Free Bond
319,000
(a)
390,000
(a)
665,000
(a)
Maryland Tax-Free Money
11,000
(a)
2,000
(a)
26,000
(a)
New Jersey Tax-Free Bond
109,000
(a)
132,000
(a)
146,000
(a)
New York Tax-Free Bond
195,000
(a)
168,000
(a)
325,000
(a)
New York Tax-Free Money
4,000
< font style="font-size:10.0pt;" face="Berkeley Book">(a)
4,000
(a)
0
(a)
Tax-Efficient Equity
14,000
1.7
11,000
1.4
10,000
2.4
Tax-Exempt Money
13,000
(a)
2,000
(a)
5,000
(a)
Tax-Free High Yield
1,564,000
(a)
1,256,000
(a)
720,000
(a)
Tax-Free Income
1,676,000
(a)
1,136,000
(a)
1,121,000
(a)
Tax-Free Short-Intermediate
283,000
(a)
96,000< br>(a)
98,000
(a)
Virginia Tax-Free Bond
300,000
(a)
261,000
(a)
245,000
(a)

(a)Percentages are not required for funds that do not invest in equity securities.


(b)
< td style="">(a)

Fund


Fiscal Year Ended




















5/31/09


%


5/31/08


%


5/31/07


%

Corporate Income
$823,000
86.6
$ 415,000
95.7
$148,000
93.2
GNMA
11,000
(a)
85,000
(a)
200,000
(a)
TRP Government Reserve Investment
(b)
(b)
(b)
(b)
(b)
High Yield
15,219,000
78.2
6,936,000
92.1
18,250,000
91.8
Inflation Protected Bond
5,000
(a)
4,000
(a)
3,000
Institutional Core Plus
38,000
90.5
43,000
96.2
19,000
94.2
Institutional Floating Rate
1,033,000
(a)
(b)
(b)
(c)
(c)
Institutional High Yield
2,414,000
76.0
1,063,000
90.9
1,399,000
91.8
New Income
3,102,000
94.9
3,519,000
96.2
2,152,000
93.7
Personal Strategy Balanced
957,000
23.6
873,000
15.5
648,000
24.5
Personal Strategy Growth
855,000
26.1
817,000
18.4
540,000
28.9
Personal Strategy Income
636,000
14.2
370,000
13.0
230,000
20.3
Prime Reserve
(b)
(b)
(b)
(b)
(b)
(b)
TRP Reserve Investment
(b)
(b)
(b)
(b)
(b)
(b)
Retirement 2005
(b)
(b)
(b)
(b)
(b)
(b)
Retirement 2010
(b)
(b)
(b)
(b)
(b)
(b)
Retirement 2015
(b)
(b)
(b)
(b)
(b)
(b)
Retirement 2020
(b)
(b)
(b)
(b)
(b)
(b)
Retirement 2025
(b)
(b)
(b)
(b)
(b)
(b)
Retirement 2030
(b)
(b)
(b)
(b)
(b)
(b)
Retirement 2035
(b)
(b)
(b)
(b)
(b)
(b)
Retirement 2040
(b)
(b)
(b)
(b)
(b)
(b)
Retire ment 2045
(b)
(b)
(b)
(b)
(b)
(b)
Retirement 2050
(b)
(b)
(b)
(b)
(b)
(b)
Retirement 2055
(b)
(b)
(b)
(b)
(b)
(b)
Retirement Income
(b)
(b)
( b)
(b)
(b)
(b)
Short-Term Bond
1,262,000
(a)
658,000
(a)
471,000
(a)
Short-Term Income
345,000
(a)
550,000
(a)
175,000
(a)
Strategic Income
125,000
81.9
(c)
(c)
(c)
(c)
U.S. Treasury Intermediate
58,000
(a)
8,000
(a)
7,000
(a)
U.S. Treasury Long-Term
39,000
(a)
20,000
(a)
13,000
(a)
U.S. Treasury Money
(b)
(b)
(b)
(b)
(b)
(b)

(a)Percentages are not required for funds that do not invest in equity securities.

(b)Not applicable.

(c)Prior to commencement of operations.


Fund


Fiscal Year Ended




















10/31/09


%


10/31/08


%


10/31/07


%

Africa & Middle East
$932,000
1.6
$4,194,000
0.2
$193,000
8.6
Emerging Europe & Mediterranean
687,000
4.0
2,516,000
1.1
4,009,000
4.9
Emerging Markets Stock
4,855,000
32.5
7,467,000
31.2
6,981,000
3.9
European Stock
1,227,000
6.7
3,064,000
1.3
2,949,000
0.6
Global Infrastructure
(a)
(a)
(a)
(a)
(a)
(a)
Global Large-Cap Stock
130< /font>,000
2.6
3,000
23.0
(a)
(a)
Global Stock
1,610,000
18.0
3,705,000
28.8
2,013,000
13.1
Institutional Africa & Middle East
547,000
1.0
523,000
0.4
(a)
(a)
Institutional Emerging Markets Equity
458,000
33.3
911,000
31.5
486,000
3.8
Institutional Foreign Equity
90,000
27.8
215,000
20.0
426,000
1.6
Institutional Global Equity
195,000
26.7
433,000
31.4
11,000
10.2
Institutional Global Large-Cap Equity
312,000
0.5
2,000
23.4
(a)
(a)
International Discovery
3,039,000
29< font style="font-size:10.0pt;" face="Berkeley Book">.6
5,598,000
19.8
6,898,000
0.5
International Equity Index
344,000
0.2
135,000
1.1
246,000
0.0
International Growth & Income
1,777,000
10.9
1,544,000
16.8
1,488,000
1.2
International Stock
7,836,000
28.0
11,743,000
26.8
15,191,000
1.6
Japan
546,000
59.3
809,000
48.6
1,415,000
0.0
Latin America
1,752,000
38.3
3,657,000
51.7
6,254,000
9.8
New Asia
5,776,000
46.5
9,508,000
40.4
11,086,000
0.5
Overseas Stock
700,000
21.8
1,371,000
21.7
1,040,000
0.4
S ummit Cash Reserves
0
(b)
0
(b)
0
(b)
Summit GNMA
2,000
(b)
2,000
(b)
5,000
< font style="font-size:10.0pt;" face="Berkeley Book">(b)
Summit Municipal Income
370,000
(b)
323,000
(b)
569,000
(b)
Summit Municipal Intermediate
634,000
(b)
368,000
(b)
132,000
(b)
Summit Municipal Money Market
4,000
(b)
0
(b)
2,200
(b)
U.S. Bond Index
217,000
(b)
111,000
(b)
54,000
(b)


PAGE 227

(a)Prior to commencement of operations.

(b)Percentages are not required for funds that do not invest in equity securities.

<R>< td style="">(d)

Fund


Fiscal Year Ended




















12/31/09


%


12/31/08


%


12/31/07


%

Balanced
$1,738,000
15.6
$1,791,000
26.5
$887,000
8.6
Blue Chip Growth
8,282,000
35.4
8,826,000
45.3
5,546,000
33.9
Capital Appreciation
17,381,000
9.2
13,893,000
24.3
7,240,000
38.7
Capital Opportunity
264,000
13.9
301,000
35.9
219,000
31.0
Diversified Mid-Cap Growth
79,000
0.3
46,000
5.2
44,000
8.9
Diversified Small-Cap Growth
31,000
7.6
24,000
12.8
49,000
16.4
Dividend Growth
363,000
12.5
499,000
34.9
290,000
38.7
Emerging Markets Bond
(a)
(b)
(a)
(b)
0
(b)
Equity Income
5,217,000
17.2
13,095,000
26.0
12,007,000
25.1
Equity Index 500
1,617,000
0.3
1,200,000
0.8
483,000
3.3
Extended Equity Market Index
57,000
0.5
43,000
3.5
116,000
2.1
Financial Services
1,312,000
9.1
1,681,000
16.1
1,451,000
30.7
Global Real Estate
328,000
17.8
3,000
13.1
(c)
(c)
Global Technology
575,000
18.2
314,000
46.7
676,000
25.7
Growth & Income
12,917,000
13.2
614,000
36.5
928,000
45.4
Growth Stock
10,844,000
5.4
19,995,000
36.3
25,290,000
23.2
Health Sciences
2,638,000
0.9
3,463,000
21.0
5,621,000
22.2
Institutional Concentrated Large-Cap Value


4,000
6.3
1,000
22.1
Institutional Emerging Markets Bond
(a)
(b)
0
(b)
0
(b)
Institutional International Bond
(a)
(b)
0
(b)
0
(b)
Institutional Large-Cap Core Growth
94,000
30.9
121,000
31.2
33,000
15.5
Institutional Large-Cap Growth
1,280,000
8.5
1,408,000
34.4
1,268,000
32.8
Institutional Large-Cap Value
193,000
15.0
186,000
13.8
60,000
27.9
Institutional Mid-Cap Equity Growth
648,000
9.5
382,000
27.2
416,000
25.6
Institutional Small-Cap Stock
455,000
10.0
456,000
23.5
463,000
21.5
Institutional U.S. Structured Research
200,000
10.8
177,000
33.6
26,000
14.1
International Bond
(a)
(b)
(a)
(b)
0
(b)
Media & Telecommunications
3,025,000
21.9
3,017,000
26.1
4,653,000
10.4
Mid-Cap Growth
16,707,000
8.8
12,067,000
29.0
14,570,000
29.1
Mid-Cap Value
20,713,000
16.9
12,194,000
58.0
14,064,000
55.0
New America Growth
1,173,000
13.1
794,000
40.4
720,000
44.0
New Era
2,571,000
16.3
3,027,000
28.8
2,438,000
25.3
New Horizons
8,728,000
9.9
7,356,000
31.6
14,497,000
19.0
Real Estate
4,863,000
7.1
1,251,000
52.5
1,624,000
28.9
Science & Technology
5,789,000
12.9
4,719,000
39.8
7,083,000
24.5
Small-Cap Stock
7,431,000
10.5
5,894,000
26.7
8,137,000
23.3
Small-Cap Value
5,791,000
2.4
3,460,000
15.7
5,001,000
31.3
Spectrum Growth
(d)
(d)
(d)
(d)
(d)
Spectrum Income
(d)
(d)
(d)
(d)
(d)
(d)
Spectrum International
(d)
(d)
(d)
(d)
(d)
(d)
Total Equity Market Index
85,000
0.3
63,000
2.0
37,000
4.6
U.S. Large-Cap Core
7,000
0.8
(c)
(c)
(c)
(c)
Value
7,069,000
13.2
6,498,000
14.3
4,054,000
25.1
</R>


(a)Less than $1,000.

(b)Percentages are not required for funds that do not invest in equity securities.

(c)Prior to commencement of operations.

(d)Not applicable.


PAGE 229

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.








Fiscal Year Ended 2/28/09





Fund


Broker


Value of Stock Holdings


Value of Bond Holdings

California Tax-Free Bond




Banc of America Securities

$1,734,000

Goldman Sachs

1,341,000

JPMorgan Chase

660,000

Merrill Lynch Pierce Fenner & Smith

3,184,000
California Tax-Free Money




Banc of America Securities

2,220,000

JPMorgan Chase

3,210,000
Maryland Tax-Free Money




Banc of America Securities

17,575,000
New York Tax-Free Bond




Goldman Sachs

1,661,000
Tax-Exempt Money




Banc of America Securitie s

33,230,000

JPMorgan Chase

40,525,000
Tax-Free High Yield




Banc of America Securities

4,366,000
Tax-Free Income




Citigroup

800,000

Goldman Sachs

27,683,000

Merrill Lynch Pierce Fenner & Smith

736,000
Tax-Free Short-
Intermediate




Goldman Sachs

9,012,000

Merrill Lynch Pierce Fenner & Smi th

3,347,000


< td style="text-indent:0.0pc;">
Banc of America Securities







Fiscal Year Ended 5/31/09





Fund


Broker


Value of Stock Holdings


Value of Bond Holdings

Corporate Income




Banc of America Securities
$175
$7,962

Barclays Capital

591

Citigroup Global Markets

8,257

CS First Boston

770

Deutsche Bank

1,405

Goldman Sachs

14,823

Greenwich Capital Markets

461

JP Morgan Chase

16,982

Morgan Stanley

13,507

UBS Securities

1,233

Wachovia Securities

2,296
GNMA



< br>Greenwich Capital Markets

5,958

JP Morgan Chase

5,640
TRP Government Reserve Investment




Banc of America Securities

70,000

Barclays Capital

54,000

Citigroup Global Mark ets

69,974

CS First Boston

48,982

Deutsche Bank

52,000

JP Morgan Chase

25,000

Morgan Stanley

20,000
High Yield




Banc of America Securities
14,958


Goldman Sachs
9,383


JPMorgan Chase
6,457

Inflation Protected Bond




CS First Boston

1,266

JPMorgan Chase

739
Institutional Core Plus




Banc of America Securities

1,572

Barclays Capital

99

Citigroup Global Markets

1,375

CS First Boston

881

Deutsche Bank

558

Goldman Sachs

846

JP Morgan Chase

1,741

Merrill Lynch Pierce, Fenner & Smith

469

Morgan Stanley

1,550

UBS Securities

179

Wachovia Securities

234
Institutional High Yield




Banc of America Securities
1,728


Goldman Sachs
1,084


JP Morgan Chase
775

Institutional Floating Rate




Banc of America Securities

1,601
New Income




Banc of America Securities
1,575
111,345

Barclays Capital

7,376

Citigroup Global Markets

98,906

CS First Boston

94,098

Deutsche Bank

15,330

Goldman Sachs

81,483

Greenwich Ca pital Markets

9,995

JPMorgan Chase

187,423

Merrill Lynch Pierce, Fenner & Smit< /font>h

40,712

Morgan Stanley

165,117

Wachovia Securities

19,967
Personal Strategy
Balanced




Banc of America Securities
6,907
4,397

Barclays Capital
1,126
278

Citigroup Global Markets
352
2,587

CS First Boston
4
2,899

Deutsche Bank
1,363


Goldman Sachs
8,920
2,981

Greenwich High Yiel d

261

JPMorgan Chase
8,428
7,933

Merrill Lynch

2,095

Morgan Stanley
4,239
3,235

UBS Investment Bank

430
Personal Strategy Growth




Banc of America Securities
6,693
1,858

Barclays Capital
1,146
99

Citigroup Global Markets
328
606

CS First Boston
18
1,151

Deutsche Bank
806

Goldman Sachs
8,790
522

Greenwich High Yield

81

JPMorgan Chase
8,218
1,877

Merrill Lynch

1,063

Morgan Stanley
4,187
779

UBS Investment Bank

160
Personal Strategy Income




Banc of America Securities
2,857
3,199

Barclays Capital
462
219

Citigroup Global Markets
147
2,697

CS First Boston
9
2,493

Deutsche Bank
340
1,084

Goldman Sachs
3,759
2,651

Greenwich High Yield

152

JPMorgan Chase
3,568
5,256

Merrill Lynch

1,390

Morgan Stanley
1,756
3,014

UBS Investment Bank

1,036
Prime Reserve





78,761

Barclays Capital

82,501

Cit igroup Global Markets

129,246

Deutsche Bank

75,000

Goldman Sachs

75,000

JPMorgan Chase

6,200
TRP Reserve
Investment




Banc of America Securities

61,787

Barclays Capital

109,001

Citigroup Global Markets

359,831

CS First Boston

149,544

Deutsche Bank

25,000

Goldman Sachs

113,893

JPMorgan Chase

43,000
Short-Term Bond




Banc of America Securities

38,790

Barclays Capital

6,352

BB&T Capital Market

13,919

Citigroup Global Markets

16,012

CS First Boston

24,584

Deutsche Bank

3,780

Goldman Sachs

16,793

Greenwich Capital Markets

13,720

JPMorgan C hase

30,257

Morgan Stanley

35,726

UBS Securities

13,952
Short-Term Income




Banc of America Securities

13,179

Barclays Capital

2,683

BB&T Capital Market

7,297

Citigroup Global Markets

13,032

CS First Boston

14,514

Deutsche Bank

1,900

Goldman Sachs

7,614

Greenwich Capital Markets

10,409

JPMorgan Chase

15,873

Lehman Brothers

11,835

Morgan Stanley

13,565

UBS Securities

11,835
Strategic Income




Banc of America Securities
163
763

Barclays Capital

181

BNP Paribas Securities

74

Citigroup Global Markets

1,103

CS First Boston

1,000

Deutsche Bank

479

Goldman Sachs

1,164

Greenwich Capital Markets

382

JPMorgan Chase

1,798

Merrill Lynch Pierce, Fenner & Smith

459

Morgan Stanley

1,645

Wachovia Securities

690
U.S. Treasury
Intermediate




Banc of America Securities

6,164

Goldman Sachs

13,109

JPMorgan Chase

14,297
U.S. Treasury Long-Term




JPMorgan Chase

3,425
U.S. Treasury Money




Banc of America Securities

205,000

Barclays Capital

105,000

Citigroup Global Markets

159,956

CS First Boston

105,000

Deutsche Bank

105,000

JPMorgan Chase
 51;
105,000

Morgan Stanley

105,000

UBS Securities

94,162


PAGE 231



PAGE 233


< td style="text-indent:0.0pc;">







Fiscal Year Ended 10/31/09





Fund


Broker


Value of Stock Holdings


Value of Bond Holdings

Africa & Middle East




Deutsche Bank
$9,898,000


HSBC Brokerage
18,256,000

Morgan Stanley
7,191,000

Emerging Europe & Mediterranean




Merrill Lynch

$445,000

Goldman Sachs

89,000
European Stock




CS First Boston
13,826,000

Global Large-Cap Stock




CS First Boston
167,000


Goldman Sachs
146,000


JPMorgan Chase
459,000


Macquarie Equities USA
144,000


Morgan Stanley
202,000

Global Stock




Goldman Sachs
7,317,000
515,000

JPMorgan Chase
29,239,000


Merrill Lynch

2,578,000
Institutional Africa & Middle East




Deutsche Bank
3,411,000


EFG Hermes
1,635,000


HSBC Securities
6,517,000


Morgan Stanley
2,539,000

Institutional Emerging Markets Equity




EFG Hermes
2,503,000

Institutional Foreign Equity




CS First Boston
506,000


Goldman Sachs

40,000

Macquarie Equities
299,000


Merrill Lynch

201,000
Institutional Global Equity




Goldman Sachs
1,787,000


JPMorgan Chase
7,113,000

Institutional Global Large-Cap Equity




CS First Boston
128,000


EFG Hermes
144,000


Goldman Sachs
104,000


JPMorgan Chase
334,000


Macquarie Equities USA
105,000


Morgan Stanley
148,000

International Equity Index




Barclays Capital
2,118,000


CS First Boston
2,226,000


Deutsche Bank
1,652,000


Goldman Sachs

858,000

Macquarie Equities USA
762,000


Merrill Lynch

4,296,000

UBS Investment Bank
2,162,000

International Growth & Income




Deutsche Bank
35,128,000


Goldman Sachs

5,913,000

HSBC Securities
26,448,000


Macquarie Equities USA
17,691


Merrill Lynch

29,597,000
International Stock




CS First Boston
47,943,000


Macquarie Equities USA
28,311

Japan




Goldman Sachs

625,000

Merrill Lynch

3,126,000
Latin America




Goldman Sachs

1,969,000

Merrill Lynch

9,854,000
Overseas Stock




Deutsche Bank
12,406,000


Macquarie Equities USA
10,605,000

Summit Cash Reserves




Banc of America Securities
 51;
11,454,000

Barclays Capital

50,000,000

Citigroup

123,470,000

CS First Boston

24,003,000

Goldman Sachs

50,000,000

Greenwich Capital Markets

37 ,495,000

JPMorgan Chase

59,675,000

Morgan Stanley

22,008,000
Summit GNMA




Citigroup

1,000

Deutsche Bank

1,000

Morgan Stanley

1,000
Summit Municipal Income




Banc of America Securities

2,110,000

Goldman Sachs

4,298,000

Merrill Lynch Pierce Fenner & Smith

1,253,000
Summit Municipal Intermediate




Goldman Sachs

13,854,000
Summit Municipal Money Market




Banc of America Securities

5,565,000

JPMorgan Chase

7,675,000

Merrill Lynch Pierce Fenner & Smith

1,500,000
U.S. Bond Index




Banc of America Securities

6,434,000

Barclays Capital

507,000

Citigroup

4,651,000

CS First Boston

1,933,000

Deutsche Bank

1,803,000

Goldman Sachs

4,196,000

Greenwich Capital Markets

1,094,000

JPMorgan Chase

5,039,000

Morgan Stanley

6,387,000

UBS Securities

1,730,000

Wells Fargo

2,789,000


PAGE 235



PAGE 237

<R>< td style="text-indent:0.0pc;">Credit Suisse
< td style="">146,000
< td style="">13,343,000







Fiscal Year Ended 12/31/09





Fund


Broker


Value of Stock Holdings


< font style="font-size:10.0pt;" face="Berkeley Book">Value of Bond Holdings

Balanced




Banc of America Securities
$22,064,000
$7,576,000

Barclays Capital
3,571,000
893,000

Citigroup
3,555,000
19,441,000

Credit Suisse
2,236,000
6,517,000

Deutsche Bank
2,026,000
9,881,000

Goldman Sachs
19,500,000
5,791,000

JPMorgan Chase
23,319,000
19,122,000

Merrill Lynch

3,015,000

Morgan Stanley
8,920,000
6,710,000
Blue Chip Growth




10,835,000


Goldman Sachs
256,975,000


JPMorgan Chase
179,181,000


Morgan Stanley
82,880,000


Wells Fargo Van Kasper
125,773,000

Capital Appreciation




Banc of America Securities
175,068,000


JPMorgan Chase
150,006,000

Capital Opportunity




Banc of America Securities
4,247,000


Citigroup
1,001,000


Goldman Sachs
2,212,000


JPMorgan Chase
4,275,000


Morgan Stanley
1,282,000

Dividend Growth




Goldman Sachs
9,016,000


JPMorgan Chase
16,935,000


Morgan Stanley
6,841,000


Wells Fargo Van Kasper
15,074,000

Equity Income




Banc of America Securities
375,272,000


JPMorgan Chase
581,330,000


Wells Fargo Van Kasper
329,991,000

Equity Index 500




Banc of America Securities
168,066,000


Citigroup
72,489,000


Goldman Sachs
97,492,000


JPMorgan Chase
184,449,000


Morgan Stanley
45,156,000


Wells Fargo Van Kasper
154,921,000

Extended Equity
Market Index




Investment Technology Group


Stifel Financial
370,000

Financial Services




Citigroup
1,967,000


Goldman Sachs
10,350,000


JPMorgan Chase
18,560,000


Morgan Stanley
7,379,000

Growth & Income




Goldman Sachs
10,012,000


JPMorgan Ch ase
16,339,000


Morgan Stanley
7,575,000


Suntrust Robinson Humphrey
5,186,000


Wells Fargo Van Kasper
6,003,000

Growth Stock




Goldman Sachs
216,740,000


JPMorgan Chase
407,478,000


Morgan Stanley
180,418,000


Wells Fargo Van Kasper
155,290,000

Institutional
International Bond




Banc of America Securities

390,000

Barclays Capital

1,128,000

Citigroup

514,000

Credit Suissse

328,000

Deutsche Bank

602,000

Goldman Sachs

416,000

HSBC Securities

567,000

ING Barings

130,000

JPMorgan Chase

437,000

Morgan S tanley

344,000

Societe Generale Securities

237,000

UBS Securities

400,000

Wells Fargo Securities

23,000
Institutional Large-Cap Core Growth




Credit Suisse
121,000


Goldman Sachs
3,292,000


JPMorgan Chase
2,317,000


Morgan Stanley
1,071 ,000


Wells Fargo Van Kasper
1,601,000

Institutional Large-Cap Growth




Goldman Sachs
30,104,000


JPMorgan Chase
29,273,000


Morgan Stanley
18,385,000


Wells Fargo Van Kasper
34,396,000

Institutional Large-Cap Value




Citigroup
1,547,000


Goldman Sachs
4,145,000


JPMorgan Chase
14,238,000


Morgan Stanley
3,218,000


Wells Fargo Van Kasper
1,357,000

Institutional
U.S. Structured Research




Citigroup
1,151,000


Goldman Sachs
2,609,000


JPMorgan Chase
5,021,000


Morgan Stanley
1,474,000


Wells Fargo Van Kasper
4,237,000

International Bond




Banc of America Securities

10,522,000

Barclays Capital

37,595,000

Citigroup

18,426,000

Credit Suisse

11,950,000

Deutsche Bank

7,150,000

Goldman Sachs

12,420,000

HSBC Securities

17,788,000

ING Barings

4,451,000

JPMorgan Chase

10,430,000

Morgan Stanley

14,384,000

RBC Capital Market

29,779,000

Societe Generale Securities

7,025,000

UBS Securities

12,445,000
New America Growth




Goldman Sachs
3,039,000


JPMorgan Chase
3,125,000


Morgan Stanley
3,700,000


Wells Fargo Van Kasper
2,707,000

Science & Technology




JPMorgan Chase

Small-Cap Value




Stifel Nicolaus
23,696,000

Total Equity Market Index




Banc of America Securities
5,639,000


Citigroup
2,350,000


Goldman Sachs
3,117,000


Investment Technology Group
67,000


JPMorgan Chase
5,979,000


Morgan Stanley
1,453,000


Stifel Nicolaus
121,000


Wells Fargo Van Kasper
4,943,000

U.S. Large-Cap Core




Banc of America Securities
330,000


Goldman Sachs
331,000


JPMorgan Chase
388,000


Wells Fargo Van Kasper
214,000

Value




Citigroup
30,460,000


Goldman Sachs
61,795,000


JPMorgan Chase
126,885,000


Morgan Stanley
48,544,000

</R>



PAGE 239



PAGE 241

Portfolio Turnover

The portfolio turnover rates for the funds (if applicable) for the fiscal years indicated are as follows:

Fund


Fiscal Year Ended< /font>











2/28/09


2/29/08


2/28/07

California Tax-Free Bond
22.5%
18.1%
27.5%
California Tax-Free Money
(a)
(a)
(a)
Georgia Ta x-Free Bond
28.2
19.7
27.0
Maryland Short-Term Tax-Free Bond
< font style="font-size:10.0pt;" face="Berkeley Book">23.0
29.4
69.7
Maryland Tax-Free Bond
21.9
22.9
19.6
Maryland Tax-Free Money
(a)
(a)
(a)
New Jersey Tax-Free Bond
12.5
16.7
14.8
New York Tax-Free Bond
21.3
28.4
26.6
New York Tax-Free Money
(a)
(a)
(a)
Tax-Efficient Equity
35.5
21.3
16.7
Tax-Exempt Money
(a)
(a)
(a)
Tax-Free High Yield
28.7
31.2
25.2
Tax-Free Income
41.4
29.9
28.1
Tax-Free Short-Intermediate
24.9
43.2
46.9
Virginia Tax-Free Bond
27.1
26.4
28.7

(a)Money funds are not required to show portfolio turnover.


<R>8.4

Fund


Fiscal Year Ended











5/31/09


5/31/08


5/31/07

Corporate Income
36.3
38.9%
42.8%
GNMA
108.3(a)
89.6(a)
80.7(a)
TRP Government Reserve Investment
(b)
(b)
(b)
High Yield
54.4
68.9
72.0
Inflation Protected Bond
33.6(c)
7.5
14.3
Institutional Core Plus
92.7
146.7
110.0
Institutional Floating Rate
74.8
70.8(d)
(e)
Institutional High Yield
46.4
61.9
73.0
New Income
81.5(a)
128.3(a)
104.8(a)
Personal Strategy Balanced
62.4
73.3
62.4
Personal Strategy Growth
55.7
57.7
50.1
Personal Strategy Income
67.1
81.4
70.0
Prime Reserve
(b)
(b)
(b)
TRP Reserve Investment
(b)
(b)
(b)
Retirement 2005
37.0
15.3
22.3
Retirement 2010
26.6
7.8
13.1
Retirement 2015
24.2
7.6
10.3
Retirement 2020
18.0
6.7
8.4
Retirement 2025
17.3
5.9
8.7
Retirement 2030
12.4
5.6
7.8
Retirement 2035
10.8
5.4
8.0
Retirement 2040
9.7
7.3
Retirement 2045
11.9
6.4
8.9
Retirement 2050
8.0
13.4
24.0(d)
Retirement 2055
19.0
17.0
33.0(d)
Retirement Income
31.8
7.8
36.3
Short-Term Bond
32.0
58.8
70.4
Short-Term Income
26.7
59.0
39.0(d)
Strategic Income
88.6
(e)
(e)
U.S. Treasury Intermediate
101.5
101.1
37.3
U.S. Treasury Long-Term
84.1
64.9
33.6
U.S. Treasury Money
(b)
(b)
(b)
</R>

(a)The portfolio turnover rate calculation includes purchases and sales from mortgage dollar roll transactions.

(b)Money funds are not required to show portfolio turnover.

(c)The increase in the fund` portfolio turnover rate from fiscal 2008 to fiscal 2009 was due to efforts to reposition the portfolio as a result of the unprecedented market conditions in the second half of 2008 and into 2009.

(d)Annualized.

(e)Prior to commencement of operations.


PAGE 243


Fund


Fiscal Year Ended











10/31/09


10/31/08


10/31/07

Africa & Middle East
93.2%
77.3%
16.6%(a)
Emerging Europe & Mediterranean
39.7
36.0
59.6
Emerging Markets Stock
37.0
30.9
43.5
European Stock
88.3
105.9
88.4
Global Infrastructure
(b)
(b)
(b)
Global Large-Cap Stock
122.0
5.5
(b)
Global Stock
90.2
145.6
109.8
Institutional Africa & Middle East
12 1.7
37.9
(b)
Institutional Emerging Markets Equity
43.5
37.5
49.9
Institutional Foreign Equity
61.4
71.9
73.7
Institutional Global Equity
91.1
168.3
138.0
Institutional Global Large-Cap Equity
128.5
5.5
(b)
International Discovery
64.5
66.7
67.9
International Equity Index
23.4
29.5
30.5
International Growth & Income
16.6
23.8
32.8
International Stock
65.0
63.7
74.1
Japan
121.5
105.3
110.8
Latin America
21.2
19.7
23.3
New Asia
59.6
55.4
53.4
Overseas Stock
20.9
34.2
46.2(a)
Summit Cash Reserves
(c)
(c)
(c)
Summit GNMA
61.0
130.0
92.4
Summit Municipal Income
25.1
36.8
37.4
Summit Municipal Intermediate
8.9
23.9
24.4
Summit Municipal Money Market
(c)
(c)
(c)
U.S. Bond Index
25.7
66.2(d)
< font style="font-size:10.0pt;" face="Berkeley Book">73.7(d)

(a)Annualized.

(b)Prior to commencement of operations.

(c)Money funds are not required to show portfolio turnover.

(d)Includes purchases and sales from the mortgage and dollar roll tran sactions.

<R>

Fund


Fiscal Year Ended











12/31/09


12/31/08


12/31/07

Balanced
43.1%
58.2%
60.4%
Blue Chip Growth
60.0
53.8
31.5
Capital Appreciation
86.0
94.3
52.6
Capital Opportunity
43.2
64.1
53.9
Diversified Mid-Cap Growth
31.3
37.8
27.9
Diversified Small-Cap Growth
27.7
30.2
47.2
Dividend Growth
14.3
23.1
16.5
Emerging Markets Bond
37.0
57.1
63.4
Equity Income
13.5
31.6
25.7
Equity Index 500
4.8
7.0
4.4
Extended Equity Market Index
18.2
19.6
37.6
Financial Services
83.5
122.6
139.8
Global Real Estate
12.4
0.3
(a)
Global Technology
109.9
95.8
107.3
Growth & Income
17.7
20.1
30.8
Growth Stock
59.0
55.6
51.2
Health Sciences
33.4
47.4
44.8
Institutional Emerging Markets Bond
31.3
116.5
83.8
Institutional International Bond
68.6
93.6
69.3(b)
Institutional Large-Cap Core Growth
60.2
61.8
78.4
Institutional Large-Cap Growth
60.9
65.5
61.2
Institutional Large-Cap Value
15.3
17.8
21.5
Institutional Mid-Cap Equity Growth
45.1
40.8
52.4
Institutional Small-Cap Stock
36.9
37.3
39.8
Institutional U.S. Structured Research
41.2
67.6
42.5(b)
International Bond
57.6
69.2
78.4
Media & Telecommunications
68.9
72.0
64.6
Mid-Cap Growth
30.7
32.7
35.2
Mid-Cap Value
58.1
74.3
73.4
New America Growth
67.7
88.0< br>60.1
New Era
20.5
21.0
17.5
New Horizons
26.6
25.8
27.7
Real Estate
19.5
14.9
32.5
Science & Technology
110.9
93.7
80.3
Small-Cap Stock
28.2
24.2
21.7
Small-Cap Value
7.8
13.2
14.0
Spectrum Growth
10.3
14.8(c)
5.0
Spectrum Income
16.0
24.0(d)
9.0
Spectrum International
15.7
5.1
1.4
Total Equity Market Index
9.0
5.9
9.1
U.S. Large-Cap Core
37.1
(a)
(a)
Value
20.2
19.9
18.8
</R>


(a)Prior to commencement of operations.

(b)Annualized.

(c)The increase in the fund`s portfolio turnover rate from 2007 to 2008 was primarily the result of adjustments to the fund`s investment program to more closely align the fund with its new benchmark. In addition to reallocating assets among different asset classes, the fund added two new underlying funds during 2008.

(d)The increase in the fund`s portfolio turnover rate from 2007 to 2008 was primarily the result of reducing the fund`s exposure to certain asset classes and increasing exposure to other asset classes that were more attractively valued.


PAGE 245

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP, 100 East Pratt St reet, 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.


<R>

PART II TABLE OF CONTENTS
































Page








Page
















Investment Objectives and Policies
161

In-Kind Redemptions and Purchases
223
Risk Factors
161

Tax Status
224
Portfolio Securities
177

Capital Stock
226
Derivatives
194

Organization of the Funds
232
Portfolio Management Practices
210

Proxy Voting Process and Policies
233
Investment Restrictions
212

Federal Registration of Shares
236
Custodian
218

Legal Counsel
236
Code of Ethics
218

Ratings of Commercial Paper
236
Disclosure of Fund Portfolio Information
218

Ratings of Corporate and Municipal Debt Securities
237

Pricing of Securities
221

Ratings of Municipal Notes and Variable Rate Securities
238
Net Asset Value Per Share
222

Index
239
Dividends and Distributions
223



</R>

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

<R>
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.
</R>

Risk Factors of Investing in Foreign Securities

General

Foreign securities include U.S. dollar-denominated and non-U.S. dollar-denominated securities of foreign issuers.


PAGE 247

There are special risks in foreign investing. Certain of these risks are inherent in any mutual fund investing in foreign securities while others relate more to the countries in which the funds will invest. Many of the risks are more pronounced for investments in developing or emerging market countries, such as many of the countries of A frica, Asia, Eastern Europe, Latin America, the Middle East, and Russia. There is no universally accepted definition of an emerging market country, but the funds generally use the classification made by MSCI Barra, an independent party provider of investment tools and data services for institutions worldwide.

<R>
Political and Economic Factors Foreign investments involve risks unique to the local political, economic, 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. 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, significant external political and economic risks currently affect some foreign countries. For example, both Taiwan and China still claim sovereignty over on e another and there is a demilitarized border and hostile relations between North and South Korea. War and terrorism affect 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 fixed-income and equity markets around the world. E uropean countries can be significantly affected by the tight fiscal and monetary controls that the European Economic and Monetary Union ("EMU") imposes for membership. Europe`s economies are diverse, its governments are decentralized, and its cultures vary widely. Europe`s economies are diverse, its governments are decentralized, and its cultures vary widely. In 2010, several EU countries, including Greece, Ireland, Italy, Spain, and Portugal, began to face budget issues. Some of which may have negative long-term effects for the economies of those countries and other EU countries. There is continued concern about national-level support for the euro and the accompanying coordination of fiscal and wage policy among EMU member countries. Member countries are required to maintain tight control over inflation, public debt, and budget deficit to qualify for membership in the EMU. These requirements can severely limit EMU member countries` ability to implement monetary policy to address regional economic conditions.
</R>

Governments in ce rtain 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 cou ntries.

Currency Fluctuations 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` assets denominated in that currency. Such changes will also affect the funds` income. Generally, when a given currency appreciates against the U.S. dollar (the U.S. dollar weakens), the value of the funds` securities denominated in that currency will rise. When a given currency depreciates against the U.S. dollar (the U.S. dollar strengthens), the value of the funds` securities denominated in that currency will decline.

Investment and Repatriation Restrictions Foreign investment in the securities markets of certain foreign countries is restricted or controlled to varying degrees. These restrictions limit and, at times, preclude investment in such countries and increase the cost a nd expenses of the funds. Investments by foreign investors are subject to a variety of restrictions in many developing countries. These restrictions may take the form of prior governmental approval, limits on the amount or type of securities held by foreigners, and limits on the types of companies in which foreigners may invest. Additional or different restrictions may be imposed at any time by these or other countries in which the funds invest. In addition, the repatriation of both investment income and capital from several foreign countries is restricted and controlled under certain regulations, < font style="font-size:8.0pt;" face="MetaPlusLF-NormalRoman" color="Black">including in some cases the need for certain government consents.

Market 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` portfolio securities may be less liquid and subject to more rapid and erratic


price movements than securities of comparable U.S. companies. Securities may trade at price/earnings multiples higher than comparable 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, settlement practices for transactions in foreign markets may differ from those in U.S. markets. Such differences include delays beyond periods customary in the United States and practices, such as delivery of securities prior to receipt of payment, which increase the likelihood of a "failed settlement." Failed settlements can result in losses to the funds.

Depositary Receipts It is expected that most foreign securities will be purchased in over-the-counter 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 American Depositary Receipts ("ADRs") and Global Deposita ry Receipts ("GDRs"), 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 and GDRs is that investors do not have to buy shares through the issuing company`s home exchange, which may be difficult or expensive. ADRs and GDRs 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.

For purposes of a fund`s investment policies, investments in ADRs and GDRs 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"). P-notes may be used while a fund is awaiting approval from a foreign exchange to trade securities directly or to invest in foreig n markets that restrict foreign investors. For instance, foreign investors such as the funds are restricted from investing directly in individual stocks traded on the Saudi stock exchange, but are permitted to access the Saudi Arabian market by purchasing P-notes. P-notes are generally issued by banks or broker-dealers and are designed to offer a return linked to a particular underlying equity security and the P-note`s performance may differ from the underlying security`s performance. 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 as an owner of the underlying stock, such as voting rights. 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 the funds invest 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


PAGE 249

indirectly bear similar expenses of the underlying investment funds. In addition, the securities of these investment funds may trade at a premium over their net asset value.

Information and Supervision There is generally less pu blicly available information about foreign companies comparable to reports and ratings that are published about companies in the United States. Foreign companies are also generally not subject to uniform accounting, auditing and financial reporting standards, practices, and requirements comparable to those applicable to U.S. companies. It also is often more difficult to keep currently informed of corporate actions which 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.

Costs I nvestors should understand that the expense ratios of a fund investing primarily in foreign securities can be expected to be higher than investment companies investing in domestic securities, since the cost of maintaining the custody of foreign securities and the rate of advisory fees paid by the fund is higher.

Other With respect to certain foreign countries, especially developing and emerging ones, there is the pos sibility 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, political or social instability, or diplomatic developments which could affect investments by U.S. persons in those countries.

Small Companies Small companies may have less experienced management and fewer management resources than larger firms. A smaller company may have greater difficulty obtaining access to capital markets and may pay more for the capital it obtains. In addition, smaller companies are more likely to be involved in fewer market segments, making them more vulnerable to any downturn in a given segment. Some of these factors may also apply, to a lesser extent, to medium-sized companies.

Emerging Europe, Middle East, and Africa

Political Instability Many formerly communist, eastern European countries have experienced significant political and economic reform in recent years, and the eastward expansion of the European Union could help 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. 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. In all regions, such developments, if they were to recur, could reverse favorable trends toward economic and 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 the domestic economy. Other commodities such as base and precious metals are also important to these economies. Fluctuating supply and demand can significantly impact the price of such commodities.


Latin America

Inflation Most Latin American countries have experienced, at one time or another, severe and persistent levels of inflation, including, in some cases, hyperinflation. This has, in turn, led to high interest rates, extreme measures by governments to keep inflation in check, and a generally debilitating effect on economic growth. Although inflation in many countries has lessened, there is no guarantee it will remain at lower levels.

Political Instability The political history of certain Latin American countries has been characterized by political uncertainty, intervention by the military in civilian and economic spheres, and political corruption. Such developments, if they were to recur, could reverse favorable trends toward market and economic reform, privatization, and removal of trade barriers, and result in significant disruption in securities markets.

Foreign Currency Certain Latin American countries may experience sudden and large adjustments in their currency which, in turn, can have a disruptive and negative effect on foreign investors. Certain Latin American countries may impose restrictions on the free conversion of their currency into foreign currencies, including the U.S. dollar. There is no significant foreign exchange market for many currencies and it would, as a result, be difficult for the 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 developing countries. There have been moratoria on, and reschedulings of, repayment with respect to these debts. Such events can restrict the flexibility of these debtor nations in the international markets and result in the imposition of onerous conditions on their economies.

Japan

Japan has experienced earthquakes and tidal waves of varying degrees of severity, and the risks of such phenomena, and damage resulting therefrom, continue to exist. Japan also has one of the world`s highest 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.

Energy Japan has historically depended on oil for most of its energy requirements. Almost all of its oil is imported, the majority from the Middle East. In the past, oil prices have had a major impact on the domestic economy, but more recently Japan has worked to reduce its dependence on oil by encouraging energy conservation and use of alternative fuels. In addition, a restructuring of industry, with emphasis shifting from basic industries to processing and assembly type industries, has contributed to the reduction of oil consumption. However, there is no guarantee that this favorable trend will continue.

Foreign Trade Overseas trade is important to Japan`s economy. Japan has few natural resources and must export t o pay for its imports of these basic requirements. Because of the concentration of Japanese exports in highly visible products such as automobiles, machine tools, and semiconductors and the large trade surpluses ensuing therefrom, Japan has had difficult relations with its trading partners, particularly the U.S. It is possible that trade sanctions or other protectionist measures could impact Japan adversely in both the short term and long term.

Asia (ex-Japan)

< font style="font-size:9.5pt;" face="MetaPlusLF-MediumRoman" color="Black">Political 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.

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.

<R>
Economy A number of Asian companies ar e highly dependent on foreign loans for their operation, some of which may impose strict repayment term schedules and require significant economic and financial restructuring.
</R>


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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.
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China A-Shares The China Securities Regulatory Commission ("CSRC") may 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 International 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. It has been made clear to Chinese regulators, through T. Rowe Price International`s investment plan and compliance filings, that T. Rowe Price International 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 International may assert that T. Rowe Price International, 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 International could seek payment from the funds` A-share i nvestments.

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 conditi ons 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 matu rity 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 no t 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) recei ves 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 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 Sec urities Market 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.


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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 secur ities, 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 lo wer-rated debt 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 varie ty 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; consequen tly, 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. 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.

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Proposals have been introduced in Congress to restrict or eliminate the federal income tax exemption for < /font>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.
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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, < font style="font-size:8.0pt;" face="MetaPlusLF-NormalRoman" color="Black">nongovernmental insurance company.

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 ar e 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 insurers` ratings have recently been downgraded. Therefore, it is possible that default rates o n 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 d owngrade 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-qual ity 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 th e funds to dispose of their portfolio securities. Bonds for which there is only a "thin" market can be more difficult to value inasmuch as objective pricing data may be less available, and judgment may play a greater role in the valuation process.

Risk Factors of Investing in Taxable and Tax-Free Money Market Funds

The T. Rowe Price money mar ket 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 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 w ill 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


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their yields are not fixed. While the funds invest in high-grade money market instruments, investment in 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.

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 transpo rtation, 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-Ro os, 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 renew ed pressure on California governments and their ability to raise revenues. Although Orange County notably filed for 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 con ditions 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, which can result in sudden economic downturns and the unexpected inability of issuers to meet their obligations. 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 reven ue 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 author ities, 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 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.


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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 whic h 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 mechanism s 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 ad dition, 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 wi th 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 invest ments 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.

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 Condition s 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-gra de 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 struc ture 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 s tate. 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 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 pled ged 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. More detailed


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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 Y ork 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 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 th ese 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 prov ided 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 econ omic 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 press ure 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 government are not backed by the full faith and credit of the commonwealth but instead are subject to annual appropriations from the commonwealth`s gene ral 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 invest in priv ate 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


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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 c ontinue.

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 d eregulation 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 invest in obligat ions of Puerto Rico and its public corporations, the interest of which may be exempt from federal, state, and local income taxes. As of April 1, 2009, the general obligation debt of the commonwealth was rated Baa3 by Moody`s and BBB- by S&P. Both agencies have assigned stable outlooks to the ratings. The credit ratings reflect, in part, their concerns regarding a weak economy, structural budget imbalance, and rising debt burden.

Debt As of June 30, 2008, the outstanding debt of Puerto Rico borrowers totaled $47 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 strict limitations imposed by the commonwealth`s constitution. Debts of its municipalities are typically supported 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 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 c ommonwealth debt levels is by comparing the rate of growth of its debt to the rate of growth of its gross domestic product ("GDP"). For the five -year period that ended in June 2008, total public sector debt increased by 38%, whereas nominal-GDP rose by 18%.

Economy Puerto Rico`s economy is closely linked to the United States. Like the United States, the commonwealth has been experiencing an economic recession. Government officials estimate that the economy (as measured by real GNP) contracted 1.9% in 2007 and 2.5% in 2008 (preliminary) and will probably continue to decline over the next two years.

Manufacturing, especially pharmaceuticals, is very important to the local economy. Manufacturing accounted for 40% of GDP in 2008, and 10% of non-farm payroll employment (2008). Services are another component of the local economy, and repres ented 40% of GDP and 55% of employment. Tourism is an important sub-sector of services, and an important driver of the Puerto Rico`s economy. The number of tourists rose 2.50% annually between 2004 and 2008, while visitors` expenditures increased 5.0%.

For many years, U.S. companies operating in Puerto Rico were eligible to receive a 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, preliminary indications are that major pharmaceutical, instrument, and electronic manufacturing firms have not exited the market.

Financial Government officials estimate that general fund revenues were $8.45 bill ion and expenditures were $9.10 billion in fiscal year 2008. A new governor for the commonwealth was elected in November 2008. His administration estimates that the general fund deficit will be larger than previously anticipated for fiscal year 2009. As such, the governor is trying to implement various fiscal measures borrowings to reduce the gap over the next few years as well as borrowings and additional aid from the U.S. government.

Portfolio Securities

Types of Securities

Set forth below is additional information about certain of the investments described in the funds` prospectuses.

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Equity Securities
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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 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.
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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.
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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.
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Stock may 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.
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Debt Securities

U.S. Government Obligations  Bills, notes, bonds, and other debt securities issued by the U.S. Treasury. These are direct obligations of the U.S. government and differ mainly in the length of their maturities.

U.S. Government Agency Securities  Issued or guaranteed by U.S. government-sponsored enterprises and federal agencies. These include securities issued by the Federal National Mortgage Association ("Fannie Mae" or "FNMA"), GNMA, Federal Home Loan Bank, Federal Land Banks, Farmers Home Administration, Banks for Cooperatives, Federal Intermediate Credit Banks, Federal F inancing 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 also include securities issued by eligible private depository institutions and guaranteed by the Federal Deposit Insurance Corporation (FDIC) under its Temporary Liquidity Gua rantee Program.


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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.

Supranational Agencies  Securities of certain supranational entities, such as the International Development Bank.

Corporate Debt Securit ies  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 maturi ty 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 ne gotiated 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 t ax 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 Departm ent of Housing and Urban Development. The National Housing Act of 1934, as amended (the "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 Readjustme nt 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 subs tantially 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).


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Monthly distributions of interest, as contrasted to semiannual distributions which are common for other fixed interest investments, have the effect of compounding and thereby raising the effective annual yield earned on mortgage-backed securities. Because of the variation in the life of the pools of mortgages which back various mortgage- backed securities, and because it is impossible to anticipate the rate of interest at which future principal payments may be reinvested, the actual yield earned from a portfolio of mortgage-backed securities will differ significantly from the yield estimated by using an assumption of a certain life for each mortgage-backed security included in such a portfolio as described above.

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 pre payment 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. W hen 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 r ecent 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 se curities.

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-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-Back ed 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 are a type of potentially high-risk derivative. They represent interests in a pool of mortgages, the cash flow of which has been separated into its interest and principal components. Interest only securities ("IOs") receive the interest portion of the cash flow while principal only securities ("POs") receive the principal portion. IOs and POs are usually structured as tranches of a CMO. Stripped Mortgage-Backed Securities may be issued by U.S. government agencies or by private issuers similar to those described above with respect to CMOs and privately issued mortgage-backed certificates. As interest rates rise and fall, the value of IOs tends to move in the same direction as interest rates. The value of the 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 governm ent-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 det ermine 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 mortgages, the interest rate on ARMs is adjusted at regular intervals based on a specified, published interest rate "index"


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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 s ecurities 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 re present 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.

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 a ssets 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 r eceivables 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. Subordina te 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 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 likel y 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


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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 obtaini ng, 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 fi nancing, 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 th e securities comes from payment on the underlying trust receivables as well as from credit support.

Term Asset-Backed Securities Loan Facility

Certain funds that may purchase ABS and CMBS may also participate in the Term Asset-Backed Securities Loan Facility ("TALF"), provided by the Federal Reserve Bank of New York ("FRBNY"). The TALF provides eligible borrowers, such as the funds, with non-recourse funding secured by eligible ABS and CMBS owned by the borrower or acquired with the proceeds from the loans. "TALF-eligible securities" include certain ABS and CMBS as determined by the FRBNY, and may change from time to time. TALF loans are considered non-recourse because, if the fund does not repay the principal and interest on the loans, the FRBNY may generally enforce its rights only against the pledged collateral and not against other assets of the fund.

Under the TALF, a fund is able to borrow from the FRBNY to purchase TALF-eligible securities by pledging such securities as collateral for the loan, paying an up-front haircut amount that usually ranges from 5-15% of the value of the TALF-eligible securities that serve as collateral, and paying an administrative fee to the FRBNY. The terms of TALF loans are generally three or five years depending upon the type of collateral pledged by the fund.

The FRBNY receives interest and principal payments on the collateral, which are applied to repayment of the TALF loan, and any amounts remaining are paid to the fund. The fund remains responsible for any principal


loss on a TALF-eligible security purchased by the fund. If, however, the fund determines that the principal loss is in an amount equal to or greater than the fund`s haircut for the related TALF loan, the fund may choose to exercise its rights under the TALF to put such TALF-eligible security back to the FRBNY in complete satisfaction of the fund`s obligations under the related TALF loan. Thus, a fund should not be at risk, except in very limited circumstances, for losses in excess of its haircut because of the non-recourse nature of the TALF loan and the fund`s ability to put back the collateral to cancel the loan.

Borrowing money from the FRBNY under the TALF involves leverage because the fund will reinvest the proceeds from the TALF loan in other assets. Borrowings may amplify the effect on the Fund`s net asset value of any increase or decrease in the value of the security purchased with the borrowings. However, since the TALF loans are non-recourse and the fund may surrender collateral pledged at any time in full satisfaction of its obligation, this may minimize some of the risks of leverage.

While not anticipated, if the periodic interest and principal payments due on a TALF loan exceed the amounts received on the pledged TALF-eligible security, the fund may be required to pay such additional amounts from its other portfolio assets which could cause the fund to sell other holdings at times when it might not otherwise choose to do so. The fund may, however, surrender the collateral and terminate the TALF loan.

Funds may gain exposure to the TALF either by borrowing directly from the FRBNY or by investing in pooled vehicles that participate directly in TALF. Such pooled vehicles may be managed by T. Rowe Price or its affiliates. There will be no additional management fees charged to the investing funds by a pooled vehicle focusing its investments in TALF if it is managed by T. Rowe Price or its affiliates.

Inflation-Linked Securities

Inflation-linked securities are income-generating instruments whose interest and principal payments are adjusted for inflationa 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. gover nment. 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 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 th is 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 C ountries debt ("LDC debt").


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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 le nder 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.

Where required by applicable SEC positions, the funds will treat both the 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.

Pa y-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 r educe 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 a re 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.

Over the last few years, a market for the trade claims of bankrupt companies has developed. 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 c ode against any claim. Trade claims are subject to these defenses, the most common of which for trade claims 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 purchas e 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


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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.

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.
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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 sometime s 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 ma y 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 ti me 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 < /font>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 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.

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Build America Bonds The American Recovery and Reinvestment Act of 2009 created Build America Bonds, which allow state and local governments to issue taxable bonds in 2009 and 2010 to finance any capital expenditures for which they otherwise could issue tax-exempt governmental bonds. State and local governments receive a federal subsidy payment for a portion of their borrowing costs on these bonds equal to 35% of the total coupon int erest paid to investors. The municipality can 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 arr angement.

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.


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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 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 < /font>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 optio ns 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 in terest 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 characteri stics 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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Real Estate Investment Trusts ("REITs")
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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 expens es, 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.

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 diversifi cation 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.

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 indexe s 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 varia ble rate instrument which is subject to a demand feature entitles the purchaser to


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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 39 7 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 wil l 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.

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 securitie s 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.

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All Funds (other than the Money Funds)
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Investments in Other Investment Companies
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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.
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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
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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 du e 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 over-the-counter 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 < font style="font-size:8.0pt;" face="MetaPlusLF-NormalRoman" color="Black">greater volatility.
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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.
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The 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. 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 com pany and not more than 5% of the fund`s total assets may be in invested in a particular investment company.
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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.
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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. 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.

Prime Reserve, Summit Cash Reserves, and TRP Reserve Investment Funds

First Tier Money Market Securities Defined

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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 that is 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.
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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 over-the-counter ("OTC") market. Exchange-traded derivatives are traded via specialized derivatives exchanges or other 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 h edge 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 < font style="font-size:8.0pt;" face="MetaPlusLF-NormalRoman" color="Black">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.


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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.
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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 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 c all 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.

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For funds that utilize futures contracts, 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, and the rules of the CFTC promulgated thereunder. Accordingly, such funds are not subje ct to registration or regulation as CPOs.
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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 m ust 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 re quired 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.


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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 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 va lue 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 iden tical 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 < /font>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. The S&P 500 Index assigns relative weightings to the common stocks included in th e 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 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 e qual to 150% of the original margin deposit, if the contract were closed out. Thus, a purchase or sale of a futures contract may result in losses in excess of the amount invested in the futures contract.

Liquidity The 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 sel l 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 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.


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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 mar ket 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 New York Stock Exchange), 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, whic h 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.

Funds investing in municipal securities may trade in municipal bond index option futures or similar options on futures developed in t he 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 oth er 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 Fut ures 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 seri es 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 numbe r of options in each class which may be written or purchased by a single investor or group of investors 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 righ t 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 fore ign 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


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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 pr otections 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.

All Funds

Foreign C urrency 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 trad es. 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 eff ective 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 i n 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 instrumentthe 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 contra ct 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.

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 exc hange 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 other 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 the reunder 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 metho d 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.


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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, incl uding 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` fiscal years and any gains or losses will be recognized for tax purposes at that time. Such gains or 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 dis tribute net gains on such transactions to shareholders even though it may not have closed the transaction and received cash to pay such distributions.

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 straddl e 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 m ay 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 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. Although not anticipated, it is possible that final rules 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 Covered 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 or currency involved in the option. Covered call options will generally be written on securities or currencies which, in T. Rowe Price`s opinion, are not expected to have any major price increases or moves in the near future but which, over the long term, are deemed to be attractive investments for the 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). So long as the obligation of the writer of a call option continues, he may be assigned an exercise notice by the broker-dealer through whom such option was sold, requiring him to deliver the underlying security or currency against payment of the exercise price. This obligation terminates upon the expiration of the call option or such earlier time at which the writer effects a closing purchase transaction by repurchasing an option identical to that previously sold. To secure his obligation to deliver the underlying security or currency in the case of a call option, a writer is required to deposit in escrow the underlying security or currency or other assets in accordance with the rules of a clearing corporation.

The 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 but where the funds will establish and maintain, with its custodian for the term of the option, an account con sisting of cash, U.S. government securities, other liquid high-grade debt obligations, or other suitable cover as permitted by the SEC, having a value equal to the fluctuating market value of the optioned securities or currencies. While such an option would be "covered" with sufficient collateral to satisfy SEC prohibitions on issuing senior securities, this type of strategy would expose the 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 as described above, it will bear th e 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 his torical 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 New York Stock Exchange) or, in the absence of such sale, the mean of closing bid and ask prices. The option will be terminated upon expiration of the option, the purchase of an identical option in a closing transaction, or delivery of the underlying security or currency upon the exercise of the option.

Closing transactions will be effected in order to realize a profit on an outstanding call option, to prevent an underlying security or currency from being called, or to permit the sale of the underlying security or currency. Furthermore, effecting a closing transaction will permit the 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


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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 op tions. 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 i n 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 secu rity 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 unde rlying purchased calls and puts on identical securities or currencies with identical maturity dates.

Writing Covered 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 or currency at the exercise price during the option period (American style) or at the expiration of the option (European style). So long as the obligation of the writer continues, he may be assigned an exercise notice by the broker-dealer through whom such option was sold, requiring him to make payment to the exercise price against delivery of the underlying security or currency. The operation of put options in other respects, including their related risks and rewards, is substantially identical to that of call options.

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 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 New York Stock Exchange), or, in the absence of such sale, the mean of the closing bid and ask prices.

Purchasing Put Options

< div style="margin-left:1.83333pc;margin-right:0.0pc;text-indent:1.0pc;width:100%">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 whe n 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 New York Stock Exchange) or, in the absence of such sale, the mean of closing bid and ask prices. This asset will be terminated upon expiration of the option, the selling (writing) of an identical option in a closing transaction, or the delivery of the underlying security or currency upon the exercise of the option.

Purchasing Call Options

The 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


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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 un expected 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 New York Stock Exchange), or, in the absence of such sale, the mean of closing bid and ask prices.

Dealer (Over-the-Counter) Options

The 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.

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 Over-the-Counter ("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 t he 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 deal ers 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 a voiding 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.

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.


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Leverage risk occurs when the hybrid instrument is structured so that a given change in a benchmark or underlying asset is multiplied to produce a greater value change in the hybrid instrument, thereby magnifying the risk of loss as well as the potential for gain.

Hybrid instruments may also carry liquidity risk since the instruments are often "customized" to meet the portfolio needs of a particular investor, and therefore, the number of investors that are willing and able to buy such instruments in the secondary market may be smaller than that for more traditional debt securities. In addition, because the purchase and sale of hybrid instruments could take place in an over-the-counter market without the guarantee of a central clearing organization or in a transaction between the fund and the issuer of the hybrid instrument, the c reditworthiness 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.

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 g enerally 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 day s, 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 are made to broker-dealers, institutional investors, or other persons pursuant to agreements requiring that the loans be continuously secured by collateral at least equal at all times to the value of the securities lent, marked to market on a daily basis. The collateral received will consist of cash, U.S. government securities, letters of credit, or such other collateral as may be permitted under the funds` investment program. The collateral, in turn, is invested in short-term securities, including shares of the TRP Reserve Investment Funds. 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 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 obtai n 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 collat eral, should the borrower fail financially. Loans will be made only to firms deemed by T. Rowe Price to be of good standing and will not be made unless, in the judgment of T. Rowe Price, the consideration to be earned from such loans would justify the risk. Additionally, the 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.

Interfund Borrowing and Lending

The funds are parties to an 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 l oans 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.

Repurchase Agreements

The fun ds 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 spe cified 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 dir ectly, (2) the market value of the underlying security, including interest accrued, will be at all times equal to or exceed


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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 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.")

Money Market Reserves

The funds may invest their cash reserves primarily in one or more money market funds established for the exclusive use of the T. Rowe Price family of mutual funds and other clients of T. Rowe Price. Currently, two such money market funds are in operation: T. Rowe Price Government Reserve Investment Fund ("GRF") and T. Rowe Price Reserve Investment Fund ("RIF"), each a series of the T. Rowe Price Reserve Investment Funds, Inc. Additional series may be created in the future. These funds were created and operate under an exemptive order issued by the SEC.

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Both fu nds must comply with the requirements of Rule 2a-7 under the 1940 Act governing money market funds. GRF invests primarily in a portfolio of U.S. government-backed securities, primarily U.S. Treasuries, and repurchase agreements thereon. RIF invests at least 97% of its total assets in prime money market instruments receiving the highest credit rating.
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GRF and RIF provide a very efficient means of man aging the cash reserves of the funds. While neither GRF nor RIF pays an advisory fee to T. Rowe Price, they will incur other expenses. However, GRF and RIF are expected by T. Rowe Price to operate at very low expense ratios. The funds will only invest in GRF or RIF to the extent consistent with their investment objectives and programs.

Neither fund is insured or guaranteed by the FDIC or any other government agency. Although the funds seek to maintain a stable net asset value of $1.00 per share, it is possible to lose money by investing in them.

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 wou ld 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 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 c ase 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, the funds 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.< /div>

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) 60;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 fund`s 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:

(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 33xb6 /xb8 % 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;

(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


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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;

(a)Commodities (All funds except Spectrum Growth and Spectrum Income Funds) 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;

Equity Securities (Summit Municipal Funds) Purchase equity securities or securities convertible into equity securitie s;

(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 Investment, Retirement, Spectrum, Summit Cash Reserves, Total Equity Market Index, and U.S. Bond 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 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 Investment, 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;

(a)Loans (All funds except Retirement a nd 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 33xb6 /xb8 % of the value of the funds` total assets; (ii) purchase money market securities and enter into repurchase agreements; and (iii) acquire publicly distributed or privately placed debt securities and purchase debt;

(b)Loans (Retirement and Spectrum Funds) Make loans, although the funds may purchase money market securities and enter into repurchase agreements;

Margin (Spectrum Funds) Purchase securities on margin, except for use of short-term credit necessary for clearance of purchases of portfolio securities;


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;

Percent Limit on Assets Invested in Any One Issuer (All funds except Africa & Middle East, Emerging Europe & Mediterranean, Emerging Markets Bond, Global Real Estate, Institutional Africa & Middle East, Institutional Emerging Markets Bond, Institutional International Bond, Institutional Large-Cap Growth, International Bond, Latin America, New Asia, Retirement, 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 securities issued or guaranteed by the U.S. government, its agencies, or instrumentalities;

Percent Limit on Share Ownership of Any One Iss uer (All funds except Africa & Middle East, Emerging Europe & Mediterranean, Emerging Markets Bond, Global Real Estate, Institutional Africa & Middle East, Institutional Emerging Markets Bond, Institutional International Bond, Institutional Large-Cap Growth, International Bond, Latin America, New Asia, Retirement, and Spectrum Funds, and the State Tax-Free Income Trust) Purchase a security i f, 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);

(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);

(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;

Short Sales (Spectrum Funds) Effect short sales of securities;

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

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 Retirement 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.


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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 International Equity Funds, Tax-Efficient Equity, and Equity Funds except Financial Services, Global Infrastructure, Global Technology, Media & Telecommunications, New Era, and Science & Technology Funds. For Financial Services, Global Infrastructure, Global Technology, Media & Telecommunications, New Era, 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 Protected Bond, Institutional Core Plus, New Income, Short-Term Bond, Short-Term Income, Strategic Income, and U.S. Bond Index Funds, and the fixed-income investments of the Balanced 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. For the Emerging Markets Bond, GNMA, High Yield, Institutional Emerging Markets Bond, Institutional Floating Rate, Institutional High Yield, Institutional International Bond, International Bond, Prime Reserve, TRP Reserve Investment, Summit Income, and U.S. Treasury Funds, industries are determined by reference to industry classifications set forth in their semian nual and annual reports. Annual changes by MSCI/S&P 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 consid er telephone and banking companies of a single country to be separate industries from telephone 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.

All funds except Summit Income and U.S. Bond 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:

Borrowing Purchase additional securities when mon ey borrowed exceeds 5% of total assets (any borrowings under the TALF are not included within this 5% limitation);

Control of Portfolio Companies Invest in companies for the purpose of exercising management or control;

Equity Securities (Calif ornia 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;


Forward Currency Contracts (Retirement and Spectrum Funds) Purchase forward currency contracts, although the funds reserve the right to do so in the future;

(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;

Illiquid Securities Purchase illiquid securities if, as a result, more than 15% (10% for Spectrum and Money Funds) of net assets would be invested in such securities;

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 Investment Funds (provided that the investing fund does not invest more than 25% of its total 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;

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;

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 33xb6 /xb8 % of the funds` total assets at the time of borrowing or investment;

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;

(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;

(a)Short Sales (All funds except High Yield, Institutional Floating Rate, and Institutional High Yield Funds) Effect short sales of securities;

(b)Short Sales (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; and

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.

NOTES

The following Notes should be read in connection with the above-described operating policies. The Notes are not operating policies.

If a fund is subject to an 80% name test as set forth in its prospectus, it 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 fund uses the country assigned to a security by MSCI Barra 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.


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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 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 funds may own of the total outstanding voting securities of registered investment companies which are members of the 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 which are members of the Price 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 depos itory 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 a ccordance with regulations under the 1940 Act. The address for JPMorgan Chase Bank, London is Woolgate House, Coleman Street, London, EC2P 2HD, England.

Code of Ethics

The funds, their investment adviser (T. Rowe Price International for international funds and T. Rowe Price for all other funds), 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 s ecurity 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 v iews 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 or T. Rowe Price International, as applicable. 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 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 inv esting 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 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 Web site.

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


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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 t he 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 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.

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.

Fund Service Providers

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Service Provider


Service

American Stock Exchange
Systems Vendor
Barclays Capital
Systems Vendor
Bloomberg
Systems Vendor
Bowne & Company
Systems Vendor
Broadridge Systems
Systems Vendor
Business Objects
Systems Vendor
Cabot Research
Systems Vendor
Charles River
Systems Vendor
Citigroup
Systems Vendor
Cognizant
Systems Vendor
COR-FS Ltd.
Systems Vendor
DST Global Solutions
Systems Vendor
Eagle
Pricing and Systems Vendor
FactSet
Systems Vendor
Finix Business Strategies
Systems Vendor
Fiserv
Systems Vendor
Interactive Data
Pricing and Systems Vendor
Investor Tools, Inc.
Systems Vendor
ITG, Inc.
Pricing and Systems Vendor
JPMorgan Chase
Pricing Vendor
JPMorgan Chase, London
Custodian
Markit WSO Corporation
Systems Vendor
McArdle Printing Company
Printing and Mailing Vendor
Omgeo LLC
Systems Vendor
Portware, LLC
Systems Vendor
PricewaterhouseCoopers LLP
Independent Registered Public Accounting Firm
RiskMetrics Group, Inc.
Proxy and Systems Vendor
S&P/JJ Kenny
Pricing Vendor
Serena
Systems Vendor< br>
SmartStream Technologies
Systems Vendor
State Street Bank
Custodian
Sybase Inc.
Systems Vendor
Thomson Reuters
Pricing Vendor
Vision
Systems Vendor
Wall Street Concepts, Inc.
Market Information Vendor
WCI Consulting
Systems Vendor
Wilhelm and Cooper LLC
Professional Staffing Service
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 secur ities exchange or in the over-the-counter 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 over-the-counter 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 c onsiders 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 over-the-counter options with a listed equivalent, are valued at the mean of the closing bid and asked prices. Options on futures contracts are valued at the last sale price. 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 New York Stock Exchange ("NYSE") will, in its judgment, materially affect the value of some or all of its portfolio < font style="font-size:8.0pt;" face="MetaPlusLF-NormalRoman" color="Black">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 closing 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 price s.

Money Funds

Securities are valued at amortized cost in accordance with Rule 2a-7 under the 1940 Act.

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

Other investments, including restricted securities, and those for which the above valuation procedures are inappropriate or are deemed not to reflect fair value are stated at fair value as determined in good faith by the T. Rowe Price Valuation C ommittee, established by the funds` Boards.

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 every day the NYSE is open for trading. Determination of net asset value (and the offering, sale, redemption, and repurchase 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 reasonab ly 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.

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 disco unt, 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;

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(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 days; (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; and (v) the taxable funds must hold at least 10% of their total assets in daily liquid assets, as defined in Rule 2a-7, and must hold at least 30% of their total assets in weekly liquid assets, as defined in Rule 2a-7.
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(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 giv en 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


PAGE 307

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.

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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.
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Prime Reserve and TRP Reserve Investment 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 that is 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 (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

Each Price Fund has 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.

Issuance of Fund Shares for Securities

Transactions involving issuance of fund shares for securities or assets other than cash will be limited to (1) bona fide reorganizations; (2) statutory mergers; or (3) other acquisitions of portfolio securities that: (a) meet the investment objectives and policies of the funds; (b) are acquired for investment and not for resale except in accordance with applicable law; (c) have a value that is readily ascertainable via listing on or trading in a recognized United States or international exchange or market; and (d) are not illiquid.

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 investment company taxable income and realized long-term capital gains for each fiscal ye ar 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 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. Unless extended, this favorable provision will expire on December 31, 2010, and ordinary dividends will again be taxed at tax rates applicable to 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 from the Tax-Free, Taxable Bond, and Taxable Money 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 from the Tax-Free, International < font style="font-size:8.0pt;" face="MetaPlusLF-NormalRoman" color="Black">(except Global Infrastructure, Global Large-Cap Stock, Global Stock, and Institutional Global Large-Cap Equity Funds), Taxable Bond, and Taxable 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.

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 their net realized capital losses, if any, for eight years and use such losses, subje ct 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.

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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 to expire unused, thereby reducing a fund`s ability to offset capital gains with those losses. An increase in the amount of taxable gains distributed to the 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 fund will not experience, or has not already experienced, an ownership change.
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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


PAGE 309

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.

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.

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 distri butions 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. Y ou will receive a Form 1099-DIV, Form 1099-INT, or other IRS forms, as required, reporting the taxability of all dividends. The 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 share s 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. 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

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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
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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.
</R>

<R>
To avoid such tax and/or interest, the funds intend to 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.
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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.

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 w ill 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 there fore 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 with out 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 req uired 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


PAGE 311

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 < font style="font-size:8.0pt;" face="MetaPlusLF-NormalRoman" color="Black">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 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 Inc orporation 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 proport ionate 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

T. Rowe Price Balanced Fund, Inc. (fund)
T. Rowe Price Blue Chip Growth Fund, Inc. (fund)
T. Rowe Price Blue Chip Growth FundAdvisor Class (class)
T. Rowe Price Blue Chip Growth FundR Class (class)
T. Rowe Price Capital Opportunity Fund, Inc. (fund)
T. Rowe Price Capital Opportunity FundAdvisor Class (class)
T. Rowe Price Capital Opportunity FundR Class (class)
T. Rowe Price Corporate Income Fund, Inc. (fund)
T. Rowe Price Diversified Mid-Cap Growth Fund, Inc. (fund)
T. Rowe Price Diversified Small-Cap Growth Fund, Inc. (fund)
T. Rowe Price Dividend Growth Fund, Inc. (fund)
T. Rowe Price Dividend Growth FundAdvisor Class (class)
T. Rowe Price Financial Services Fund, Inc. (fund)
T. Rowe Price Global Real Estate Fund, Inc. (fund)
T. Rowe Price Global Real Estate FundAdvisor Class (class)
T. Rowe Price Globa l Technology Fund, Inc. (fund)
T. Rowe Price Growth & Income Fund, Inc. (fund)
T. Rowe Price Growth Stock Fund, Inc. (fund)
T. Rowe Price Growth Stock FundAdvisor Class (class)
T. Rowe Price Growth Stock FundR Class (class)
T. Rowe Price Health Sciences Fund, Inc. (fund)
T. Rowe Price High Yield Fund, Inc. (fund)
T. Rowe Price High Yield FundAdvisor Class (class)
T. Rowe Price In dex 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)
T. Rowe Price Inflation Protected Bond Fund, Inc. (fund)
T. Rowe Price Institutional Equity Funds, Inc. (corporation)
T. Rowe Price Institutional Large-Cap Core Growth Fund (series)
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)
T. Rowe Price Institutional Income Funds, Inc. (corporation)
T. Rowe Price Institutional Core Plus Fund (series)
T. Rowe Price Institutional Floating Rate Fund (series)
T. Rowe Price Institutional High Yield Fund (series)
T. Rowe Price Institutional International Funds, Inc. (corporation)
T. Rowe Price Institutional Africa & Middle East Fund (series) T. Rowe Price Institutional Emerging Markets Bond Fund (series)
T. Rowe Price Institutional Emerging Markets Equity Fund (series)
T. Rowe Price Institutional Foreign 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 International Bond Fund (series)
T. Rowe Price International Funds, Inc. (corporation)
T. Rowe Price Africa & Middle East Fund (series)
T. Rowe Price Emerging Europe & Mediterranean Fund (series)
T. Rowe Price Emerging Markets Bond Fund (series)
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 FundAdvisor Class (class)
T. Rowe Price Global Large-Cap Stock Fund (seri es)
T. Rowe Price Global Large-Cap Stock FundAdvisor Class (class)
T. Rowe Price Global Stock Fund (series)
T. Rowe Price Global Stock FundAdvisor Class (class)
T. Rowe Price International Bond Fund (series)
T. Rowe Price International Bond FundAdvisor Class (class) T. Rowe Price International Discovery Fund (series)
T. Rowe Price International Growth & Income Fund (series)
< /font> T. Rowe Price International Growth & Income FundAdvisor Class (class)
T. Rowe Price International Growth & Income FundR Class (class)
T. Rowe Price International Stock Fund (series)
T. Rowe Price International Stock FundAdvisor Class (class)
T. Rowe Price International Stock FundR 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)
T. Rowe Price International Index Fund, Inc. (corporation)
T. Rowe Price International Equity Index Fund (series)
T. Rowe Price Media & Telecommunications Fund, Inc. (fund)
T. Rowe Price Mid-Cap Growth Fund, Inc. (fund)
T. Rowe Price Mid-Cap Growth FundAdvisor Class (class)
T. Rowe Price Mid-Cap Growth FundR Class (class)
T. Rowe Price Mid-Cap Value Fund, Inc. (fund)
T. Rowe Price Mid-Cap Value FundAdvisor Class (class)
T. Rowe Price Mid-Cap Value FundR Class (class)
T. Rowe Price New Era Fund, Inc. (fund)
T. Rowe Price New Horizons Fund, Inc. (fund)
T. Rowe Price New Income Fund, Inc. (fund)
T. Rowe Price New Income FundAdvisor Class (class)
T. Rowe Price New Income FundR Class (class)
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)
T. Rowe Price Prime Reserve Fund, Inc. (fund)
T. Rowe Price Real Estate Fund, Inc. (fund)
T. Rowe Price Real Estate FundAdvisor Class (class)
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 Retirement Funds, Inc. (corporation)
T. Rowe Price Retirement 2005 Fund (series)
T. Rowe Price Retirement 2005 FundAdvisor Class (class)
T. Rowe Price Retirement 2005 FundR Class (class)
T. Rowe Price Retirement 2010 Fund (series)
T. Rowe Price Retirement 2010 FundAdvisor Class (class)
T. Rowe Price Retirement 2010 FundR Class (class)
T. Rowe Price Retirement 2015 Fund (series)
T. Rowe Price Retirement 2015 FundAdvisor Class (class)
T. Rowe Price Retirement 2015 FundR Class (class)
T. 60;Rowe Price Retirement 2020 Fund (series)
T. Rowe Price Retirement 2020 FundAdvisor Class (class)
T. Rowe Price Retirement 2020 FundR Class (class)
T. Rowe Price Retirement 2025 Fund (series)
T. Rowe Price Retirement 2025 FundAdvisor Class (class)
T. Rowe Price Retirement 2025 FundR Class (class)
T. Rowe Price Retirement 2030 Fund (series)
T. Rowe Price Retirement 2030 FundAdvisor Class (class)
T. Rowe Price Retirement 2030 FundR Class (class)
T. Rowe Price Retirement 2035 Fund (series)
T. Rowe Price Retirement 2035 Fund< font style="font-size:10.0pt;" face="Berkeley Book" color="Black">—Advisor Class (class)
T. Rowe Price Retirement 2035 FundR Class (class)
T. Rowe Price Retirement 2040 Fund (series)
T. Rowe Price Retirement 2040 FundAdvisor Class (class)
T. Rowe Price Retirement 2040 FundR Class (class)
T. Rowe Price Retirement 2045 Fund (series)
T. Rowe Price Retirement 2045 FundAdvisor Class (class)
T. Rowe Price Retirement 2045 FundR Class (class)
T. Rowe Price Retirement 2050 Fund (series)
T. Rowe Price Retirement 2050 FundAdvisor Class (class)
T. Rowe Price Retirement 2050 FundR Class (class)
T. Rowe Price Retirement 2055 Fund (series)
T. Rowe Price Retirement 2055 FundAdvisor Class (class)
T. Rowe Price Retirement 2055 FundR Class (class)
T. Rowe Price Retirement Income Fund (series)
T. Rowe Price Retirement Income FundAdvisor Class (class)
T. Rowe Price Retirement Income FundR Class (class)
T. Rowe Price Science & Technology Fund, Inc. (fund)
T. Rowe Price Science & Technology FundAdvisor Class (class)
T.  ;Rowe Price Short-Term Bond Fund, Inc. (fund)
T. Rowe Price Short-Term Bond FundAdvisor Class (class)
T. Rowe Price Short-Term Income Fund, Inc. (fund)
T. Rowe Price Small-Cap Stock Fund, Inc. (fund)
T. Rowe Price Small-Cap Stock FundAdvisor Class (class)
T. Rowe Price Small-Cap Value Fund, Inc. (fund)
T. Rowe Price Small-Cap Value FundAdvisor Class (class)
T. Rowe Price Spectrum Fund, Inc. (corporation)
Spectrum Growth Fund (series)
Spectrum Income Fund (series)
Spectrum International Fund (series)
T. Rowe Price Strategic Income Fund, Inc. (fund)
T. < font style="font-size:10.0pt;" face="Berkeley Book" color="Black">Rowe Price Strategic Income FundAdvisor Class (class)
T. Rowe Price Summit Funds, Inc. (corporation)
T. Rowe Price Summit Cash Reserves Fund (series)
T. Rowe Price Summit GNMA Fund (series)
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 Income Fund (series)
T. Rowe Price Tax-Efficient Funds, Inc. (corporation)
T. Rowe Price Tax-Efficient Equity Fund (series)
T.  ;Rowe Price Tax-Exempt Money Fund, Inc. (fund)
T. Rowe Price Tax-Free High Yield Fund, Inc. (fund)
T. Rowe Price Tax-Free Income Fund, Inc. (fund)
T. Rowe Price Tax-Free Income FundAdvisor Class (class)
T. Rowe Price Tax-Free Short-Intermediate Fund, Inc. (fund)
T. Rowe Price U.S. Bond Index Fund, Inc. (fund)
T. Rowe Price U.S. Large-Cap Core Fund, Inc. (fund)
T. Rowe Price U.S. Large-Cap Core FundAdvisor Class (class)
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)
T. Rowe Price Value Fund, Inc. (fund)
T. Rowe Price Value FundAdvisor Class (class)



PAGE 313



PAGE 315

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 res ult of this acquisition, the SEC requires that the historical performance information of the Balanced Fund be based on the performance of Fund B. Therefore, all performance information of the Balanced Fund prior to September 1, 1992, reflects the performance of Fund B and investment managers other than T. Rowe Price. Performance information after August 31, 1992, reflects the combined assets of the Balanced Fund and Fund B.

Media & Telecommunications Fund

On July 28, 1997, the fund converted its status from a closed-end fund to an open-end mutual fund. Prior to the conversion the fund was known as New Age Media Fund, Inc.

Small-Cap Stock Fund

Effective May 1, 1997, the fund`s name was changed from the T. Rowe Price OTC Fund to the T. Rowe Price Small-Cap Stock Fund.

Equity Index 500 Fund

Effective January 30, 1998, the fund`s name was changed from T. Rowe Price Equity Index Fund to t he T. Rowe Price Equity Index 500 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 trustee s 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 shar es 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 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

T. Rowe Price California Tax-Free Income Trust (trust)
California Tax-Free Bond Fund (series)
California Tax-Free Money Fund (series)
T. Rowe Price Capital Appreciation Fund (fund)
T. Rowe Price Capital Appreciation FundAdvisor Cla ss (class)
T. Rowe Price Equity Income Fund (fund)
T. Rowe Price Equity Income FundAdvisor Class (class)
T. Rowe Price Equity Income FundR Class (class)
T. Rowe Price GNMA Fund (fund)
T. Rowe Price New America Growth Fund (fund)
T. Rowe Price New America Growth FundAdvisor Class (class)
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)


PAGE 317

Proxy Voting Process and Policies

T. Rowe Price Associates, Inc. and T. Rowe Price International, Inc. ("T. Rowe Price") recognize and adhere to the principle that one of the privileges of owning stock in a company is the right to vote on issues submitted to shareholder votesuch 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 investment companies that it sponsors and serves as investment adviser. T. Rowe Price also is involved in the proxy process on behalf of its 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 prov ided by third parties such as RiskMetrics Group ("RMG") (formerly known as Institutional Shareholder Services) and Glass Lewis, 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 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.

T. Rowe Price has retained RMG, 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 consulti ng assistance for the handling of proxy voting responsibility and corporate governance-related efforts. While the Proxy Committee relies upon RMG research in establishing T. Rowe Price`s voting guidelinesmany of which are consistent with RMG positionsT. Rowe Price deviates from RMG 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 importa ntly, 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

T. Rowe Price generally supports slates with a majority of independent directors. We vote against outside directors that do not meet certain criteria relating to their independence but who serve on key board committees. We vote against directors who are unable to dedicate sufficient time to their board duties due to 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. T. Rowe Price also votes against inside directors serving on key board committees and directors who miss more than one-fourth of the scheduled board meetings. We may vote against directors for failing to establish a formal nominating committee, as well as compensation committee members who approve excessive compensation plans. 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.

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 e quity 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, we may vote against compensation committee members. Finally, we vote in favor of proposals (either management or shareholder-sponsored) calling for shareholder ratification of a company`s executive compensation practices ("Say-on-Pay" proposals) a majority of the time.< /div>


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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 our Price Funds and clients are receiving fair compensation in exchange for their investment.

Anti-takeover, Capital Structure, and Corporate Governance Issues

T. Rowe Price generally opposes anti-takeover measures and other proposals designed to limit the ability of shareholders to act on possible transactions. Such anti-takeover mechanisms include classified boards, supermajority voting requirements, dual share classes and poison pills. We also 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 generally support shareholder proposals that call for the separation of the Chairman and CEO positions unless there are sufficient governance safeguards already in place. With respect to proposals for the approval of a company`s auditor, we typically oppose auditors who have a significant non-audit relationship with 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 pol icy issues that are particularly relevant to a company`s businesses.

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 t o 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 predeter mined 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.


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 TRP Government Reserve Investment and TRP Rese rve Investment 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.

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 preparat ions to meet such obligations. These factors are all considered in determining whether the commercial paper is rated P1, P2, or P3.

Standard & Poor`s Corporation 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 1Highest grade Commercial paper assigned this rating is regarded as having the strongest degree of assurance for timely payment. Fitch 2Very good grade Issues assigned this rating reflect an assurance of timely pay ment only slightly less in degree than the strongest issues.


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Ratings of Corporate and Municipal Debt Securities

Moody`s Investors Service, Inc.

AaaBonds 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."

AaBonds 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-grad e bonds.

ABonds rated A possess many favorable investment attributes and are to be considered as upper medium-grade obligations.

BaaBonds 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.

BaBonds rated Ba are judged to have speculative elements: their futures cann ot 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.

BBonds rated B generally lack the characteristics of a desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the c ontract over any long period of time may be small.

CaaBonds 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.

CaBonds rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings.

CBonds rated C represent the lowest rated and have extremely poor prospects of attaining investment standing.

Standard & Poor`s Corporation

AAAThis is the highest rating assigned by Standard & Poor`s to a debt obligation and indicates an extremely strong capacity to pay principal and interest.

AABonds rated AA also qualify as high-quality debt obligations. Capacity to pay principal and interest is very strong.

ABonds 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.

BBBBonds 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, CBonds rated BB, B, CCC, CC, and C are rega rded 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.

DIn default.

Fitch Ratings

AAAHigh 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.

AAOf 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.

ABonds 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.

BBBBonds 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 CBonds rated BB, B, CCC, CC, and C are regarded on balance as predominantly speculative with respect to the issuer`s capacity to pay interest an d 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 interes t. 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 fai r 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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INDEX
































Page








Page
















Capital Stock
226

Organization of the Funds
232
Code of Ethics
218

Other Shareholder Services
128
Custodian
218

Part I
6
Derivatives
194

Part II
161
Disclosure of Fund Portfolio Information
218


Portfolio Management Practices
210
Distributor for the Funds
133

Portfolio Securities
177
Dividends and Distributions
223

Portfolio Transactions
136
Federal Registration of Shares
236

Pricing of Securities
221
Independent Registered Public Accounting Firm
160


Principal Holders of Securities
78
In-Kind Redemptions and Purchases
223

Proxy Voting Process and Policies
233
Investment Management Agreements
111

Ratings of Commercial Paper
236

Investment Objectives and Policies
161

Ratings of Corpor ate and Municipal Debt Securities
237

Investment Restrictions
212

Ratings of Municipal Notes and Variable Rate Securities
238
Legal Counsel
236

Risk Factors
161
Management of the Funds
12

Tax Status
224
Net Asset Value Per Share
222



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PART C
OTHER INFORMATION

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Item 28. Exhibits
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(a)(1)Articles of Incorporation of Registrant, dated April 21, 1993 (electronically filed with initial Registration Statement dated May 7, 1993)

(a)(2)Articles Supplementary, dated March 14, 2000 (electronically filed with Amendment No. 10 dated March 24, 2000)

(a)(3)Articles Supplementary, dated August 5, 2002 (electronically filed with Amendment No. 16 dated April 29, 2003)

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(b)By-Laws of Registrant, as amended July 21, 1999, February 5, 2003, April 21, 2004, February 8, 2005, and July 22, 2008 (electronically filed with Amendment No. 22 date d April 28, 2009)
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(c)See Article SIXTH, Capital Stock, paragraphs (b) - (g) of the Articles of Incorporation, (electronically filed with initial Registration Statement); Article II, Shareholders, in its entirety and Article VIII, Capital Stock, in its entirety, of the Bylaws

(d)(1)Investment Management Agreement between Registrant and T. Rowe Price Associates, Inc., dated April 22, 1993 (electronically filed with initial Registration Statement dated May 7, 1993)

(d)(2)Amended Investment Management Agreement between Registrant and T. Rowe Price Associates, Inc., dated August 1, 2004 (electronically filed with Amendment No. 18 dated April 27, 2005)

(d)(3)Amended Investment Management Agreement between Registrant and T. Rowe Price Associates, Inc., dated April 20, 2005 (electronically filed with Amendment No. 18 dated April 27, 2005)

(e)Underwriting Agreement between Registrant and T. Rowe Price Investment Services, Inc., dated May 1, 2003 (electronically filed with Amendment No. 16 dated April 29, 2003)

(f)Inapplicable

(g)Custody Agreements

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(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, and October 20, 2009
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(g)(2)Global Custody Agreement between The Chase Manhattan Bank and T. Rowe Price Funds, dated January 3, 1994, as amended April 18, 1994, August 15, 1994, November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October 29, 1997, December 15, 1998, October 6, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, 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, and December 16, 2009
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(h)Other Agreements

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(h)(1)Transfer Agency and Service Agreement between T. Rowe Price Services, Inc. and T. Rowe Price Funds, dated January 1, 2010
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(h)(2)Agreement between T. Rowe Price Associates, Inc. and T. Rowe Price Funds for Fund Accounting Services, dated January 1, 2010
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(h)(3)Agreement between T. Rowe Price Retirement Plan Services, Inc. and the T. Rowe Price Funds, dated January 1, 2010
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(i)Inapplicable


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(j)Other Opinions

(j)(1)Consent of Independent Registered Public Account ing Firm

(j)(2)Opinion of Counsel

(j)(3)Power of Attorney

(j)(4)Certificate of Vice President pursuant to Rule 306 of Regulation S-T

(k)Inapplicable

(l)Inapplicable

(m)(1)Rule 12b-1 Plan for the T. Rowe Price Blue Chip Growth FundAdvisor Class dated May 1, 2003 (electronically f iled with Amendment No. 16 dated April 29, 2003)

(m)(2)Rule 12b-1 Plan for the T. Rowe Price Blue Chip Growth FundR Class dated May 1, 2003 (electronically filed with Amendment No. 16 dated April 29, 2003)

(m)(3)Selling Agreement to be used by T. Rowe Price Investment Services, Inc. (electronically filed with Amendment No. 9 dated March 24, 2000)

(n)(1)Rule 18f-3 Plan for the T. Rowe Price Blue Chip Growth FundAdvisor Class dated February 9, 2000 (electronically filed with Amendment No. 9 dated March 24, 2000)

(n)(2)Rule 18f-3 Plan for the T. Rowe Price Blue Chip Growth FundR Class dated July 24, 2002 (electronically filed with Amendment No. 13 dated July 29, 2002)

(p)Code of Ethics and Conduct, dated March 13, 2009

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Item 29. Persons Controlled by or Under Common Control With Registrant
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None

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Item 30. Indemnification
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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 employees of the Manager, its subsidiaries, and affiliates. The premium is allocated among the named corporate insureds in accordance with the provisions of Rule 17d1(d)(7) under the Investment Company Act of 1940.
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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 disre gard 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 th e 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 di sregard 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.

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 i ndemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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Item 31. Business and Other Connections of Investment Manager
</R>

T. Rowe Price Group, Inc. ("Group") owns 100% of the stock of T. Rowe Price Associates, Inc. Group was formed in 2000 as a holding company for the T. Rowe Price affiliated companies.

T. Rowe Price Associates, Inc. ("Price Associates"), a wholly owned subsidiary of Group, was incorporated in Maryland in 1947. Price Associates serves as investment adviser to individual and institutional investors, including


PAGE 327

managing private counsel clients and serving as adviser and subadviser to registered investment companies, and provides investment advice to T. Rowe Price Trust Company, trustee of several Maryland-registered domestic common trust funds. Price Associates is registered as an investment adviser under the Investment Advisers Act of 1940.

T. Rowe Price Savings Bank ("Savings Bank"), a wholly owned subsidiary of Price Associates, was incorporated in 2000 as a federally chartered savings bank. The Savings Bank provides federally insured bank products to a national customer base.

<R>
T. Rowe Price International , Inc. ("T. Rowe Price International"), a Maryland corporation, is a wholly owned subsidiary of T. Rowe Price Associates, Inc. T. Rowe Price International was incorporated in Maryland in 1979 and provides investment counsel service with respect to foreign securities for institutional investors. T. Rowe Price International also sponsors and serves as adviser and subadviser to U.S. and foreign registered investment companies which invest in foreign securities, and provides investment advice to the T. Rowe Price Trust Company, trustee of the International Common Trust Fund. T. Rowe Price International, which has offices in London, Baltimore, and other global locations, is an SEC registered investment adviser under the In vestment Advisers Act of 1940, and is also registered with the Financial Services Authority ("FSA") in the United Kingdom, the Monetary Authority of Singapore ("MAS"), and the Securities and Futures Commission of Hong Kong ("SFC").
</R>

T. Rowe Price Global Investment Services Limited ("Global Investment Serv ices"), is a U.K. corporation, organized in 2000 and a wholly owned subsidiary of Group. Global Investment Services is a registered investment adviser with the FSA, the Kanto Local Finance Bureau ("KLFB") and FSA in Japan, and with the SEC under the Investment Advisers Act of 1940. Global Investment Services is also licensed as a financial services provider by the South African Financial Services Board. Global Investment Services is an investment manager, with primary responsibility for marketing and client servicing for non-U.S. clients. Global Investment Services may delegate investment management responsibilities to Price Associates or T. Rowe Price International. Global Investment S ervices also acts as sponsor, investment manager, and primary distributor of the TRP Funds SICAV. Global Investment Services also provides investment management services to Japanese investment trusts and other investment products for sale to investors in Japan pursuant to one or more delegation agreements entered into between Daiwa SB Investments, Ltd. and Global Investment Services, or non-U.S. registered collective investment schemes and Global Investment Services. Global Investment Services is headquartered in London, and has several other global locations.

T. Rowe Price Global Asset Management Limited ("Global Asset Management"), is a U.K. corporation and a wholly owned subsidiary of Group. Global Asset Management was formerly registered as an investment adviser with the U.K. FSA and with the SEC under the Investment Advisers Act of 1940.

<R>
T. Rowe Price In vestment 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 and T. Rowe Price International serve as sponsor and investment adviser (the "Price Funds"). Investment Services also serves as distributor for any proprietary variable annuity products and 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. In 1984, Investment Services expanded its activities to include a brokerage service.
</R>

<R>
T. Rowe Price Services, Inc. ("Price Serv ices"), 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 also provides accounting services to certain affiliates of Price Associates.
</R>

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, recordkeeping, and subaccounting services to administrators of employee benefit plans.

T. Rowe Price Trust Company ("Trust Company"), a wholly owned subsidiary of Price Associates, was incorporated in 1983 as a Marylandchartered limited-service trust company for the purpose of providing fiduciary services. The Trust Company serves as trustee and/or custodian of certain qualified and nonqualified employee benefit plans, individual retirement accounts, and common trust funds.

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, is a Maryland corporation organized in 1988. TRP Canada is registered with the Ontario Securities Commission, as a non-Canadian Advisor, in the categories of Investment Counsel and Portfolio Manager, to provide advisory services to individual and institutional clients residing in Canada. TRP Canada is also registered with the Manitoba Securities Commission as an Investment Counsel (International Adviser) and with the British Columbia Securities Commission as a Portfolio Manager and Investment Counsel (Securities) and with the SEC as a registered investment adviser under the Investment Advisers Act of 1940. TRP Canada is also registered with the Alberta, Nova Scotia, and New Brunswick Securities Commissions, as well as the Saskatchewan Financial Services Commission, to provide advisory services to institutional clients residing in Canada.

T. Rowe Price Insurance Agency, Inc., a wholly owned subsidiary of 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 19 90. 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 Finance, Inc., a wholly owned subsidiary of Price Associates, was incorporated in Delaware in 1990 to manage certain passive corporate investments and other intangible assets.

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 Group, was incorporated in Maryland in 2000. Advisory Services is registered as an investment adviser under the Investment Advisers Act of 1940, and provides investment advisory services to individuals, including shareholders of the Price Funds.

T. Rowe Price (Luxembourg) Management SARL 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 is charged with the administration and management o f the funds. The Company outsources all functions associated with such administration and management.

Directors of T. Rowe Price Group, Inc.

Listed b elow are the directors and executive officers of 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, Inc. Mr. Brady is the Managing Director of MidAtlantic of Ballantrae International, Ltd., a management consulting firm. He currently serves on the Board of Directors of Nexcen Brands, Inc., an owner, manager, and developer of intellectual property; Constellation Energy Group, a diversified energy company; and McCormick & Company, Inc., a manufacturer, marketer, and distributor of spices and seasonings. Mr. Brady`s address is 5625 Broadmoor Terrace, Ijamsville, Maryland 21754.

J. Alfred Broaddus, Jr., Director of T. Rowe Price Group, Inc. Mr. Broaddus is a former president of the Federal Reserve Bank of Richmond and is a member of the American Economic Association and the National Associ ation of Business Economists. He also serves on the board of directors of Owens & Minor, Inc., a medical/surgical supplies


PAGE 329

distributor; Albemarle Corporation, a specialty chemicals producer; and Markel Corporation, a specialty insurer. Mr. Broaddus` address is 4114 Hanover Avenue, Richmond, Virginia 23221.

Donald B. Hebb, Jr., Director of T. Rowe Price Group, Inc. Mr. Hebb is the chairman of ABS Capital Partners. Mr. Hebb`s address is 400 E. Pratt Street, Suite 910, Baltimore, Maryland 21202.

Dr. Alfred Sommer, Director of T. Rowe Price Group, Inc. Dr. Sommer served as dean of the Johns Hopkins Bloomberg School of Public Health from 1990 to 2005. He continues to serve as Dean Emeritus and professor of ophthalmology, epidemiology, and international health at this institutio n; Director of BD, Inc., a medical technology company; Chairman of the Micronutrient Forum; Director of the Lasker Foundation; and senior medical advisor for Helen Keller International. Dr. Sommer`s address is 615 N. Wolfe Street, Room E6527, Baltimore, Maryland 21205.

Dwight S. Taylor, Director of T. Rowe Price Group, Inc. Mr. Taylor is president of COPT Development and Construction, LLC, a commercial real estate developer that is a subsidiary of Corporate Office Properties Trust, and a director of MICROS Syst ems, Inc., a provider of information technology for the hospitality and retail industry. He also serves on the National Board of the National Association of Industrial & Office Properties, and is past President of its Maryland chapter. Mr. Taylor is a founding member of Associated Black Charities of Maryland and currently serves on the Board of Trustees of the Baltimore Polytechnic Institute Foundation, Capitol College, and Lincoln University. Mr. Taylor`s address is 6711 Columbia Gateway Drive, Suite 300, Columbia, Maryland 21046.

A nne Marie Whittemore, Director of T. Rowe Price Group, Inc. 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 o fficers of Group and/or the investment managers (Price Associates, T. Rowe Price International, Global Investment Services, or Global Asset Management):

<R>

Name


Company Name


Position Held
With Company

Christopher D. Alderson
T. Rowe Price Global Investment Services Limited
Vice President

T. Rowe Price Group, Inc.
Vice President

T. Rowe Price (Luxembo urg) Management SARL
Director

T. Rowe Price International, Inc.
Chief Executive Officer
Director
President
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 Global Asset Management Limited
Chairman of the Board
Director

T. Rowe Price Global Investment Services Limited
Chairman of the Board
Director

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, Inc.
Director

T. Rowe Price Investment Services, Inc.
Chairman of the Board
Director
President

T. Rowe Price (Luxembourg) Management SARL
Director

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 Global Asset Management Limited
Chief Compliance Officer
Vice President

T. Rowe Price Global Investment Services Limited
Chief Compliance Officer
Vice President

T. Rowe Price Group, Inc.
Vice President

T. Rowe Price International, Inc.
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.
Vice President
James A.C. Kennedy
T. Rowe Price Associates, Inc.
Director
President

T. Rowe Price Global Asset Management Limited
Director

T. Rowe Price Global Investment Services Limited
Director

T. Rowe Price Group, Inc.
Chief Executive Officer
Director
President

T. Rowe Price International, Inc.
Director
Kenneth V. Moreland
T. Rowe Price Associates, Inc.
Chief Financial Officer

TRP Colorado Springs, LLC.
President
< br>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
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
R. Todd Ruppert
T. Rowe Price Associates, Inc .
Vice President

T. Rowe Price Global Asset Management Limited
Chief Executive Officer
Director
President

T. Rowe Price Global Investment Services Limited
Chief Executive Officer
Director
President

T. Rowe Price Group, Inc.
Vice President

T. Rowe Price Investment Services, Inc.
Vice President

T. Rowe Price (Luxembourg) Management SARL
Director

T. Rowe Price Retirement Plan Services, Inc.
Vice President

T. Rowe Price Trust Company
Vice President

TRPH Corporation
Director
President

T. Rowe Price (Canada), Inc.
Vice President
William W. Strickland, Jr.
T. Rowe Price Associates, Inc.
Vice President

T. Rowe Price Group, Inc.
Chief Technology Officer
Vice President
</R>



PAGE 331


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 Regi strant`s Statement of Additional Information.

<R>
Item 32. Principal Underwriters
</R>

(a)The principal underwriter for the Registrant is Investment Services. Investment Services acts as the principal underwriter for the T. 60;Rowe Price family of mutual funds, including the following investment companies:<R>T. Rowe Price International Funds, Inc.
T. Rowe Price Balanced Fund, Inc.
T. Rowe Price Blue Chip Growth Fund, Inc.
T. Rowe Price California Tax-Free Income Trust
T. Rowe Price Capital Appreciation Fund
T. Rowe Price Capital Opportunity Fund, Inc.
T. Rowe Price Corporate Income Fund, Inc.
T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.
T. Rowe Price Diversified Small-Cap Growth Fund, Inc.
T. Rowe Price Dividend Growth Fund, Inc.
T. Rowe Price Equity Income Fund
T. Rowe Price Equity Series, Inc.
T. Rowe Price Financial Services Fund, Inc.
T. Rowe Price Fixed Income Series, Inc.
T. Rowe Price 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 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 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 New Income Fund, Inc.
T. Rowe Price Personal Strategy Funds, Inc.
T. Rowe Price Prime Reserve 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 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.
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 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.
</R>


PAGE 333

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.<R>Dennis J. Elliott
< /tr>< tr bgcolor="#CCEEFF" width="0">

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
David Oestreicher
Director and Vice President
Vice President
Wayne D. O`Melia
Director and Vice President
None
Sarah McCafferty
Compliance Officer and Vice President
None
Lorraine J. Andrews
Vice President
None
Jerrold Appelbaum
Vice President
None
Steven J. Banks
Vice President
None
Renee Q. Boyd
Vice President
None
Darrell N. Braman
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
Laura H. Chasney
Vice President
None
Renee M. Christoff
Vice President
None
Dominick A. Cipolla
Vice President
None
Jerome A. Clark
Vice President
None
Todd M. Cleary
Vice President
None
Joseph A. Crumblin g
Vice President
None
Peter A. DeLibro
Vice President
None
Lauren D. DeLuca
Vice President
None
Timothy S. Dignan
Vice President
None
LeSales S. Dunworth
Vice President
None
Vice President
None
James P. Erceg
Vice President
None
Christine S. Fahlund
Vice President
None
Amy M. Frederick
Vice President
None
John A. Galateria
Vice President
None
Thomas A. Gannon
Vice President
None
John R. Gilner
Vice President
Chief Compliance Officer
Leah B. Greenstein
Vice President
None
Brian L. Habas
Vice President
None
John Ha laby
Vice President
None
Douglas E. Harrison
Vice President
None
Kristen L. Heerema
Vice President
None
Keller L. Hoak
Vice President
None
Christopher J. Huffman
Vice President
None
Karen J. Igler
Vice President
None
Thomas E. Kazmierczak, Jr.
Vice President
None< br>
Brent F. Korte
Vice President
None
Steven A. Larson
Vice President
None
Gina M. Lea
Vice President
None
Jodi Ann Lopiano
Vice President
None
Kimberly W. Madore
Vice President
None
Ryan D. Matherly
Vice President
None
Mark J. Mitchell
Vice President
None
Thomas R. Morelli
Vice President
None
Dana P. Morgan
Vice President
None
Paul Musante
Vice President
None
Steven E. Norwitz
Vice President
None
Edmund M. Notzon III
Vice President
None
Michele Pacitto
Vice President
None
Kristine A. Paden
Vice President
None
Glenn A. Pendleton
Vice President
None
David B. Petty
Vice President
None
Fran M. Pollack-Matz
Vice President
None
Brian R. Poole
Vice President
None
Naomi S. Proshan
Vice President
None
Kenna E. Quereau
Vice President
None
Seamus A. Ray
Vice President
None
Michael D. Regulski
Vice President
None
Suzanne J. Ricklin
Vice President
None
George D. Riedel
Vice President
None
R. Todd Ruppert
Vice President
None
Ann R. Schultz
Vice President
None
Kristin E. Seeberger
Vice President
None
Deborah D. Seidel
Vice President
None
John W. Seufert
Vice President
None
Kevin C. Shea
Vice President
None
Scott L. Sherman
Vice President
None
Thomas L. Siedell
Vice President
None
Donna B. Singer
Vice President
None
Carole Hofmeister Smith
Vice President
None
Sandra L. Stinson
Vice President
None
Scott Such
Vice President
None
John M. Townsend
Vice President
None
Jerome Tuccille
Vice President
None
Judith B. Ward
Vice President
None
Regina M. Watson
Vice President
None
William R. Weker, J r.
Vice President
None
Lois A. Welsh
Vice President
None
Teresa F. Whitaker
Vice President
None
Natalie C. Widdowson
Vice President
None
James Zurad
Vice President
None
Barbara A. O`Connor
Treasurer and Vice President
None
Barbara A. Van Horn
Secretary
None
Megan R. Abbruzzese
Assistant Vice President
None
Kristen L. Alliger
Assistant Vice President
None
Megan A. Anderson
Assistant Vice President
None
Megan L. Anderson
Assistant Vice President
None
Cheryl L. Armitage
Assistant Vice President
None
Kerrie L. Bailey
Assistant Vice President
None
Benjamin S. Ballard
Assistant Vice President
None
Carl P. Beernink
Assistant Vice President
None
Cheri M. Belski
Assistant Vice President
None
Catherine L. Berkenkemper
Assistant Vice President
None
Timothy P. Boia
Assistant Vice President
None
David C. Burbank
Assistant Vice President
None
Michael A. Capella
Assistant Vice President
None
Danielle M. Chaisson
Assistant Vice President
None
Cynthia M. Ciangio
Assistant Vice President
None
Basil Clarke
Assistant Vice President
None
Michael R. Cotter
Assistant Vice President
None
Colleen S. Councell
Assistant Vice President
None
Kellie L. Cummings
Assistant Vice President
None
Susan M. D`Angelo
Assistant Vice President
None
Terrence L. Davis
Assistant Vice President
None
Heather S. Dondis
Assistant Vice President
None
William P. Duffy
Assistant Vice President
None
Jean M. Dunn
Assistant Vice President
None
Cheryl L. Emory
Assistant Vice President
None
Richard A. Fernandez
Assistant Vice President
None
Andrew Fluet
Assistant Vice President
None
Kerry L. Fox
Assistant Vice President
None
Dixie M. Frank
Assistant Vice President
None
Katherine M. Gavin
Assistant Vice President
None
David M. Gonzalez
Assistant Vice President
None
Jason L. Gounaris
Assistant Vice President
None
Alan P. Graff
Assistant Vice President
None
Shannon J. Greene
Assistant Vice President
None
Stephen Y. Greene
Assistant Vice President
None
Seth Gusman
Assistant Vice President
None
Zane M. Hall
Assistant Vice President
None
Merrill H . Harrison
Assistant Vice President
None
Philip E. Hauser
Assistant Vice President
None
Charlie J. Heinzer
Assistant Vice President
None
Todd A. Hoot
Assistant Vice President
None
Shawn M. Isaacson
Assistant Vice President
None
Andrew G. Jacobs Van Merlen
Assistant Vice President
None
Daniel M. Jarrett
Assistant Vice President
None
Christopher D. Johnson
Assistant Vice President
None
Jonathan Keeler
Assistant Vice President
None
David Kepner
Assistant Vice President
None
Anne Kim
Assistant Vice President
None
Suzanne M. Knoll
Assistant Vice President
None
Micha el J. Kubik
Assistant Vice President
None
Andrew V. Kyle
Assistant Vice President
None
Douglas C. Lambert
Assistant Vice President
None
Mary Beth Lange
Assistant Vice President
None
Paula V. Lattanzi
Assistant Vice President
None
Patricia B. Lippert
Assistant Vice President
Secretary
Mary Heather Roosevelt Long
Assistant Vice President
None
Amy B. Murphy
Assistant Vice President
None
Timothy C. Murray
Assistant Vice President
None
Mary J. Namian
Assistant Vice President
None
James C. Neubauer
Assistant Vice President
None
Dave J. Notarangelo
Assistant Vice President
None
Dennis J. O`Connell
Assistant Vice President
None
JeanneMarie B. Patella
Assistant Vice President
None
Beth C. Plotkins
Assistant Vice President
None
Danielle Plumb
Assistant Vice President
None
Ann M. Powers
Assistant Vice President
None
Valdra C. Pufpaff
Assistant Vice President
None
Shawn D. Reagan
Assistant Vice President
None
Diana N. Reck
Assistant Vice President
None
Sean P. Rentch
Assistant Vice President
None
Bart A. Riccardi
Assistant Vice President
None
Stuart L. Ritter
Assistant Vice President
None
Talmadge C. Rose
Assistant Vice President
None
David A. Ross
Assistant Vice President
None
Brooke A. Sank
Assistant Vice President
None
Jason M. Scarborough
Assistant Vice President
None
Natalie C. Seal
Assistant Vice President
None
Rania B. Selfani
Assistant Vice President
None
Jae M. Shin
Assistant Vice President
None
George S. Shirk III
Assistant Vice President
None
Danielle Nicholson Smith
Assistant Vice President
None
Ian M. Smith
Assistant Vice President
None
Craig J. St. Thomas
Assistant Vice President
None
John A. Stranovsky
Assistant Vice President
None
Brian Sullam
Assistant Vice President
None
Brent W. Warner
Assistant Vice President
None
Mary G. Williams
Assistant Vice President
None
David F. Wirth
Assistant Vice President
None
Beverly Wisbar
Assistant Vice President
None
Barrett Wragg
Assistant Vice President
None
Lea B. Wray
Assistant Vice President
None
Joan E. Flister
Assistant Secretary
None
</R>



PAGE 335



PAGE 337

(c)Not applicable. Investment Services will not receive any compensation with respect to its activities as underwriter for the Price Funds.

<R>
Item 33. Location of Accounts and Records
</R>

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.

<R>
Item 3 4. Management Services
</R>

Registrant is not a party to any managementrelated service contract, other than as set forth in the Prospectus or Statement of Additional Information.

<R>
Item 35. Undertakings
< /R>

(a)Not applicable


Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Baltimore, State of Maryland, this April 29, 2010.

T. Rowe Price Blue Chip Growth 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:<R>

Signature


Title


Date


/s/Edward C. Bernard
Edward C. Bernard

Chairman of the Board
(Chief Executive Officer)

April 29, 2010

/s/Gregory K. Hinkle
Gregory K. Hinkle

Treasurer (Chief
Financial Officer)

April 29, 2010

*
William R. Brody

Director

April 29, 2010

*
Jeremiah E. Casey

Director

April 29, 2010

*
Anthony W. Deering

Director

April 29, 2010

*
Donald W. Dick, Jr.

Director

April 29, 2010

*
Karen N. Horn

Director

April 29, 2010

*
Theo C . Rodgers

Director

April 29, 2010

/s/Brian C. Rogers
Brian C. Rogers

Director

April 29, 2010

*
John G. Schreiber

Director

April 29, 2010

*
Mark R. Tercek

Director

April 29, 2010

*/s/David Oestreicher
David Oestreicher

Vice President and
AttorneyInFact

April 29, 2010
</R>


PAGE 339


EX-99.G CUST AGREEMT 3 custodianagmt.htm
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 referre d 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 2.1Holding 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 2.2Delivery 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;

< /p>

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 Custodi an`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 alr eady 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.

< /div>

Section 2.3Registration 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 2.4Bank 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 17 f-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 2.5Collection 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 2.6Payment of Fund Monies. Upon receipt of Proper Instructions, which may be continuing instructions when agreed to by the parties, the Custodian shall, from mon ies 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 investment s, 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 < /font>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 B ank. 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 pay ment is to be made.


Section 2.7Liability 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 re ceipt 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 2.8Appointment 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 2.9Deposit of Investments in U.S. Securities Systems. The Custodian may deposit and/or maintain domestic investments own ed 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 ac count 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 i nvestments 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 d eposited 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 2.10Fund 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 2.11Segregated 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 pro cedures 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 2.12Ownership 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 2.13Proxies. The Custodian shall, with respect to the domestic investments held hereunder, cause to be promptly executed by the registered h older 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 2.14Communications 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 2.15Reports 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 3.1Definitions. 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 3.2Holding 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-Cus todian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.

Section 3.3Foreign 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 3.4Transactions 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 rec eipt 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 for eign 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 < /font>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 direct ed 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 3.6Bank 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 3.7Collection 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 3.8Proxies. With respect to the fo reign 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 3.9Communications Relating to Foreign Securities. The Custodian shall transmit promptly to the Fund written information (includin g, 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 3.10Liability 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-Custo dian 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 3.11Tax 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 th rough 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 an y 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 delivere d 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 re asonable 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 ac tion 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 an d 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 reas onably 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 h ereinafter 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 tru st 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 C ustodian, 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 t he provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Section 12.General.

Section 12.1Compensation 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 12.2Massachusetts 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 12.3Records. 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 th e 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 12.4Opinion 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 12.5Interpretive 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 12.6Bond. 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 12.7Confidentiality. 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 inf ormation by duly constituted authorities, or when so requested by the Fund.

Section 12.8Exemption 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 12.9Assignment< font style="font-size:12.0pt;" face="Courier" color="Black">. 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 dee med 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 tha t 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, exhib its, 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 herei n 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

< div style="margin-left:0.0";margin-right:0.0";text-indent:0.0";width:100%">

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 A ccess 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 Acc ess 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 D ata 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 Accountan ts` 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 consis tent 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 Audito r 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 avail able.

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 Audi tor, 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 phas e 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.

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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 t he 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 HORIZONR 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 fro m 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 suc h 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 d ays 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 f ee 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 custo m


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 F und`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 Equ ity Income Fund
T. Rowe Price GNMA Fund
T. Rowe Price Capital Appreciation Fund
T. Rowe Price State Tax-Free Income Trust
Maryl and Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
< font style="font-size:12.0pt;" face="Courier" color="Black">
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 Fu nd
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. R owe 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 Pe rsonal 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 Investm ent Fund

Signature attested to:


Executed on Behalf of each Fund:


/s/Suzanne E. Fraunhoffer
By:
Name: Suzanne E. Fraunhoffer
Title: Legal Assistant

/s/Carmen Deyesu
By:
Name: Carmen Deyesu
Title: Treasurer for each
of the foregoing


Signature attested to:


State Street Bank and Trust Company


/s/Glenn Ciotti
By:
Name: Glenn Ciotti< font style="font-size:12.0pt;" face="Courier">
Title: VP & Assoc. Counsel

/s/Ronald E. Logue
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 Fu nd
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. R owe 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 Pe rsonal 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 Investm ent 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 FUN D


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. R owe 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 INTERNATIONA L 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.< /font>

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 I NCOME 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< br>Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund


T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund

T. ROWE PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit Limited-Term Bond Fund
T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Money Market Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Income Fund

T. ROWE PRICE VALUE FUND, INC.

/s/Henry H. Hopkins
By:_____________________________________
Henry H. Hopkins, Vice President

STATE STREET BANK AND TRUST COMPANY

/s/Ronald E. Logue
By:_____________________________________
Ronald E. Logue, Vice Chairman


AMENDMENT NO. 3
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998 and April 21, 1999 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of February 9, 2000, by adding thereto Institutional Equity Funds, Inc., on behalf of Institutional Large-Cap Value Fund and Institutional Small-Cap Stock Fund.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
T. Rowe Price Equity Income Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. Rowe Price Mid-Cap Growth Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.

T . ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve Portfolio


T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund

INSTITUTIONAL EQUITY FUNDS, INC.
Institutional Large-Cap Value Fund
Institutional Small-Cap Stock Fund
Mid-Cap Equity Growth Fund

INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Growth & Income Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.


T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

RESERVE INVESTMENT FUNDS, INC.
Reserve Investment Fund
Government Reserve Investment Fund

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund

T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Virginia Short-Term Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund


T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

< p>

T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund

U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund

T. ROWE PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit Limited-Term Bond Fund
T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Money Market Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Income Fund

T . ROWE PRICE VALUE FUND, INC.

/s/Henry H. Hopkins
By:________ _____________________________
Henry H. Hopkins, Vice President

STATE STREET BANK AND TRUST COMPANY

/s/Ronald E. Logue
By:_____________________________________
Ronald E. Logue, Vice Chairman


AMENDMENT NO. 4
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, and February 9, 2000 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 19, 2000, by adding thereto T. Rowe Price International Funds, Inc., on behalf of T. Rowe Price Emerging Europe & Mediterranean Fund.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. R OWE 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.

< /p>

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 FundNew 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, I NC.

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 Fu nd

T. ROWE PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit Limited-Term Bond Fund
T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Money Market Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Income Fund

T. ROWE PRICE VALUE FUND, INC.

/s/Henry H. Hopkins
By:_____________________________________
Henry H. Hopkins, Vice President


STATE STREET BANK AND TRUST COMPANY

/s/Ronald E. Logue
By:_____________________________________
Ronald E. Logue, Vice Chairman


AMENDMENT NO. 5
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, and April 19, 2000 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of July 18, 2000, by adding thereto T. Rowe Price Developing Technologies Fund, Inc., T. Rowe Price Global Technology Fund, Inc., and T. Rowe Price U.S. Bond Index Fund, Inc.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.

T. ROWE PR ICE 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 TECHNOLOG Y 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.

< /p>

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 FundNew 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, I NC.

T. ROWE PRICE TAX-FREE INCOME FUND, INC.

T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.

T. ROWE PRICE U.S. BOND INDEX FUND, INC.

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund

T. ROWE PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit Limited-Term Bond Fund
T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Money Market Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Income Fund


T. ROWE PRICE VALUE FUND, INC.

/s/Henry H. Hopkins
By:_____________________________________
Henry H. Hopkins, Vice President

STATE STREET BANK AND TRUST COMPANY

/s/Ronald E. Logue
By:_____________________________________
Ronald E. Logue, Vice Chairman


AMENDMENT NO. 6
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000 and July 18, 2000 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of October 25, 2000, by adding thereto T. Rowe Price International Index Fund, Inc., on behalf of T. Rowe Price International Equity Index Fund; T. Rowe Price Tax-Efficient Funds, Inc., on behalf of T. Rowe Price Tax-Efficient Multi-Cap Growth Fund; and T. Rowe Price Equity Series, Inc., on behalf of T. Rowe Price Blue Chip Growth Portfolio, T. Rowe Price Equity Index 500 Portfolio, and T. Rowe Price Health Sciences Portfolio.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund

T. ROWE PRICE CAPITAL AP PRECIATION 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 PRIC E 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 P rice 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.< /font>


T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund

T. ROWE PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit Limited-Term Bond Fund
T. Rowe Price Summit GNMA Fund

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Money Market Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Income Fund

T. ROWE PRICE VALUE FUND, INC.

/s/Henry H. Hopkins
By:_____________________________________
Henry H. Hopkins, Vice President

STATE STREET BANK AND TRUST COMPANY

/s/Ronald E. Logue
By: _____________________________________
Ronald E. Logue, Vice Chairman


AMENDMENT NO. 7
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, and October 25, 2000 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of February 7, 2001, by adding thereto T. Rowe Price State Tax-Free Income Trust, on behalf of Maryland Tax-Free Money Fund.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND


T. ROWE PRICE EQUITY SERIES, INC.
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Equity Index 500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.

T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRIC E 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 P rice 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.

< font style="font-size:12.0pt;" face="Courier New" color="Black">/s/Henry H. Hopkins
By:_____________________________________
Henry H. Hopkins, Vice Presi dent

STATE STREET BANK AND TRUST COMPANY

/s/Ronald E. Logue
By:_____________________________________
Ronald E. Logue, Vice Chairman


AMENDMENT NO. 8
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS

The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, and February 7, 2001 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of July 24, 2001, by adding thereto Institutional Equity Funds, Inc., on behalf of Institutional Large-Cap Growth Fund.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND

T. ROWE PRICE EQUITY SERIES, INC.
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Equity Index 500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio


T. ROWE PRICE FINANCIAL SERVICES FUND, INC.

T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve Portfolio

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T . ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund

INSTITUTIONAL EQUITY FUNDS, INC.
Institutional Large-Cap Value Fund
Institutional Small-Cap Stock Fund
Institutional Mid-Cap Equity Growth Fund
Institutional Large-Cap Growth Fund

INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund


T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price Emerging Europe & Mediterranean Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund

T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. ROWE PRICE NEW AMERICA GROWTH FUND

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUNDS, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.


T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T. Rowe Price Reserve Investment Fund
T. Rowe Price Government Reserve Investment Fund

T. ROWE PRICE SCIE NCE & 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
Ma ryland 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.

By:/s/Henry H. Hopkins
Henry H. Hopkins, Vice President

STATE STREET BANK AND TRUST COMPANY

By:/s/Joseph L. Hooley
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 SCIE NCE & 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
Ma ryland 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.

By:/s/Henry H. Hopkins< br>Henry H. Hopkins, Vice President

STATE STREET BANK AND TRUST COMPANY

By:/s/Ronald E. Logue
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 PRIC E 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 P rice 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 FUN D, 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.

By:/s/Henry H. Hopkins
Henry H. Hopkins, Vice President

STATE STREET BANK AND TRUST COMPANY

By:/s/Joseph L. Hooley
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 Inco me 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 SMAL L-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 M id-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.

By:/s/Henry H. Hopkins
Henry H. Hopkins, Vice President

STATE STREET BANK AND TRUST COMPANY

By:/s/Joseph L. Hooley
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.

< p>

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 M id-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 RETI REMENT FUNDS, INC.
T. Rowe Price Retirement 2010 Fund
T. Rowe Price Retirement 2020 Fund
T. Rowe Price Retirement 2030 Fund
T. Rowe Price Retiremen t 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

< div style="margin-left:0.0";margin-right:0.0";text-indent:0.0";width:100%">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.

By:/s/Henry H. Hopkins
Henry H. Hopkins, Vice Presid ent

STATE STREET BANK AND TRUST COMPANY

By:/s/Joseph L. Hooley
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 PRIC E 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 P rice 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. Row e 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

< font style="font-size:12.0pt;" face="Courier New" color="Black">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 Reser ve 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 Balanc ed 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.

By:/s/Henry H. Hopkins< /font>
__________________________________
Henry H. Hopkins, Vice President

STATE STREET BANK AND TRUST COMPANY

By:/s/Joseph L. Hooley
__________________________________
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 October 22, 2003 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further ame nded, 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

< div style="margin-left:0.0";margin-right:0.0";text-indent:0.0";width:100%">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 PRIC E 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 P rice 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. Row e 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

< font style="font-size:12.0pt;" face="Courier New" color="Black">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 Reser ve 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.

< p>

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.

By:/s/Henry H. Hopkins
__________________________________
Henry H. Hopkins, Vice President

STATE STREET BANK AND TRUST COMPANY

By:/s/Joseph L. Hooley
__________________________________
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 PRIC E 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 P rice 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. Row e 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

< font style="font-size:12.0pt;" face="Courier New" color="Black">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 Reser ve 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.

< p>

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.

By:/s/Henry H. Hopkins
__________________________________
Henry H. Hopkins, Vice President

STATE STREET BANK AND TRUST COMPANY

By:/s/Joseph L. Hooley
__________________________________
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.

< font style="font-size:12.0pt;" face="Courier New" color="Black">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 PRIC E 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 P rice 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. Row e 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

< font style="font-size:12.0pt;" face="Courier New" color="Black">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 Reser ve 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.

< p>

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.

By:/s/Henry H. Hopkins
__________________________________
Henry H. Hopkins, Vice President

STATE STREET BANK AND TRUST COMPANY

By:/s/Joseph L. Hooley
__________________________________
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 BA LANCED 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 PRIC E 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 P rice 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

< font style="font-size:12.0pt;" face="Courier New" color="Black">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
< /font>T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T. Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement 2030 Fund
< font style="font-size:12.0pt;" face="Courier New" color="Black">
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.

By:/s/Henry H. Hopkins
__________________________________
Henry H. Hopkins, Vice President

STATE STREET BANK AND TRUST COMPANY

By:/s/Joseph L. Hooley
__________________________________
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 PR ICE 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 PRIC E 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 P rice 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

< font style="font-size:12.0pt;" face="Courier New" color="Black">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
< /font>T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T. Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement 2030 Fund
< font style="font-size:12.0pt;" face="Courier New" color="Black">
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-Fr ee 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.

By:/s/Henry H. Hopkins
__________________________________
Henry H. Hopkins, Vice President

STATE STREET BANK AND TRUST COMPANY

By:/s/Joseph L. Hooley
__________________________________
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. R owe Price Retirement 2055 Fund.

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. ROW E 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
< font style="font-size:12.0pt;" face="Courier New" color="Black">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 Emer ging 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 SERI ES, 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
< /font>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< br>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 T AX-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.

By:/s/Henry H. Hopkins
__________________________________
Henry H. Hopkins, Vice President

STATE STREET BANK AND TRUST COMPANY

By:/s/Joseph L. Hooley
__________________________________
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 Pric e 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 S trategy 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. Row e 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 Retire ment 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

< p>

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

< div style="margin-left:0.0";margin-right:0.0";text-indent:0.0";width:100%">


T. ROWE PRICE VALUE FUND, INC.

By:/s/Henry H. Hopkins
__________________________________
Henry H. Hopkins, Vice President

STATE STREET BANK AND TRUST COMPANY

By:/s/Joseph L. Hooley
__________________________________
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 beha lf 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 PRIC E 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 P rice 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 G rowth 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 F und
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 SCIEN CE & 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

< p>

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

< div style="margin-left:0.0";margin-right:0.0";text-indent:0.0";width:100%">


T. ROWE PRICE VALUE FUND, INC.

By:/s/Henry H. Hopkins
__________________________________
Henry H. Hopkins, Vice President

STATE STREET BANK AND TRUST COMPANY

By:/s/Joseph L. Hooley
__________________________________
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 PRIC E 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 P rice 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 G rowth 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.

< div style="margin-left:0.0";margin-right:0.0";text-indent:0.0";width:100%">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 SCIEN CE & 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

< p>

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

< div style="margin-left:0.0";margin-right:0.0";text-indent:0.0";width:100%">


T. ROWE PRICE VALUE FUND, INC.

By:/s/Henry H. Hopkins
__________________________________
Henry H. Hopkins, Vice President

STATE STREET BANK AND TRUST COMPANY

By:/s/Joseph L. Hooley
______________________________ ____
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 PRIC E 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 P rice 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 G rowth 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 Eme rging Europe & Mediterranean Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Bond Fund
T. Rowe Price Global Stock Fund
T. Rowe Pric e 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

< p>

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

< div style="margin-left:0.0";margin-right:0.0";text-indent:0.0";width:100%">


T. ROWE PRICE VALUE FUND, INC.

By:/s/Henry H. Hopkins
__________________________________
Henry H. Hopkins, Vice President

STATE STREET BANK AND TRUST COMPANY

By:/s/Joseph L. Hooley
______________________________ ____
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 there to 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 Growt h 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

< /div>

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

< p>

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

< div style="margin-left:0.0";margin-right:0.0";text-indent:0.0";width:100%">

T. ROWE PRICE VALUE FUND, INC.


By:/s/Henry H. Hopkins
__________________________________
Henry H. Hopkins, Vice President

STATE STREET BANK AND TRUST COMPANY

By:/s/Joseph L. Hooley
__________________________________
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 Inte rnational 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 F und
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< font style="font-size:12.0pt;" face="Courier New" color="Black">
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.

By:< /font>/s/David Oestreicher
__________________________________
David Oestreicher, Vice President

< /font>STATE STREET BANK AND TRUST COMPANY

By:/s/Joseph C. Antonellis
__________________________________
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 P RICE 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.

< /div>


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 F und
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< font style="font-size:12.0pt;" face="Courier New" color="Black">
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.

By:/s/David Oestreicher
__________________________________
David Oestreicher, Vice President

STATE STREET BANK AND TRUST COMPANY

By:/s/Joseph C. Antonellis
__________________________________
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. Ro we 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 In ternational 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

< /p>

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.< /font>

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.

By:/s/David Oestreicher
__________________________________
David Oestreicher, Vice President

STATE STREET BANK AND TRUST COMPANY

By:/s/Joseph C. Antonellis
__________________________________
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 PR ICE 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 Pri ce 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. RO WE 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. RO WE 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.

< /p>


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.

By:/s/David Oestreicher
__________________________________
David Oestreicher, Vice President

STATE STREET BANK AND TRUST COMPANY

By:/s/Joseph C. Antonellis
__________________________________
Joseph C. Antonellis
Vice Chairman


EX-99.G CUST AGREEMT 4 globalcustagr.htm
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 t hose 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 noninterest 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 noninterest 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. T he 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 i nterest 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 Sec urities.

(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 Cu stomer'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.

< /p>


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 A ctions 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 < font style="font-size:9.0pt;" face="Times New Roman" color="Black">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 contain ed 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.

< p>


(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 fa iled 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 responsib ility 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 outofpocket 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)< font style="font-size:9.0pt;" face="Times New Roman" color="Black">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 c ases 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 certif ies that it is a resident of the United States and agrees to notify the Bank of any changes in residency. The Bank may rely upon this certification or the certification of such other facts as may be required to administer the Bank's obligations under this Agreement. The Customer will indemnify the Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications.

(c)Access to Records. The Bank shall allow the Customer's independent public accountants, officers and advisers reasonable access to the records of the Bank relating to the Assets as is required in connection with their examination of books and records pertaining to the Customer's affairs. Subject to restrictions under applicable law, the Bank shall also obtain an undertaking to permit the Customer's independent public accountants reasonable access to the records of any Subcustodian which has physical possession of any Assets as may be required in connection with the examination of the Customer's books and records.

(d)Governing Law; Successors and Assigns. This Agreement shall be governed by the laws of the State of New York and shall not be assignable by either party, but shall bind the successors in interest of the Customer and the Bank.

(e)Entire Agreement; Applicable Riders. Customer represents that the Assets deposited in the Accounts are (Check one):

X Employee Benefit Plan or other assets subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA");

X 2 Mutual Fund assets subject to certain Securities and Exchange Commission ("SEC") rules and regulations;

X 3 Neither of the above.

With respect to each Customer, this Agreement consists exclusively of this document together with Schedules A, B, Exhibits I _______ and the following Rider(s) to the extent indicated on Schedule A hereto opposite the name of the Customer under the column headed "Applicable Riders to Agreement":

X ERISA

X MUTUAL FUND

SPECIAL TERMS AND CONDITIONS

There are no other provisions of this Agreement and this Agreement supersedes any other agreements, whether written or oral, between the parties. Any amendment to this Agreement must be in writing, executed by both parties.

(f)Severability. In the event that one or more provisions of this Agreement are held invalid, illegal or enforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions will not in any way be affected or impaired.

(g)Waiver. Except as otherwise provided in this Agreement, no failure or delay on the part of either party in exercising any power or right under this Agreement operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any provision of this Agreement, or waiver of any breach or default, is effective unless in writing and signed by the party against whom the waiver is to be enforced.


(h)Notices. All notices under this Agreement shall be effective when actually received. Any notices or other 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 no t 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< b>
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

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

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 inte rpreted as being in compliance with the Department of Labor Regulations Section 2550.404b1 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 2550.404b1;

(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 authorit y 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 2550.404b1.

Section 4. Use of Subcustodian.

Subsection (d) of this section is modified by deleting the last se ntence.

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 Regu lation Section 404b1 (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.

Sect ion 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 17f5 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 regu lated 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 dire ct 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 bookentries in that country, or (ii) a transnational system for the central handling of securities or equivalent bookentries.

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 brokerdealer 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

< /tr>

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 Mo tijheel C.A.
Box 536,
Dhaka-1000
BANGLADESH
Standard Chartered Bank
Dhaka
BELGIUM
General e Bank
3 Montagne Du Parc
1000 Bruxelles
BELGIUM
Credit Lyonnais Bank
Brussels
BOTSWANA
S tandard 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 CanadaRoyal 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< /font>
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
Th e 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 Rea l 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< font style="font-size:12.0pt;" face="Courier New" color="Black">
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 "Cust ody 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 r espects 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 h ereby ratified, approved and confirmed by the Customer and the Bank in all respects.


4. Governing Law. This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.

IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

THE CHASE MANHATTAN BANK, N.A.

By:/s/Alan P. Naughton
Alan P. Naughton
Vice President

EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEPARATELY AND INDIVIDUALLY

By:/s/ Carmen F. Deyesu
Carmen F. Deyesu
Treasurer


Attachment A

LIST OF CUSTOMERS

T. Rowe Price International Series, Inc. on behalf of the
T. Rowe Price International Stock Portfolio

T. Rowe Price Equity Series, Inc. on behalf of the
T. Rowe Price Equity Income Portfolio
T. Rowe Price New America Growth Portfolio

T. Rowe Price New America Growth Fund, Inc.

T. Rowe Price Income Series, Inc. on behalf of
T. Rowe Price Limited-Term Bond Portfolio


Attachment B
Schedule A
Page 1 of 2

LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK, N.A.
DATED JANUARY 3, 1993

CUSTOMER
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT

I. INVESTMENT COMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940
The Mutual Fund Rider is
< font style="font-size:12.0pt;" face="Times New Roman" color="Black">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< /font>
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 Schedu le 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 b ound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable thereunder as a "Customer" as defined in the Custody Agreement.

3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.


4. Governing Law. This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.

IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

THE CHASE MANHATTAN BANK, N.A.

By:/s/Alan P. Naughton
Alan P. Naughton
Vice President

EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEPARATELY AND INDIVIDUALLY

By:/s/Carmen F. Deyesu
Carmen F. Deyesu
Treasurer


Attachment A

LIST OF CUSTOMERS

T. Rowe Price Equity Series, Inc. on behalf of the
T. Rowe Price Personal Strategy Balanced Portfolio

T. Rowe Price Personal Strategy Funds, Inc. on behalf of
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund


Attachment B
Schedule A
Page 1 of 2

LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK, N.A.
DATED JANUARY 3, 1993

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 Fu nds, 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. Row e 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 Int ernational Bond Fund
T. Rowe Price Short-Term Global Income Fund

T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Ter m Bond Portfolio

T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Per sonal 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

Jap an 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 f irst above written.

THE CHASE MANHATTAN BANK, N.A.

/s/Alan P. Naughton
By:_________________________________
Alan P. Naughton
Vice President

EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEPARATELY AND INDIVIDUALLY

/s/Carmen F. Deyesu
By:_________________________________
Carmen F. Deyesu
Treasurer


Attachment A

LIST OF CUSTOMERS

T. Rowe Price Value Fund, Inc.

T. Rowe Price Capital Opportunity Fund, Inc.

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund


Attachment B
Schedule A
Page 1 of 2

LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK, N.A.
DATED JANUARY 3, 1993

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:
Forei gn Equity Fund

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price European Stock Fund
T. Rowe Price International Discove ry Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fu nd
T. Rowe Price New Asia Fund

T. Rowe Price International Series, Inc., on behalf of:
T. Rowe Price International Stock Portfolio< /div>

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

< div style="margin-left:0.0";margin-right:0.0";text-indent:0.0";width:100%">


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
Commo n 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.

/s/Alan P. Naughton
By:_________________________________
Alan P. Naughton
Vice President

EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEPARATELY AND INDIVIDUALLY

/s/Carmen F. Deyesu
By:_________________________________
Carmen F. Deyesu
Treasurer


Attachment A

LIST OF CUSTOMERS

Add the following Fund:

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Stock Fund

Delete the following Fund:

CUNA Mutual Funds, Inc. on behalf of:
CUNA Mutual Cornerstone Fund


Attachment B
Schedule A
Page 1 of 2

LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK, N.A.
DATED JANUARY 3, 1993

CUSTOMER
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT

I. INVESTMENT COMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940
The Mutual Fund Rider is
< font style="font-size:12.0pt;" face="Times New Roman" color="Black">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
Commo n 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 term s and conditions of the Custody Agreement and shall be fully liable thereunder as a "Customer" as defined in the Custody Agreement.

3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

4. Governing Law. This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

THE CHASE MANHATTAN BANK, N.A.

/s/Alan R. Naughton
By:_________________________________
Alan R. Naughton
Vice President

EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEPARATELY AND INDIVIDUALLY

/s/Carmen F. Deyesu
By:_________________________________
Carmen F. Deyesu
Treasurer


Attachment A

LIST OF CUSTOMERS

Add the following Funds:

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Global Stock Fund

T. Rowe Price Corporate Income Fund, Inc.

T. Rowe Price Health & Life Sciences Fund, Inc.


Attachment B
Schedule A
Page 1 of 2

LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK, N.A.
DATED JANUARY 3, 1993

CUSTOMER
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT

I. INVESTMENT COMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940
The Mutual Fund Rider is
< font style="font-size:12.0pt;" face="Times New Roman" color="Black">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
Commo n 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

/s/Caroline Willson
By:_________________________________
Caroline Willson
Vice President

EACH OF THE CUSTOMERS LISTED IN
ATTACHMENT A HERETO, SEPARATELY AND
INDIVIDUALLY

/s/Carmen F. Deyesu
By:________________________________
Carmen F. Deyesu
Treasurer


Attachment A

LIST OF CUSTOMERS

Add the following Funds:

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Mid-Cap Growth Portfolio

T. Rowe Price Financial Services Fund, Inc.

Institutional Equity Funds, Inc. on behalf of:
Mi d-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
< font style="font-size:12.0pt;" face="Times New Roman" color="Black">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 Com pany 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 ter ms 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 Internat ional, 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 th e 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 in vestor'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 Securiti es 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 amende d 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 followi ng 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 fo r 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 R ussian 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 monit or 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 Agreem ent 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 Willson
Caroline Willson
Vice President

EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEPARATELY AND INDIVIDUALLY

By:/s/Carmen F. Deyesu
Carmen F. Deyesu
Treasurer


Attachment A

LIST OF CUSTOMERS

Add the following Funds:

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

T. Rowe Price Media & Telecommunications Fund, Inc.

T. Rowe Price Tax-Efficient Balanced Fund, Inc.

Change the name of the following Fund:

T. Rowe Price OTC Fund, Inc., on behalf of:
T. Rowe Price OTC Fund

Effective May 1, 1997, the fund name changed to:
T. Rowe Price Small-Cap Stock Fund, Inc.

Delete the following Fund:

T. Rowe Price International Funds, Inc., on behalf of:
T. Rowe Price Short-Term Global Income Fund


Attachment B
Schedule A
Page 1 of 3

LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK
DATED JANUARY 3, 1994

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. Row e 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

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 Li mited-Term Bond Portfolio

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Glo bal 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 Strate gy 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 pro vided 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 shal l 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 withou t 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 Gro wth 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 xa4 10 of the Agreement. Proxy Services fees shall be as separately agreed.


SCHEDULE A

SECTION 1

T. Rowe Price Balanced Fund, Inc.

T. Rowe Price Blue Chip Growth Fund, Inc.

T. Rowe Price Capital Appreciation Fund

T. Rowe Price Capital Opportunity Fund, Inc.

T. Rowe Price Corporate Income Fund, Inc.

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

T. Rowe Price Dividend Growth Fund, Inc.

T. Rowe Price Equity Income Fund

T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio

T. Rowe Price Financial Services Fund, Inc.

T. Rowe Price Growth & Income Fund, Inc.

T. Rowe Price Growth Stock Fund, Inc.

T. Rowe Price Health Sciences Fund, Inc.

T. Rowe Price High Yield Fund, Inc.

T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited Term Bond Portfolio

Institutional Equity Funds, Inc. on behalf of:
Mid-Cap Equity Growth Fund

T. Rowe Price Media & Telecommunications Fund, Inc.

T. Rowe Price Mid-Cap Growth Fund, Inc.

T. Rowe Price Mid-Cap Value Fund, Inc.

T. Rowe Price New America Growth Fund, Inc.

T. Rowe Price New Era Fund, Inc.

T. Rowe Price New Horizons Fund, Inc.

T. Rowe Price New Income Fund, Inc.

T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund

T. Rowe Price Real Estate Fund, Inc.

T. Rowe Price Science & Technology Fund, Inc.

T. Rowe Price Short-Term Bond Fund, Inc.

T. Rowe Price Short-Term U.S. Government Fund, Inc.

T. Rowe Price Small-Cap Stock Fund, Inc.

T. Rowe Price Small-Cap Value Fund, Inc.

T. Rowe Price Summit Funds, Inc. on behalf of:
T. Rowe Price Summit Limited-Term Bond Fund

T. Rowe Price Tax-Efficient Balanced Fund, Inc.

T. Rowe Price Value Fund, Inc.

SECTION 2

NYC International Common Trust Fund


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994, November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, and July 23, 1997 (the "Custody Agreement"), by and between each of the Entities listed in Attachment A hereto, separately and individually (each such entity referred to hereinafter as the "Customer") and The Chase Manhattan Bank, N.A., which contracts have been assumed by operation of law by THE CHASE MANHATTAN BANK (the "Bank") is hereby further amended, as of October 29, 1997 (the "Amendment Agreement"). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement;

NOW, THEREFORE, the parties hereto agree as follows:

1. Amendment. Section 1 of Schedule A of the Custody Agreement ("Schedule A") shall be amended to add certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached hereto as Attachment B shall supersede the existing Schedule A in its entirety.

2. Agreement. The Customer agrees to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable thereunder as a "Customer" as defined in the Custody Agreement.

3. Confirmation of Agreement. Except as amended hereb y, 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 fi rst above written.

THE CHASE MANHATTAN BANK

By:/s/Helen C. Bairsto
Helen C. Bairsto
Vice President

EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEPARATELY AND INDIVIDUALLY

By:/s/Carmen F. Deyesu
Carmen F. Deyesu
Treasurer


Attachment A

LIST OF CUSTOMERS

Add the following Fund:

T. Rowe Price Real Estate Fund, Inc.


Attachment B
Schedule A
Page 1 of 3

LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK
DATED JANUARY 3, 1994

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. Row e 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

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.

< /div>


AMENDMENT AGREEMENT TO
RUSSIAN RIDER TO THE GLOBAL
CUSTODY AGREEMENT

AMENDMENT to Attachment B of Global Custody Agreement dated January 3, 1 994, 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 < font style="font-size:12.0pt;" face="Times New Roman" color="Black">the Russian Rider dated July 17, 1997:

Institutional International Funds, Inc., on behalf of:
Foreign Equ ity 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, 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.

< div style="margin-left:0.0";margin-right:0.0";text-indent:0.0";width:100%">


IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

THE CHASE MANHATTAN BANK

/s/Joseph M. Rondinelli
By:_____________________________________
Joseph M. Rondinelli
Vice President

EACH OF THE CUSTOMERS LISTED IN ATTACHMENT A HERETO, SEVERALLY
AND NOT JOINTLY

/s/Henry H. Hopkins
By:_____________________________________
Henry H. Hopkins
Vice President


Attachment A

LIST OF CUSTOMERS

Change the name of the following Fund:

T. Rowe Price Global Government Bond Fund

Effective May 1, 1998, the fund name changed to:
T. Rowe Price Global Bond Fund

Add the following Fund:

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price International Growth & Income Fund

Add the following Funds to the Russian Rider:

T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price International Growth & Income Fund

RPFI International Partners, L.P.


Schedule A
Page 1 of 3

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK
DATED JANUARY 3, 1994

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, In c.
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 Inco me 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
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fu nd
T. Rowe Price New Asia Fund

Russian Rider
Russian Rider
Russian Rider
Russian Rider
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 S ummit 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

< font style="font-size:12.0pt;" face="Times New Roman" color="Black">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

II I. OTHER

RPFI International Partners, L.P.


Russian Rider


AMENDMENT AGREEMENT

The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994, November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October 29, 1997 and December 15, 1998 (the "Custody Agreement") by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the "Customer") and The Chase Manhattan Bank, N.A., whose contracts have been assumed by THE CHASE MANHATTAN BANK (the "Bank") is hereby further amended, as of October 6, 1999 (the "Amendment Agreement"). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement;

NOW, THEREFORE, the parties hereto agree as follows:

1.Amendment. Sections I, II and III of Schedule A of the Custody Agreement ("Schedule A") shall be amended to add or change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

2.Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a "Customer" and "Bank," respectively, as defined in the Custody Agreement.

3.Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

4.Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

THE CHASE MANHATTAN BANK

/s/Joseph M. Rondinelli
By:____________________________________
Joseph M. Rondinelli
Vice President

EACH OF THE CUSTOMERS LISTED IN
ATTACHMENT A HERETO, SEVERALLY
AND NOT JOINTLY

/s/Henry H. Hopkins
By:____________________________________
Henry H. Hopkins
Vice President


Attachment A

Page 1 of 2

LIST OF CUSTOMERS

Change the name of the following Fund:

T. Rowe Price Tax-Efficient Balanced Fund, Inc.

Effective May 27, 1999, the fund name changed to:

T. Rowe Price Tax-Efficient Funds, Inc., on behalf of
T. Rowe Price Tax-Efficient Balanced Fund

Add the following Fund:

T. Rowe Price Tax-Efficient Funds, Inc., on behalf of:
T. Rowe Price Tax-Efficient Growth Fund

Add the following Trusts:

T. Rowe Price Trust Company, as Trustee for the International
Common Trust Fund, on behalf of the Underlying Trusts:

Foreign Discovery Trust - B

International Small-Cap Trust

Delete the following Trust:

New York City International Common Trust Fund

Add the following Funds/Trusts/Limited Partnerships to the Global Proxy Service Rider:

T. Rowe Price Equity Series, Inc.
T. Rowe Price Equity Income Portfolio

T. Rowe Price Tax-Efficient Funds, Inc., on behalf of
T. Rowe Price Tax-Efficient Growth Fund

Institutional International Funds, Inc., on behalf of
Foreign Equity Fund


Attachment A

Page 2 of 2

T. Rowe Price International Funds, Inc., on behalf of
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Bond Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Bond Fund
T. Rowe Price International Discovery Fund
< /font>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

< /tr>
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
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
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 Pro xy 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

< div style="text-align:Left;margin-left:0.0";margin-right:0.0";text-indent:0.0";width:100%">
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 Agreemen t"). Terms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement;

NOW, THEREFORE, the parties hereto agree as follows:

1.Amendment. Sections I, II and III of Schedule A of the Custody Agreement ("Schedule A") shall be amended to add or change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

2.Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a "Customer" and "Bank," respectively, as defined in the Custody Agreement.

3.Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

4.Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

THE CHASE MANHATTAN BANK

/s/Joseph M. Rondinelli
By:____________________________________
Joseph M. Rondinelli
Vice President

EACH OF THE CUSTOMERS LISTED IN
ATTACHMENT A HERETO, SEVERALLY
AND NOT JOINTLY

/s/Henry H. Hopkins
By:____________________________________
Henry H. Hopkins
Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Funds:

Institutional Equity Funds, Inc., on behalf of:
Institutional Large-Cap Value Fund
Institutional Small-Cap Stock Fund

Add the following Funds to the Global Proxy Service Rider:

Institutional Equity Funds, Inc., on behalf of
Institutional Large-Cap Value Fund
Institutional Small-Cap Stock Fund


Schedule A

Page 1 of 3

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK
DATED JANUARY 3, 1994

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

< /tr>< /tr>
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
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 Servi ce 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 Pro xy 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

< div style="margin-left:0.0";margin-right:0.0";text-indent:0.3";width:100%">
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 appointmen t pursuant to the terms of the Custody Agreement;

NOW, THEREFORE, the parties hereto agree as follows:

1.Amendment. Sections I, II and III of Schedule A of the Custody Agreement ("Schedule A") shall be amended to add or change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

2.Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a "Customer" and "Bank," respectively, as defined in the Custody Agreement.

3.Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

4.Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

THE CHASE MANHATTAN BANK

/s/Joseph M. Rondinelli
By:____________________________________
Joseph M. Rondinelli
Vice President

EACH OF THE CUSTOMERS LISTED IN
ATTACHMENT A HERETO, SEVERALLY
AND NOT JOINTLY

/s/Henry H. Hopkins
By:____________________________________
Henry H. Hopkins
Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Fund:

T. Rowe Price International Funds, Inc., on behalf of:
T. Rowe Price Emerging Europe & Mediterranean Fund

Add the following Fund to the Global Proxy Service and Russian Rider:

T. Rowe Price International Funds, Inc., on behalf of:
T. Rowe Price Emerging Europe & Mediterranean Fund


Schedule A

Page 1 of 3

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK
DATED JANUARY 3, 1994

CUSTOMER
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT

I. INVESTMENT COMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940
The Mutual Fund Rider is
< font style="font-size:12.0pt;" face="Times New Roman" color="Black">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
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
Globa l 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 &a mp; 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 Pr ice 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 Estat e 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 Pro xy 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

< div style="text-align:Left;margin-left:0.0";margin-right:0.0";text-indent:0.3";width:100%">
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 o f the Custody Agreement;

NOW, THEREFORE, the parties hereto agree as follows:

1.Amendment. Sections I, II and III of Schedule A of the Custody Agreement ("Schedule A") shall be amended to add or change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

2.Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a "Customer" and "Bank," respectively, as defined in the Custody Agreement.

3.Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

4.Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.


IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

THE CHASE MANHATTAN BANK

/s/Joseph M. Rondinelli
By:____________________________________
Joseph M. Rondinelli
Vice President

EACH OF THE CUSTOMERS LISTED IN
ATTACHMENT A HERETO, SEVERALLY
AND NOT JOINTLY

/s/Henry H. Hopkins
By:____________________________________
Henry H. Hopkins
Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Funds:

Equity Funds

T. Rowe Price Developing Technologies Fund, Inc.

T. Rowe Price Global Technology Fund, Inc.

Income Fund

T. Rowe Price U.S. Bond Index Fund, Inc.

T. Rowe Price Trust Company, as Trustee for the International
Common Trust Fund on behalf of the Underlying Trusts:

India Trust

Taiwan Trust

Add the following Funds to the Global Proxy Service Rider:

Equity Funds

T. Rowe Price Developing Technologies Fund, Inc.

T. Rowe Price Global Technology Fund, Inc.

Income Fund

T. Rowe Price U.S. Bond Index Fund, Inc.

T. Rowe Price Trust Company, as Trustee for the International
Common Trust Fund on behalf of the Underlying Trusts:

India Trust

Taiwan Trust


Schedule A

Page 1 of 3

LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK
DATED JANUARY 3, 1994

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

< /tr>
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 Ser vice 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 Servi ce 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 Pro xy 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 pursu ant 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 acc ordance with and governed by the law of the State of New York without regard to its conflict of law principles.


IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

THE CHASE MANHATTAN BANK

/s/Joseph M. Rondinelli
By:____________________________________
Joseph M. Rondinelli
Vice President

EACH OF THE CUSTOMERS LISTED IN
ATTACHMENT A HERETO, SEVERALLY
AND NOT JOINTLY

/s/Henry H. Hopkins
By:____________________________________
Henry H. Hopkins
Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Funds:

Equity Funds

T. Rowe Price Equity Seri es, 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:
< /font>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

< /tr>
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 Servi ce 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:
< /font> 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 Servi ce 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< /font>
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 Pric e 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 d efinition 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 exerci se;

(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 Fo reign 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 he ld 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 17f5(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 dire ct 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 connect ion 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 he reto, 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 depos itory" 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 determin ations regarding Country Risk, Bank shall furnish annually and upon the initial placing of Foreign Assets into a country the following information (check items applicable):

AOpinions 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, I nc.


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:
I nstitutional 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"). Te rms defined in the Custody Agreement are used herein as therein defined.

WITNESSETH:

WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement;

NOW, THEREFORE, the parties hereto agree as follows:

1.Amendment. Sections I, II and III of Schedule A of the Custody Agreement ("Schedule A") shall be amended to add or change certain Customers as specified in Attachment A hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.

2.Agreement. The Customer and Bank agree to be bound in all respects by all the terms and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a "Customer" and "Bank," respectively, as defined in the Custody Agreement.

3.Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.


4.Governing Law: This Amendment Agreement shall be construed in accordance with and governed by the law of the State of New York without regard to its conflict of law principles.

IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the day and year first above written.

THE CHASE MANHATTAN BANK

/s/Paul D. Hopkins
By:____________________________________
Paul D. Hopkins
Vice President

EACH OF THE CUSTOMERS LISTED IN
ATTACHMENT A HERETO, SEVERALLY
AND NOT JOINTLY

/s/Henry H. Hopkins
By:____________________________________
Henry H. Hopkins
Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following 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< br>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< /font>
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 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 Ride r
India Trust
Global Proxy Service Rider
International Small-Cap Trust
Global Proxy Service Rider
Japan Discovery Trust
Global Proxy Service Rider
< td style="text-indent:0.02";">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

/s/Helen Bairsto
By:____________________________________
Helen Bairsto
Vice President

EACH OF THE CUSTOMERS LISTED IN
ATTACHMENT A HERETO, SEVERALLY
AND NOT JOINTLY

/s/Henry H. Hopkins
By:____________________________________
Henry H. Hopkins
Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Fund:

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 Cu stomers 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 Pr ice 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

Gl obal 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 Fun d, 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.
Glo bal 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 de fined.

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 accorda nce 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

/s/Helen Bairsto
By:____________________________________
Helen Bairsto
Vice President

EACH OF THE CUSTOMERS LISTED IN
ATTACHMENT A HERETO, SEVERALLY
AND NOT JOINTLY

/s/Henry H. Hopkins
By:____________________________________
Henry H. Hopkins
Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Funds:

Equity Funds

T. Rowe Price 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 Protect ed 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 MANHATT AN 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
< /td>
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 Serv ice 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 Stoc k 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.
< font style="font-size:10.0pt;" face="Berkeley Book" color="Black">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.
Glo bal 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
Ind ia 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 herei n 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.< /font>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, SEVERALLY
AND NOT JOINTLY

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 MANHATT AN BANK
ATED 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

< /tr>
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 Servi ce 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
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 Internat ional 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.
Glob al 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.
Glo bal 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

< /div>


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
Ind ia 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 purs uant 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

/s/Andrew Lawson
By:____________________________________
Andrew Lawson
Vice President

EACH OF THE CUSTOMERS LISTED IN
ATTACHMENT A HERETO, SEVERALLY
AND NOT JOINTLY

/s/Henry H. Hopkins
By:____________________________________
Henry H. Hopkins
Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOM ERS

Add the following Fund:

Equity Funds:

T. Rowe Price Diversified Mid-Ca p 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 Pr ice 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
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 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 Em erging 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
< /font> 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 Inte rnational 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

< /font>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.

< p>


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

/s/Andrew Lawson
By:____________________________________
Andrew Lawson
Vice President

EACH OF THE CUSTOMERS LISTED IN
ATTACHMENT A HERETO, SEVERALLY
AND NOT JOINTLY

/s/Henry H. Hopkins
By:____________________________________
Henry H. Hopkins
Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOM ERS

Add the following Fund:

Income Funds:

T. Rowe Price Institutional Inco me 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 Pr ice 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
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 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 Ru ssian 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 &a mp; 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 Pr ice 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 Estat e 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, In c. 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 al l 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

/s/Andrew Lawson
By:____________________________________
Andrew Lawson
Vice President

EACH OF THE CUSTOMERS LIS TED IN
SCHEDULE A HERETO, SEVERALLY AND
NOT JOINTLY

/s/Henry H. Hopkins
By:____________________________________
Henry H. Hopkins
Vice President


Attachment A
Page 1 of 1

LIST OF CUSTOMERS

Add the following Fund 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 P rice 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 Servic e 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 S trategy 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 Fund s, 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 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. Row e 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 Bon d 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
Glob al 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 1 5, 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 A pril 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 an d 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 fu ll 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

/s/Andrew Lawson
By:____________________________________
Andrew Lawson
Vice President

EACH OF THE CUSTOMERS LISTED IN
SCHEDULE A HERETO, SEVERALLY AND
NOT JOINTLY

/s/Henry H. Hopkins
By:____________________________________
Henry H. Hopkins
Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Fund:

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 beh alf 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< br>
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 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 o f:
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 Ri der
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. Row e 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 H orizons 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 Sma ll-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-Te rm 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 Pri ce 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 Pr ice 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 t o 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

/s/Andrew Lawson
By:____________________________________
Andrew Lawson
Vice President

EACH OF THE CUSTOMERS LISTED IN
SCHEDULE A HERETO, SEVERALLY AND
NOT JOINTLY

/s/Henry H. Hopkins
By:____________________________________
Henry H. Hopkins
Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Funds:

Equity Funds:

T. Rowe Price 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
< /td>
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 R ider
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 Emerging Europe & Mediterranean Fund T. Ro we 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


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
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< font style="font-size:10.0pt;" face="Berkeley Book" color="Black">
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, Septemb er 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 th e 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

/s/Andrew Lawson
By:____________________________________
Andrew Lawson
Vice President

EACH OF THE CUSTOMERS LISTED IN
SCHEDULE A HERETO, SEVERALLY AND
NOT JOINTLY

/s/Henry H. Hopkins
By:____________________________________
Henry H. Hopkins
Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOMERS

Add the following Funds:

Equity Funds:

T. Rowe Price 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
< /td>
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 R ider
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, I nc. 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

< /p>

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 Serv ice 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 Se rvice 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

< p>

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
< /td>
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, Septemb er 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

/s/Debra Ware
By:____________________________________
Vice President

EACH OF THE CUSTOMERS LISTED IN
SCHEDULE A HERETO, SEVERALLY AND
NOT JOINTLY

/s/Henry H. Hopkins
By:____________________________________
Henry H. Hopkins
Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOM ERS

Add the following Funds:

Equity Funds:

T. Rowe Price Institutional Equity Funds, Inc., on behalf of< font style="font-size:12.0pt;" face="Times New Roman" color="Black">
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


Schedule A

Page 2 of 3

< /table>


Income Funds

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
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
< /font> 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< /font>
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
< /td>
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
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.
Globa l 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 Prox y 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 Ser vice 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 S ervice 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


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 Prox y 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, Septemb er 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

/s/Debra Ware
By:____________________________________
Vice President

EACH OF THE CUSTOMERS LISTED IN
SCHEDULE A HERETO, SEVERALLY AND
NOT JOINTLY

/s/Henry H. Hopkins
By:____________________________________
Henry H. Hopkins
Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOM ERS

Add the following Funds:

Income Funds:

T. Rowe Price Institutional Income Funds, Inc., on behalf of< font style="font-size:12.0pt;" face="Times New Roman" color="Black">
T. Rowe Price Institutional Floating Rate Fund

Add the following Funds to the Global Service Proxy Rider:

Income Funds:

T. Rowe Price Institutional Income Funds, Inc., on behalf of
T. Rowe Price Institutional Floating Rate Fund

< /div>


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 Instituti onal 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
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 Eur opean 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 beha lf 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.
Globa l 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 Internation al 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


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, 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 a nd 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&# 160;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

/s/Debra Ware
By:____________________________________
Vice President

EACH OF THE CUSTOMERS LISTED IN
SCHEDULE A HERETO, SEVERALLY AND
NOT JOINTLY

/s/David Oestreicher
By:____________________________________
David Oestreicher
Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOM ERS

Add the following Funds:

Equity Funds:

T. Rowe Price Institutional International Funds, Inc., on behalf of< /font>

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 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 C oncentrated 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
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 Europ e & 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.
Globa l 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 Internation al 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


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
In ternational 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, Sep tember 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.< /font>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

/s/Debra Ware
By:____________________________________
Vice President

EACH OF THE CUSTOMERS LISTED IN
SCHEDULE A HERETO, SEVERALLY AND
NOT JOINTLY

/s/David Oestreicher
By:____________________________________
David Oestreicher
Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOM ERS

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< font style="font-size:12.0pt;" face="Times New Roman" color="Black">
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 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.< /font>

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
< font style="font-size:10.0pt;" face="Berkeley Book" color="Black">
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


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
T. Rowe Price Institutional U.S. Structured Research
Fun d


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
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 Fun d T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock 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
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

< /p>

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 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


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, Septemb er 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

/s/Paul J. Blight
By:____________________________________
Vice President

EACH OF THE CUSTOMERS LISTED IN
SCHEDULE A HERETO, SEVERALLY AND
NOT JOINTLY

/s/David Oestreicher
By:____________________________________
David Oestreicher
Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOM ERS

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


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
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
T. Rowe Price Institutional International Funds, Inc.
on behalf of:
T. Rowe Pric e 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
Glo bal 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 Emergin g Markets Stock Fund
T. Rowe Price European Stock 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< font style="font-size:10.0pt;" face="Berkeley Book" color="Black">
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 Rid er
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 Pr ice 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 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 Servi ce 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


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, Septemb er 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 C ustody 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

/s/Paul J. Blight
By:____________________________________
Vice President

EACH OF THE CUSTOMERS LISTED IN
SCHEDULE A HERETO, SEVERALLY AND
NOT JOINTLY

/s/David Oestreicher
By:____________________________________
David Oestreicher
Vice President


Attachment A

Page 1 of 1

LIST OF CUSTOM ERS

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


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
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
T. Rowe Price Institutional International Funds, Inc.
on behalf of:
T. Rowe Pric e 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
Glo bal 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 Emergin g Markets Stock Fund
T. Rowe Price European Stock 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< font style="font-size:10.0pt;" face="Berkeley Book" color="Black">
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 Rid er
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. Row e 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 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 S ervice 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


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 Prox y 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, Septemb er 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

/s/Debra Ware
By:____________________________________
Vice President

EACH OF THE CUSTOMERS LISTED IN
SCHEDULE A HERETO, SEVERALLY AND
NOT JOINTLY

/s/David Oestreicher
By:____________________________________
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-Effi cient 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


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 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 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 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
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 Rus sian 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 Pric e 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 Pr ice 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. Row e Price Value Fund, Inc.
Global Proxy Service Rider


Income Funds

T. Rowe Price Corporate Income Fund, Inc.
Global Proxy Service Rider
T. Row e 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 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 S ervice 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 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
Globa l 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, Septemb er 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

/s/Debra Ware
By:____________________________________
Vice President

EACH OF THE CUSTOMERS LISTED IN
SCHEDULE A HERETO, SEVERALLY AND
NOT JOINTLY

/s/David Oestreicher
By:____________________________________
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


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 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 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 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< br>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 F und, 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, In c.
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. Row e 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 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 S ervice 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 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, Septemb er 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.Amendme nt. 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

/s/Debra Ware
By:____________________________________
Vice President

EACH OF THE CUSTOMERS LISTED IN
SCHEDULE A HERETO, SEVERALLY AND
NOT JOINTLY

/s/David Oestreicher
By:____________________________________
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


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 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 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 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< br>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 F und, 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, In c.
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. Row e 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 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 S ervice 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 Prox y 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 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


EX-99.H OTH MAT CONT 5 transferagmt2010.htm

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
8
Article K
As of Transactions
9

1. Reporting
9

2. Liability
10
Article L
Term and Termination of Agreement
12
Article M
Notice
12
Article N
Assignment
13
Article O
Amendment/Interpretive Provisions
13
Article P
Further Assurances
13
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 Massachu setts Business Trust
14
Article V
Captions
15

SCHEDULE 1
APPENDIX A

2


AGREEMENT, made as of the first day of January, 2010, by and between T. ROWE PRICE RETIREMENT PLAN SERVICES, INC., a Maryland corporation having its principal office and place of business at 100 East Pratt Street, Baltimore, Maryland 21202 ("RPS"), and EACH FUND WHICH IS LISTED ON APPENDIX A (as such Appendix may be amended from time to time) and which evidences its agreement to be bound hereby by executing a copy of this Agreement (each Fund hereinafter referred to as "the Fund") whose definition may be found in Article T;

WHEREAS, the Funds are named investment options under various tax-sheltered plans, including, but not limited to, state and local government deferred compensation plans, 403(b) plans, and profit sharing, thrift, 401(k) and money purchase pension plans for self-employed individuals, professional partnerships and corporations (collectively referred to as "Retirement Plans"); and the Fund has determined that such investments of Retirement Plans in the Funds are in the best longterm interest of the Funds;

WHEREAS, RPS has the capability of providing services, on behalf of the Fund, for the accounts of individuals ("Participants") participating in these Retirement Plans ("Retirement Accounts");

WHEREAS, RPS represents that it is registered with the Securities and Exchange Commission as a Transfer Agent under Section 17A of the Securities Exchange Act of 1934 (the "`34 Act"); 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 beh alf 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 rules and regulations, the Fund`s thencurrent prospectus, and policies and procedures adopted by RPS. RPS will implement and maintain the systems necessary to perform such services.

C.
Fees and Expenses

For the services performed on Schedule 1 of this Agre ement, 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.< /font>It is a corporation duly organized and existing and in good standing under the laws of Maryland.

2.It is empowered under applicab le laws and by its charter and by-laws to enter into and perform this Agreement.

4


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 xd4 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 la ws 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

6


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 prev ent 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;

8


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 au thorizing 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 ByLaws of the Fund;

d.Certified copies of each vote of the Board of Directors/Trustee s 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

10


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 R PS 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 pu rchase 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 and loss ("Loss") or gain and negative dilution ("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, ho wever, closely monitor for each Fund the daily and Cumulative Gain/Loss which 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.

12


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. All such Significant As Of Transactions 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 promptly reported to the Board and resolved at the next scheduled Board Meeting. Settlement for Significant As Of Transactions causing Dilution 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 resulting from an As Of Transaction shall be determined for each class; provided, however, that for purposes of determining RPS`s liabili ty for reimbursement of any Loss to a class, Gains in one class may be used to offset Loss 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:

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 absolute and relative volume of all transactions processed by RPS on the day of the Significant As Of Transaction;
< p>

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.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.

14


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 regulati on 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 he reof, 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 seri es 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.

16


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, actin g 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/Cynthia Egan
Title: President

By: /s/Gregory Hunkle
Title: Treasuer

18


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:

< p>

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 Ac tions
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 SMALLCAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T. ROWE PRICE EQUITY INCOME FUND
T. Rowe Price Equity Income Fund--R Class

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.

T. ROWE PRICE GLOBAL 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 PROTECTED BOND FUND, INC.

20


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 INTERNATIONAL FUNDS, INC.
T. Rowe Price Africa & Middle East Fund
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global 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 FundR 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 MIDCAP GROWTH FUND, INC.
T. Rowe Price Mid-Cap Growth Fund--R Class

T. ROWE PRICE MIDCAP VALUE FUND, INC.
T. Rowe Price Mid-Cap Value FundR 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 FundR Class


T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. ROWE PRICE RETIREMENT FUNDS, INC.
T. Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement 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 SHORTTERM BOND FUND, INC.

T. ROWE PRICE SHORT-TERM INCOME FUND, INC.

T. ROWE PRICE SMALLCAP STOCK FUND, INC.

T. ROWE PRICE SMALLCAP VALUE FUND, INC.

22


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 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 LongTerm Fund
U.S. Treasury Money Fund

< div style="margin-left:0.0";margin-right:0.0";text-indent:0.0";width:100%">

T. ROWE PRICE VALUE FUND, INC.


EX-99.H OTH MAT CONT 6 fundacctagmt2010.htm

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
7
Article J
Recordkeeping/Confidentiality
7
Article K
Compliance with Governmental Rules and Regulations
7
Article L
Term and Termination of Agreement
8
Article M
Notice
8
Article N
Assignment
8
Article O
Amendment/Interpretive Provisions
8
Article P
Further Assurances
9
Article Q
Maryland Law to Apply
9
Article R
Merger of Agreement
9
Article S
Counterparts
9
Article T
The Parties
9
Article U
Directors, Trustee and Shareholders and Massachusetts Business Trust
10
Article V
Captions
10

2


AGREEMENT made as of the first day of January, 2010, 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 a gree 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.


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, ga ins 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 b y each of the Fund's Board including, but not limited to, the utilization of such pricing valuation sources and/or pricing services as determined by the Boards.

Price Associates shall have no liability for any losses or damages incurred by the Fund as a result of erroneous portfolio security evaluations provided by such designated sources and/or pricing services; provided that, Price Associates reasonably believes the prices are accurate, has adhered to its normal verification control procedures, and has otherwise met the standard of care as set forth in Article G of this Agreement;

5.Provide daily cash flow and transaction status information to each Fund`s adviser;

6.Authorize the payment of Fund expenses, either through instruction of custodial bank or utilization of custodian`s automated transfer system, 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;

4


8.Provide each Fund with such advice that may be reasonably necessary to properly account for all financial transactions and to maintain the Fund's accounting procedures and records so as to insure compliance with generally accepted accounting 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 necessary to perform the above services; and

13. 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 bo th 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.

6


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 result s 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 promptly reported to the Board (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 cla ss; 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 loss 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 mea n 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; o r (iii) Price Associates acting upon information provided by the Fund in

8


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 comp romise 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 xd4 40 Act") and the Securities Exchange Act of 1934 ("the xd4 34 Act").

2.Price Associates and the Fund agree that all books, records, information and data pertaini ng 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

10


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 Agreemen t 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 xd4 34 Act, the Securities Act of 1933 ("the xd4 33 Act"), and any laws, rules and regulations of governmental authorities having jurisdiction over the Funds.

L.
Term and Termination of Agreement

1.This Agreement shall run for a period of one (1) year from the date first written above and will be renewed from year to year thereafter unless terminated by either party as provided hereunder.

2.This Agreement may be terminated by the Fund upon sixty (60) days` written notice to Price Associates; and by Price Associates, upon three hundred sixty-five (365) days` written notice to the Fund 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.

12


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.

14


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/Wayne O`Melia
Title: Vice President

By: /s/Gregory 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 TAXFREE INCOME TRUST
California TaxFree Bond Fund
California TaxFree 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 Chi p 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 MidCap 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.

16


T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price LimitedTerm Bond Portfolio
T. Rowe Price Limited-Term Bond Portfolio-II
T. Rowe Price Prime Reserve Portfolio

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 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 LargeCap Growth Fund
T. Rowe Price Institutional LargeCap Value Fund
T. Rowe Price Institutional MidCap Equity Growth Fund
T. Rowe Price Institutional SmallCap 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 Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Infrastructure Fund
T. Rowe Price Global Infrastructure FundAdvisor 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 B ond 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 MIDCAP GROWTH FUND, INC.
T. Rowe Price MidCap Growth Fund--Advisor Class
T. Rowe Price Mid-Cap Growth Fund--R Class

< div style="text-align:Left;margin-left:0.0";margin-right:0.0";text-indent:0.0";width:100%">

18


T. ROWE PRICE MIDCAP VALUE FUND, INC.
T. Rowe Price Mid-Cap Value Fund--Advisor Class
T. Rowe Price Mid-Cap Value Fund--R Class

T. ROWE PRICE NEW AMERICA GROWTH FUND
T. Rowe Price New America Growth Fund--Advisor Class

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUND, INC.

T. ROWE PRICE NEW INCOME FUND, INC.
T. Rowe Price New Income Fund--Advisor Class
T. Rowe Price New Income Fund--R Class

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.
T. Rowe Price Real Estate Fund--Advisor Class

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T. Rowe Price 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 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 Cla ss
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 SHORTTERM BOND FUND, INC.
T. Rowe Price Short-Term Bond Fund--Advisor Class

T. ROWE PRICE SHORT-TERM INCOME FUND, INC.

T. ROWE PRICE SMALL CAP STOCK FUND, INC
T. Rowe Price Small-Cap Stock Fund-Advisor Class

T. ROWE PRICE SMALLCAP VALUE FUND, INC.
T. Rowe Price SmallCap Value Fund--Advisor Class

T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund

20


T. ROWE PRICE STATE TAXFREE INCOME TRUST
Georgia TaxFree Bond Fund
Maryland ShortTerm TaxFree Bond Fund
Maryland TaxFree Bond Fund
Maryland TaxFree Money Fund
New Jersey TaxFree Bond Fund
New York Tax-Free Bond Fund
New York TaxFree Money Fund
Virginia TaxFree 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 Intermediate Fund
T. Rowe Price Summit Municipal Money Market Fund

T. ROWE PRICE TAXEFFICIENT FUNDS, INC.
T. Rowe Price TaxEfficient Equity Fund

T. ROWE PRICE TAXEXEMPT MONEY FUND, INC.

T. ROWE PRICE TAXFREE HIGH YIELD FUND, INC.

T. ROWE PRICE TAXFREE INCOME FUND, INC.
T. Rowe Price Tax-Free Income Fund--Advisor Class

T. ROWE PRICE TAXFREE 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. Large-Cap Core Fund- Advisor Class


T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury LongTerm Fund
U.S. Treasury Money Fund

T. ROWE PRICE VALUE FUND, INC.
T. Rowe Price Value Fund--Advisor Class


EX-99.H OTH MAT CONT 7 rpsagmt2010.htm

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
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
13
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 Terminatio n of Agreement
17
Article O
Notice
18
Article P
Assignment
18
Article Q
Amendment/Interpretive Provisions
18
Article R
Further Assurances
18
Article S
Maryland Law to Apply
19
Article T
Merger of Agreement
19
Article U
Counterparts
19
Article V
The Parties
19
Article W
Directors, Trustees, Shareholders and Massachusetts Business Trust
19
Article X
Captions
20

2


SCHEDULE 1

APPENDIX A


TRANSFER AGENCY AND SERVICE AGREEMENT

AGREEMENT made as of the first day of January, 2010, 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 S ecurities 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

4


WHEREAS, certain of the Funds are named investment options under various retirement plans including, but not limited to, individual retirement accounts, SepIRA`s, SIMPLE plans, deferred compensation plans, 403(b) plans, and profit sharing, thrift, and money purchase pension plans for self-employed individuals, individual 401(k)s and professional partnerships and corporations (collectively referred to as "Retirement Plans") and Price Services has the capability of providing services, on behalf of the Funds, for the accounts of shareholders ("Participants") participating in these Retirement Plans ("Retirement Accounts"< /b>).

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 T. Rowe Price Trust Company and their affiliates may enter into contracts ("Other Contracts") with employee benefit plans and/or their sponsors and the sponsors of 529 Plans for the provision of certain services to participants of 529 Plans and Retirement Plans. Compensation paid to Price S ervices 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 thencurrent prospectus and policies and procedures adopted by Price Services. Price Services will implement and maintain systems necessary to perform such services.

2.Agreements with Intermediaries. The Fund authorizes Price Services to enter into agreements with certain third party inter mediaries, which include but are not limited to banks, broker-dealers, insurance companies and retirement plan recordkeepers ("Intermediary"), for the following purposes:

Orders. To receive orders for Fund shares from Shareholders (including Plan Participants) and transmit such orders to Price Services in accordance with procedures established by agreement between Price Services and the Intermediary. 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

6


omnibus accounts for purposes of compliance with Rule 22c-2 of the `40 Act ("Shareholder Information Agreements"). Price Services will 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 Service s as having violated the policy.

Redemption Fees. To require the Intermediary to collect and remit redemption fees for applicable Funds. Price Services may enter into Redemption Fee Agreements with Intermediaries holding omnibus accounts in Funds that assess redemption fees, whereby the Intermediary agrees to assess the fees in 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. Price Services may enforce the terms of the Shareholder Information Agreements to determine whether the Intermediary has acted in accordance with the Redemption Fee Agreement.


Administrative Fee Payments. To pay Administrative Fee Payments to Intermediaries or Plans performing administrative (transfer agent) services on behalf of the Fund. The Funds have instituted a program whereby they may, in their discretion, pay an Intermediary or a Plan a fee to compensate the third pa rty 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. Price Services shall, maintain policies and procedures, and related internal controls, whi ch 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

8


responsibilities under the Fund`s AML Program, including rejecting purchases, freezing Shareholder accounts, restricting certain services, or closing Shareholder accounts if (a) suspicious activity is detected, (b) it is unable to verify the identity of a Shareholder, or (c) a Shareholder matches a government list of known or suspected suspicious persons.

C.
Fees and Expenses.

For the services performed on Schedule 1 of this Agreement, the Funds shall pay such fees and expenses as mutually agreed upon by the parties.

D.
Representations and Warranties of Price 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 proc eedings 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 xd4 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 xd4 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.

10


2.The Fund shall indemnify and hold Price Services harmless from and against all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by Price Services resulting from: (i) any action or omission by Price Services or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Services acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Services acting upon information provided by the Fund in form and under policies agreed to by Price Services and the Fund. Price Services shall not be entitled to such ind emnification 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. Th e 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 e ither 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

12


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 S ervices 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 B oard 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 ByLaws of the Fund;

Certified copies of each vote of the Board of Directors/Trustees authorizing officers to give instructions to the Transfer Agent;

Such other documents or opinions which Price Services, in its discretion, may reasonably deem necessary or appropriate in the proper performance of its duties; and

Copies of new prospectuses issued.

Price Services hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of stock certificates, check forms and facsimile

14


signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, 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 RPS 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 xd4 34 Act, the xd4 33 Act, and any other laws, rules and regulations of governmental authorities having jurisdiction over the Fund. < font style="font-size:12.0pt;" face="Times New Roman" color="Black">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.

< div style="text-align:Left;margin-left:0.0";margin-right:0.0";text-indent:0.0";width:100%">

16


M.
As Of Transactions

For purposes of this Article M, the term "As Of Transaction" sh all 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 Transa ctions. 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 ("Relate d 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 365day basis. The monthly and rolling 365day 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 aggregate dilution and loss ("Loss") or


gain and negative dilution ("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 Loss to the Fund of $100,000 or more (unless Price Services fully compensates the Fund for such Loss), promptly 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 that 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 Service s, in consultation with counsel to the Fund, will make appropriate inquiry to determine whether it should take any remedial action. Price Services will report to the Board of Directors/Trustees of the Fund ("Board") any action it has taken.

2.Where a Transaction causes 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, it will review with Counsel to the Fund the circumstances surrounding the underlying As Of Transaction to determine whethe r

18


the 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 equal to or greater than $25,000 will be reported to the Audit Committee at least annually (unless Price Services compensates the Fund for the Loss). 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 promptly reported to the Board. 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 for 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 Loss 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 absolute and relative volume of all transactions processed by Price Services on the day of the Significant As Of Transaction;

The n umber 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 Price Funds;

The prior response of Price Services to recommendations made by the Funds regarding improvement to Price Services` As Of Processing procedures.

3.In determining Price Services` liability with respect to a Significant 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, which is designated by the Fund to received orders for Fund Shares, Price Services shall cause such Intermediary to promptly reimburse the Fund for any Loss cau sed 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.

N.
Term and Termination of Agreement

< /b>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.

20


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 outofpocket 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 as signed 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.

< td style="">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

22


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 Pr ice 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


T. ROWE PRICE SERVICES, INC.


T. ROWE PRICE FUNDS

By: /s/Wayne O`Melia
Title: President
By: /s/Gregory Hinkle
Title: Treasurer

24


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

< div style="margin-left:0.0";margin-right:0.0";text-indent:0.0";width:100%">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< /b>
Accounts

Performing Shareholder Services for High Net Worth Shareholders

Collecting and Remitting Shareholder/Participant Fees

Distributing and Tabulating Fund Proxies

Calculating and Paying Administrative Fee 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
< p>

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
Program

Performing Bank Reconciliation Process

Developing and implementing policies and procedures to com ply with new
regulations, as applicable

Performing Such Other Services as Mutually Agreed Upon by Both Parties

26


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 TAXFREE INCOME TRUST
California Tax< /font>Free Bond Fund
California TaxFree Money Fund

T. ROWE PRICE CAPITAL APPRECIATION FUND
T. Rowe Price Capital Appreciation Fund--A dvisor 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 PRI CE 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 Portfol io-II
T. Rowe Price Equity Index 500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Health Sciences Portfolio-II
T. Rowe Price MidCap 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 LimitedTerm Bond Portfolio
T. Rowe Price Limited-Term Bond Portfolio--II
T. Rowe Price Prime Reserve Portfolio

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 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 INSTITUTION AL EQUITY FUNDS, INC.
T. Rowe Price Institutional Large-Cap Core Growth Fund
T. Rowe Price Institutional LargeCap Growth Fund
T. Rowe Price Institutional LargeCap Value Fund
< /font>T. Rowe Price Institutional MidCap Equity Growth Fund
T. Rowe Price Institutional SmallCap Stock Fund
T. Rowe Price Institutional U.S. Structured Research Fund

< p>

28


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 Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Infrastructure Fund
T. Rowe Price Global Infrastructure FundAdvisor 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 FU ND, 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 MIDCAP GROWTH FUND, INC.
T. Rowe Price MidCap Growth Fund--Advisor Class
T. Rowe Price Mid-Cap Growth Fund--R Class

T. ROWE PRICE MIDCAP VALUE FUND, INC.
T. Rowe Price Mid-Cap Value Fund--Advisor Class
T. Rowe Price Mid-Cap Value Fund--R Class

T. ROWE PRICE NEW AMERICA GROWTH FUND
T. Rowe Price New America Growth Fund--Advisor Class

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONS FUND, INC.

T. R OWE PRICE NEW INCOME FUND, INC.
T. Rowe Price New Income Fund--Advisor Class
T. Rowe Price New Income Fund--R Class

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.
T. Rowe Price Real Estate Fund--Advisor Class

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T. Rowe Price Reserve Investment Fund
T. Rowe Price Government Reserve Investment Fund

30


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 Pri ce 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 SHORTTERM BOND FUND, INC.
T. Rowe Price Short-Term Bond Fund--Advisor Class


T. ROWE PRICE SHORT-TERM INCOME FUND, INC

T. ROWE PRICE SMALLCAP STOCK FUND, INC.
T. Rowe Price SmallCap Stock Fund--Advisor Class

T. ROWE PRICE SMALLCAP VALUE FUND, INC.
T. Rowe Price SmallCap Value Fund--Advisor Class

T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund

T. ROWE PRICE STATE TAXFREE INCOME TRUST
Georgia TaxFree Bond Fund
Maryland ShortTerm TaxFree Bond Fund
Maryland TaxFree Bond Fund
Maryland TaxFree Money Fund
New Jersey TaxFree Bond Fund
New York TaxFree Bond Fund
New York TaxFree Money Fund
Virginia TaxFree 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 Intermediate Fund
T. Rowe Price Summit Municipal Money Market Fund

T. ROWE PRICE TAXEFFICIENT FUNDS, INC.
T. Rowe Price TaxEfficient Equity Fund

T. ROWE PRICE TAXEXEMPT MONEY FUND, INC.

T. ROWE PRICE TAXFREE HIGH YIELD FUND, INC.

32


T. ROWE PRICE TAXFREE INCOME FUND, INC.
T. Rowe Price Tax-Free Income Fund--Advisor Class

T. ROWE PRICE TAXFREE SHORT-INT ERMEDIATE 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. Large-Cap Core FundAdvisor Class

T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury LongTerm Fund
U.S. Treas ury Money Fund

T. ROWE PRICE VALUE FUND, INC.
T. Rowe Price Value Fund--Advisor Class


EX-99.J OTHER OPININ 8 poa2010.htm
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 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 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 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 F UND, 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.
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 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 hereb y 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 fi led 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. B ernard
Edward C. Bernard


Chairman of the Board (Principal Executive Officer)
Director/Trustee


April 29, 2010

/s/Gregory K. Hinkle
Gregory K. Hinkle


Treasurer (Principal Financial Officer)


April 29, 2010


/s/William R. Brody
William R. Brody


Director/Trustee


April 29, 2010


/s/Jeremiah E. Casey
Jeremiah E. Casey


Director/Trustee


April 29, 2010


/s/Anthony W. Deering
Anthony W. Deering


Director/Trustee


April 29, 2010


/s/Donald W. Dick, Jr.
Donald W. Dick, Jr.


Director/Trustee


April 29, 2010


/s/Karen N. Horn
Karen N. Horn


Director/Trustee


April 29, 2010


/s/Theo C. Rodgers
Theo C. Rodgers


Director/Trustee


April 29, 2010


/s/John G. Schreiber
John G. Schreiber


Director/Trustee


April 29, 2010


/s/Mark R. Tercek
Mark R. Tercek


Director/Trustee


April 29, 2010

TRPPRODEDGAgreementsPower of AttorneyPOA2010.fm

Power of Attorney
Page 2


(Signatures Continued)

Power of Attorney
Page 3

TRPPRODEDGAgreementsPower of AttorneyPOA2010.fm


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 HIGH YIELD FUND, INC.
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, 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 SHORT-TERM INCOME 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 INCOME FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD 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.



/s/Michael C. Gitlin
Michael C. Gitlin


April 29, 2010

(Signatures Continued)

TRPPRODEDGAgreementsPower of AttorneyPOA2010.fm

Power of Attorney
Page 4


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.< br>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 29, 2010

(Signatures Continued)

Power of Attorney
Page 5

TRPPRODEDGAgreementsPower of AttorneyPOA2010.fm


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 PPRICE EQUITY SERIES, INC.
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 29, 2010

(Signatures Continued)

TRPPRODEDGAgreementsPower of AttorneyPOA2010.fm

Power of Attorney
Page 6


ATTEST:

/s/Patricia B. Lippert
Patricia B. Lippert, Secretary

Power of Attorney
Page 7

TRPPRODEDGAgreementsPower of AttorneyPOA2010.fm


EX-99.J OTHER OPININ 9 bcgconsent.htm
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 February 25, 2010, relating to the financial statements and financial highlights which appear in the December 31, 2009 Annual Report to Shareholders of T. Rowe Price Blue Chip Growth 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" and "Fund Service Providers" in such Registration Statement.

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Baltimore, MD
April 28, 2010


EX-99.J OTHER OPININ 10 bcgopinion.htm
April 27, 2010

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re: T. Rowe Price Blue Chip Growth Fund, Inc.
File Nos. 033-49581/811-7059
Post-Effective Amendment No. 22

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/Anthony A. Vertuno
Anthony A. Vertuno


EX-99.J OTHER OPININ 11 bcgspanish.htm
CERTIFICATE OF VICE PRESIDENT
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
Pursuant to Rule 306 of Regulation S-T

I, the undersigned, David Oestreicher, Vice President of T. Rowe Price Blue Chip Growth Fund, Inc. (the "Fund"), do hereby certify that the prospectus for the Fund has been translated into the Spanish language. The Spanish version of the prospectus constitutes a full and complete representation of the English version which has been filed as a part of this Registration Statement. A copy of the Spanish version will be available for inspection upon request.

WITNESS my hand and the seal of the Fund this April 29, 2010.

T. Rowe Price Blue Chip Growth Fund, Inc.

/s/David Oestreicher
(Seal)___________________________________
David Oestreicher, Vice President


EX-99.P CODE ETH 12 codeofethicsmarch2009-final.htm
Effective March 13, 2009

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< /font>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 TRPA, the Chairperson of the Ethics Committee (U.S.-based personnel), the

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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 iss ue 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 an d 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 whet her 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, base d 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 a vailable 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 < /font>and have modified reporting requirements, as described below);

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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 Advise rs.

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. Al l 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, as defined below; 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, thr ough 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

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and/or reporting requirements, you should submit a written request for clarification or interpretation to either the Code Compliance Section 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 Runnin g (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 ar e 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 in writing on the form entitled "Notification of Proposed


Transaction" (available on the firm`s Intranet under Services and Policies/Services/Employee Transactions-TRPG Stock) and must be submitted to the Payroll and Stock Transaction Group, BA-0372 or faxed to 410-345-6500. 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 o f 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 Publicly-Traded Price Group Options. Transactions in publicly-traded options on Price Group stock are not permitted.

Prohibition Regarding Short Sales of Price Group Stock. Short sales of Price Group stock are not permitted.

Applicability of 60-Day Rule to Price Group Stock Transactions. Transactions in Price Group stock are subject to the 60-Day Rule except for transactions effected through the ESPP, the exercise of employee stock options granted by Price Group and 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. 5-27.

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 10 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

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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 (3) 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, nonpublic information concerning the firm. If < /font>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 ShortSwing Profits. Under the United States securities laws, profit realized by certain officers, as well as directors and 10% stockholders of a company (including Price Group) as a result of a purchase and sale (or sale and purchase) of stock of the company within a period of less than six months must be returned to the firm or its designated payee upon request.

Office of Thri ft Supervision ("OTS") Reporting. TRPA and Price Group are holding companies of the Savings Bank, which is regulated by the OTS. OTS regulations require the directors and senior officers of TRPA and Price Group to file reports regarding their personal holdings of the stock of Price Group and of the stock of any non-affiliated bank, savings bank, bank holding company, or savings and loan holding company. Although the Bank's Compliance Officer will provide assistance in complying with these requirements as an accommodation, it remains the responsibility of each person to ensure that the required reports are filed in a timely manner.

PRIOR 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 Pl an 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< /i> 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

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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 received 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. 5-11).

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 Ac cess Persons must also receive prior transaction clearance for such a transaction if the transaction would otherwise require prior transaction clearance.

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, howe ver, must receive prior clearance.

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.


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:

Diamond Trust Series I ( "DIA")

SPDR Trust Series I ("SPY")

NASDAQ-100 Index Tracking Stock ("QQQQ")

Ishares MSCI EAFE Index Fund ("EFA")

Ishares Trust S&P 500 Index ("IVV")

Ishares Trust Russell 2000 ("IWM")

Ishares MSCI Emerging Market Index ("EEM")

Transactions by Access Persons in all other ETFs must receive prior clearance and these transactions must be reported by both Access Persons an d 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.

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 right s so received.

Mandatory Tenders. Purchases and sales of securities pursuant to a mandatory tender offer.

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.

Inheritances. The acquisition of securities through inheritance.

Gifts. The giving of or receipt of a security as a gift.

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

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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 During Account Transfer. Partial shares held in an account that are sold when the account is transferred to another broker/dealer or to a new owner.

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 Fund s. 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 and SICAVs, but also any fund managed by any of the Price Advisers 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. Group 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 Perso ns 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 othe r 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 mu st 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

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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 determi ned 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, h e 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. 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

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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 iTrade on the firm`s intranet. The iTrade system automatically sends any request for prior transaction approval that requires manual intervention to the Equity Trading Department. If you cannot access iTrade, requests may be made orally, in writing, or by electronic mail (email address "Personal Trades" in the electronic mail address book). Obtaining clearance by electronic mail if you cannot access iTrade is strongly encouraged. 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 iTrade or the Equity Trading Department, documenting the request and whether or not prior transaction clearance has been granted. The Examiner system maintains the record of all approval and denials, whether automatic or manual.

Requests wil l 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 (3) 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 grant ed, 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 10 business days of your knowledge of their existence.

REASONS FOR DISALLOWING ANY PROPOSED TRANSACTION. Prior transaction clearance will usually not be granted for a proposed transaction by the Trading Department, either directly or by iTrade, and/or by the Chairperson of the Ethics Committee or by the TRP International Compliance Team 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 below under "Large Issuer/Volume Transactions" are met.

Purchases and Sales Within Seven (7) Calendar Days. The security has been purchased or sold by any client of a Price Adviser within seven calendar days immediately prior to the date of the proposed transaction, unless certain size or volume parameters as described below 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 secu rity 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 sevenday restriction is not applicable to an Access Person`s transactions in that security.

Approved Company Rating Changes. A change in the rating of an approved company as reported in the firm`s Daily Research News has occurred within seven (7) calendar days immediately prior to the date of the proposed transaction. Accordingly, trading would not be permitted until the eighth (8) calendar day.

Securities Subject to Internal Trading Restrictions. The security is limited or restricted by any of the Price Advisers as to purchase or sale by Access Persons.

If for any reason an Access Person has not received a requested prior transaction clearance for a proposed securities transaction, he or she must not communicate this information to another person and must not cause any other person to enter into such a transaction.

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 de scribe 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;

< div style="margin-left:0.0";margin-right:0.0";text-indent:0.0";width:100%">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;

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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 brokerdealers, 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.

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 give notice by email to the Code Compliance section (email address "Legal Compliance Employee Trading") before opening a securities account with, or as soon as the person or entity subject to this Statement knows of the existence of an account with, any broker, dealer, investment adviser, bank, or other financial institution, including TRP Brokerage.

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 10 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 fol lowing 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 "T. Rowe Price Employee`s Report of Securities Transactions," which is available on the firm`s Intranet under the Tools menu 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:

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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

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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 Sectio n 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 (10) 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.

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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 or control (e.g., transactions in an account managed by an investment professional pursuant to a discretionary agreement and where the independent director does not participate in the investment decisions).

Transactions in Non-Publicly Traded Securities. An independent director does not have to report transactions in securities which are not traded on an e xchange or listed on NASDAQ (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 continue to report in

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the normal way (i.e., Quarterly Reports) 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 Option of 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 inde pendent 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 xba 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, or is informed of the investment transactions of that entity, 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 and is not informed of the investment transactions of such entity, 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 listed on NASDAQ or the purchase or sale has otherwise been approved by the Price Fund Boards.

Restrictions on Client Investment Partnerships.

Co-Investing. An independent director of the Price Funds is not permitted to co-invest in client investment partnerships of Price Group or its affiliates, such as Strategic Partners, Threshold, and Recovery.

Direct Investment. An independent director of the Price Funds is not permitted to invest as a limited partner in client investment partnerships of Price Group or its affiliates.

Dealing with Clients. Aside from market transactions effected through securities exchanges or via NASDAQ, an independent director of the Price Funds may not, directly or indirectly, sell to or purchase from a client any security. 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 PRIC E 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 trans actions. 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.

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Reporting of Significant Ownership.

Issuers (Other than Non-Public Investment Partnerships, Pools or Funds). If an independent director of Price Group owns more than 1/2 of 1% of the total outstanding shares of a public or private issuer (other than a non-publi c 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 Price Group owns more than xba 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, or is informed of the investment transactions of that entity, 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 and is not informed of the investment transactions of such entity, 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.

< font style="font-size:12.0pt;" face="Times New Roman" color="Black">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.

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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. $30,000 (all amounts are in U.S. dollars) or the nearest round lot (even if the amount of the transaction marginally exceeds $30,000) per security per seven (7) calendar day period in securities of:

issuers with market capitalizations of $5 billion or more, or

U.S. issuers with an average daily trading volume in excess of 500,000 shares over the preceding 90 calendar days

are usually permitted, unless the rating on the security as reported in the firm`s Daily Research News has been changed to a 1 or a 5 within the seven (7) calendar days immediately prior to the date of the proposed transaction.

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 (7) 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 below. Otherwise, in the case of options on an individual security on the Large Issuer/Volume List (if it has not had a prohibited rating change), an Access Person may trade the greater of 5 contracts or sufficient option contracts to control $30,000 in the underlying security; thus an Access Person may trade 5 contracts even if this permits the Access Person to control more than $30,000 in the underlying security. Similarly, the Access Person may trade more than 5 contracts as long as the number of contracts does not permit him or her to control more than $30,000 in the underlying security.

Transactions Involving Exchange-Traded Index Options. Generally, an Access Person may trade the greater of 5 contracts or sufficient contracts to control $30,000 in the underlying securities; thus an Access Person may trade 5 contracts even if this permits the Access Person to control more than $30,000 in the underlying securities. Si milarly, the Access Person may trade more than 5 contracts as long as the number of contracts does not


permit him or her to control more than $30,000 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. 5-7. Please consult the specific discussion on Exchange Traded Index Options above 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

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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 th ose 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 s ale 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 < /font>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. 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, 2003 and another 100 shares of XYZ stock on November 27, 2007, he or she may not sell any shares of XYZ stock at a profit for 60 days following November 27, 2007.

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.

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 distributio ns; see pp. 5-9; 5-10; 5-11);

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 Global Services Limited may be

30


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. 5-14).

REPORTING OF ONE HALF OF ONE PERCENT OWNERSHIP. If an employee owns more than 1/2 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, 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 in writing all current securities holdings in which he or she is considered to have beneficial ownership or control ("Securities 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.

The form to provide the Securities Holdings Report will be provided upon commencement of employment, appointment, promotion, or designation as an Access Person, and should be submitted to the Code Compliance Section. It is sent by email from the Access Persons mailbox.

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 < /div>


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 a "Personal Securities Report," consisting of a Statement of Personal Securities Holdings and a Securities Account Verification Form Report, on an annual basis. The Personal Securities Report must be as of year end and must be filed with the firm by the date it specifies. The Chief Compliance Officer or his or her designee reviews all Personal Securities 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 Securities 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 Securities Holdings Report within thirty (30) 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 surrender to Price

32


Group, or to the party or parties it may designate, any profit realized from any transaction that is in violation of this Statement. All material violations of this Statement shall be reported to the Board of Directors of Price Group and to the Board of Directors of any Price Fund with respect to whose securities such violations may have been involved.

Violations by Independent Directors of Price Funds. Upon discovering a material violation of this Statement by an independent director of a Price Fund, the Ethics Committee shall report such violation to the Board on which the director serves. The Price Fund Board will impose such sanctions as it deems appropriate.

March, 2009


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