PAGE
1
Registration Nos. 002-65539/811-2958
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N
1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
/X/
<R>
Post
Effective Amendment No.
9
8
/X/
</R>
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
/X/
<R>
Amendment No.
8
1
/X/
</R>
T. Rowe Price International Funds, Inc.
Exact Name of Registrant as Specified in Charter
100 East Pratt Street, Baltimore, Maryland 21202
Address of Principal Executive Offices
410
345
2000
Registrant`s Telephone Number, Including Area Code
Henry H. Hopkins
100 East Pratt Street, Baltimore, Maryland 21202
Name and Address of Agent for Service
Approximate Date of Proposed Public Offering
December
27, 2006
It is proposed that this filing will become effective (check appropriate box):
/ /
Immediately upon filing pursuant to paragraph (b)
<R>
/
/
On
(date)
pursuant to paragraph (b)
</R>
/X /
60 days after filing pursuant to paragraph (a)(1)
/ /
On (date) pursuant to paragraph (a)(1)
<R>
/
/
75 days after filing pursuant to paragraph (a)(2)
</R>
/ /
On
(date)
pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
/ /
This post
effective amendment designates a new effective date for a previously filed
post
effective amendment.
Prospectus
December 29, 2006
T.
Rowe Price
International Funds
Equity Portfolios
A choice of global, international, and regional stock funds for investors seeking long-term capital
growth by diversifying beyond U.S. borders.
With respect to:
Overseas Stock
Fund
SUBJECT TO COMPLETION
Information contained herein is subject to completion or amendment. A Registration Statement relating to these
securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the Registration Statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state
in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities
laws of any such state.
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
1
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About the Funds
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Objective, Strategy, Risks, and Expenses
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1
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Other Information About the Funds
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17
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2
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Information About
Accounts in T.
Rowe
Price Funds
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Pricing Shares and Receiving
Sale Proceeds
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19
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Useful Information on Distributions
and Taxes
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24
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Transaction Procedures and
Special Requirements
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30
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Account Maintenance and Small
Account Fees
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33
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3
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More About the Funds
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Organization and Management
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35
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Understanding Performance Information
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39
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Investment Policies and Practices
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39
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Disclosure of Fund Portfolio Information
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45
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Financial Highlights
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45
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4
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Investing With T. Rowe
Price
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Account Requirements
and Transaction Information
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56
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Opening a New Account
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57
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Purchasing Additional Shares
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59
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Exchanging and Redeeming Shares
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60
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Rights Reserved by the Funds
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62
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Information About Your Services
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63
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T.
Rowe Price Brokerage
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65
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Investment Information
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66
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T.
Rowe Price Privacy Policy
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67
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T.
Rowe Price International Funds, Inc.
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
<R>
T.
Rowe Price International,
Inc. managed $3
4
.
7
billion in
foreign stocks and bonds as of
September 30, 2006
, through
its offices in Baltimore, London,
Singapore, Hong Kong, and
Buenos Aires.
</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
5
About the Funds 1
objective, strategy, risks, and expenses
What are
each fund`s objectives
and principal investment strategies?
Worldwide funds:
Emerging Markets Stock Fund
Objective:
:
The fund seeks long-term growth of capital through investments primarily in the common stocks of
companies located
(
or with primary operations
)
in emerging markets.
Strategy:
:
T
he fund expects to
make substantially all of its investments (normally at least 80% of net assets) in
emerging markets in Latin America, Asia, Europe, Africa, and the Middle East. Stock selection reflects a growth
style.
An emerging market includes any country defined as emerging or developing by the International Bank for
Reconstruction and Development (World Bank), the International Finance Corporation, or the United Nations.
Countries in which the fund may invest are listed below and others will be added as opportunities develop:
Asia:
China, Hong Kong, India, Indonesia,
Malaysia, Pakistan, Philippines, Singapore,
South Korea,
Sri Lanka,
Taiwan, Thailand, and Vietnam.
Latin America:
Argentina, Belize, Brazil, Chile, Colombia, Mexico, Panama, Peru, and Venezuela.
Europe:
Croatia, Czech Republic, Estonia, Greece, Hungary,
Kazakhstan,
Latvia, Lithuania, Poland, Romania,
Russia, Slovakia, Slovenia,
Turkey
, and Ukraine
.
Africa and the Middle East:
Botswana, Egypt, Israel, Jordan, Mauritius, Morocco, Nigeria, South Africa, Tunisia,
and Zimbabwe.
Global Stock Fund
Objective:
:
The fund seeks long-term growth of capital through investments primarily in the common stocks of
established companies throughout the world, including the U.S.
Strategy:
:
We will diversify broadly by investing in a variety of industries in developed and, to a lesser extent,
emerging markets. Normally, the fund will invest in at least five countries, one of which will be the U.S. Stock
selection reflects a growth style.
While we can purchase stocks without regard to a company`s market
capitalization (shares outstanding multiplied by share price), investments will generally be in large and, to a
lesser extent, medium-sized companies. The percentage of assets invested in U.S. and foreign stocks
will
normally be at least 80% of net assets
and
will vary over time according to the manager`s outlook.
International Discovery Fund
Objective:
The fund seeks long-term growth of capital through investments primarily in the common stocks of
rapidly growing, small
-
to medium-sized companies outside the U.S.
Strategy:
The fund
expect
s
to invest substantially all of
its
assets outside the U.S. and to diversify broadly among
developed and emerging countries throughout the world. Stock selection reflects a growth style.
The fund will
emphasize small
-
to medium-sized companies. Depending on conditions, the fund`s portfolio should be com
posed of at least 10 countries and 100 different companies.
Normally, at least 80% of the fund`s net assets will be
invested in stocks.
International Growth & Income Fund
Objective:
:
The fund seeks long-term growth of capital and reasonable income through investments primarily in
the common stocks of well-established, dividend-paying
,
non-U.S. companies.
Strategy:
:
We expect to invest substantially all of the fund`s assets outside the U.S. and to diversify broadly,
primarily among the world`s developed countries. The fund will invest primarily (at least 65% of total assets) in
the stocks of
large
,
dividend-paying
,
well-established companies that have favorable prospects for capital
appreciation, as determined by
T.
Rowe Price International
, Inc
. (
T.
Rowe Price International
)
. Investments in
emerging markets will be modest and limited to more mature developing countries.
Our investing style is value-
oriented, although we also look for earnings growth potential and catalysts for value to be realized. Country and
sector allocations are driven both by stock selection and our assessment of top-down, fundamental prospects.
International Stock Fund
Objective:
:
The fund seeks long-term growth of capital through investments primarily in the common stocks of
established, non-U.S. companies.
Strategy:
:
The fund
expect
s
to invest substantially all of
its
assets
in stocks
outside the U.S. and to diversify broadly
among developed and emerging countries throughout the world. Stock selection reflects a growth style. We may
purchase the stocks of companies of any size, but our focus will typically be on large and, to a lesser extent,
medium-sized companies.
Normally, at least 80% of the fund`s net assets will be invested in stocks.
Overseas Stock
Fund
Objective:
The fund seeks long-term growth of capital through investments in the common stocks of non-U.S.
companies.
<R>
Strategy:
The fund expects to invest substantially all of its assets outside the U.S. and to diversify broadly among
developed and, to a lesser extent, emerging countries throughout the world. Country and sector allocation is pri
marily the result of stock selection, although circumstances of a particular country or sector can affect allocation.
The fund will invest primarily (at least 65% of total assets) in the stocks of large companies that have attractive
prospects for capital appreciation, as determined by T. Rowe Price International. The fund seeks to select stocks
with a favorable combination of company fundamentals and valuation.
We generally favor companies with one
or more of the following characteristics:
attractive business niche, technological leadership or proprietary advan
tages, seasoned management, healthy balance sheet, and potential to grow dividends or conduct share repur
chases. Normally, at least 80% of the fund
`
s net assets will be invested in
non-U.S.
stocks.
</R>
Regional or country funds:
Emerging Europe & Mediterranean Fund
Objective:
The fund seeks long-term growth of capital through investments primarily in the common stocks of
companies in the emerging market countries of Europe and the Mediterranean region.
Strategy:
The fund expects to make substantially all of its investments (normally at least 80% of net assets)
in the
emerging markets of Europe, including Eastern Europe and the former Soviet Union, and the Mediterranean
region, including the Middle East and North Africa.
The fund may invest in common stocks in the countries
listed below, as well as others as their markets develop:
Primary Emphasis:
Croatia, Czech Republic, Egypt, Estonia, Greece, Hungary, Israel, Poland, Russia, and Turkey.
Others:
Bulgaria, Jordan,
Kazakhstan,
Latvia, Lebanon, Lithuania, Morocco, Romania, Slovakia, Slovenia,
Tuni
sia
, and Ukraine
.
The fund
may purchase the stocks of companies of any size, but our focus will typically be on
the
large
r
and, to a
lesser extent, medium-sized companies
in the region
s
. The fund seeks to take advantage of opportunities arising
from such trends as privatization, the reduction of trade barriers, and progress toward Economic and Monetary
Union in Europe. The fund is registered as "nondiversified," meaning it may invest a greater portion of assets in a
single company and own more of the company`s voting securities than is permissible for a "diversified" fund.
Stock selection reflects a growth style.
European Stock Fund
Objective:
The fund seeks long-term growth of capital through investments primarily in the common stocks of
European companies. Current income is a secondary objective.
Strategy:
Normally, at least five countries will be represented in the portfolio. The fund expects to
make
substan
tially all of its
investments (normally at least 80% of net assets)
in
stocks of companies located in
the countries
listed below, as well as others as their markets develop:
Primary Emphasis:
Austria, Denmark, Finland, France, Germany, Ireland, Italy, Luxembourg, Netherlands,
Norway, Portugal, Spain, Sweden, Switzerland, and United Kingdom.
Others:
Belgium, Czech Republic,
Estonia,
Greece, Hungary, Israel,
Kazakhstan,
Poland,
Russia,
and Turkey.
Stock selection reflects a growth style.
We also seek to take advantage of opportunities arising from such trends
as privatization, the reduction of trade barriers, progress toward
E
conomic and
M
onetary
U
nion, and the
potential growth of the emerging economies of Eastern Europe.
PAGE
7
Japan Fund
Objective:
The fund seeks long-term growth of capital through investments in common stocks of companies
located (or with primary operations) in Japan.
Strategy:
T
he fund expects to
make
substantially all of its
investment
s
(normally at least 80% of net assets)
across
a wide range of Japanese industries and companies. Stock selection reflects a growth style.
Note:
For special pricing and transaction information about the Japan Fund, please see Pricing Shares and
Receiving Sale Proceeds in Section 2.
Latin America Fund
Objective:
The fund seeks long-term growth of capital through investments primarily in the common stocks of
companies located (or with primary operations) in Latin America.
Strategy:
T
he fund expects to make substantially all of its investments (normally at least 80% of net assets)
in
Latin American companies. At least four countries should be represented at any time. Investments may be made
in the countries below, as well as others as their markets develop:
Primary Emphasis:
Argentina, Brazil, Chile, Mexico, Peru, and Venezuela.
Others:
Belize, Colombia, Ecuador, and Guatemala.
Stock selection reflects a growth style.
We may make substantial investments (at times more than 25% of total
assets) in the telephone companies of various Latin American countries. These utilities play a critical role in a
country`s economic development. The fund is registered as "nondiversified," meaning it may invest a greater
portion of assets in a single company and own more of the company`s voting securities than is permissible for a
"diversified" fund.
New Asia Fund
Objective:
The fund seeks long-term growth of capital through investments in companies located (or with pri
mary operations) in Asia (excluding Japan).
Strategy:
The fund expects to make substantially all of its investments (normally at least 80% of net assets)
in the
countries listed below, as well as others as their markets develop:
Primary Emphasis:
China, Hong Kong, India, Indonesia, Malaysia, Philippines, Singapore, South Korea, Taiwan,
and Thailand.
Others:
Pakistan and Vietnam.
Stock selection reflects a growth style.
The fund is registered as "nondiversified," meaning it may invest a greater
portion of assets in a single company and own more of the company`s voting securities than is permissible for a
"diversified" fund.
All funds (excluding International Growth & Income
and Overseas Stock
Fund
s
):
The funds use a growth investing approach in their individual investment strategies.
Growth Investing
T.
Rowe Price International
employs in-depth fundamental research in an effort to identify companies capable of
achieving and sustaining above-average, long-term earnings growth. We seek to purchase such stocks at reason
able prices in relation to present or anticipated earnings, cash flow, or book value, and valuation factors often
influence our allocations among large-, mid-, or small-cap shares.
While we invest with an awareness of the global economic backdrop and our outlook for
industry sectors and
individual countries, bottom-up stock selection is the focus of our decision-making. Country allocation is driven
largely by stock selection, though we may limit investments in markets that appear to have poor overall pros
pects.
In selecting stocks, we generally favor companies with one or more of the following characteristics:
leading market position;
attractive business niche;
strong franchise or monopoly;
technological leadership or proprietary advantages;
seasoned management;
earnings growth and cash flow sufficient to support growing dividends; and
healthy balance sheet with relatively low debt.
All funds
Table 1
International Funds Comparison Guide
Fund
|
Geographic
focus
|
Company
emphasis
|
Expected risk
relative to
one another
|
|
|
|
|
|
|
Emerging Europe &
Mediterranean
|
Europe and the
Mediterranean region
|
All sizes
|
Highest
|
|
Emerging Markets Stock
|
Worldwide
(excluding U.S.)
|
All sizes
|
Highest
|
|
European Stock
|
Europe
(including Eastern Europe)
|
All sizes
|
Moderate
|
|
Global Stock
|
Worldwide
(including U.S.)
|
Large,
well established
|
Lower
|
|
International Discovery
|
Worldwide
(excluding U.S.)
|
Small
-
to
medium-sized
|
Higher
|
|
International Growth & Income
|
Worldwide
(excluding U.S.)
|
Large,
well established
|
Moderate
|
|
International Stock
|
Worldwide
(excluding U.S.)
|
Large,
well established
|
Moderate
|
|
Japan
|
Japan
|
All sizes
|
Higher
|
|
Latin America
|
Latin America
|
All sizes
|
Highest
|
|
New Asia
|
Far East and Pacific Basin
(excluding Japan)
|
All sizes
|
Highest
|
|
Overseas Stock
|
Worldwide
(excluding U.S.)
|
Large,
well established
|
Moderate
|
|
In addition to their investments in common stocks (which will normally
compose
80% of fund net assets), t
he
funds may also purchase other securities, including futures and options, in keeping with each fund`s objectives.
Each fund may sell securities for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into
more promising opportunities.
Certain i
nvestment restrictions, such as a required minimum or maximum investment in a particular type of
security, are measured at the time each fund purchases a security. The status, market value, maturity, credit qual
ity, or other characteristics of each fund`s securities may change after they are purchased, and this may cause the
amount of each 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.
However, purchases by the fund during the time it is above or below the stated percentage
restriction would be made in compliance with applicable restrictions.
What are the main risks of investing in the funds?
The risk profile of the funds varies with the investment style they pursue, their geographic focus, and whether
they invest in developed markets, emerging markets, or both. Even investments in countries with highly devel
oped economies are subject to significant risks.
Funds that invest overseas generally carry more risk than funds that invest strictly in U.S. assets. Some particular
risks affecting these funds include the following:
Currency risk
This refers to a decline in the value of a foreign currency versus the U.S. dollar, which reduces the
dollar value of securities denominated in that currency. The overall impact on a fund`s holdings can be signifi
cant, unpredictable, and long
-
lasting
,
depending on the currencies represented in the portfolio and how each
one appreciates or depreciates in relation to the U.S. dollar and whether currency positions are hedged. Under
normal conditions, the funds do not engage in extensive foreign currency hedging programs. Further, exchange
rate movements are volatile
,
and it is not possible to effectively hedge the currency risks of many developing
countries.
PAGE
9
Geographic risk
(Japan and regional funds)
Funds that are less diversified across geographic regions, countries,
industries, or individual companies are generally riskier than more diversified funds.
F
or example, investors in
the Japan Fund are fully exposed to that country`s economic cycles, stock market valuations, and currency
exchange rates, which could increase its risks compared with a more diversified fund.
The economies and finan
cial markets of certain regions
such as Latin America, Asia, and Europe and the Mediterranean region
can be
interdependent and may
all
decline
at the same time.
Emerging market risk
(Emerging Europe & Mediterranean, Emerging Markets Stock, Latin America, New Asia; other
funds to a lesser degree, except Japan)
Investments in emerging markets are subject to abrupt and severe price
declines. The economic and political structures of developing nations, in most cases, do not compare favorably
with the U.S. or other developed countries in terms of wealth and stability, and their financial markets often lack
liquidity. These economies are less well developed and can be overly reliant on particular industries and more
vulnerable to the ebb and flow of international trade, trade barriers, and other protectionist or retaliatory mea
sures. Certain countries have legacies
and
/or
periodic episodes
of hyperinflation and currency devaluations
. Gov
ernments in many emerging market countries participate to a significant degree in their economies and securities
markets. Investments in countries or regions that have recently begun moving away from central planning and
state-owned industries toward free markets should be regarded as speculative. While some countries have made
progress in economic growth, liberalization, fiscal discipline, and political and social stability, there is no assur
ance these trends will continue. Some countries have histories of instability and upheaval that could cause their
governments to act in a detrimental or hostile manner toward private enterprise or foreign investment. Significant
external risks currently affect some emerging countries.
The volatility of emerging markets may be heightened by the actions of a few major investors. For example, sub
stantial increases or decreases in cash flows of mutual funds investing in these markets could significantly affect
local stock prices and, therefore, fund share prices. These factors make investing in such countries significantly
riskier than in other countries and any one of them could cause a fund`s share price to decline.
Other risks of foreign investing
Risks can result from
varying stages of economic and political development, dif
fering regulatory environments, trading day
s
,
and accounting standards,
uncertain tax laws,
and higher transac
tion costs of non-U.S. markets
. Investments outside the United States could be subject to governmental actions
such as capital or currency controls, nationalization of a company or industry, expropriation of assets, or impo
sition of high taxes.
Small- and medium-sized company risk
(International Discovery; others to a lesser degree)
To the extent each fund
invests in small- and mid-capitalization stocks, it is likely to be more volatile than a fund that invests only in large
companies. Small and medium-sized companies are generally riskier because they may have limited product
lines, capital, and managerial resources. Their securities may trade less frequently and with greater price swings.
Nondiversified status
(Emerging Europe & Mediterranean, Latin America, and New Asia)
There is additional risk
with each fund
that
is nondiversified and thus can invest more of its assets in a smaller number of companies.
F
or
example, poor performance by a single large holding of a fund would adversely affect fund performance more
than if the fund
were invested in
a larger number of companies.
Futures/options risk
To the extent each fund uses futures and options, it is exposed to additional volatility and
potential losses.
As with all stock funds, each fund`s share price can fall because of weakness in one or more of its primary equity
markets, a particular industry, or specific holdings. Stock markets can decline for many reasons, including
adverse political or economic developments, changes in investor psychology, or heavy institutional selling. The
prospects for an industry or company may deteriorate because of a variety of factors, including disappointing
earnings or changes in the competitive environment. In addition, our assessment of companies held in a fund
may prove incorrect, resulting in losses or poor performance
,
even in rising markets.
As with any mutual fund, there can be no guarantee the funds will achieve their objectives.
Each fund`s share price may decline
, so when you sell your shares, you may lose money
.
How can I tell which fund is most appropriate for me?
Consider your investment goals, your time horizon for achieving them, and your tolerance for risk. Your decision
should take into account whether you have any other foreign stock investments. If not, you may wish to invest in
a widely diversified fund to gain the broadest exposure to global opportunities. A diversified emerging markets
fund may be an appropriate part of your portfolio if you are supplementing existing holdings primarily in devel
oped foreign markets. If you seek to supplement a diversified portfolio with a concentrated investment, a regional
or single-country fund may be appropriate.
Each fund can be used in both regular and tax-deferred accounts, such as IRAs.
The fund or funds you select should not represent your complete investment program or be used for short-term
trading purposes.
How has each fund performed in the past?
The bar charts showing calendar year returns and the average annual total return
s
table indicate risk by illustrat
ing how much returns can differ from one year to the next and
how fund performance compares with that of a
comparable market index. Fund past returns (before and after taxes) are not necessarily an indication of future
performance.
The funds can also experience short-term performance swings, as shown by the best and worst calendar quarter
returns during the years depicted
.
In addition, the average annual total return
s
table shows hypothetical after-tax returns to suggest how taxes paid
by the shareholder may influence returns. Actual after-tax returns depend on each investor`s situation and may
differ from those shown. After-tax returns are not relevant if the shares are held in a tax-deferred account, such
as a 401(k) or IRA. During periods of fund losses, the post-liquidation after-tax return may exceed the fund`s
other returns because the loss generates a tax benefit that is factored into the result.
The
Overseas Stock
Fund commenced operations on December
29, 2006, and thus did not have a full calendar
year of performance history as of December
31, 200
6
. Performance history will be presented when the fund
completes a full calendar year of operations.
PAGE
11
<R>
Table 2
Average Annual Total Returns
|
Periods ended December 31, 2005
|
|
|
|
|
1
year
|
5
years
|
Shorter of 10 years
or since inception
|
Inception date
|
Emerging Europe & Mediterranean Fund
|
|
|
|
|
Return
s
before taxes
|
59.00
%
|
27.35
%
|
19.24
%
|
8/31/00
|
Return
s
after taxes on distributions
|
59.13
|
27.54
|
19.32
|
|
Return
s
after taxes on distributions
and sale of fund shares
|
38.63
|
24.75
|
17.22
|
|
MSCI Emerging Markets Europe and
Middle East Index
|
45.19
|
19.69
|
14.42
|
|
Emerging Markets Stock Fund
|
|
|
|
|
Return
s
before taxes
|
38.77
|
19.20
|
10.36
|
3/31/95
|
Return
s
after taxes on distributions
|
37.67
|
19.30
|
10.34
|
|
Return
s
after taxes on distributions
and sale of fund shares
|
26.33
|
17.34
|
9.39
|
|
MSCI Emerging Markets
Index
|
34.54
|
19.44
|
6.98
|
|
Lipper Emerging Markets Funds
Average
|
31.89
|
19.36
|
7.80
|
|
European Stock Fund
|
|
|
|
|
Return
s
before taxes
|
8.94
|
2.26
|
8.76
|
2/28/90
|
Return
s
after taxes on distributions
|
5.62
|
1.42
|
7.42
|
|
Return
s
after taxes on distributions
and sale of fund shares
|
10.38
|
1.89
|
7.32
|
|
MSCI Europe Index
|
9.93
|
4.09
|
9.77
|
|
Lipper Europea
n
Region
Funds
Average
|
12.29
|
5.66
|
10.90
|
|
Global Stock Fund
|
|
|
|
|
Return
s
before taxes
|
22.74
|
4.13
|
9.22
|
12/29/95
|
Return
s
after taxes on distributions
|
22.42
|
4.02
|
8.62
|
|
Return
s
after taxes on distributions
and sale of fund shares
|
15.20
|
3.54
|
7.87
|
|
MSCI All Country
World
Index
|
11.37
|
3.41
|
7.44
|
|
MSCI World Index
|
10.02
|
2.64
|
7.47
|
|
Lipper Global
Large-Cap Growth
Funds
Average
|
10.17
|
-0.89
|
6.47
|
|
International Discovery Fund
|
|
|
|
|
Return
s
before taxes
|
27.89
|
10.55
|
15.01
|
12/30/88
|
Return
s
after taxes on distributions
|
27.89
|
10.71
|
13.90
|
|
Return
s
after taxes on distributions
and sale of fund shares
|
18.52
|
9.42
|
12.86
|
|
MSCI EAFE Small-Cap Index
a
|
23.89
|
14.18
|
5.10
|
|
S&P/
Citigroup
Non-U.S. Extended
Market Index
|
22.09
|
13.56
|
8.59
|
|
Lipper International Small
/Mid
-Cap
Growth
Funds
Average
|
25.25
|
9.49
|
14.62
|
|
International Growth & Income Fund
|
|
|
|
|
Return
s
before taxes
|
15.75
|
7.68
|
7.69
|
12/21/98
|
Return
s
after taxes on distributions
|
15.29
|
7.46
|
6.93
|
|
Return
s
after taxes on distributions
and sale of fund shares
|
10.79
|
6.60
|
6.26
|
|
MSCI EAFE Index
|
14.02
|
4.94
|
5.42
|
|
Lipper International
Multi-Cap Value
Funds
Average
|
13.97
|
7.44
|
7.95
b
|
|
International Stock Fund
|
|
|
|
|
Return
s
before taxes
|
16.27
|
2.09
|
5.53
|
5/9/80
|
Return
s
after taxes on distributions
|
15.95
|
1.75
|
4.72
|
|
Return
s
after taxes on distributions
and sale of fund shares
|
10.91
|
1.66
|
4.49
|
|
MSCI EAFE Index
|
14.02
|
4.94
|
6.18
|
|
Lipper International
Large-Cap
Growth
Funds
Average
|
14.01
|
0.30
|
4.39
|
|
Japan Fund
|
|
|
|
|
Return
s
before taxes
|
40.04
|
5.84
|
2.99
|
12/30/91
|
Return
s
after taxes on distributions
|
40.03
|
5.89
|
2.64
|
|
Return
s
after taxes on distributions
and sale of fund shares
|
26.18
|
5.11
|
2.39
|
|
TSE First Section Index
|
24.59
|
4.45
|
-0.90
|
|
TSE Second Section Index
|
48.83
|
20.87
|
8.15
|
|
MSCI Japan Index
|
25.63
|
4.74
|
-0.01
|
|
Lipper Japan
ese
Funds
Average
|
33.64
|
4.26
|
2.53
|
|
Latin America Fund
|
|
|
|
|
Return
s
before taxes
|
60.05
|
23.36
|
15.56
|
12/29/93
|
Return
s
after taxes on distributions
|
60.15
|
23.27
|
15.34
|
|
Return
s
after taxes on distributions
and sale of fund shares
|
39.59
|
20.90
|
14.04
|
|
MSCI EM
Latin America Index
|
50.42
|
23.02
|
14.58
|
|
Lipper Latin America
n
Funds
Average
|
53.38
|
21.29
|
14.71
|
|
New Asia Fund
|
|
|
|
|
Return
s
before taxes
|
26.43
|
13.43
|
5.12
|
9/28/90
|
Return
s
after taxes on distributions
|
25.29
|
13.53
|
5.11
|
|
Return
s
after taxes on distributions
and sale of fund shares
|
18.98
|
12.16
|
4.63
|
|
MSCI All Country Asia
e
x
Japan Index
|
21.84
|
13.04
|
1.09
|
|
MSCI All Country Far East
e
x
Japan
Index
|
21.84
|
13.04
|
1.09
|
|
Lipper Pacific
Region
e
x
Japan Funds
Average
|
27.88
|
15.93
|
6.36
|
|
</R>
PAGE
13
Returns are based on changes in principal value, reinvested dividends
,
and capital gain distributions, if any.
Returns before taxes
do not reflect effects of any
income or capital gains taxes.
Taxes are computed using the highest federal income tax rate. The after-tax returns reflect the
rates applicable to
ordinary
and
qualified dividends
and capital gain
s
effective in
2003
.
The
returns
do not reflect the impact of state and local taxes.
Returns after taxes on distributions
reflect
the taxed return on the payment of dividends and capital gains.
Returns after taxes on distributions and sale of fund shares
assume the shares were sold at
period
-
end
and, therefore, are also adjusted for any capital gains or losses incurred by the shareholder.
Market indexes
do not include expenses, which are
deducted from fund returns, or taxes.
a
Principal return only.
b
Since 12/31/98.
MSCI Emerging Markets Europe
and Middle East
Index is a market capitalization weighted index consisting of about 1
06
securities in s
even
world markets
.
MSCI Emerging Markets
Index is a market capitalization weighted index of over 850 stocks traded in 22 world markets.
MSCI Europe Index is a market capitalization weighted index of approximately 500 stocks traded in 15 European markets.
MSCI A
ll
C
ountry
World Index
tracks the
equity market performance of
global developed and emerging markets
.
MSCI World Index tracks the stocks of approximately 1,300 companies representing the stock markets of 22 countries.
MSCI EAFE Small
-
Cap Index is a market capitalization weighted index of almost 1,000 small-cap stocks in 21 world markets.
MSCI EAFE Index tracks the stocks of about 1,000 companies in Europe, Australasia, and the Far East (EAFE).
S&P/
Citigroup
Non-U.S. Extended Market Index (EMI) is a small-capitalization subindex of the
Citigroup
Broad Market Index (BMI). While the BMI measures the
performance of the entire universe of securities, the EMI covers the small-cap stock universe.
The TSE First Section Index is a market capitalization weighted index of about 1,300 of the larger companies on the Tokyo Stock Exchange.
The TSE Second Section Index is a market capitalization weighted index of about 500 of the smaller and newly listed companies on the Tokyo Stock Exchange.
MSCI Japan Index is an unmanaged index of approximately 300 foreign stock prices and reflects the common stock prices of the index companies translated into
U.S. dollars, assuming reinvestment of all dividends paid by the index stocks net of any applicable foreign taxes.
MSCI E
M
Latin America
Index is a market capitalization weighted index of approximately 140 stocks traded in seven Latin American markets.
PAGE
15
MSCI All Country
Asia
Ex
Japan Index tracks the stocks of
developed and emerging countries in Asia
, excluding Japan.
MSCI All Country Far East
Ex
Japan Index tracks the stocks of nine Far East countries, excluding Japan.
What fees
and
expenses will I pay?
The funds are 100% no load. The
f
unds impose a 2% redemption fee, payable to the funds, on shares purchased
and held
for
90 days
or less
. There are no other fees or charges to buy or sell fund shares, reinvest dividends, or
exchange into other T.
Rowe Price funds. There are no 12b-1 fees.
The expenses shown for the
Overseas Stock
Fund are estimated.
<R>
Table 3
Fees and Expenses of the Funds*
Fund
|
Shareholder
fees (fees
paid directly
from your
investment)
|
Annual fund operating expenses
(expenses that are deducted from fund assets)
|
|
|
|
|
|
|
Redemption
fee
a
|
Management
fee
|
Other
expenses
|
Total annual
fund operating
expenses
|
Fee waiver/
expense
reimbursement
|
Net
expenses
|
|
|
|
|
|
|
|
|
|
Emerging Europe &
Mediterranean
|
2
.00
%
|
1.0
6
%
|
0.
26
%
|
1.32
%
b
|
|
|
|
Emerging Markets Stock
|
2
.00
|
1.0
6
|
0.
2
1
|
1.
27
|
|
|
|
European Stock
|
2
.00
|
0.8
1
|
0.
2
5
|
1.
0
6
|
|
|
|
Global Stock
|
2
.00
|
0.6
6
|
0.
5
6
|
1.
2
2
|
0.
2
2
c
|
1.
0
0
c
|
|
International Discovery
|
2
.00
|
1.0
6
|
0.
2
2
|
1.
28
|
|
|
|
International
Growth & Income
|
2
.00
|
0.
6
6
|
0.
33
|
0.99
|
|
|
|
International Stock
|
2
.00
|
0.6
6
|
0.
2
3
|
0.
89
|
|
|
|
Japan
|
2
.00
|
0.8
1
|
0.
37
|
1.
18
|
|
|
|
Latin America
|
2
.00
|
1.0
6
|
0.
23
|
1.
29
|
|
|
|
New Asia
|
2
.00
|
0.8
1
|
0.
2
4
|
1.
0
5
|
|
|
|
Overseas Stock
|
2.00
|
0.
66
|
0.49
d
|
1.15
e
|
|
|
|
</R>
*
Redemption proceeds of less than $5,000 sent by wire are subject to a $5 fee paid to the fund. Accounts with less than a $2,000 balance (with certain excep
tions) are subject to a $10 fee. See Account Maintenance and Small Account Fees.
a
On shares purchased and held for
90 days or less (details under Contingent Redemption Fee in Pricing Shares and Receiving Sales Proceeds)
.
b
Effective March
1, 2005, T.
Rowe Price International has contractually obligated itself to waive fees and bear any expenses through February
28, 2007, that
would cause the ratio of expenses to average net assets to exceed 1.75%. Fees waived or expenses paid or assumed under this agreement are subject to
reimbursement to T.
Rowe Price International by the fund whenever the fund`s expense ratio is below 1.75%. However, no reimbursement will be made after
February
28, 2009, or three years after the waiver or payment, whichever is sooner, or if it would result in the expense ratio exceeding 1.75%. The fund oper
ated under a previous expense limitation for which T. Rowe Price International may be reimbursed.
c
Effective October
1, 2005, T.
Rowe Price International has contractually obligated itself to waive fees and bear any expenses through February
29, 2008,
that would cause the ratio of expenses to average net assets to exceed 1.00%. Fees waived or expenses paid or assumed under this agreement are subject
to reimbursement to T.
Rowe Price International by the fund whenever the fund`s expense ratio is below 1.00%. However, no reimbursement will be made
after February
28, 2010, or three years after the waiver or payment, whichever is sooner, or if it would result in the expense ratio exceeding 1.00%. The fund
operated under a previous expense limitation for which T. Rowe Price International may be reimbursed.
<R>
d
Other expenses are estimated
.
</R>
<R>
e
To limit the fund`s expenses during its initial period of operations, T.
Rowe Price International contractually obligated itself to waive its fees and bear any
expenses through February
28, 200
9
,
that
would cause the fund`s ratio of expenses to average net assets to exceed 1.
1
5%. Fees waived or expenses paid or
assumed under this agreement are subject to reimbursement to T.
Rowe Price International by the fund whenever the fund`s expense ratio is below 1.
1
5%.
However, no reimbursement will be made
more than
three years after the waiver or payment, or if it would result in the expense ratio exceeding 1.
1
5%. Any
amounts reimbursed will have the effect of increasing fees otherwise paid by the fund.
</R>
<R>
Example.
The following table gives you
an
idea of how expense ratios may translate into dollars and helps you to
compare the cost of investing in these funds with that of other mutual funds. Although your actual costs may be
higher or lower, the table shows how much you would pay if operating expenses remain the same, the expense
limitations currently in place are not renewed (if applicable), you invest $10,000, earn a 5% annual return,
hold
the investment for the following periods
,
and then redeem:
</R>
<R>
Fund
|
1 year
|
3 years
|
5 years
|
10 years
|
|
Emerging Europe & Mediterranean
|
$
134
|
$
418
|
$
723
|
$
1,590
|
|
Emerging Markets Stock
|
129
|
403
|
697
|
1,534
|
|
European Stock
|
108
|
337
|
585
|
1,294
|
|
Global Stock
|
102
|
335
|
619
|
1,430
|
|
International Discovery
|
130
|
406
|
702
|
1,545
|
|
International Growth & Income
|
101
|
315
|
547
|
1,213
|
|
International Stock
|
91
|
284
|
493
|
1,096
|
|
Japan
|
120
|
375
|
649
|
1,432
|
|
Latin America
|
131
|
409
|
708
|
1,556
|
|
New Asia
|
107
|
334
|
579
|
1,283
|
|
Overseas Stock
|
117
|
352
|
|
|
|
</R>
PAGE
17
other INFORMATION about the funds
What are some of the potential rewards of investing overseas through the funds?
Investing abroad increases the opportunities available to you. Some foreign countries may have greater potential
for economic growth than the U.S. Emerging market, regional, and single-country funds allow investors to seek
potentially superior growth in the areas they view as most promising, but with commensurately higher risks.
Investing a portion of your overall portfolio in foreign stock funds can enhance your diversification while provid
ing the opportunity to boost long-term returns.
How does the portfolio manager try to reduce risk?
The principal tools we use to try to reduce risk are intensive research and limiting exposure to any one industry
or company. Currency hedging techniques may be used from time to time.
Portfolio managers keep close watch on individual investments as well as on political and economic trends in
each country and region. Holdings are adjusted according to the manager`s analysis and outlook.
The impact on each fund`s share price from a drop in the price of a particular stock is reduced substantially by
investing in a portfolio with dozens of different companies. Likewise, the impact of unfavorable developments in
a particular country is reduced when investments are spread among many countries. Investors should pay close
attention to how many countries a fund typically expects to invest in, particularly in regard to our regional funds
.
However, the economies and financial markets of countries in a certain region may be influenced heavily by one
another.
What are the potential rewards of investing in small companies overseas?
In general, small companies are more dynamic and can adapt more quickly than larger ones to changing eco
nomic and market conditions, which may help them increase their earnings faster. In addition, the movement of
small-company shares is not perfectly correlated with the movements of large-cap stocks. Since many U.S.-based
international funds focus on large or medium-sized foreign companies, adding a small-cap international fund
could enhance the diversification of a portfolio while providing the opportunity to boost long-term returns.
Is there other information
I
can review before making a decision?
Investment Policies and Practices in Section 3 discusses various types of portfolio securities the funds may pur
chase as well as types of management practices the funds may use.
You should also review the information in Section 2 that discusses contingent redemption fees for the funds.
With one quick sign
-
up, you can take advantage of our Electronic Delivery program and begin to receive updated
fund reports and prospectuses online rather than through the mail. Log
in
to your account at troweprice.com
today
for more information
.
Information About Accounts in T.
Rowe Price Funds 2
As a
T.
Rowe
Price shareholder,
you
will want to
know
about the following policies and procedures that apply
to
the
T.
Rowe Price
family of
stock, bond, and money
funds.
Pricing Shares and Receiving Sale Proceeds
How and
W
hen
S
hares
A
re
P
riced
The share price (also called "net asset value" or NAV per share) for all funds except the Japan Fund is calculated
at the close of the New York Stock Exchange, normally 4 p.m. ET, each day that the exchange is open for
business. (See the following section for information on the Japan Fund.) To calculate the NAV,
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.
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.
Investments in mutual funds are valued at the closing NAV per share of the
mutual fund on the day of valuation.
Non-U.S. equity
securities
are
valued on the basis of the
ir
most recent closing market prices at 4 p.m. ET
except
under the circumstances described below
. Most foreign markets close before
4 p.m
. 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.
If
a
fund determines that
developments
between the close of the 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
.
A 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.
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
Y
our
P
urchase,
S
ale, or
E
xchange
P
rice
I
s
D
etermined
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., it will be priced at the next business day`s NAV.
We cannot accept orders that request a particular day or price for your transaction or any other special conditions.
Fund shares may be purchased through various third-party intermediaries including banks, brokers, and invest
ment advisers. Where authorized by a fund, orders will be priced at the NAV next computed after receipt by the
intermediary. Consult your intermediary to determine when your orders will be priced. The intermediary may
charge a fee for its services.
Note:
The time at which transactions and shares are priced and the time until which orders are accepted may be
changed in case of an emergency or if the New York Stock Exchange closes at a time other than 4 p.m. ET.
PAGE
19
Japan Fund: Pricing and Transactions
The Japan Fund`s share price is calculated at the close of the New York Stock Exchange, normally 4 p.m. ET,
on
days
when both it and the Tokyo Stock Exchange are open. The fund will not price shares or process orders on
any day when either the New York or Tokyo Stock Exchange is closed. Orders received on such days will be pro
cessed the next day the fund computes a
NAV. As
a result
, you may experience a delay in purchasing or redeem
ing fund shares.
Exchanges:
If you wish to exchange into the Japan Fund on a day the New York Stock Exchange is open but the
Tokyo Stock Exchange is closed, the exchange out of the other
T.
Rowe Price
fund will be processed on that day,
but Japan Fund shares will not be purchased until the day the Japan Fund reopens. If you wish to exchange out
of the Japan Fund on a day when the New York Stock Exchange is open but the Tokyo Stock Exchange is closed,
the exchange will be delayed until the Japan Fund reopens.
The Tokyo Stock Exchange is scheduled to be closed on the following
days:
In
2006
January 2, 3, and 9;
February 11; March 21; April 29; May 3, 4,
and 5; July 17; September 1
8
and 23; October 9; November 3 and 23;
and
Decemb
er
2
3.
In 2007
January 2, 3,
and 8; February 11; March 21; April 29; May 3, 4, and 5; July
16; September 17 and 23; October 8; November 3
and 23;
and
December
23.
If the Tokyo Stock Exchange closes on dates not listed, the fund will not be priced on
those dates.
How
Y
ou
C
an
R
eceive the
P
roceeds
F
rom a
S
ale
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 ACH transfer
are usually
credited the second business day after the
sale. Proceeds sent by bank wire should be credited to your account the first business day after the sale.
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.
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 sharehold
ers. For these reasons, certain
T.
Rowe
Price funds, listed below, assess a fee on redemptions (including
exchanges)
,
which reduces the proceeds from such redemptions by the amounts indicated:
T. Rowe Price
Funds
With Redemption Fees
(continued)
|
|
|
|
Fund
|
Redemption
fee
|
Holding
period
|
|
Developing Technologies
|
1%
|
90 days
or less
|
|
Diversified Small-Cap Growth
|
1%
|
90 days
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 Stock
|
2%
|
90 days
or less
|
|
High Yield
|
1%
|
90 days
or less
|
|
International Bond
|
2%
|
90 days
or less
|
|
International Discovery
|
2
%
|
90 days
or less
|
|
International Equity Index
|
2
%
|
90 days
or less
|
|
International Growth & Income
|
2%
|
90 days
or less
|
|
International Stock
|
2%
|
90 day
s
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 Balanced
|
1
%
|
less than
365 days
|
|
Tax-Efficient Growth
|
1
%
|
less than
365 days
|
|
Tax-Efficient Multi-Cap Growth
|
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
|
|
PAGE
21
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,
a
ll 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.
R
owe 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 partici
pants, or any other third party
.
Computation of
H
olding
P
eriod
W
hen 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 redemp
tion or exchange will be compared with the earliest purchase date of shares held in the account.
For funds with a
365-day holding period, a
redemption fee will be charged on shares sold
before
the end of the required holding
period.
For funds with a 90-day holding period, a redemption fee will be charged on shares sold
on or before
the end of the required holding period.
For example, if you
redeem your
shares on
or before the 90th day from
the date of purchase,
you will be assessed the redemption fee.
If you purchase shares through an intermediary,
consult your intermediary to determine how the holding period will be applied.
Transactions
N
ot
S
ubject to
R
edemption
F
ees
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 a
n
automated
systematic withdrawal plan
;
2.
Shares redeemed through
or used to establish
an automat
ed
, nondiscretionary rebalancing or asset
alloca
tion program
, if
approved
in writing
by
T.
Rowe
Price;
3.
Shares purchased by the reinvestment of dividends or capital gain distributions;
*
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
purchased by a fund-of-fund
s
product, if approved in writing by T.
Rowe Price;
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
;*
1
0
.
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
F
ees on
S
hares
H
eld in
R
etirement
P
lans
If shares are held in a retirement plan, generally redemption fees will be assessed
on shares redeemed by
exchange
only if they
were originally purchased by exchange. However, redemption fees may apply to transac
tions other than exchanges depending on how shares of the plan are held at T.
Rowe Price or how the fees are
applied by your plan`s recordkeeper. To determine which of your transactions are subject to redemption fees
,
you should contact T.
Rowe Price or your plan recordkeeper.
Omnibus
A
ccounts
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.
Intermediaries who are unable to implement redemption fees due to
system limitations must either (1) implement short-term trading restrictions approved by T.
Rowe Price until
they have the system capabilities to assess the fees or (2) set forth an implementation plan acceptable to T.
Rowe
Price.
Certain intermediaries may not apply the exemptions listed above 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 above from redemption fees, if approved by T.
Rowe Price.
Persons redeeming shares
th
r
ough an intermediary should check with the
ir
respective intermediary to determine which transactions are
subject to the fees.
Useful Information on Distributions and Taxes
All net investment income and realized capital gains are distributed to shareholders.
Dividends and Other Distributions
Dividend and capital gain distributions are reinvested in additional fund shares in your account unless you
select another option on your New Account Form. Reinvesting distributions results in compounding
,
that is,
receiving income dividends and capital gain distributions on a rising number of shares.
Distributions not reinvested are paid by check or transmitted to your bank account via ACH. If the Post Office
cannot deliver your check, or if your check remains uncashed for six months, the fund reserves the right to
reinvest your distribution check in your account at the NAV on the day of the reinvestment and to reinvest all
subsequent distributions in shares of the fund.
I
nterest will
not
accrue on amounts represented by uncashed
distribution
s
or redemption checks.
PAGE
23
The following
table
provides details on dividend payments
:
Table
4
Dividend Payment Schedule
Fund
|
Dividends
|
|
Money
funds
|
P
urchase
s received by T.
Rowe Price
by
noon
ET
via wire
begin to earn dividends on that day
.
Other shares nor
mally 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 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
|
|
|
Growth & Income
|
|
|
Personal Strategy Balanced
|
|
|
Personal Strategy Income
|
|
|
Real Estate
|
|
|
Retirement Funds
:
|
|
|
Retirement Income
|
Shares normally begin to earn dividends on the business
day after payment is received by T. Rowe Price.
|
|
|
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.
|
|
Tax-Efficient Balanced
|
Municipal Portion
|
|
|
Shares normally begin to earn dividends on the business
day after payment is received by T. Rowe Price.
|
|
|
Paid on the last business day of March, June, Septem
ber, and December.
|
|
|
Equity Portion
|
|
|
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.
|
|
Bond or money
f
und shares will earn dividends through the date of redemption
. S
hares 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 described above may vary.
Capital
G
ain
P
ayments
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 neces
sary, 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 retirement account, you will not be subject to tax on dividends
and distributions from the fund or the sale of fund shares if those amounts remain in the tax-deferred account.
If you invest in the fund through a taxable account,
y
ou
will generally be subject to tax when
:
You sell fund shares, including an exchange from one fund to another.
A fund makes a distribution to your account.
PAGE
25
Additional information about certain T.
Rowe Price funds is listed below:
Tax-Free and Municipal Funds
|
|
Regular monthly dividends (including
those from
the state
-
specific tax-free funds) are
expected to be exempt from federal income taxes.
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 dur
ing the year.
Tax-exempt dividends paid to Social Security recipients may increase the portion of benefits
that
is
subject to tax.
For state
-
specific funds, the monthly dividends you receive are expected to be exempt from
state and local income tax. For other funds, a small portion of your income dividend may be
exempt from state and local income taxes.
If the funds invest in certain "private activity" bonds, shareholders who are subject to the
alternative minimum tax (AMT) must include income generated by those bonds in their AMT
calculation. The portion of the fund`s income dividend that should be included in your AMT
calculation, if any, will be reported to you in January.
|
|
Tax-Efficient Balanced Fund
|
|
The fund intends to invest a sufficient portion of its assets in municipal bonds and notes so
that it may qualify to pay tax-exempt dividends, which will be exempt from federal income
tax. The fund may not always qualify to pay tax-exempt dividends.
You must report your total tax-exempt income on IRS Form 1040. This information is used by
the IRS 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 are subject to tax.
A small portion of your income dividend may also be exempt from state and local income
taxes.
If the fund invests in certain "private activity" bonds, shareholders who are subject to the
AMT
must include income generated by those bonds in their AMT calculation. The portion of
the fund`s income dividends that should be included in your AMT calculation, if any, will be
reported to you in January.
|
|
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
"
qualif
ied
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
d
ividends 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
certain nonqualified foreign corporations, and dividends received by the fund from stocks that were on loan.
Lit
tle, if any, of
the
ordinary dividends
paid by the
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 divi
dends 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
F
und
R
edemptions
When you sell shares in any fund, you may realize a gain or loss. An exchange from one fund to another is also a
sale for tax purposes.
In January, you will be sent Form 1099-B indicating the date and amount of each sale you made in the fund dur
ing 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 identifica
tion."
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 statement detailing all your transactions
in each fund account during the year.
Taxes on
F
und
D
istributions
In January, you will be sent Form 1099-DIV indicating the tax status of any
income
dividend and capital gain dis
tributions made to you. This information will also be reported to the IRS. Distributions are generally taxable to
you
in
the year in which they
are
paid. You will be sent any additional information you need to
determine your
taxes on fund distributions, such as the portion of your dividends, if any, that may be exempt from state
and local
income taxes.
Dividends
from
tax-free funds are expected to be tax-exempt.
The tax treatment of a capital gain distribution is determined by how long the fund held the portfolio securities,
not how long you held
the
shares in the fund. Short-term (one year or less) capital gain distributions are taxable
at the same rate as ordinary income
,
and
gains on securities held 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 distribution
s
received during the period you held the shares. If you realize
d
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
dividends received on those shares.
For funds investing in foreign securities, distributions resulting from the sale
of certain foreign currencies, currency contracts, and the 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 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.
The following
table
provides
additional
details on
distributions
for certain funds
:
Table
5
Taxes on
F
und
D
istributions
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.
To the extent the fund invests in these securities, the likelihood of a taxable gain distribution
will be increased.
|
|
Tax-Efficient Balanced Fund
|
|
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.
|
|
Inflation Protected Bond Fund
|
|
Inflation adjustments on Treasury inflation-protected securities exceeding deflation adjust
ments 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.
|
|
PAGE
27
Tax
C
onsequences of
H
edging
Entering into certain options, futures, swaps, and forward foreign exchange contracts and transactions may result
in the application of the mark-to-market and straddle provisions of the Internal Revenue Code. These provisions
could result in the fund being required to distribute gains on such transactions even though it did not close the
contracts during the year or receive cash to pay such distributions. The fund may not be able to reduce its
distributions for losses on such transactions to the extent of unrealized gains in offsetting positions.
Distributions are taxable whether reinvested in additional shares or received in cash.
Tax
E
ffect of
B
uying
S
hares
B
efore a
n
I
ncome
D
ividend
or
C
apital
G
ain
D
istribution
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 capi
tal gains
or income
and unrealized appreciation, which may result in future taxable distributions. Such distribu
tions can occur even in a year when the fund has a negative return.
Transaction Procedures and Special Requirements
Following these procedures helps assure timely and accurate transactions.
Purchase Conditions
Nonpayment
If you pay with a check or 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 trans
fer 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 redemp
tion due to nonpayment.
U.S.
D
ollars
All purchases must be paid for in U.S. dollars; checks must be drawn on U.S. banks.
Sale (Redemption) Conditions
Holds on
I
mmediate
R
edemptions: 10-day
H
old
If you sell shares that you just purchased and paid for by check or ACH transfer, the fund will process your
redemption but will generally delay sending you the proceeds for up to 10 calendar days to allow the check or
transfer to clear. If, during the clearing period, we receive a check drawn against your
newly purchased shares
, it
will be returned marked "uncollected." (The 10-day hold does not apply to purchases paid for by bank wire or
automatic purchases through your paycheck.)
Telephone, Tele*Access
SM
, and
O
nline
A
ccount
T
ransactions
You may access your account or conduct transactions using the telephone or Tele*Access
SM
, or online
.
The
T.
Rowe Price
funds and their agents use reasonable procedures to verify the identity of the shareholder. If these
procedures are
followed, the funds and their agents are not liable for any losses that may occur from acting on unauthorized
instructions. A confirmation is sent promptly after a transaction. Please review it carefully and contact
T.
Rowe
Price
immediately about any transaction you believe to be unauthorized.
T
elephone conversations are recorded.
Redemptions over $250,000
Large redemptions can adversely affect a portfolio manager`s ability to implement a fund`s investment strategy by
causing the premature sale of securities that would otherwise be held. If, in any 90-day period, you redeem (sell)
more than $250,000, or your sale amounts to more than 1% of fund net assets, the fund has the right
(without
prior notice)
to pay the difference between the redemption amount and the lesser of the two previously men
tioned figures with securities from the fund
`s portfolio
.
You will be responsible for disposing of the securities and
bearing any associated costs. The securities you receive will be selected by the fund in its absolute discretion.
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
W
hen
S
hares
A
re
P
riced
).
While there is no assurance that
T.
Rowe
Price can prevent all
excessive and short-term trading,
the Board of Directors/Trustees of each fund
has adopted
the policy set forth
below to deter such activity. Persons trading directly with
T.
Rowe
Price or indirectly through intermediaries in
violation of this policy or persons believed to be short-term traders may be barred for 90
calendar days or perma
nently 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 and one sale or one sale and one pur
chase
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.
Omnibus
A
ccounts
Intermediaries often establish omnibus accounts in the T.
Rowe Price funds for their customers. In such situa
tions, T.
Rowe Price cannot always monitor trading activity by individual shareholders. However, T.
Rowe Price
reviews trading activity at the omnibus account level and looks for activity that indicates potential excessive or
short
term trading. If it detects suspicious trading activity, T.
Rowe Price contacts the intermediary to determine
whether the excessive trading policy has been violated and, if so, asks the intermediary to take action
with respect
to
the underlying shareholder
.
Retirement
P
lans
If shares are held in a retirement plan, generally the fund`s excessive trading policy only applies to shares pur
chased 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.
Exceptions to
P
olicy
The following types of transactions are 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 (see
Information About Your Services);
and
3) checkwriting redemptions
f
r
o
m bond and money funds
.
In addition,
transactions in automated
nondiscretionary rebalancing
programs
,
nondiscretionary
asset alloca
tion programs
,
or fund
-
of
-
fund
s
products
may be exempt from the excessive trading policy subject to prior writ
ten approval by designated persons at
T.
Rowe
Price.
T.
Rowe Price may modify the 90-day policy set forth above (for example, in situations where a retirement plan
or retirement plan recordkeeper has
restriction
s
on trading
that differ
from the T.
Rowe Price fund`s policy).
These modifications would be authorized only if the fund
believes
that the modified policy
would
provide
pro
tection to the fund that is
reasonably
equivalent to the fund`s regula
r p
olicy.
There is no guarantee that T. Rowe Price will
be able to
detect or prevent excessive or short-term trading.
Keeping Your Account Open
Due to the relatively high cost to a fund of maintaining small accounts, we ask you to maintain an account bal
ance of at least $1,000 ($10,000 for Summit Funds). If your balance is below this amount for three months or
longer, we have the right to close your account after giving you 60 days to increase your balance.
PAGE
29
Signature Guarantees
A signature guarantee is designed to protect you and the
T.
Rowe Price fu
nds from fraud by verifying your signature.
You may need to have your signature guaranteed in certain situations, such as:
Written requests
:
(
1) to redeem over $100,000
;
or
(
2) to wire redemption
proceeds
when prior bank account authorization is not on file
.
Remitting redemption proceeds to any person, address, or bank account not on record.
Transferring redemption proceeds to a
T.
Rowe Price
fund account with a different registration (name or owner
ship) from yours.
Establishing certain services after the account is opened.
You can obtain a signature guarantee from most banks, savings institutions,
broker-dealers, and other guarantors acceptable to
T.
Rowe Price
. We cannot accept guarantees from notaries
public or organizations that do not provide reimbursement in the case of fraud.
Account Maintenance and Small Account Fees
Small Account Fee (all funds except Index Funds)
Because of the disproportionately high costs of servicing accounts
with low balances, a $10 fee, paid to T.
Rowe Price Services, the funds` transfer agent, will automatically be
deducted
from nonretirement
accounts with balances falling below a minimum amount. The valuation of
accounts and the deduction are expected to take place during the last five business days of September. The fee
will be deducted from accounts with balances below $2,000, except for UGMA/UTMA accounts, for which the
minimum is $500. The fee will be waived for any investor whose T.
Rowe Price mutual fund accounts total
$25,000 or more. Accounts employing automatic investing (e.g., payroll deduction, automatic purchase from a
bank account, etc.) are also exempt from the charge. The fee does not apply to IRAs and other retirement plan
accounts that utilize a prototype plan sponsored by
T.
Rowe
Price, but a separate custodial or administrative fee
may apply to such accounts.
Account Maintenance Fee (Index Funds only)
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
.
More About the Funds 3
Organization and Management
How are the funds organized?
T.
Rowe Price International Funds, Inc.
,
(the "corporation")
,
was incorporated in Maryland in 1979.
C
urrently
,
the corporation
consists of 1
3
series, each
representing a separate
pool of assets
with
different objectives and
investment policies.
Each is an
"
open-end investment company,
"
or mutual fund.
Mutual funds pool money
received from shareholders and invest it to try to achieve specified objectives.
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, if they wish, for the
purpose of voting on the removal of any fund director or trustee.
If a meeting is held and you cannot attend, you can vote by proxy. Before the meeting, the fund will send you
proxy materials that explain the issues to be decided and include instructions on voting by mail or telephone or
on the Internet.
Who runs the funds?
General Oversight
Each
fund
is governed by a Board of Directors
/Trustees
that meets regularly to review
fund
investments, perfor
mance, expenses, and other business affairs. The Board elects the
fund`s officers.
At least 75%
of Board members
are independent of T.
Rowe Price International
and T.
Rowe Price Global Investment Services Limited ("Global
Investment Services")
.
All decisions regarding the purchase and sale of fund investments are made by
T.
Rowe Price International or
Global Investment Services (see below)
.
Investment Manager
T.
Rowe Price International (or
Global Investment Services
) is responsible for the selection and management of
fund portfolio investments. T.
Rowe Price International has entered into a sub
advisory agreement with Global
Investment Services for the management of the Japan Fund and the Japanese investments of the International
Discovery Fund. T.
Rowe Price International and Global Investment Services are wholly owned subsidiaries of
T.
Rowe Price Group, Inc. The U.S. offices of T.
Rowe Price International and Global Investment Services are
located at 100 East Pratt Street, Baltimore, Maryland 21202.
Portfolio Management
T.
Rowe Price International
has
established
an Investment Advisory Committee
with respect to the funds
. The
committee chairman has day-to-day responsibility for managing the portfolio and works with the committee in
developing and executing the fund`s investment program. The members of each advisory committee are listed
below.
PAGE
31
Global Stock Fund
Robert
N. Gensler, Chairman, Christopher
D. Alderson,
P.
Robert Bartolo,
R.
Scott Berg,
Henry Ellenbogen,
M.
Campbell Gunn, Michael
W. Holton, Kris
H. Jenner,
Raymond
A. Mills,
Charles M. Ober
,
Robert
W.
Sharps, Robert
W. Smith, Michael
F. Sola, and Dean Tenerelli
.
Mr.
Gensler
was appointed
chairman
of the
committee
in
2005.
He joined T.
Rowe Price in 1993 as an investment analyst and has been managing
investments since 1996.
International
Growth & Income Fund
Raymond
A. Mills, Ph.D., Chairman, M.
Kamran Baig, Mark
C.J. Bickford-
Smith, John
D. Linehan,
Dean Tenerelli, and David
J.L. Warren. Mr.
Mills
was appointed
chairman of the
com
mittee
in
2005
.
He joined T.
Rowe Price International in 2000 and has been managing investments since 1997.
International Stock Fund
Mark
C.J. Bickford-Smith, Chairman, Dean Tenerelli and David
J.L. Warren (co-manag
ers), M. Kamran Baig, and Frances Dydasco. Mark
C.J. Bickford-Smith, Dean Tenerelli, and David
J.L. Warren
have day-to-day responsibility for managing the fund and work with the committee in developing and execut
ing the fund`s investment program. Mr. Bickford-Smith
was appointed
chairman of the
committee
in
2005
.
He
joined T.
Rowe Price International in 1995 and has been managing investments since that time. Mr.
Tenerelli
joined T.
Rowe Price International in
2000
and has been managing investments since 2002. Mr.
Warren joined
T.
Rowe Price International in 1983 and has been managing investments since 1984.
For the following funds, t
he individuals listed below have day-to-day responsibility for managing the portfolio
and developing and executing
its
investment program.
Emerging Europe & Mediterranean Fund
Christopher D. Alderson
.
Emerging Markets Stock Fund
Christopher D. Alderson,
Frances Dydasco,
Mark
J.T. Edwards,
and
Gonzalo Px87 n
garo
.
European Stock Fund
Dean Tenerelli
.
<R>
International Discovery Fund
M.
Campbell Gunn, Anh Lu, and Justin Thomson.
</R>
Japan Fund
M. Campbell Gunn
and David J.L. Warren.
Latin America Fund
Gonzalo Px87 ngaro
.
<R>
New Asia Fund
Frances Dydasco.
</R>
Overseas Stock Fund
Raymond
A. Mills, Ph.D.
<R>
Portfolio Management
Name
|
Year Joined
T.
Rowe Price
International
|
Years of
Experience
|
Type of Experience
|
Christopher D. Alderson
|
1988
|
20
|
Portfolio Management; Research
|
Frances Dydasco
|
1996
|
17
|
Research; Financial Analysis
|
Mark J.T. Edwards
|
1987
|
21
|
Portfolio Management; Financial Analysis
|
M. Campbell Gunn
|
2002
|
27
|
Research; Portfolio Management
|
Ahn Lu
|
2001
|
10
|
Equity Research
|
Raymond A. Mills, Ph.D.
|
199
8
|
8
|
Portfolio Management
|
Gonzalo Px87 ngaro
|
1998
|
15
|
Portfolio Management; Equity Research
|
Dean Tenerelli
|
2000
|
13
|
Portfolio Management
|
Justin Thomson
|
1998
|
15
|
Portfolio Management
|
</R>
The Statement of Additional Information provides additional information about the portfolio managers` com
pensation, other accounts managed by the portfolio manager, and the portfolio managers` ownership of securi
ties in the fund.
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 invest
ment 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 (shown below) is graduated, declining as the asset total rises, so share
holders 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
|
|
|
0.29
0
%
|
Thereafter
|
*
Represents a blended group fee rate containing various break
points.
Each fund`s
group fee is determined by applying the group fee rate to the fund`s average daily net assets. A
t
October
31, 2005
, the effective annual group fee rate was 0.31%. The individual fund fees are as follows: Glo
bal Stock, International Growth & Income,
International Stock
, and Overseas Stock
Funds, 0.35%; European
Stock, Japan, and New Asia Funds, 0.50%; Emerging Europe & Mediterranean, Emerging Markets Stock, Inter
national Discovery, and Latin America Funds, 0.75%.
A discussion about the factors and conclusions considered by the Board in approving
each
fund`s investment
management contract with T. Rowe Price
International
appears in
each
fund`s
semi
annual report to shareholders
for the period ending
April
30
.
T.
Rowe Price International will pay Global Investment Services 60% of T.
Rowe Price International`s fee for
managing the Japan Fund and 50% of T. Rowe Price
International`s fee attributable to the Japanese investments
of the International
Discovery Fund.
Fund Operations and Shareholder Services
T. Rowe Price
provides accounting services to the
T. Rowe Price
funds. T. Rowe Price Services, Inc.
,
acts as the
transfer and dividend disbursing agent and provides shareholder and administrative services
to the funds
.
T.
Rowe Price Retirement Plan Services, Inc. provides recordkeeping, sub-transfer agency and administrative ser
vices 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.
All such fees are
included
in the fees
and expenses table
under
"
Other expenses
"
and
the
fund`s
financial statements
.
Understanding Performance Information
This section should help you understand the terms used to describe fund performance. You will come across
them in shareholder reports you receive from us, in our educational and informational materials, in T. Rowe
Price advertisements, and in the media.
Total Return
This tells you how much an investment has changed in value over a given
period. It reflects any net increase or
decrease in the share price and assumes that all dividends and capital gains (if any) paid during the period were
reinvested in additional shares. Therefore, total return numbers include the effect of compounding.
Advertisements may include cumulative or average annual total return figures, which may be compared with var
ious indices, other performance measures, or other mutual funds.
Cumulative Total Return
This is the actual return of an investment for a specified period. A cumulative return does not indicate how
much the value of the investment may have fluctuated
during
the period. For example, an investment could have
a 10-year positive cumulative return despite experiencing some negative years during that time.
PAGE
33
Average Annual Total Return
This is always hypothetical and should not be confused with actual year-by-year results. It smooths out all the
variations in annual performance to tell you what
constant
year-by-year return would have produced the invest
ment`s actual cumulative return. This gives you an idea of an investment`s annual contribution to your portfo
lio, provided you held it for the entire period.
Investment Policies and Practices
This section takes a detailed look at some of the types of fund securities and the various kinds of investment
practices that may be used in day-to-day portfolio management. Fund investments are subject to further restric
tions 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." The 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 fund`s policy requiring it to normally invest 80% of its
assets in stocks or a particular region, as the case may be.
Fund investment restrictions and policies apply at the
time of
purchase
. A later change in circumstances 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
.
)
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.
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 leeway in choosing investment strategies and selecting securities they believe
will help achieve fund objectives.
Types of Portfolio Securities
In seeking to meet their investment objectives,
fund investments may be made
in any type of security or instru
ment
(including certain potentially high-risk
derivatives described in this section)
whose investment characteristics are consistent with their investment pro
grams. The following pages describe various types of fund securities and investment management practices.
Fundamental policy
With the exception of
the
Emerging Europe & Mediterranean, Latin America, and New Asia
Funds, a 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 vot
ing securities of the issuer would be held by the fund.
Nondiversified Status
Emerging Europe & Mediterranean, Latin America, and New Asia Funds
Each
fund is registered as a nondiversified mutual fund. This means that
the
fund may invest a greater portion of
its assets in, and own a greater amount of the voting securities of, a single company than a diversified fund, which
may subject the
fund
to greater risk with respect to
its
portfolio securities. However, because
each of the funds
(including the diversified ones) intend
to qualify as
a
"regulated investment compan
y
" under the Internal Reve
nue Code,
each fund
must invest so that, at the end of each fiscal quarter, with respect to 50% of its total assets,
no
more than 5% of its
total
assets
is
invested in the securities of a single issuer and not more than 10% of the
voting securities of any issuer are held by the fund.
With respect to the remaining 50% of fund assets, no more
than 25% may be invested in a single issuer.
Fund investments may include the following:
Common and Preferred Stocks
Stocks represent shares of ownership in a company. Generally, preferred stock has a specified dividend and ranks
after bonds and before common stocks in its claim on income for dividend payments and on assets should the
company be liquidated. After other claims are satisfied, common stockholders participate in company profits on
a pro-rata basis; profits may be paid out in dividends or reinvested in the company to help it grow. Increases and
decreases in earnings are usually reflected in a company`s stock price, so common stocks generally have the great
est appreciation and depreciation potential of all corporate securities. While most preferred stocks pay a divi
dend, preferred stock may be purchased where the issuer has omitted, or is in danger of omitting, payment of its
dividend. Such investments would be made primarily for their capital appreciation potential.
Convertible Securities and Warrants
Investments may be made in debt or preferred equity securities convertible into, or exchangeable for, equity
securities. Traditionally, convertible securities have paid dividends or interest at rates higher than common
stocks but lower than nonconvertible securities. They generally participate in the appreciation or depreciation of
the underlying stock into which they are convertible, but to a lesser degree.
Some
convertibles
combine higher or
lower current income with options and other features. Warrants are options to buy a stated number of shares of
common stock at a specified price anytime during the life of the warrants (generally, two or more years). War
rants can be highly volatile, have no voting rights, and pay no dividends.
Fixed-Income Securities
From time to time, we may invest in corporate and government
fixed-income
securities
as well as below-invest
ment-grade bonds, commonly referred to as "junk" bonds
. These securities would be purchased in companies
that meet fund investment criteria. The price of a bond fluctuates with changes in interest rates, generally rising
when interest rates fall and falling when interest rates rise. Below investment
-
grade
bonds
, or "junk bonds," can
be more volatile and have
greater risk of default than investment
-
grade bonds.
Operating policy
The Emerging Europe & Mediterranean, Emerging Markets Stock, Latin America, and New
Asia Funds may each invest 10%
of total assets
in below
investment-grade bonds. The Global Stock Fund may
invest 5%
of total assets
in below
i
nvestment-grade bonds.
Hybrid Instruments
These instruments (a type of potentially high-risk derivative) can combine the characteristics of securities,
futures, and options. For example, the principal amount, redemption, or conversion terms of a security could be
related to the market price of some commodity, currency, or securities index. Such securities may bear interest
or pay dividends at below market or even relatively nominal rates. Under
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.
Illiquid Securities
These securities
include private placements that
are sold directly to a small number of investors, usually institu
tions. Unlike public offerings, such securities are not registered with the SEC. Although certain of these securities
may be readily sold, for example, under Rule 144A, others may
have resale restrictions and
be illiquid
.
The
sale
of illiquid securities
may involve substantial delays and additional costs
, and the fund may only be able to sell
such securities at prices substantially less than what the fund believes they are worth
.
Operating policy
Fund investments in
illiquid securities are limited to 15% of net assets.
Types of Investment Management Practices
Reserve Position
A certain portion of fund assets will be held in money market reserves. Fund reserve positions are expected to
consist primarily of shares of one or
both
of the
T.
Rowe Price internal money
funds. Short-term, high-quality
U.S. and foreign dollar-denominated money market securities, including repurchase agreements, may also be
held. For temporary, defensive purposes, there is no limit on fund investments in money market reserves.
Significant investments in reserves could compromise the ability to achieve fund 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 unusual market volatility
.
PAGE
35
Borrowing Money and Transferring Assets
Fund borrowings may be made from banks and other T.
Rowe Price funds for temporary emergency purposes to
facilitate redemption requests, or for other purposes consistent with fund policies as set forth in this prospectus.
Such borrowings may be collateralized with fund assets, subject to restrictions.
Fundamental policy
Borrowings may not exceed
33
1
/
3
%
of total
assets.
Operating policy
Fund transfers of portfolio securities as collateral will not be made except as necessary in con
nection with permissible borrowings or investments, and then such transfers may not exceed
33
1
/
3
%
of
total
assets. Fund purchases of additional securities will not be made when borrowings exceed 5% of total assets.
Foreign Currency Transactions
The funds will normally conduct their foreign currency exchange transactions, if any, either on a spot (i.e., cash)
basis at the spot rate prevailing in the foreign currency exchange market, or through entering into forward con
tracts to purchase or sell foreign currencies. The funds will generally not enter into a forward contract with a term
greater than one year.
The funds will generally enter into forward foreign currency exchange contracts only under two circumstances.
First, when a fund enters into a contract for the purchase or sale of a security denominated in a foreign currency,
it may desire to "lock in" the U.S. dollar price of the security. Second, when T.
Rowe Price International believes
that the currency of a particular foreign country may move substantially against another currency, it may enter
into a forward contract to sell or buy the former foreign currency (or another currency that acts as a proxy for
that currency). The contract may approximate the value of some or all of the
fund`s
portfolio securities
denominated in such foreign currency. Under unusual circumstances, a fund may commit a substantial portion
or the entire value of its portfolio to the consummation of these contracts. T.
Rowe Price International will
consider the effect such a commitment to forward contracts would have on each
fund`s
investment program and
the flexibility of each fund to purchase additional securities. Although forward contracts will be used primarily to
protect the fund from adverse currency movements, they also involve the risk that anticipated currency
movements will not be accurately predicted, and fund total return could be adversely affected as a result.
There are some markets where it is not possible to engage in effective foreign currency hedging. This is generally
true, for example, for the currencies of various emerging markets where the foreign exchange markets are not
sufficiently developed to permit hedging activity to take place.
Futures and Options
Futures, a type of potentially high-risk derivative, are often used to manage or hedge risk because they enable the
investor to buy or sell an asset in the future at an agreed-upon price. Options, another type of potentially high-
risk derivative, give the investor the right (where the investor purchases the option), or the obligation (where the
investor "writes" or sells the option), to buy or sell an asset at a predetermined price in the future. Futures and
options contracts may be bought or sold for any number of reasons, including: to manage
exposure to changes in
securities prices and foreign currencies; as an efficient means of
increasing or decreasing
overall fund exposure to
certain markets; 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, financial indices, and foreign cur
rencies.
Futures contracts and options may not always be successful hedges; their prices can be highly volatile; using
them could lower fund total return; and the potential loss from the use of futures can exceed a fund`s initial
investment in such contracts.
Operating policies
Futures: Initial margin deposits
on futures
and premiums on options used for non-hedging
purposes will not exceed 5% of
net asset value. Options on securities: The total market value of securities cover
ing 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.
Tax Consequences of Hedging
Hedging may result in the application of the mark-to-market and straddle provisions of the Internal Revenue
Code. These provisions could result in an increase (or decrease) in the amount of taxable dividends paid by the
funds and could affect whether dividends paid are classified as capital gains or ordinary income.
Lending of Portfolio Securities
Fund securities may be lent to broker-dealers, other institutions, or other persons to earn additional income.
R
isk
s
include
the potential insolvency of the broker-dealer or other borrower
that could result in
delays in recov
ering
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 well
.
Fundamental policy
The value of loaned securities may not exceed
33
1
/
3
%
of total
assets.
Portfolio Turnover
Turnover is an indication of frequency
of trading
.
We
will not generally trade in securities for short-term prof
its, 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 the fund`s 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 the fund`s total return. Higher turnover can also increase the possibility of taxable capital
gain distributions
.
The funds` portfolio turnover rates
are
shown
in the Financial Highlights
table
.
Disclosure of Fund Portfolio Information
Each fund`s portfolio holdings are disclosed on a regular basis in its semi
annual 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,
each fund
discloses its calendar quarter-end portfolio holdings on troweprice.com 15
calendar days after each quarter. Under certain conditions, up to 5% of each 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 funds.
A security will not be
excluded
for these purposes from a fund`s quarter-end holdings
disclosure
for more than one year
. Each fund also discloses its largest 10 holdings
on troweprice.
com
on the
seventh business day
after each month-end
. These holdings are listed in alphabetical order along with the
aggregate percentage of each fund`s total assets th
e
y represent. The quarter-end portfolio will remain on the Web
site for one year
.
Each monthly
top 10 list
will remain on the Web site for
six months
.
A description of
each
fund`s
p
olicy and procedures with respect to the disclosure of portfolio information
is
in the Statement of
Additional Information.
Financial Highlights
Table 6, which provides information about
each fund`s
(other than the
Overseas Stock
Fund)
financial history, is
based on a single share outstanding throughout the periods shown. Each fund`s section of the table is part of each
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 each fund (assuming reinvestment of all dividends and
distributions and no payment of account or
[
if applicable
]
redemption fees). The financial statements in the
annual
reports
were audited by the funds` independent
registered public accounting firm
, PricewaterhouseCoo
pers LLP.
Table 6
Financial Highlights
|
Year ended
October
31
|
|
|
|
|
|
Emerging Europe &
Mediterranean Fund
|
2001
|
200
2
|
2
003
|
2004
|
2005*
|
|
|
|
|
|
|
|
|
Net asset value,
beginning of period
|
$
8.65
|
$
5.89
|
$
6.82
|
$
10.81
|
$
14.24
|
|
Income From Investment Operations
|
|
|
|
|
|
|
Net investment income
|
(0.0
6
)
a
|
(0.05
)
a
|
0.04
a
|
(0.01
)
|
0.15
|
|
Net gains or losses on
securities (both realized
and unrealized)
|
(
2.64
)
|
0.98
|
3.93
|
3.40
|
8.34
|
|
Total from investment
operations
|
(
2.70
)
|
0.93
|
3.97
|
3.39
|
8.49
|
|
Less Distributions
|
|
|
|
|
|
|
Dividends (from net
investment income)
|
|
|
|
(0.02
)
|
|
|
Distributions (from
capital gains)
|
(0.07
)
|
|
|
|
|
|
Returns of capital
|
|
|
|
|
|
|
Total distributions
|
(0.07
)
|
|
|
(0.02
)
|
|
|
Redemption fees added to
paid
-
in
-
capital
|
0.01
|
|
0.02
|
0.06
|
0.07
|
|
Net asset value,
end of period
|
$
5.89
|
$
6.82
|
$
10.81
|
$
14.24
|
$
22.80
|
|
Total return
|
(
31.28
)%
a
|
15.79
%
a
|
58.50
%
a
|
31.96
%
|
60.11
%
|
|
Ratios/Supplemental Data
|
|
|
|
|
|
|
Net assets, end of period
(in thousands)
|
$
17,331
|
$
21,481
|
$
46,813
|
$
114.568
|
$
839,923
|
|
Ratio of expenses to
average net assets
|
1.75
%
a
|
1.75
%
a
|
1.75
%
a
|
1.75
%
|
1.32
%
|
|
Ratio of net income to
average net assets
|
(0.
82
)%
a
|
(0.
66
)%
a
|
0.51
%
a
|
(0.16
)%
|
0.75
%
|
|
Portfolio turnover rate
|
83.1
%
|
94.5
%
|
54.1
%
|
67.7
%
|
28.1
%
|
|
PAGE
37
*
Per share amounts calculated using average shares outstanding method.
a
Excludes expenses in excess of a 1.75% contractual expense limitation in effect through February
28, 200
7
.
b
Annualized.
Table
6
Financial Highlights
(continued)
|
Year ended October 31
|
|
|
|
|
|
Emerging Markets Stock
Fund
|
200
1
|
200
2
|
200
3
|
200
4
|
200
5*
|
|
|
|
|
|
|
|
|
Net asset value,
beginning of period
|
$
12.42
|
$
9.15
|
$
9.87
|
$
14.30
|
$
17.00
|
|
Income From Investment Operations
|
|
|
|
|
|
|
Net investment income
|
0.02
|
0.04
|
0.09
|
0.
14
|
0.
26
|
|
Net gains or losses on
securities (both realized
and unrealized)
|
(
3.30
)
|
0.68
|
4.36
|
2.64
|
6.76
|
|
Total from investment
operations
|
(
3.28
)
|
0.72
|
4.45
|
2.78
|
7.02
|
|
Less Distributions
|
|
|
|
|
|
|
Dividends (from net
investment income)
|
|
(0.
01
)
|
(
0.02
)
|
(
0.0
9
)
|
(
0.0
4
)
|
|
Distributions (from
capital gains)
|
|
|
|
|
(0.18
)
|
|
Returns of capital
|
|
|
|
|
|
|
Total distributions
|
|
(
0.
01
)
|
(
0.02
)
|
(
0.0
9
)
|
(
0.
22
)
|
|
Redemption fees added to
paid
-
in
-
capital
|
0.01
|
0.01
|
|
0.01
|
0.01
|
|
Net asset value,
end of period
|
$
9.15
|
$
9.87
|
$
14.30
|
$
17.00
|
$
23.81
|
|
Total return
|
(
26.33
)%
|
7.97
%
|
45.16
%
|
19.61
%
|
41.75
%
|
|
Ratios/Supplemental Data
|
|
|
|
|
|
|
Net assets, end of period
(in
thousands
)
|
$
131,436
|
$
158,465
|
$
345,380
|
$
608,257
|
$
1,294,571
|
|
Ratio of expenses to
average net assets
|
1.58
%
|
1.51
%
|
1.43
%
|
1.
3
3
%
|
1.27
%
|
|
Ratio of net income to
average net assets
|
0.19
%
|
0.41
%
|
1.12
%
|
1.
08
%
|
1.
23
%
|
|
Portfolio turnover rate
|
70.3
%
|
70.5
%
|
65.6
%
|
70.0
%
|
53.3
%
|
|
*
Per share amounts calculated using average shares outstanding method.
PAGE
39
Table 6
Financial Highlights
(continued)
|
Year ended
October
31
|
|
|
|
|
|
European Stock Fund
|
200
1
|
200
2
|
200
3
|
200
4
|
200
5*
|
|
|
|
|
|
|
|
|
Net asset value,
beginning of period
|
$
21.69
|
$
15.28
|
$
12.77
|
$
15.64
|
$
18.33
|
|
Income From Investment Operations
|
|
|
|
|
|
|
Net investment income
|
0.
40
|
0.
16
|
0.22
|
0.2
7
|
0.
33
|
|
Net gains or losses on
securities (both realized
and unrealized)
|
(
5.23
)
|
(
2.31
)
|
2.79
|
2.
66
|
2.
20
|
|
Total from investment
operations
|
(
4.83
)
|
(
2.15
)
|
3.01
|
2.93
|
2.
53
|
|
Less Distributions
|
|
|
|
|
|
|
Dividends (from net
investment income)
|
(0.
16
)
|
(0.
36
)
|
(0.14
)
|
(0.
22
)
|
(0.
2
7
)
|
|
Distributions (from
capital gains)
|
(
1.42
)
|
|
|
(0.02
)
|
(0.0
1
)
|
|
Returns of capital
|
|
|
|
|
|
|
Total distributions
|
(
1.58
)
|
(0.
36
)
|
(0.14
)
|
(0.
2
4
)
|
(0.
2
8
)
|
|
Net asset value,
end of period
|
$
1
5.28
|
$
1
2.77
|
$
15.64
|
$
18.33
|
$
20.58
|
|
Total return
|
(
2
3.98
)
%
|
(
14.51
)
%
|
23.83
%
|
18.89
%
|
13.90
%
|
|
Ratios/Supplemental Data
|
|
|
|
|
|
|
Net assets, end of period
(in millions)
|
$
814
|
$
643
|
$
800
|
$
784
|
$
7
95
|
|
Ratio of expenses to
average net assets
|
1.09
%
|
1.11
%
|
1.12
%
|
1.
07
%
|
1.
0
6
%
|
|
Ratio of net income to
average net assets
|
2.
03
%
|
1.03
%
|
1.56
%
|
1.
3
6
%
|
1.
65
%
|
|
Portfolio turnover rate
|
5.8
%
|
16
.1
%
|
23.1
%
|
22.5
%
|
82.0
%
|
|
*
Per share amounts calculated using average shares outstanding method.
Table 6
Financial Highlights
(continued)
|
Year ended
October
31
|
|
|
|
|
|
Global Stock Fund
|
200
1
|
200
2
|
200
3
|
200
4
|
200
5*
|
|
|
|
|
|
|
|
|
Net asset value,
beginning of period
|
$
18.04
|
$
12.96
|
$
1
0.90
|
$
13.07
|
$
14.57
|
|
Income From Investment Operations
|
|
|
|
|
|
|
Net investment income
|
0.
14
a
|
0.
02
a
|
0.
05
a
|
0.
0
3
a
|
0.
0
6
a
|
|
Net gains or losses on
securities (both realized
and unrealized)
|
(
4.41
)
|
(
1.96
)
|
2.
15
|
1.52
|
3.46
|
|
Total from investment
operations
|
(
4.
27
)
|
(
1.94
)
|
2.20
|
1.55
|
3.52
|
|
Less Distributions
|
|
|
|
|
|
|
Dividends (from net
investment income)
|
(
0.02
)
|
(0.
12
)
|
(0.
03
)
|
(0.
0
4
)
|
(0.
0
8
)
|
|
Distributions (from
capital gains)
|
(
0.79
)
|
|
|
(0.01
)
|
|
|
Returns of capital
|
|
|
|
|
|
|
Total distributions
|
(
0.81
)
|
(0.
12
)
|
(0.
03
)
|
(0.
0
5
)
|
(0.
0
8
)
|
|
Net asset value,
end of period
|
$
1
2.96
|
$
1
0.90
|
$
1
3.07
|
$
14.5
7
|
$
1
8.01
|
|
Total return
|
(
2
4.69
)
%
a
|
(
1
5.15
)
%
a
|
2
0.24
%
a
|
11.89
%
a
|
24.24
%
a
|
|
Ratios/Supplemental Data
|
|
|
|
|
|
|
Net assets, end of period
(in
thousands
)
|
$
73,325
|
$
62,735
|
$
74,725
|
$
77,258
|
$
123,456
|
|
Ratio of expenses to
average net assets
|
1.
20
%
a
|
1.
20
%
a
|
1.20
%
a
|
1.
2
0
%
a
|
1.
18
%
a
|
|
Ratio of net income to
average net assets
|
0.89
%
a
|
0.20
%
a
|
0.42
%
a
|
0.
2
2
%
a
|
0.
39
%
a
|
|
Portfolio turnover rate
|
5
2.3
%
|
48.4
%
|
38.7
%
|
72.3
%
|
154.8
%
|
|
*
Per share amounts calculated using average shares outstanding method.
a
Excludes expenses in excess of a 1.
0
0% contractual expense limitation in effect through
February
2
9
, 200
8
,
and expenses in excess of a 1.20
%
contractual
expense limitation in effect through October 1, 2005
.
PAGE
41
Table 6
Financial Highlights
(continued)
|
Year ended
October
31
|
|
|
|
|
|
International Discovery
Fund
|
200
1
|
200
2
|
200
3
|
200
4
|
200
5*
|
|
|
|
|
|
|
|
|
Net asset value,
beginning of period
|
$
34.52
|
$
1
9.28
|
$
1
5.34
|
$
25.21
|
$
29.48
|
|
Income From Investment Operations
|
|
|
|
|
|
|
Net investment income
|
0.
06
|
0.
0
1
|
0.
0
8
|
0.
0
7
|
0.
19
|
|
Net gains or losses on
securities (both realized
and unrealized)
|
(
9.49
)
|
(
3.95
)
|
9.79
|
4.33
|
7.68
|
|
Total from investment
operations
|
(
9.43
)
|
(
3
.94
)
|
9.87
|
4.40
|
7.87
|
|
Less Distributions
|
|
|
|
|
|
|
Dividends (from net
investment income)
|
|
|
|
(0.08
)
|
(0.0
1
)
|
|
Distributions (from
capital gains)
|
(
5.83
)
|
|
|
(0.06
)
|
(0.0
3
)
|
|
Returns of capital
|
|
|
|
|
|
|
Total distributions
|
(
5.83
)
|
|
|
(0.14
)
|
(0.
04
)
|
|
Redemption fees added to
paid-in-capital
|
0.02
|
|
|
0.01
|
|
|
Net asset value,
end of period
|
$
19.28
|
$
1
5.34
|
$
25.21
|
$
29.48
|
$
37.31
|
|
Total return
|
(
31.90
)
%
|
(
20.44
)
%
|
64.3
4
%
|
17.58
%
|
26.72
%
|
|
Ratios/Supplemental Data
|
|
|
|
|
|
|
Net assets, end of period
(in
thousands
)
|
$
500,403
|
$
359,514
|
$
652,046
|
$
879,580
|
$
1,291,222
|
|
Ratio of expenses to
average net assets
|
1.
38
%
|
1.
44
%
|
1.41
%
|
1.
32
%
|
1.
28
%
|
|
Ratio of net income to
average net assets
|
0.
25
%
|
0.
06
%
|
0.4
6
%
|
0.
2
8
%
|
0.
54
%
|
|
Portfolio turnover rate
|
59.1
%
|
93.9
%
|
115.9
%
|
106.4
%
|
85.3
%
|
|
*
Per share amounts calculated using average shares outstanding method.
Table 6
Financial Highlights
(continued)
|
Year ended
October
31
|
|
|
|
|
|
International Growth &
Income Fund
|
200
1
|
2
00
2
|
2003
|
200
4
|
200
5*
|
|
|
|
|
|
|
|
|
Net asset value,
beginning of period
|
$
10.75
|
$
8.19
|
$
7.34
|
$
9.40
|
$
11.39
|
|
Income From Investment Operations
|
|
|
|
|
|
|
Net investment income
|
0.11
a
|
0.0
9
a
|
0.02
a
|
0.
1
2
a
|
0.
2
7
|
|
Net gains or losses on
securities (both realized
and unrealized)
|
(1.90
)
|
(0.84
)
|
2.13
|
1.91
|
2.09
|
|
Total from investment
operations
|
(1.79
)
|
(0.75
)
|
2.15
|
2.
03
|
2.
36
|
|
Less Distributions
|
|
|
|
|
|
|
Dividends (from net
investment income)
|
(0.13
)
|
(0.10
)
|
(0.08
)
|
(0.0
4
)
|
(0.
11
)
|
|
Distributions (from
capital gains)
|
(0.64
)
|
|
(0.01
)
|
|
(0.01
)
|
|
Returns of capital
|
|
|
|
|
|
|
Total distributions
|
(0.77
)
|
(0.10
)
|
(0.09
)
|
(0.0
4
)
|
(0.
12
)
|
|
Net asset value,
end of period
|
$
8.19
|
$
7.34
|
$
9.40
|
$
11.39
|
$
13.63
|
|
Total return
|
(17.99
)
%
a
|
(9.31
)
%
a
|
29.66
%
a
|
21.66
%
a
|
20.86
%
|
|
Ratios/Supplemental Data
|
|
|
|
|
|
|
Net assets, end of period
(in thousands)
|
$
8,500
|
$
10,654
|
$
114,999
|
$
437,974
|
$
877,652
|
|
Ratio of expenses to
average net assets
|
1.
2
5
%
a
|
1.
2
5
%
a
|
1.25
%
a
|
1.25
%
a
|
0.99
%
|
|
Ratio of net income to
average net assets
|
1.24
%
a
|
1.25
%
a
|
1.36
%
a
|
1.
71
%
a
|
2.08
%
|
|
Portfolio turnover rate
|
8
.5
%
|
24.6
%
|
53.2
%
|
45.8
%
|
26.9
%
|
|
*
Per share amounts calculated using average shares outstanding method.
a
Excludes expenses in excess of a 1.
2
5% contractual expense limitation in effect through February
28, 2005
.
PAGE
43
Table
6
Financial Highlights
(continued)
|
Year ended October 31
|
|
|
|
|
|
International Stock Fund
|
200
1
|
200
2
|
200
3
|
20
0
4
|
20
0
5
*
|
|
|
|
|
|
|
|
|
Net asset value,
beginning of period
|
$
16.11
|
$
1
0.65
|
$
8.87
|
$
10.66
|
$
11.83
|
|
Income From Investment Operations
|
|
|
|
|
|
|
Net investment income
|
0.29
|
0.
11
|
0.14
|
0.1
5
|
0.1
9
|
|
Net gains or losses on
securities (both realized
and unrealized)
|
(4.48
)
|
(
1.56
)
|
1.76
|
1.
18
|
2.00
|
|
Total from investment
operations
|
(4.19
)
|
(
1.45
)
|
1.90
|
1.
33
|
2.19
|
|
Less Distributions
|
|
|
|
|
|
|
Dividends (from net
investment income)
|
(0.09
)
|
(0.
30
)
|
(
0.11
)
|
(
0.1
3
)
|
(
0.1
5
)
|
|
Distributions (from
capital gains)
|
(1.18
)
|
(
0.03
)
|
|
(0.03
)
|
|
|
Returns of capital
|
|
|
|
|
|
|
Total distributions
|
(1.27
)
|
(
0.33
)
|
(
0.11
)
|
(
0.1
6
)
|
(
0.1
5
)
|
|
Net asset value,
end of period
|
$
10.65
|
$
8.87
|
$
10.66
|
$
11.83
|
$
13.87
|
|
Total return
|
(28.17
)%
|
(
14.19
)%
|
21.69
%
|
12.59
%
|
18.66
%
|
|
Ratios/Supplemental Data
|
|
|
|
|
|
|
Net assets, end of period
(in millions)
|
$
6,370
|
$
4,773
|
$
4,874
|
$
4,8
05
|
$
5,284
|
|
Ratio of expenses to
average net assets
|
0.90
%
|
0.9
2
%
|
0.95
%
|
0.9
2
%
|
0.
89
%
|
|
Ratio of net income to
average net assets
|
2.14
%
|
0.96
%
|
1.39
%
|
1.
22
%
|
1.47
%
|
|
Portfolio turnover rate
|
17.4
%
|
21.6
%
|
25.2
%
|
2
8
.2
%
|
62.7
%
|
|
*
Per share amounts calculated using average shares outstanding method.
Table 6
Financial Highlights
(continued)
|
Year ended
October
31
|
|
|
|
|
|
Japan Fund
|
200
1
|
200
2
|
200
3
|
200
4
|
200
5*
|
|
|
|
|
|
|
|
|
Net asset value,
beginning of period
|
$
1
1.59
|
$
6.58
|
$
5.06
|
$
7.12
|
$
7.89
|
|
Income From Investment Operations
|
|
|
|
|
|
|
Net investment income
|
(
0.
0
4
)
|
(
0.
0
4
)
|
(
0.
0
2
)
|
(
0.
0
2
)
|
|
|
Net gains or losses on
securities (both realized
and unrealized)
|
(
3.77
)
|
(
1.
48
)
|
2.
08
|
0.79
|
2.30
|
|
Total from investment
operations
|
(
3.81
)
|
(
1.
52
)
|
2.
06
|
0.77
|
2.30
|
|
Less Distributions
|
|
|
|
|
|
|
Dividends (from net
investment income)
|
|
|
|
|
|
|
Distributions (from
capital gains)
|
(
1.20
)
|
|
|
|
|
|
Returns of capital
|
|
|
|
|
|
|
Total distributions
|
(
1.20
)
|
|
|
|
|
|
Net asset value,
end of period
|
$
6.58
|
$
5.06
|
$
7.12
|
$
7.
89
|
$
10.19
|
|
Total return
|
(
36.45
)
%
|
(
23.10
)
%
|
40.71
%
|
10.81
%
|
29.15
%
|
|
Ratios/Supplemental Data
|
|
|
|
|
|
|
Net assets, end of period
(in
thousands
)
|
$
146,406
|
$
101,879
|
$
170,707
|
$
199,874
|
$
311,605
|
|
Ratio of expenses to
average net assets
|
1.
2
5
%
|
1.
35
%
|
1.
38
%
|
1.
21
%
|
1.18
%
|
|
Ratio of net income to
average net assets
|
(0.43
)
%
|
(
0.
6
0
)
%
|
(
0.4
3
)
%
|
(
0.
26
)
%
|
0.04
%
|
|
Portfolio turnover rate
|
45.8
%
|
104.2
%
|
254.7
%
|
212.4
%
|
161.2
%
|
|
*
Per share amounts calculated using shares outstanding method.
PAGE
45
Table 6
Financial Highlights
(continued)
|
Year ended
October
31
|
|
|
|
|
|
Latin America Fund
|
200
1
|
200
2
|
200
3
|
200
4
|
200
5*
|
|
|
|
|
|
|
|
|
Net asset value,
beginning of period
|
$
10.19
|
$
8.21
|
$
7.25
|
$
10.32
|
$
13.74
|
|
Income From Investment Operations
|
|
|
|
|
|
|
Net investment income
|
0.
15
|
0.
18
|
0.
13
|
0.
26
|
0.
2
9
|
|
Net gains or losses on
securities (both realized
and unrealized)
|
(
2.0
9
)
|
(
0.79
)
|
2.94
|
3.31
|
9.36
|
|
Total from investment
operations
|
(
1.94
)
|
(
0.61
)
|
3.0
7
|
3.57
|
9.65
|
|
Less Distributions
|
|
|
|
|
|
|
Dividends (from net
investment income)
|
(0.04
)
|
(0.29
)
|
|
(0.16
)
|
(0.
21
)
|
|
Distributions (from
capital gains)
|
|
(0.06
)
|
|
|
|
|
Returns of capital
|
|
|
|
|
|
|
Total distributions
|
(
0.04
)
|
(0.35
)
|
|
(0.16
)
|
(0.
21
)
|
|
Redemption fees added to
paid-in-capital
|
|
|
|
0.01
|
0.0
3
|
|
Net asset value,
end of period
|
$
8.21
|
$
7.25
|
$
10.32
|
$
13.74
|
$
23.21
|
|
Total return
|
(
19.10
)
%
|
(
8.15
)
%
|
42.34
%
|
35.07
%
|
71.28
%
|
|
Ratios/Supplemental Data
|
|
|
|
|
|
|
Net assets, end of period
(in
thousands
)
|
$
155,239
|
$
126,905
|
$
166,059
|
$
241,913
|
$
852,788
|
|
Ratio of expenses to
average net assets
|
1.
49
%
|
1
.53
%
|
1.55
%
|
1.41
%
|
1.
29
%
|
|
Ratio of net income to
average net assets
|
1.40
%
|
1.88
%
|
1.55
%
|
2.22
%
|
1.55
%
|
|
Portfolio turnover rate
|
29.9
%
|
21.0
%
|
27.4
%
|
34.8
%
|
17.8
%
|
|
*
Per share amounts calculated using average shares outstanding method.
Table 6
Financial Highlights
(continued)
|
Year ended
October
31
|
|
|
|
|
|
New Asia Fund
|
200
1
|
200
2
|
200
3
|
200
4
|
200
5*
|
|
|
|
|
|
|
|
|
Net asset value,
beginning of period
|
$
7.12
|
$
5.11
|
$
5.68
|
$
8.14
|
$
8.
82
|
|
Income From Investment Operations
|
|
|
|
|
|
|
Net investment income
|
0.
03
|
0.
0
3
|
0.
0
6
|
0.10
|
0.1
5
|
|
Net gains or losses on
securities (both realized
and unrealized)
|
(
2.04
)
|
0.54
|
2.
44
|
0.65
|
2.39
|
|
Total from investment
operations
|
(
2.01
)
|
0.57
|
2.
5
0
|
0.75
|
2.54
|
|
Less Distributions
|
|
|
|
|
|
|
Dividends (from net
investment income)
|
|
|
(0.
0
4
)
|
(0.
0
6
)
|
|
|
Distributions (from
capital gains)
|
|
|
|
(0.01
)
|
(0.0
5
)
|
|
Returns of capital
|
|
|
|
|
|
|
Total distributions
|
|
|
(0.
0
4
)
|
(0.
0
7
)
|
(0.
0
5
)
|
|
Net asset value,
end of period
|
$
5.11
|
$
5.68
|
$
8.14
|
$
8.82
|
$
11.31
|
|
Total return
|
(
28.23
)
%
|
11
.15
%
|
44.30
%
|
9.28
%
|
28.91
%
|
|
Ratios/Supplemental Data
|
|
|
|
|
|
|
Net assets, end of period
(in million
s
)
|
$
527
|
$
562
|
$
826
|
$
877
|
$
1,286
|
|
Ratio of expenses to
average net assets
|
1.
2
2
%
|
1.
17
%
|
1.
17
%
|
1.
09
%
|
1.
0
5
%
|
|
Ratio of net income to
average net assets
|
0.
4
9
%
|
0.
53
%
|
1.06
%
|
1.
12
%
|
1.
38
%
|
|
Portfolio turnover rate
|
49.0
%
|
72.0
%
|
71
.7
%
|
7
2.3
%
|
55.9
%
|
|
*
Per share amounts calculated using average shares outstanding method.
PAGE
47
Investing With T. Rowe Price 4
Account Requirements and Transaction Information
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
net asset value (
NAV
)
on the redemption date.
Transaction Confirmations
We send immediate confirmations for most of your fund transactions, but some, such as systematic purchases
,
divi
dend 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 Share
holder 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 institu
tional accounts. For procedures regarding employer-sponsored retirement plans, please call T.
Rowe Price Trust Com
pany or consult your plan administrator. For institutional account procedures, please call your designated account
manager or service representative.
We do not accept third-party checks, except for IRA
r
ollover checks that are properly endorsed. In addition, T.
Rowe
Price does not accept purchases made by credit card check
, cash
,
or traveler
`
s checks
.
Opening a New Account
$2,500 minimum initial investment; $1,000 for retirement plans or gifts or transfers to minors (UGMA
/
UTMA) accounts
($25,000 minimum initial investment for Summit Funds only)
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.
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. Entities are also required to provide documents
such as articles of incorporation, partnership agreements, trust documents, and other applicable
records
.
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.)
Account Registration
If you own other T.
Rowe Price funds, be sure to register any new account just like your existing accounts so you can
exchange among them easily. (The name and account type
must
be identical.)
For joint accounts or other types of accounts owned or controlled by more than one party, either owner/party has com
plete 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).
PAGE
49
By Mail
Please make your check payable to T.
Rowe Price Funds (otherwise it will be returned)
,
and send your check, together
with the New Account Form, to the appropriate address below:
via U.S. Postal Service
T.
Rowe Price Account Services
P.O. Box 17300
Baltimore, MD 21297-1300
via private carriers/overnight services
T.
Rowe Price Account Services
Mailcode 17300
4515 Painters Mill Road
Owings Mills, MD 21117-4903
By Wire
Call Investor Services for an account number and
wir
ing instructions.
In order to obtain an account number, you must supply the name,
date of birth,
Social
S
ecurity or employer identifi
cation 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 account 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
transfer
s
(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
Call Shareholder Services or use Tele*Access
SM
or your personal computer (see Automated Services under Information
About Your Services). The new account will have the same registration as the account from which you are exchanging.
Services for the new account may be carried over by telephone request if they are preauthorized on the existing
account. For limitations on exchanging, see the explanation of Excessive Trading under Transaction Procedures and
Special Requirements.
In Person
Drop off your New Account Form at any location listed on the back cover and obtain a receipt.
Purchasing Additional Shares
$100 minimum additional purchase
($1,000 for Summit Funds);
$50 minimum
for retirement plans and gifts or transfers to
minors (UGMA/UTMA) accounts; $50
minimum
for
Automatic Asset Builde
r
(
$
100
for Summit Funds
)
By ACH Transfer
Use Tele*Access
SM
or your personal computer or call Shareholder Services if you have established electronic transfers
using the ACH system.
By Wire
Call Shareholder Services or
access troweprice.com for wiring 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.
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
You can move money from one account to an existing
,
identically registered account or open a new identically regis
tered account. Remember, exchanges are purchases and sales for tax purposes. (Exchanges into a state tax-free fund are
limited to investors living in states where the fund is registered.)
For exchange policies, please see Transaction Proce
dures and Special Requirements
Excessive
and Short-Term
Trading.
Redemptions
Redemption proceeds can be mailed to your account address, sent by ACH transfer to your bank, or wired to your
bank (provided your bank information is already on file). For charges, see Electronic Transfers
By Wire under Infor
mation About Your Services. Please note that large
purchase and
redemption requests initiated through automated ser
vices
, including the National Securities Clearing Corporation (NSCC),
may be
rejected and, in such instances, the
transaction must be placed by contacting
a service representative.
If you request to redeem a specific dollar amount, and the market value of your account is less than the amount of your
request, we will redeem all shares from your account.
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
If you find our phones busy during unusually volatile markets, please consider placing your order by your personal
computer or Tele*Access
SM
(if you have previously authorized these services), mailgram, or express mail.
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:
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
PAGE
51
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 authorize the telephone redemption service.
Online
Customers with Account Access can electronically exchange shares between identically registered T.
Rowe Price
accounts and electronically redeem shares from their mutual fund accounts.
Rights Reserved by the Funds
T.
Rowe Price funds and their agents reserve the following rights: (1)
to waive or lower investment minimums; (2)
to
accept initial purchases by telephone or mailgram; (3)
to refuse any purchase or exchange order; (4)
to cancel or
rescind any purchase or exchange order
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 tim
ing,
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 between the registered or benefi
cial account owners or there is reason to believe a fraudulent transaction may occur; (
7
)
to otherwise modify the condi
tions of purchase and any services at any time; (
8
)
to waive any
wire
, small account, maintenance
,
or
fiduciary
fees
charged to a
group of
shareholder
s
;
(
9
)
to act on instructions reasonably believed to be genuine
; and (
10
)
to involun
tarily 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
.
These actions will be taken when, in the sole discretion of management, they are deemed to be in the best interest of
the fund
or if required by law
.
In an effort to protect T.
Rowe Price funds from the possible adverse effects of a substantial redemption in a large
account, as a matter of general policy, no shareholder or group of shareholders controlled by the same person or group
of persons will knowingly be permitted to purchase in excess of 5% of the outstanding shares of a fund, except upon
approval of the fund`s management.
information about your Services
Shareholder Services
1-800-225-5132
Investor Services
1-800-638-5660
Many services are available to you as a shareholder; some you receive automatically, and others you must authorize or
request on the New Account Form. By signing up for services on the New Account Form rather than later on, you avoid
having to complete a separate form and obtain a signature guarantee. This section discusses some of the services cur
rently offered. Our Services Guide, which we mail to all new shareholders, contains detailed descriptions of these and
other services.
Note:
Corporate and other institutional accounts require
documents showing the existence of the entity
to
open an
account
. Certain other fiduciary accounts (such as trusts or power of attorney arrangements) require documentation,
which may include an original or certified copy of the trust
agreement
or power of attorney to
open an account
. For
more information, call Investor Services.
Retirement Plans
We offer a wide range of plans for individuals, institutions, and large and small businesses: Traditional IRAs, Roth IRAs,
SIMPLE IRAs, SEP-IRAs, Keoghs (profit sharing, money purchase pension), 401(k)s, and 403(b)(7)s. For information
on IRAs or our no-load variable annuity, call Investor Services. For information on all other retirement plans, please
call our Trust Company at 1
800
492
7670.
Investing for College Expenses
We can help you save for future college expenses on a tax-advantaged basis.
Education
Savings Account
s (ESAs)
(formerly
known as
Education IRAs)
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 offers three 529 plans: the T.
Rowe Price College Savings Plan (a national plan sponsored by the
Education Trust of Alaska),
t
he Maryland College Investment Plan, and the University of Alaska College Savings Plan.
Account earnings are currently 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*Access
SM
1-800-638-2587
24 hours, 7 days
Tele*Access
SM
24-hour service via a toll-free number enables you to (1)
access information on fund performance, prices, distributions,
account balances, and your latest transaction; (2)
request checks, prospectuses, services forms, duplicate statements,
and tax forms; and (3)
buy, sell, and exchange shares in your accounts (see Electronic Transfers in this section).
Web Address
troweprice.com
Online Account Access
You can sign up online to conduct account transactions through our Web site on the Internet. If you subscribe to
America Online
®
, you can access our Web site via keyword "T.
Rowe Price" and conduct transactions in your account.
Plan Account Line
1-800-401-3279
This 24-hour service is similar to Tele*Access
SM
but is designed specifically to meet the needs of retirement plan inves
tors.
By Telephone and
In Person
Buy, sell, or exchange shares by calling one of our service representatives or by visiting one of our investor center loca
tions whose addresses are listed on the back cover.
Electronic Transfers
By ACH
With no charges to pay, you can move as little as $100 or as much as $
250,000
between your bank account and fund
account using the ACH system. Enter instructions via Tele*Access
SM
or your personal computer, or call Shareholder
Services.
PAGE
53
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 sav
ings over full-service brokers
.
*
We also provide a wide range of services, including:
Automated Telephone and Computer Services
You can enter stock and option orders, access quotes, and review account information around the clock by phone with
Tele-Trader or via the Internet with Account Access-Brokerage.
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 auto
matically be reinvested in additional shares of the same securities free of charge. Most securities listed on national secu
rities exchanges or N
ASDAQ
are eligible for this service.
*Services vary by firm.
T.
Rowe Price Brokerage is a division of T.
Rowe Price Investment Services, Inc., Member NASD/SIPC.
Investment Information
To help you monitor your investments and make decisions that accurately reflect your financial goals, T.
Rowe Price
offers a wide variety of information in addition to account statements. Most of this information is also available on our
Web site at
troweprice.com.
A note on mailing procedures:
If two or more members of a household own the same fund, we economize on fund
expenses by sending only one fund report and prospectus. If you need additional copies or do not want your mailings
to be "householded," please call Shareholder Services at 1-800-225-5132 or write to us at P.O. Box 17630, Baltimore,
M
D
21297-1630.
Shareholder Reports
Fund managers` annual and semiannual reviews of their strategies and performance.
PAGE
55
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 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 ser
vices to best meet your investing needs. We may also share that information with companies that perform adminis
trative 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.
O
ur Code of Ethics, which applies to all
employees, restricts the use of customer information and requires that it be held in strict confidence.
___________________________________________________________________
<R>
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.
</R>
PAGE
57
To help you achieve your financial goals, T.
Rowe Price
offers a wide range of stock, bond, and money market
investments, as well as convenient services and
informative reports.
For mutual fund or
T.
Rowe Price Brokerage
information
Investor Services
1-800-638-5660
For existing accounts
Shareholder Services
1-800-225-5132
For the hearing impaired
1-800-367-0763
For performance, prices,
account information, or
to conduct transactions
Tele*Access
SM
24 hours, 7 days
1-800-638-2587
Internet address
troweprice.com
Plan Account Line
For retirement plan
investors: The
appropriate 800
number appears on
your retirement account
statement.
Investor Centers
For directions, call
1-800-225-5132 or
visit our Web site
Baltimore Area
Downtown
105 East Lombard
Street
Owings Mills
Three Financial Center
4515 Painters Mill Road
Boston Area
386 Washington Street
Wellesley
A fund Statement of Additional
Information has been filed with
the Securities and Exchange
Commission and is incorpo
rated by reference into this pro
spectus. 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 docu
ments are also available at
troweprice.com.
Fund information and
Statements of Additional
Information are also available
from the Public Reference
Room of the Securities and
Exchange Commission. Infor-
mation on the operation of the
Public Reference Room may be
obtained by calling the SEC at
1-202-942-8090. Fund reports
and other fund information are
available on the EDGAR
Database on the SEC`s Internet
site at http://www.sec.gov.
Copies of this information may
be obtained, after paying a
duplicating fee, by electronic
request at publicinfo@sec.gov,
or by writing the Public
Reference Room, Washington
D.C. 20549-0102.
Chicago Area
Northbrook
40 Skokie Boulevard
Oak Brook
1900 Spring Road
Suite 104
Colorado Springs
2260 Briargate Parkway
Los Angeles Area
Warner Center
21800 Oxnard Street
Suite 270
Woodland Hills
New Jersey Area
51 JFK Parkway
1st Floor West
Short Hills
New York Area
1100 Franklin Avenue
Suite 101
Garden City
San Francisco Area
1990 N. California Boulevard
Suite 100
Walnut Creek
Tampa
4211 W. Boy Scout Boulevard
8th Floor
Washington, D.C. Area
Downtown
900 17th Street, N.W.
Farragut Square
Tysons Corner
1600 Tysons Boulevard
Suite 150
McLean, Virginia
C01-040 12/29/06
T.
Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, MD 21202
1940 Act File No. 811-2958
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 particular to each fund, while Part II contains information that
generally applies to all of the funds in the T.
Rowe Price family of funds (
the "Price Funds"
).
The date of this Statement of Additional Information
("SAI")
is
December
29, 2006
.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. R
owe Price Blue Chip Growth Fund
Advisor Class
T. Rowe Price Blue Chip Growth Fund
R Class
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST ("California
Tax-Free
Funds")
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. Rowe Price Capital Appreciation Fund
Advisor Class
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. Rowe Price Capital Opportunity Fund
Advisor Class
T. Rowe Price Capital Opportunity Fund
R Class
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED
MID
-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. Rowe Price Dividend Growth Fund
Advisor Class
T. ROWE PRICE EQUITY INCOME FUND
T. Rowe Price Equity Income Fund
Advisor Class
T. Rowe Price Equity Income Fund
R Class
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. Rowe Price Growth Stock Fund
Advisor Class
T. Rowe Price Growth Stock Fund
R Class
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. Rowe Price High Yield Fund
Advisor Class
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
("Institutional Equity Funds")
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
PAGE
59
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 INTERNATIONAL FUNDS, INC.
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price Global Stock Fund
Advisor Class
T. Rowe Price International Bond Fund
®
T. Rowe Price International
Bond
Fund
Advisor Class
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Growth & Income Fund
Advisor Class
T. Rowe Price International Growth & Income Fund
R Class
T. Rowe Price International Stock Fund
T. Rowe Price International Stock Fund
Advisor Class
T. Rowe Price International Stock Fund
R Class
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
<R>
T. Rowe Price
Overseas Stock
Fund
</R>
T. ROWE PRICE
INTERNATIONAL INDEX FUND, INC.
T. Rowe Price
International Equity
Index
Fund
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. Rowe Price Mid-Cap Growth Fund
Advisor Class
T. Rowe Price Mid-Cap Growth Fund
R Class
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. Rowe Price Mid-Cap Value Fund
Advisor Class
T. Rowe Price Mid-Cap Value Fund
R Class
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. Rowe Price New America Growth Fund
Advisor Class
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. Rowe Price
New Income Fund
Advisor Class
T. Rowe Price New Income Fund
R Class
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC. ("Personal Strategy Funds")
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.
("
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
T. Rowe Price Retirement 2010 Fund
T. Rowe Price Retirement 2010 Fund
Advisor Class
T. Rowe Price Retirement 2010 Fund
R Class
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T. Rowe Price Retirement 2020 Fund
Advisor Class
T. Rowe Price Retirement 2020 Fund
R Class
T. Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement 2030 Fund
T. Rowe Price Retirement 2030 Fund
Advisor Class
T. Rowe Price Retirement 2030 Fund
R Class
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T. Rowe Price Retirement 2040 Fund
Advisor Class
T. Rowe Price Retirement 2040 Fund
R Class
T. Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement 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 Income Fund
T. Rowe Price Retirement Income Fund
Advisor Class
T. Rowe Price Retirement Income Fund
R
Class
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. Rowe Price Science & Technology Fund
Advisor Class
T. ROWE PRICE SHORT
TERM BOND FUND, INC.
T. Rowe Price Short-Term Bond Fund
Advisor Class
T. ROWE PRICE 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 SMALL-CAP VALUE FUND, INC.
T. Rowe Price Small-Cap Value Fund
Advisor Class
T. ROWE PRICE SPECTRUM FUND, INC. ("Spectrum Fund
s
")
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
("State Tax-Free Funds")
<R>
Georgia Tax-Free Bond Fund
</R>
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 SUMMIT FUNDS, INC. ("Summit Income Funds")
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC. ("Summit Municipal Funds")
T. Rowe Price Summit Municipal Money Market Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Income Fund
PAGE
61
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC. ("Tax-Efficient Funds")
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. Rowe Price Tax-Free Income Fund
Advisor Class
<R>
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
</R>
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC. ("U.S. Treasury Funds")
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
T. Rowe Price Value Fund
Advisor Class
Mailing Address:
T.
Rowe Price Investment Services, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
1-800-638-5660
This Statement of Additional Information is not a prospectus but should be read in conjunction with the
appropriate current fund prospectus, which may be obtained from T.
Rowe Price Investment Services, Inc.
(
"Investment Services"
).
<R>
Each fund`s
financial statements for its most recent
fiscal
period
and the
R
eport of
I
ndependent
Registered
Public Accounting Firm
are included in each fund`s
a
nnual or semiannual
r
eport and incorporated by reference
into this Statement of Additional Information.
The
Global Stock Fund
Advisor Class
,
Institutional Concentrated
Large-Cap Value Fund,
Institutional Emerging Markets Bond Fund,
Institutional Global Equity Fund
,
Overseas
Stock Fund,
and Short-Term Income Fund
ha
ve
not been in existence for a long enough time to have complete
financial statements.
</R>
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>
PART I
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
Page
|
|
|
Page
|
|
|
|
|
|
Management of the Funds
|
10
|
|
Portfolio Transactions
|
11
3
|
Principal Holders of Securities
|
6
7
|
|
Independent Registered Public
Accounting Firm
|
13
3
|
Investment Management Agreements
|
89
|
|
Related Performance Information
|
137
|
Other Shareholder Services
|
10
6
|
|
Part II
|
13
8
|
Distributor for the Funds
|
1
10
|
|
|
|
</R>
References to the following are as indicated:
Internal Revenue Code of 1986 (
"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 plan
recordkeepers, and others.
TRP
Government Reserve Investment and
TRP
Reserve Investment 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
f
or institutional investors.
Institutional investors
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.
<R>
Fund
|
Fund Category
|
Fiscal Year
End
|
Annual
Report Date
|
Semiannual
Report Date
|
Prospectus
Date
|
Balanced
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Blue Chip Growth
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Blue Chip Growth Fund
Advisor Class
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Blue Chip Growth Fund
R
Class
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Blue Chip Growth Portfolio
|
Equity
Variable Annuity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Blue Chip Growth Portfolio
II
|
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 Fund
Advisor Class
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Capital Opportunity
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Capital Opportunity Fund
Advisor Class
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Capital Opportunity Fund
R
Class
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Corporate Income
|
Taxable Bond
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
Developing Technologies
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Diversified Mid-Cap Growth
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Diversified Small-Cap Growth
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Dividend Growth
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Dividend Growth Fund
Advisor Class
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Emerging Europe &
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 Fund
Advisor
Class
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Equity Income Fund
R
Class
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Equity Income Portfolio
|
Equity
Variable Annuity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Equity Income Portfolio
II
|
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
|
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
|
G
eorgia Tax-Free Bond
|
State Tax-Free Bond
|
Feb 28
|
Feb 28
|
Aug 30
|
July 1
|
Global Stock
|
International Equity
|
Oct 31
|
Oct 31
|
Apr 30
|
March 1
|
Global Stock Fund
Advisor
Class
|
International Equity
|
Oct 31
|
Oct 31
|
Apr 30
|
March 1
|
Global Technology
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
GNMA
|
Taxable Bond
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
TRP Government Reserve
Investment
|
Taxable Money
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
Growth & Income
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Growth Stock
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Growth Stock Fund
Advisor
Class
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Growth Stock Fund
R
Class
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Health Sciences
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Health Sciences Portfolio
|
Equity
Variable Annuity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Health Sciences Portfolio
II
|
Equity
Variable Annuity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
High Yield
|
Taxable Bond
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
High Yield Fund
Advisor Class
|
Taxable Bond
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
Inflation Protected Bond
|
Taxable Bond
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
Institutional
Concentrated
Large-Ca
p
Value
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 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 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 High Yield
|
Taxable Bond
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
Institutional
Concentrated
Large-Ca
p Value
|
Equity
|
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
Growth
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Institutional Small-Cap Stock
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
International Bond
|
International Bond
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
International Bond Fund
Advisor Class
|
International Bond
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
International Discovery
|
International Equity
|
Oct 31
|
Oct 31
|
Apr 30
|
March 1
|
International Equity Index
|
International Equity
|
Oct 31
|
Oct 31
|
Apr 30
|
March 1
|
International Growth &
Income
|
International Equity
|
Oct 31
|
Oct 31
|
Apr 30
|
March 1
|
International Growth &
Income Fund
Advisor Class
|
International Equity
|
Oct 31
|
Oct 31
|
Apr 30
|
March 1
|
International Growth &
Income Fund
R
Class
|
International Equity
|
Oct 31
|
Oct 31
|
Apr 30
|
March 1
|
International Stock
|
International Equity
|
Oct 31
|
Oct 31
|
Apr 30
|
March 1
|
International Stock Fund
Advisor Class
|
International Equity
|
Oct 31
|
Oct 31
|
Apr 30
|
March 1
|
International Stock Fund
R
Class
|
International Equity
|
Oct 31
|
Oct 31
|
Apr 30
|
March 1
|
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 Portfolio
II
|
Bond
Variable Annuity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Maryland Short-Term Tax-Free
Bond
|
State Tax-Free Bond
|
Feb 28
|
Feb 28
|
Aug 30
|
July 1
|
Maryland Tax-Free Bond
|
State Tax-Free Bond
|
Feb 28
|
Feb 28
|
Aug 30
|
July 1
|
Maryland Tax-Free Money
|
State Tax-Free Money
|
Feb 28
|
Feb 28
|
Aug 30
|
July 1
|
Media & Telecommunications
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Mid-Cap Growth
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Mid-Cap Growth Fund
Advisor Class
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Mid-Cap Growth Fund
R
Class
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Mid-Cap Growth Portfolio
|
Equity
Variable Annuity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Mid-Cap Growth Portfolio
II
|
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
Advisor
Class
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Mid-Cap Value Fund
R
Class
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
New America Growth
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
New America Growth Fund
Advisor Class
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
New 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 Horizons
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
New Income
|
Taxable Bond
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
New Income Fund
Advisor
Class
|
Taxable Bond
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
New Income Fund
R
Class
|
Taxable Bond
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
New Jersey Tax-Free Bond
|
State Tax-Free Bond
|
Feb 28
|
Feb 28
|
Aug 30
|
July 1
|
New York Tax-Free Bond
|
State Tax-Free Bond
|
Feb 28
|
Feb 28
|
Aug 30
|
July 1
|
New York Tax-Free Money
|
State Tax-Free Money
|
Feb 28
|
Feb 28
|
Aug 30
|
July 1
|
Overseas Stock
|
International Equity
|
Oct 31
|
Oct 31
|
Apr 30
|
March 1
|
Personal Strategy Balanced
|
Blended
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
Personal Strategy 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
|
Taxable Money
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
Prime Reserve Portfolio
|
Money
Variable Annuity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Real Estate
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Real Estate Fund
Advisor Class
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
TRP Reserve Investment
|
Taxable Money
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
Retirement 2005
|
Fund-of-Funds
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
Retirement 2010
|
Fund-of-Funds
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
Retirement 2010 Fund
Advisor
Class
|
Fund-of-Funds
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
Retirement 2010 Fund
R
Class
|
Fund-of-Funds
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
Retirement 2015
|
Fund-of-Funds
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
Retirement 2020
|
Fund-of-Funds
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
Retirement 2020 Fund
Advisor
Class
|
Fund-of-Funds
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
Retirement 2020 Fund
R
Class
|
Fund-of-Funds
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
Retirement 2025
|
Fund-of-Funds
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
Retirement 2030
|
Fund-of-Funds
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
Retirement 2030 Fund
Advisor
Class
|
Fund-of-Funds
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
Retirement 2030 Fund
R
Class
|
Fund-of-Funds
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
Retirement 2035
|
Fund-of-Funds
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
Retirement 2040
|
Fund-of-Funds
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
Retirement 2040 Fund
Advisor
Class
|
Fund-of-Funds
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
Retirement 2040 Fund
R
Class
|
Fund-of-Funds
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
Retirement 2045 Fund
|
Fund-of-Funds
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
Retirement 20
5
0
|
Fund-of-Funds
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
Retirement 2050 Fund
Advisor
Class
|
Fund-of-Funds
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
Retirement
2050 Fund
R
Class
|
Fund-of-Funds
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
Retirement
2055 Fund
|
Fund-of-Funds
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
Retirement Income
|
Fund-of-Funds
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
Retirement Income Fund
Advisor Class
|
Fund-of-Funds
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
Retirement Income Fund
R
Class
|
Fund-of-Funds
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
Science & Technology
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Science & Technology Fund
Advisor Class
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Short-Term Bond
|
Taxable Bond
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
Short-Term Bond Fund
Advisor Class
|
Taxable Bond
|
May 31
|
May 31
|
Nov 30
|
Oct 1
|
Short-Term 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 Fund
Advisor
Class
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Small-Cap Value
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Small-Cap Value Fund
Advisor
Class
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Spectrum Growth
|
Fund-of-Funds
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Spectrum Income
|
Fund-of-Funds
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Spectrum International
|
Fund-of-Funds
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
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 Balanced
|
Equity
|
Feb 28
|
Feb 28
|
Aug 30
|
July 1
|
Tax-Efficient Growth
|
Equity
|
Feb 28
|
Feb 28
|
Aug 30
|
July 1
|
Tax-Efficient Multi-Cap
Growth
|
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 Fund
Advisor
Class
|
Tax Free Bond
|
Feb 28
|
Feb 28
|
Aug 30
|
July 1
|
T
ax-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. 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
|
May 1
|
Value Fund
Advisor Class
|
Equity
|
Dec 31
|
Dec 31
|
June 30
|
May 1
|
Virginia Tax-Free Bond
|
State Tax-Free Bond
|
Feb 28
|
Feb 28
|
Aug 30
|
July 1
|
</R>
PAGE
63
PAGE
65
PAGE
67
MANAGEMENT OF
THE FUNDS
The officers and directors
*
of the
Price F
unds are listed below. Unless otherwise noted, the address of each is
100
Ea
st Pratt Street, Baltimore, Maryland 21202. Except as indicated, each
inside director and officer
has been
an employee of
T.
Rowe Price or T.
Rowe Price International for
five
or more
years.
Each fund
is governed by a Board
of Directors/Trustees
("Board
s
")
that meets regularly to review
a wide variety
of matters affecting the funds, including
performance,
investment program
s
,
compliance matters, advisory fees
and
expenses,
service providers
,
and other business affairs. The Boards elect
the fund
s`
officers.
The Board
s
also
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 Board members are independent of T.
Rowe Price
and
T.
Rowe
Price International.
The directors who are also employees or officers of
T.
Rowe
Price are referred to as inside or
interested directors.
Each Board currently has
three committees, described in the following paragraphs.
The Committee of Independent Directors, which consists of all of the independent directors
of the funds, is
responsible for selecting candidates for election as independent directors
to fill vacancies on each fund`s Board.
F.
Pierce Linaweaver
was
chairman of the committee
until his retirement on December
31, 2005. Effective
January
1, 2006, Anthony
W. Deering became chairman of the committee
. The committee will consider written
recommendations from shareholders for possible nominees. Shareholders should submit their recommendations
to the secretary of the funds. The
committee
held
four
formal meeting
s
in 200
5
.
The Joint Audit Committee
is
composed
of
Dona
ld
W.
Dick,
Jr.,
Karen N. Horn
,
and Theo C.
Rodgers,
all
independent directors
. The 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 audit
s
; (3)
management`s response to the findings of the most
recent audit
s
; (4)
the scope of the audit
s
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 Audit Committee
met
twice
in 200
5
.
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.
The Executive Committees of the
Short-Term Bond Fund and Spectrum Fund, on behalf of the Spectrum Income Fund, met once in 2005.
*
The term "director" is used to refer to directors or trustees, as applicable.
Independent Directors
(
a)
<R>
Name, Year of Birth, and Number
of Portfolios in Fund Complex
Overseen by Director
|
Principal Occupation(s)
During Past 5 Years
|
Other Directorships
of Public Companies
|
Jeremiah E. Casey
1940
11
7
portfolios
|
Director,
Allfirst Financial Inc. (previously First
Maryland Bankcorp) (1983 to 2002); Director,
National Life Insurance (2001 to
2005
);
Director, The Rouse Company, real estate
developers (1990 to 2004)
|
None
|
Anthony W. Deering
1945
11
7
portfolios
|
Chairman, Exeter Capital, LLC,
a
private
investment firm (2004 to present);
Director,
Vornado Real Estate Investment Trust (3/04 to
present); Director, Mercantile Bankshares (4/03
to present); Member, Advisory Board, Deutsche
Bank North America (2004 to present);
Director, Chairman of the Board, and
Chief
Executive Officer, The Rouse Company, real
estate developers
(1997 to 2004)
|
Vornado Real Estate
Investment Trust,
Mercantile Bank
shares,
Deutsche Bank North
America
|
Donald W. Dick, Jr.
1943
11
7
portfolios
|
Principal, EuroCapital Advisors, LLC, an
acquisition and management advisory firm
;
Chairman, President, and C
hief Executive
Officer
, The Haven Group, a custom
manufacturer of modular homes (1/04 to
present)
|
None
|
David K. Fagin
1938
11
7
portfolios
|
Chairman and President, Nye
Corporation (6/88
to present); Director, Canyon Resources Corp.
and
Golden Star Resources Ltd. (5/
92
to
present), and Pacific Rim Mining Corp. (2/02 to
present)
|
Golden Star Resources
Ltd., Canyon Resources
Corp., and Pacific Rim
Mining Corp.
|
Karen N. Horn
1943
11
7
portfolios
|
Director, Federal National Mortgage Association
(9/06 to present);
Managing Director and
President, Global Private Client Services, Marsh
Inc. (1999
to
2003); Managing Director and
Head of International Private Banking, Bankers
Trust (1996
to
1999)
; Director, Georgia Pacific
(5/04 to 12/05)
|
Federal National
Mortgage Assoc
i
ation,
Georgia Pacific
, Eli Lilly
and Company, and
Simon Property Group
|
F. Pierce Linaweaver
(b)
1934
|
President, F. Pierce Linaweaver & Associates,
Inc., consulting environmental and civil
engineers
|
None
|
Theo C
.
Rodgers
19
41
11
7
portfolios
|
President,
A&R Development Corporation
|
None
|
John G. Schreiber
1946
11
7
portfolios
|
Owner/President, Centaur Capital Partners,
Inc., a real estate investment company;
Partner,
Blackstone Real Estate Advisors, L.P.
|
AMLI Residential
Properties Trust
|
</R>
PAGE
69
(a)
All information about the directors was current as of December 31, 200
5
, except for the number of portfolios
which is current as of the date of this Statement of Additional Information.
(b)
Retired effective December
31, 2005
.
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 and T.
Rowe Price International. No more than two inside directors serve as
directors of any fund.
<R>
Name, Year of Birth, and Number
of Portfolios in Fund Complex
Overseen by Director
|
Principal Occupation(s)
During Past 5 Years
|
Other Directorships
of Public Companies
|
Edward C. Bernard
195
6
11
7
portfolios
|
Director and Vice President, T.
Rowe Price and
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 International,
Inc.,
T.
Rowe Price Retirement Plan Services,
Inc., T.
Rowe Price Services, Inc., and T.
Rowe
Price Savings Bank; Director, T.
Rowe Price
Global Asset Management Limited and T.
Rowe
Price Global Investment Services Limited; Chief
Executive Officer, Chairman of the Board,
Director, and President, T.
Rowe Price Trust
Company
Chairman of the Board, all funds
|
None
|
John H. Laporte
; CFA
1945
15 portfolios
|
Vice President, T.
Rowe Price, T.
Rowe Price
Group, Inc.
, and T.
Rowe Price Trust Company
President, New Horizons Fund;
Executive
V
ice
President, Spectrum Funds;
Vice President,
Diversified Small-Cap Growth Fund, Health
Sciences Fund, Personal Strategy Funds
, and
Retirement Funds
|
None
|
Mary J. Miller
; CFA
1955
3
6
portfolios
|
Director and Vice President, T.
Rowe Price;
Vice President, T.
Rowe Price Group, Inc.
President, California Tax-Free Income Trust,
Institutional Income Funds, State Tax-Free
Income Trust, Summit Municipal Funds, Tax-
Free Income Fund, and U.S. Treasury Funds;
Executive Vice President, Spectrum Funds; Vice
President, GNMA Fund, Inflation Protected
Bond Fund, Personal Strategy Funds, Prime
Reserve Fund, TRP Reserve Investment Funds,
Retirement Funds, Summit Funds, Tax-Efficient
Funds, Tax-Exempt Money Fund, Tax-Free
High Yield Fund, and Tax-Free Short-
Intermediate Fund
|
None
|
Brian C. Rogers
; CFA, CIC
1955
6
5
portfolios
|
Chief Investment Officer, Director, and Vice
President, T.
Rowe Price and T.
Rowe Price
Group, Inc.; Vice President, T.
Rowe Price Trust
Company
President, Equity Income Fund and Institutional
Equity Funds; Vice President, Capital
Appreciation Fund, Personal Strategy Funds,
Retirement Funds, Spectrum Funds, and Value
Fund
|
None
|
</R>
(a)
All information about the directors was current as of December 31, 200
5
, except for the number of portfolios
which is current as of the date of this Statement of Additional Information.
Retirement and Spectrum Funds (
individually, a "
F
und-of-
F
unds" and
collectively
,
"
F
unds-of-
F
unds")
The management of the business and affairs of the Funds-of-Funds is the responsibility of the Board of Directors
("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 possible that a conflict of interest could arise
and affect how this latter group of persons fulfill their fiduciary duties to the Funds-of-Funds and the
underlying Price funds. The directors of Funds-of-Funds believe they have structured the Funds-of-Funds to
avoid these concerns. However, conceivably, a situation could 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
PAGE
71
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
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)
.
<R>
Fund/
Corporation/Trust
|
Independent Directors
|
|
|
|
|
|
|
|
Casey
|
Deering
|
Dick
|
Fagin
|
Horn
|
Rodgers
|
Schreiber
|
Balanced
|
2005
|
2001
|
1991
|
1991
|
2003
|
2005
|
2001
|
Blue Chip Growth
|
2005
|
2001
|
1993
|
1993
|
2003
|
2005
|
2001
|
California Tax-Free Income Trust
|
2006
|
1986
|
2001
|
2001
|
2003
|
2005
|
1992
|
Capital Appreciation
|
2005
|
2001
|
1986
|
1988
|
2003
|
2005
|
2001
|
Capital Opportunity
|
2005
|
2001
|
1994
|
1994
|
2003
|
2005
|
2001
|
Corporate Income
|
2006
|
1995
|
2001
|
2001
|
2003
|
2005
|
1995
|
Developing Technologies
|
2005
|
2001
|
2000
|
2000
|
2003
|
2005
|
2001
|
Diversified Mid-Cap Growth
|
2005
|
2003
|
2003
|
2003
|
2003
|
2005
|
2003
|
Diversified Small-Cap Growth
|
2005
|
2001
|
1997
|
1997
|
2003
|
2005
|
2001
|
Dividend Growth
|
2005
|
2001
|
1992
|
1992
|
2003
|
2005
|
2001
|
Equity Income
|
2005
|
2001
|
1994
|
1988
|
2003
|
2005
|
2001
|
Equity Series
|
2005
|
2001
|
1994
|
1994
|
2003
|
2005
|
2001
|
Financial Services
|
2005
|
2001
|
1996
|
1996
|
2003
|
2005
|
2001
|
Fixed Income Series
|
2006
|
1994
|
2001
|
2001
|
2003
|
2005
|
1994
|
Global Technology
|
2005
|
2001
|
2000
|
2000
|
2003
|
2005
|
2001
|
GNMA
|
2006
|
1985
|
2001
|
2001
|
2003
|
2005
|
1992
|
Growth & Income
|
2005
|
2001
|
1982
|
1994
|
2003
|
2005
|
2001
|
Growth Stock
|
2005
|
2001
|
1980
|
1994
|
2003
|
2005
|
2001
|
Health Sciences
|
2005
|
2001
|
1995
|
1995
|
2003
|
2005
|
2001
|
High Yield
|
2006
|
1984
|
2001
|
2001
|
2003
|
2005
|
1992
|
Index Trust
|
2005
|
2001
|
1994
|
1994
|
2003
|
2005
|
2001
|
Inflation Protected Bond
|
2006
|
2002
|
2002
|
2002
|
2003
|
2005
|
2002
|
Institutional Equity
|
2005
|
2001
|
1996
|
1996
|
2003
|
2005
|
2001
|
Institutional Income
|
2006
|
2002
|
2002
|
2002
|
2003
|
2005
|
2002
|
Institutional International
|
2006
|
1991
|
1989
|
2001
|
2003
|
2006
|
2001
|
International
|
2006
|
1991
|
1988
|
2001
|
2003
|
2006
|
2001
|
International Index
|
2006
|
2000
|
2000
|
2001
|
2003
|
2006
|
2001
|
International Series
|
2006
|
1994
|
1994
|
2001
|
2003
|
2006
|
2001
|
Media & Telecommunications
|
2005
|
2001
|
1997
|
1997
|
2003
|
2005
|
2001
|
Mid-Cap Growth
|
2005
|
2001
|
1992
|
1992
|
2003
|
2005
|
2001
|
Mid-Cap Value
|
2005
|
2001
|
1996
|
1996
|
2003
|
2005
|
2001
|
New America Growth
|
2005
|
2001
|
1985
|
1994
|
2003
|
2005
|
2001
|
New Era
|
2005
|
2001
|
1994
|
1988
|
2003
|
2005
|
2001
|
New Horizons
|
2005
|
2001
|
1994
|
1988
|
2003
|
2005
|
2001
|
New Income
|
2006
|
1980
|
2001
|
2001
|
2003
|
2005
|
1992
|
Personal Strategy
|
2005
|
2001
|
1994
|
1994
|
2003
|
2005
|
2001
|
Prime Reserve
|
2006
|
1979
|
2001
|
2001
|
2003
|
2005
|
1992
|
Real Estate
|
2005
|
2001
|
1997
|
1997
|
2003
|
2005
|
2001
|
TRP
Reserve Investment
|
2006
|
1997
|
2001
|
2001
|
2003
|
2005
|
1997
|
Retirement
|
2005
|
2002
|
2002
|
2002
|
2003
|
2005
|
2002
|
Science & Technology
|
2005
|
2001
|
1994
|
1994
|
2003
|
2005
|
2001
|
Short-Term Bond
|
2006
|
1983
|
2001
|
2001
|
2003
|
2005
|
1992
|
Short-Term Income
|
2006
|
2006
|
2006
|
2006
|
2006
|
2006
|
2006
|
Small-Cap Stock
|
2005
|
2001
|
1992
|
1992
|
2003
|
2005
|
2001
|
Small-Cap Value
|
2005
|
2001
|
1994
|
1994
|
2003
|
2005
|
2001
|
Spectrum
|
2005
|
2001
|
1999
|
1999
|
2003
|
2005
|
2001
|
State Tax-Free Income Trust
|
2006
|
1986
|
2001
|
2001
|
2003
|
2005
|
1992
|
Summit
|
2006
|
1993
|
2001
|
2001
|
2003
|
2005
|
1993
|
Summit Municipal
|
2006
|
1993
|
2001
|
2001
|
2003
|
2005
|
1993
|
Tax-Efficient
|
2005
|
2001
|
1997
|
1997
|
2003
|
2005
|
2001
|
Tax-Exempt Money
|
2006
|
1983
|
2001
|
2001
|
2003
|
2005
|
1992
|
Tax-Free High Yield
|
2006
|
1984
|
2001
|
2001
|
2003
|
2005
|
1992
|
Tax-Free Income
|
2006
|
1983
|
2001
|
2001
|
2003
|
2005
|
1992
|
T
ax-Free Short-Intermediate
|
2006
|
1983
|
2001
|
2001
|
2003
|
2005
|
1992
|
U.S. Bond Index
|
2006
|
2000
|
2001
|
2001
|
2003
|
2005
|
2000
|
U.S. Treasury
|
2006
|
1989
|
2001
|
2001
|
2003
|
2005
|
1992
|
Value
|
2005
|
2001
|
1994
|
1994
|
2003
|
2005
|
2001
|
</R>
<R>
Fund
/Corporation/Trust
|
Inside Directors
|
|
|
|
|
Bernard
|
Laporte
|
Miller
|
R
ogers
|
Balanced
|
2006
|
|
|
2006
|
Blue Chip Growth
|
2006
|
|
|
2006
|
California Tax-Free Income Trust
|
2006
|
|
2004
|
|
Capital Appreciation
|
2006
|
|
|
2006
|
Capital Opportunity
|
2006
|
1994
|
|
|
Corporate Income
|
2006
|
|
2004
|
|
Developing Technologies
|
2006
|
|
|
2006
|
Diversified Mid-Cap Growth
|
2006
|
|
|
2006
|
Diversified Small-Cap Growth
|
2006
|
1997
|
|
|
Dividend Growth
|
2006
|
|
|
2006
|
Equity Income
|
2006
|
|
|
2006
|
Equity Series
|
2006
|
1994
|
|
|
Financial Services
|
2006
|
|
|
2006
|
Fixed Income Series
|
2006
|
|
2004
|
|
Global Technology
|
2006
|
|
|
2006
|
GNMA
|
2006
|
|
2004
|
|
Growth & Income
|
2006
|
|
|
2006
|
Growth Stock
|
2006
|
|
|
2006
|
Health Sciences
|
2006
|
1995
|
|
|
High Yield
|
2006
|
|
2004
|
|
Index Trust
|
2006
|
|
|
2006
|
Inflation Protected Bond
|
2006
|
|
2004
|
|
Institutional Equity
|
2006
|
|
|
2006
|
Institutional Income
|
2006
|
|
2004
|
|
Institutional International
|
2006
|
|
|
2006
|
International
|
2006
|
|
|
2006
|
International Index
|
2006
|
|
|
2006
|
International Series
|
2006
|
|
|
2006
|
Media & Telecommunications
|
2006
|
|
|
2006
|
Mid-Cap Growth
|
2006
|
|
|
2006
|
Mid-Cap Value
|
2006
|
|
|
2006
|
New America Growth
|
2006
|
1985
|
|
|
New Era
|
2006
|
|
|
2006
|
New Horizons
|
2006
|
1988
|
|
|
New Income
|
2006
|
|
2004
|
|
Personal Strategy
|
2006
|
|
|
2006
|
Prime Reserve
|
2006
|
|
2004
|
|
Real Estate
|
2006
|
|
|
2006
|
TRP
Reserve Investment
|
2006
|
|
2004
|
|
Retirement
|
2006
|
|
|
2006
|
Science & Technology
|
2006
|
1988
|
|
|
Short-Term Bond
|
2006
|
|
2004
|
|
Short-Term Income
|
2006
|
|
2006
|
|
Small-Cap Stock
|
2006
|
1994
|
|
|
Small-Cap Value
|
2006
|
1994
|
|
|
Spectrum
|
2006
|
|
|
2006
|
State Tax-Free Income Trust
|
2006
|
|
2004
|
|
Summit
|
2006
|
|
2004
|
|
Summit Municipal
|
2006
|
|
2004
|
|
Tax-Efficient
|
2006
|
|
|
2006
|
Tax-Exempt Money
|
2006
|
|
2004
|
|
Tax-Free High Yield
|
2006
|
|
2004
|
|
Tax-Free Income
|
2006
|
|
2004
|
|
T
ax-Free Short-Intermediate
|
2006
|
|
2004
|
|
U.S. Bond Index
|
2006
|
|
2004
|
|
U.S. Treasury
|
2006
|
|
2004
|
|
Value
|
2006
|
|
|
2006
|
</R>
PAGE
73
Officers
Fund
|
Name
|
Position
H
eld
W
ith Fund
|
All funds
|
Roger L. Fiery
III
Gregory S. Golczewski
Henry H. Hopkins
Julie L. Waples
Joseph A. Carrier
Patricia B. Lippert
John R. Gilner
|
Vice President
Vice President
Vice President
Vice President
Treasurer
Secretary
Chief Compliance Officer
|
<R>
Fund
|
Name
|
Position Held
With Fund
|
Balanced
|
Edmund M. Notzon III
Richard T. Whitney
E. Frederick Bair
Stephen Boesel
Wendy R. Diffenbaugh
Raymond A. Mills
Mark J. Vaselkiv
(See preceding table for remaining officers)
|
President
Executive Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
|
Blue Chip Growth
|
Larry J. Puglia
P. Robert Bartolo
Peter J. Bates
D. Kyle Cerminara
Donald J. Easley
Henry M. Ellenbogen
Thomas J. Huber
Kris H. Jenner
Jason Nogueira
Timothy E. Parker
Karen M. Regan
Robert W. Sharps
Robert W. Smith
Joshua K. Spencer
(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
|
Mary J. Miller
Joseph K. Lynagh
Konstantine B. Mallas
Hugh D. McGuirk
Steven G. Brooks
G. Richard Dent
Alan D. Levenson
James M. McDonald
Linda A. Murphy
M. Helena Condez
T. Dylan Jones
Timothy G. Taylor
(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
Assistant Vice President
Assistant Vice President
Assistant Vice President
|
Capital Appreciation
|
John D. Linehan
Jeffrey W. Arricale
David R. Giroux
Andrew M. Brooks
Mark S. Finn
David M. Lee
Michael J. McGonigle
Sudhir Nanda
Brian C. Rogers
William J. Stromberg
David J. Wallack
(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
|
Capital Opportunity
|
William J. Stromberg
Kennard W. Allen
Jeffrey W. Arricale
Laurie M. Bertner
D. Kyle Cerminara
David J. Eiswert
Mark S. Finn
Ann M. Holcomb
Michael W. Holton
Philip A. Nestico
Charles G. Pepin
Robert T. Quinn
Joshua K. Spencer
Richard T. Whitney
(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
Steven G. Brooks
Jennifer A. Callaghan
Vernon A. Reid, Jr.
Thea N. Williams
(See preceding table for remaining officers)
|
President
Executive Vice President
Vice President
Vice President
Vice President
Vice President
|
Developing Technologies
|
Jeffrey Rottinghaus
Kennard W. Allen
Laurie M. Bertner
Christopher W. Carlson
David J. Eiswert
Henry M. Ellenbogen
Hugh M. Evans III
Michael F. Sola
Joshua K. Spencer
Chirag Vasavada
Wenhua Zhang
(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
|
Diversified Mid-Cap Growth
|
Donald J. Peters
Donald J. Easley
Sudhir Nanda
Philip A. Nestico
John F. Wakeman
Mark R. Weigman
(See preceding table for remaining officers)
|
President
Vice President
Vice President
Vice President
Vice President
Vice President
|
Diversified Small-Cap Growth
|
Paul W. Wojcik
Richard T. Whitney
E. Frederick Bair
Donald J. Easley
Christopher W. Edge
John H. Laporte
Sudhir Nanda
Philip A. Nestico
Donald J. Peters
(See preceding table for remaining officers)
|
President
Executive Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
|
Dividend Growth
|
Thomas J. Huber
P. Robert Bartolo
David R. Giroux
Michael W. Holton
David M. Lee
Jason Nogueira
Timothy E. Parker
Donald J. Peters
Karen M. Regan
William J. Stromberg
(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
Stephen Boesel
Andrew M. Brooks
Mark S. Finn
David R. Giroux
Michael W. Holton
John D. Linehan
William J. Stromberg
(See preceding table for remaining officers)
|
President
Vice President
Vice
Presiden
t
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
|
Financial Services
|
Michael W. Holton
Jeffrey W. Arricale
D. Kyle Cerminara
Anna M. Dopkin
Christopher T. Fortune
Philip A. Nestico
Hwee J
an
Ng
Joseph Rohm
Federico Santilli
Gabriel Solomon
Eric L. Veiel
J. David Wagner
(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
|
Global Technology
|
Robert N. Gensler
Jeffrey Rottinghaus
Kennard W. Allen
R. Scott Berg
David J. Eiswert
May Foo
Philip A. Nestico
Hiroaki Owaki
Michael F. Sola
Joshua K. Spencer
Chirag Vasavada
Wenhua Zhang
(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
|
GNMA
|
Connice A. Bavely
Keir R. Joyce
Alan D. Levenson
Mary J. Miller
John D. Wells
(See preceding table for remaining officers)
|
President
Vice President
Vice President
Vice President
Vice President
|
Growth & Income
|
Anna M. Dopkin
Francisco Alonso
Timothy F. Bei
Laurie M. Bertner
David R. Giroux
Michael W. Holton
David M. Lee
Sudhir Nanda
Karen M. Regan
Robert W. Sharps
Joshua K. Spencer
(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
|
Growth Stock
|
Robert W. Smith
Robert W. Sharps
P. Robert Bartolo
D. Kyle Cerminara
Anna M. Dopkin
Henry M. Ellenbogen
Joseph B. Fath
Robert N. Gensler
Kris H. Jenner
D. James Prey III
Larry J. Puglia
Michael F. Sola
Joshua K. Spencer
(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
|
Health Sciences
|
Kris H. Jenner
Laurie M. Bertner
G. Mark Bussard
Susan J. Klein
John H. Laporte
Jay S. Markowitz
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
|
High Yield
|
Mark J. Vaselkiv
Andrew M. Brooks
Paul A. Karpers
Kevin P. Loome
Michael J. McGonigle
Walter P. Stuart III
Thomas E. Tewksbury
Thea N. Williams
David C. Beers
Justin T. Gerbereux
Paul M. Massaro
Brian A. Rubin
(See preceding table for remaining officers)
|
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
|
Index Trust
Equity Index 500
Extended Equity Market Index
Total Equity Market Index
|
E. Frederick Bair
Ken D. Uematsu
Wendy R. Diffenbaugh
Sudhir Nanda
Richard T. Whitney
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
Connice A. Bavely
Brian J. Brennan
Alan D. Levenson
Cheryl A. Mickel
Mary J. Miller
Edmund M. Notzon III
Vernon A. Reid, Jr.
Jennifer A. Callaghan
Michael J. Grogan
(See preceding table for remaining officers)
|
President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Assistant Vice President
Assistant Vice President
|
Institutional Equity Funds
Institutional
Concentrated Large-Ca
p Value
Institutional Large-Cap Core Growth
Institutional Large-Cap Growth
Institutional Large-Cap Value
Institutional Mid-Cap Equity Growth
Institutional Small-Cap Stock
|
Brian C. Rogers
Brian W.H. Berghuis
John D. Linehan
Gregory A. McCrickard
Larry J. Puglia
Robert W. Sharps
Robert W. Smith
Preston G. Athey
Anna M. Dopkin
David R. Giroux
M. Campbell Gunn
Thomas J. Huber
Joseph M. Milano
Charles G. Pepin
John F. Wakeman
David J. Wallack
Richard T. Whitney
(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
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
|
Institutional Income Funds
Institutional Core Plus
Institutional High Yield
|
Mary J. Miller
Brian J. Brennan
Mark J. Vaselkiv
Connice A. Bavely
Andrew M. Brooks
Michael J. Conelius
Paul A. Karpers
Ian D. Kelson
Kevin P. Loome
Michael J. McGonigle
Daniel O. Shackelford
Walter P. Stuart III
Thomas E. Tewksbury
David A. Tiberii
Thea N. Williams
David C. Beers
Justin T. Gerbereux
Paul M. Massaro
Brian A. Rubin
(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
Vice President
Vice President
Vice President
Vice President
Assistant Vice President
Assistant Vice President
Assistant Vice President
Assistant Vice President
|
Institutional International Funds
Institutional Emerging Markets Bond
Institutional Emerging Markets Equity
Institutional Foreign Equity
Institutional Global Equit
y
|
David J.L. Warren
Christopher D. Alderson
R. Scott Berg
Mark C.J. Bickford-Smith
Robert N. Gensler
M.
C
ampbell Gunn
R. Todd Ruppert
Dean Tenerelli
William F. Wendler II
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
Vice President
|
International Funds
Emerging Europe & Mediterranean
Emerging Markets Bond
Emerging Markets Stock
European Stock
Global Stock
International Bond
International Discovery
International Growth & Income
International Stock
Japan
Latin America
New Asia
Overseas Stock
|
David J.L. Warren
Mark C.J. Bickford-Smith
Frances Dydasco
Robert N. Gensler
Raymond A. Mills
Christopher D. Alderson
M. Kamran Baig
P. Robert Bartolo
R. Scott Berg
Brian J. Brennan
Michael J. Conelius
Mark J.T. Edwards
Henry M. Ellenbogen
M. Campbell Gunn
Michael W. Holton
Kris H. Jenner
Ian D. Kelson
John D. Linehan
Anh Lu
Philip A. Nestico
Charles M. Ober
David Oestreicher
Gonzalo P
a
ngaro
Christopher J. Rothery
Robert W. Sharps
Robert W. Smith
Michael F. Sola
Dean Tenerelli
Justin Thomson
William F. Wendler II
Richard T. Whitney
Edward A. Wiese
Clive Williams
Ann B. Cranmer
(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
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Assistant Vice President
|
International Index Fund
International
Equity Index
|
E. Frederick Bair
Neil Smith
Ken D. Uematsu
Richard T. Whitney
Paul W. Wojcik
(See preceding table for remaining officers)
|
President
Executive Vice President
Vice President
Vice President
Vice President
|
Media & Telecommunications
|
Robert N. Gensler
P. Robert Bartolo
Henry M. Ellenbogen
Ulle Adamson
Kara Cheseby
David J. Eiswert
Joseph B. Fath
May Foo
Jean Medecin
Curt J. Organt
D. James Prey III
Robert W. Smith
Christopher S. Whitehouse
Ernest C. Yeung
Wenhua Zhang
(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
Vice President
Vice President
Vice President
Vice President
|
Mid-Cap Growth
|
Brian W.H. Berghuis
John F. Wakeman
Kennard W. Allen
P. Robert Bartolo
Timothy F. Bei
R. Scott Berg
Henry M. Ellenbogen
Kris H. Jenner
Robert J. Marcotte
Joseph M. Milano
Jeffrey Rottinghaus
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
Vice President
Vice President
|
Mid-Cap Value
|
David J. Wallack
P. Robert Bartolo
Laurie M. Bertner
Christopher W. Carlson
Kara Cheseby
Henry M. Ellenbogen
Gregory A. McCrickard
Heather K. McPherson
Joseph M. Milano
J. David Wagner
(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
|
New America Growth
|
Joseph M. Milano
Francisco Alonso
Jeffrey W. Arricale
R. Scott Berg
Brian W.H. Berghuis
Robert J. Marcotte
Jason Nogueira
Jeffrey Rottinghaus
Robert W. Sharps
Robert W. Smith
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
|
New Era
|
Charles M. Ober
Mark S. Finn
Susan J. Klein
David M. Lee
John D. Linehan
Heather K. McPherson
Christian M. O`Neill
Timothy E. Parker
David J. Wallack
(See preceding table for remaining officers)
|
President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
|
New Horizons
|
John H. Laporte
Kennard W. Allen
Francisco Alonso
P. Robert Bartolo
R. Scott Berg
Brian W.H. Berghuis
Christopher W. Carlson
Hugh M. Evans III
Joseph B. Fath
Kris H. Jenner
Jay S. Markowitz
Jason Nogueira
Timothy E. Parker
Jeffrey Rottinghaus
Michael F. Sola
John F. Wakeman
Wenhua Zhang
Francies W. Hawks
(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
Assistant Vice President
|
New Income
|
Daniel O. Shackelford
Connice A. Bavely
Brian J. Brennan
Alan D. Levenson
Edmund M. Notzon III
Vernon A. Reid, Jr.
David A. Tiberii
Jennifer A. Callaghan
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
Stephen Boesel
Larry J. Puglia
Kenneth D. Fuller
John H. Laporte
Mary J. Miller
Raymond A. Mills
Brian C. Rogers
Charles M. Shriver
Mark J. Vaselkiv
Richard T. Whitney
(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
|
Prime Reserve
|
James M. McDonald
Steven G. Brooks
Brian E. Burns
Alisa Fiumara
Alan D. Levenson
Joseph K. Lynagh
Mary J. Miller
Susan G. Troll
Edward A. Wiese
Terri L. Hett
(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
|
Real Estate
|
David M. Lee
Richard
N
. Clattenburg
Anna M. Dopkin
Joseph B. Fath
Thomas J. Huber
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
|
TRP Reserve Investment Funds
TRP Government Reserve Investment
TRP Reserve Investment
|
James M. McDonald
Steven G. Brooks
Brian E. Burns
Alan D. Levenson
Joseph K. Lynagh
Mary J. Miller
Edward A. Wiese
Terri L. Hett
(See preceding table for remaining officers)
|
President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Assistant Vice President
|
Retirement Funds
Retirement 2005
Retirement 2010
Retirement 2015
Retirement 2020
Retirement 2025
Retirement 2030
Retirement 2035
Retirement 2040
Retirement 2045
Retirement 2050
Retirement 2055
Retirement Income
|
Edmund M. Notzon III
Stephen Boesel
Brian W.H. Berghuis
Jerome A. Clark
Kenneth D. Fuller
John H. Laporte
David M. Lee
Gregory A. McCrickard
Mary J. Miller
Larry J. Puglia
Brian C. Rogers
Mark J. Vaselkiv
David J.L. Warren
Richard T. Whitney
Edward A. Wiese
(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
Vice President
Vice President
|
Science & Technology
|
Michael F. Sola
Kennard W. Allen
Donald J. Easley
David J. Eiswert
Henry M. Ellenbogen
Robert N. Gensler
Jill L. Hauser
D. James Prey III
Jeffrey Rottinghaus
Joshua K. Spencer
Chirag Vasavada
Wenhua Zhang
(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
|
Short-Term Bond
|
Edward A. Wiese
Connice A. Bavely
Brian J. Brennan
Steven G. Brooks
Jennifer A. Callaghan
Charles B. Hill
Cheryl A. Mickel
Vernon A. Reid, Jr.
Daniel O. Shackelford
John D. Wells
Bridget A. Ebner
Michael J. Grogan
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
Vice President
Assistant Vice President
Assistant Vice President
Assistant Vice President
|
Short-Term Income
|
Edward A. Wiese
Brian J. Brennan
Brian E. Burns
Jennifer A. Callaghan
Jerome A. Clark
Wyatt A. Lee
James
M
. McDonald
Edmund M. Notzon III
Vernon A. Reid, Jr.
Michael F. Reinartz
Danniel O. Shackelford
John D. Wells
Bridget
A
. Ebner
Keir R. Joyce
|
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
|
Small-Cap Stock
|
Gregory A. McCrickard
Francisco Alonso
Preston G. Athey
Ira W. Carnahan
Hugh M. Evans III
Robert J. Marcotte
Jay S. Markowitz
Joseph M. Milano
Curt J. Organt
Jeffrey Rottinghaus
J. David Wagner
Wenhua Zhang
(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
Susan J. Klein
Gregory A. McCrickard
Curt J. Organt
J. David Wagner
David J. Wallack
Zhang Wenhua
Francies W. Hawks
(See preceding table for remaining officers)
|
President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Assistant Vice President
|
Spectrum Funds
Spectrum Growth
Spectrum Income
Spectrum International
|
Edmund M. Notzon III
John H. Laporte
Mary J. Miller
David J.L. Warren
Mark C.J. Bickford-Smith
Kenneth D. Fuller
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
Executive Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
|
State Tax-Free Income Trust
Georgia Tax-Free Bond
Maryland Short-Term Tax-Free Bond
Maryland Tax-Free Bond
Maryland Tax-Free Money
New Jersey Tax-Free Bond
New York Tax-Free Bond
New York Tax-Free Money
Virginia Tax-Free Bond
|
Mary J. Miller
Charles B. Hill
Joseph K. Lynagh
Konstantine B. Mallas
Hugh D. McGuirk
Steven G. Brooks
Jonathan M. Chirunga
G. Richard Dent
Marcy M. Lash
Alan D. Levenson
James M. McDonald
Linda A. Murphy
M. Helena Condez
T. Dylan Jones
Philip J. Kligman
Timothy G. Taylor
(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
Assistant Vice President
Assistant Vice President
Assistant Vice President
Assistant Vice President
|
Summit Funds
Summit Cash Reserves
Summit GNMA
|
Edward A. Wiese
Connice A. Bavely
James M. McDonald
Steven G. Brooks
Brian E. Burns
Alisa Fiumara
Keir R. Joyce
Alan D. Levenson
Joseph K. Lynagh
Cheryl A. Mickel
Mary J. Miller
Susan G. Troll
John D. Wells
Terri L. Hett
(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
Vice President
Vice President
Assistant Vice President
|
Summit Municipal Funds
Summit Municipal Money Market
Summit Municipal Intermediate
Summit Municipal Income
|
Mary J. Miller
Charles B. Hill
Joseph K. Lynagh
Konstantine B. Mallas
Steven G. Brooks
G. Richard Dent
Alan D. Levenson
James M. McDonald
Hugh D. McGuirk
James M. Murphy
Edward A. Wiese
M. Helena Condez
T. Dylan Jones
Philip J. Kligman
Timothy G. Taylor
(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 Balanced
Tax-Efficient Growth
Tax-Efficient Multi-Cap Growth
|
Donald J. Peters
Hugh D. McGuirk
Donald J. Easley
Jill L. Hauser
Mary J. Miller
William J. Stromberg
Mark R. Weigman
Philip J. Kligman
(See preceding table for remaining officers)
|
President
Executive Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Assistant Vice President
|
Tax-Exempt Money
|
Joseph K. Lynagh
Steven G. Brooks
G. Richard Dent
Marcy M. Lash
Alan D. Levenson
James M. McDonald
Mary J. Miller
Edward A. Wiese
M. Helena Condez
T. Dylan Jones
(See preceding table for remaining officers)
|
President
Vice President
Vice 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
Mary J. Miller
Philip J. Kligman
Timothy G. Taylor
(See preceding table for remaining officers)
|
President
Executive Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Assistant Vice President
Assistant Vice President
|
Tax-Free Income
|
Mary J. Miller
Jonathan M. Chirunga
G. Richard Dent
Charles B. Hill
Marcy M. Lash
Konstantine B. Mallas
Hugh D. McGuirk
James M. Murphy
Timothy G. Taylor
(See preceding table for remaining officers)
|
President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Assistant Vice President
|
T
ax-Free Short-Intermediate
|
Charles B. Hill
Marcy M. Lash
Konstantine B. Mallas
Hugh D. McGuirk
Mary J. Miller
Edward A. Wiese
Philip J. Kligman
Timothy G. Taylor
(See preceding table for remaining officers)
|
President
Vice President
Vice President
Vice President
Vice President
Vice President
Assistant Vice President
Assistant Vice President
|
U.S. Bond Index
|
Edmund M. Notzon III
Charles M. Shriver
Robert M. Larkins
(See preceding table for remaining officers)
|
President
Executive Vice President
Vice President
|
U.S. Treasury Funds
U.S. Treasury Intermediate
U.S. Treasury Long-Term
U.S. Treasury Money
|
Mary J. Miller
Brian J. Brennan
James M. McDonald
Cheryl A. Mickel
Steven G. Brooks
Brian E. Burns
Alan D. Levenson
Joseph K. Lynagh
Vernon A. Reid, Jr.
Daniel O. Shackelford
Michael J. Grogan
Terri L. Hett
(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
Assistant Vice President
Assistant Vice President
|
Value
|
John D. Linehan
Jeffrey W. Arricale
Stephen Boesel
Andrew M. Brooks
Kara Cheseby
David R. Giroux
Michael W. Holton
Heather K. McPherson
Brian C. Rogers
(See preceding table for remaining officers)
|
President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
|
</R>
PAGE
75
PAGE
77
PAGE
79
PAGE
81
PAGE
83
PAGE
85
PAGE
87
Officers
<R>
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 International, Inc.; formerly
student, Sussex University and Stockholm School of
Economics (to 2003); CFA
|
Vice President, Media & Telecommunications
Fund
|
Christopher D. Alderson,
1962
Vice President,
T.
Rowe Price Group, Inc.
and T.
Rowe Price
International, Inc.
|
Vice President, Institutional International Funds
and International Funds
|
Kennard W. Allen,
1977
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.
|
Vice President, Capital Opportunity Fund,
Developing Technologies Fund, Global
Technology Fund, Mid-Cap Growth Fund, New
Horizons Fund, and Science & Technology Fund
|
Francisco Alonso,
1978
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.
|
Vice President, Growth & Income Fund, New
America Growth Fund, New Horizons Fund, and
Small-Cap Stock Fund
|
R. Lee Arnold, Jr.,
1970
Vice President, T. Rowe Price
,
T. Rowe Price Group, Inc.
,
and
T. Rowe Price International, Inc.
|
Executive Vice President, Tax-Free High Yield
Fund
|
Jeffrey W. Arricale,
1971
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.;
CPA
|
Executive Vice President, Capital Appreciation
Fund; Vice President, Capital Opportunity Fund,
Equity Income Fund, Financial Services Fund,
New America Growth Fund, and Value Fund
|
Preston G. Athey,
1949
Vice President, T.
Rowe Price, T.
Rowe Price Group, Inc., and
T.
Rowe Price Trust Company
; CFA, CIC
|
President, Small-Cap Value Fund; Vice President,
Institutional Equity Funds and Small-Cap Stock
Fund
|
M. Kamran Baig,
1962
Vice President, T.
Rowe Price Group, Inc. and T.
Rowe Price
International, Inc.; formerly Head of European Research and
Senior Portfolio Manager/Research Analyst, Goldman Sachs
Asset Management (to 2004)
|
Vice President, International Funds
|
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 and
Diversified Small-Cap Growth Fund
|
P. Robert Bartolo
,
1972
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.;
CPA
|
Executive Vice President, Media &
Telecommunications Fund; Vice President, Blue
Chip Growth Fund, Dividend Growth Fund,
Growth Stock Fund,
International Funds, Mid-
Cap Growth Fund, Mid-Cap Value Fund, and
New Horizons Fund
|
Peter J. Bates,
1974
Vice President
, T. Rowe Price; formerly intern, T. Rowe Price
(to 2004) and Vice President of Finance, Rent-A-Center, Inc.
(to 2003); CFA
|
Vice President, Blue Chip Growth Fund
|
Connice
A.
Bavely,
19
51
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.
|
President, GNMA Fund; Executive Vice
President, Summit Funds; Vice President,
Inflation Protected Bond Fund,
Institutional
Income Funds, New Income Fund, and Short-
Term Bond Fund
|
David C. Beers,
1970
Assistant Vice President, T.
Rowe Price; formerly, High Yield
Analyst, Chartwell Investment Partners and Business Analyst/
Software Developer, Morgan Stanley Investment Management
(to 2004); CFA
|
Assistant Vice President, High Yield Fund and
Institutional Income Funds
|
Timothy F. Bei,
1973
Vice President, T. Rowe Price
and T.
Rowe Price Group, Inc.
;
formerly student, University of Virginia (to 2003)
|
Vice President, Growth & Income Fund and
Mid-Cap Growth Fund
|
R. Scott Berg
,
1972
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.;
formerly student, Stanford Graduate School of Business (to
2002)
|
Vice President,
Global Technology Fund,
Institutional International Funds, International
Funds, Mid-Cap Growth Fund, New America
Growth Fund, and New Horizons Fund
|
Brian W.H. Berghuis,
1958
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.;
CFA
|
President, Mid-Cap Growth Fund; Executive
Vice President, Institutional Equity Funds; Vice
President, New America Growth Fund, New
Horizons Fund, and Retirement Funds
|
Laurie M. Bertner
,
1977
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.
|
Vice President, Capital Opportunity Fund,
Developing Technologies Fund, Growth &
Income Fund, Health Sciences Fund, and Mid-
Cap Value Fund
|
Mark C.J. Bickford-Smith,
1962
Vice President, T.
Rowe Price Group, Inc. and T.
Rowe Price
International, Inc.
|
Executive Vice President, International Funds;
Vice President, Institutional International Funds
and Spectrum Funds
|
Stephen Boesel,
1944
Vice President, T.
Rowe Price, T. Rowe Price Group, Inc., and
T.
Rowe Price Trust Company
|
Executive Vice President, Personal Strategy
Funds and Retirement Funds; Vice President
Balanced Fund, Equity Income Fund, and Value
Fund
|
Brian J. Brennan,
1964
Vice President, T.
Rowe Price, T.
Rowe Price Group, Inc., and
T.
Rowe Price Trust Company; CFA
|
Executive Vice President, Institutional Income
Funds and U.S. Treasury 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, Capital Appreciation Fund,
Equity Income Fund, High Yield Fund,
Institutional Income Funds, and Value Fund
|
Steven G. Brooks,
1954
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.;
CFA
|
Vice President, California Tax-Free Funds,
Corporate Income Fund, Prime Reserve Fund,
TRP Reserve Investment Funds, Short-Term
Bond Fund, State Tax-Free Funds, Summit
Funds, Summit Municipal Funds, Tax-Exempt
Money Fund, and U.S. Treasury Funds
|
Brian E. Burns,
1960
Vice President,
T.
Rowe Price
|
Vice President, Prime Reserve Fund, TRP Reserve
Investment Funds,
Short-Term Income Fund,
Summit Funds, and U.S. Treasury Funds
|
G. Mark Bussard,
1972
Employee, T. Rowe Price; formerly Co-founder and Chief
Operating Officer, Rivanna Pharmaceuticals (to 2006);
formerly student, Darden Graduate School of Business and
University of Virginia (to 2004); Research Assistant Professor,
University of Virginia (to 2002)
|
Vice President, Health Sciences Fund
|
Jennifer A. Callaghan,
1969
Vice President,
T.
Rowe Price
|
Vice President, Corporate Income Fund
,
Short-
Term Bond Fund
, and Short-Term Income Fund
;
Assistant Vice President, Inflation Protected
Bond Fund and New Income Fund
|
Christopher W. Carlson,
1967
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.
|
Vice President, Developing Technologies Fund,
Mid-Cap Value Fund, and New Horizons Fund
|
Ira W. Carnahan,
1963
Employee, T. Rowe Price; formerly Associate Editor, Forbes
Magazine (to 2005)
|
Vice President, Small-Cap Stock Fund
|
Joseph A. Carrier,
1960
Vice President, T.
Rowe Price, T.
Rowe Price Group, Inc.,
T.
Rowe Price Investment Services, Inc., and T.
Rowe Price
Trust Company; CPA
|
Treasurer, all funds
|
D. Kyle Cerminara
,
1977
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.;
CFA
|
Vice President, Blue Chip Growth Fund, Capital
Opportunity Fund, Financial Services Fund, and
Growth Stock Fund
|
Kara Cheseby,
1963
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.;
CFA
|
Vice President, Media & Telecommunications
Fund, Mid-Cap Value Fund, and Value Fund
|
Jonathan M. Chirunga,
1966
Vice President, T.
Rowe Price
|
Vice President, State Tax-Free Funds and Tax-
Free Income Fund
|
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
|
Vice President, Retirement Funds
and Short-
Term Income Fund
|
Richard
N
. Clattenburg,
1979
Employee, T. Rowe Price; formerly Financial Analyst,
Goldman Sachs (to 2005)
|
Vice President, Real Estate Fund
|
M. Helena Condez,
1962
Assistant Vice President, T.
Rowe Price
|
Assistant Vice President, California Tax-Free
Funds, State Tax-Free Funds, Summit Municipal
Funds, and Tax-Exempt Money Fund
|
Michael J. Conelius,
1964
Vice President, T.
Rowe Price, T.
Rowe Price Group, Inc., and
T.
Rowe Price International, Inc.; CFA
|
Vice President, Institutional Income Funds and
International Funds
|
Ann B. Cranmer,
1947
Vice President, T.
Rowe Price Group, Inc. and T.
Rowe Price
International, Inc.; Vice President and Secretary, T.
Rowe Price
Global Asset Management Limited and T.
Rowe Price Global
Investment Services Limited; FCIS
|
Assistant Vice President, International Funds
|
G. Richard Dent,
1960
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.
|
Vice President, California Tax-Free Funds, State
Tax-Free Funds, Summit Municipal Funds, Tax-
Exempt Money Fund, Tax-Free High Yield Fund,
and Tax-Free Income Fund
|
Wendy R. Diffenbaugh,
1953
Vice President, T.
Rowe Price
|
Vice President, Balanced Fund and Index Trust
|
Anna M. Dopkin,
1967
Vice President, T.
Rowe Price, T.
Rowe Price Group, Inc., and
T.
Rowe Price Trust Company; CFA
|
President, Growth & Income Fund; Vice
President, Financial Services Fund, Growth
Stock Fund, Institutional Equity Funds,
and Real
Estate Fund
|
Frances Dydasco,
1966
Vice President, T.
Rowe Price Group, Inc. and T.
Rowe Price
International, Inc.
|
Executive Vice President, International Funds
|
Donald J. Easley,
1971
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.;
CFA
|
Vice President, Blue Chip Growth Fund,
Diversified Mid-Cap Growth Fund, Diversified
Small-Cap Growth Fund,
Science & Technology
Fund, and Tax-Efficient Funds
|
Bridget A. Ebner,
1970
Assistant Vice President
, T.
Rowe Price
|
Assistant Vice President, Short-Term Bond Fund
and Short-Term Income Fund
|
Christopher W. Edge,
1969
Vice President, T.
Rowe Price
and T.
Rowe Price Group, Inc.
|
Vice President, Diversified Small-Cap Growth
Fund
|
Mark J.T. Edwards,
1957
Vice President, T.
Rowe Price Group, Inc. and T.
Rowe Price
International, Inc.
|
Vice President, International Funds
|
David J. Eiswert,
1972
Vice President, T.
Rowe Price
and T.
Rowe Price Group, Inc.
;
formerly Analyst, Mellon Growth Advisors and Fidelity
Management and Research (to 2003); CFA
|
Vice President, Capital Opportunity Fund,
Developing Technologies Fund, Global
Technology Fund, Media & Telecommunications
Fund, and Science & Technology Fund
|
Henry M. Ellenbogen,
1971
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.
|
Executive Vice President, Media &
Telecommunications Fund; Vice President, Blue
Chip Growth Fund, Developing Technologies
Fund, Growth Stock Fund,
International Funds,
Mid-Cap Growth Fund, Mid-Cap Value Fund,
and Science & Technology Fund
|
Hugh M. Evans III,
1966
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.;
CFA
|
Vice President, Developing Technologies Fund,
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,
and Real Estate Fund
|
Roger L. Fiery III,
1959
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
|
Vice President, Capital Appreciation Fund,
Capital Opportunity Fund, Equity Income Fund,
and New Era Fund
|
Alisa Fiumara,
1974
Vice President, T.
Rowe Price; CFA
|
Vice President, Prime Reserve Fund and Summit
Funds
|
May Foo,
1977
Employee, T. Rowe Price; CFA
|
Vice President, Global Technology Fund and
Media & Telecommunications Fund
|
Christopher T. Fortune,
1973
Employee, T. Rowe Price; formerly intern, Hillman Capital
Management (to 2005)
|
Vice President, Financial Services Fund
|
Kenneth D. Fuller,
1958
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.
|
Vice President, Personal Strategy Funds,
Retirement Funds, and Spectrum Funds
|
Robert N. Gensler,
1957
Vice President, T.
Rowe Price, T.
Rowe Price Group, Inc., and
T. Rowe Price International, Inc.
|
President, Global Technology Fund and Media &
Telecommunications Fund; Executive Vice
President, International Funds; Vice President,
Growth Stock Fund, Institutional International
Funds, and Science & Technology Fund
|
Justin T. Gerbereux,
1975
Vice President, T. Rowe Price; formerly student, Mary
Washington College and Darden School of Business
Administration, University of Virginia
(to 2003)
; Equity
Research Intern, Mellon Growth Advisors, LLC. (to 2002); and
Senior Investment Associate and Investment Performance
Analyst, Cambridge Associates, LLC. (to 2001); CFA
|
Assistant Vice President, High Yield Fund and
Institutional Income Funds
|
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 and T.
Rowe Price Group, Inc.;
CFA
|
Executive Vice President, Capital Appreciation
Fund; Vice President,
Dividend Growth Fund,
Equity Income Fund, Growth & Income Fund,
Institutional Equity Funds, and Value Fund
|
Gregory S. Golczewski,
1966
Vice President, T.
Rowe Price and T.
Rowe Price Trust
Company
|
Vice President, all funds
|
Michael J. Grogan,
1971
Assistant Vice President, T.
Rowe Price; CFA
|
Assistant Vice President, Inflation Protected
Bond Fund, New Income Fund, Short-Term
Bond Fund, and U.S. Treasury Funds
|
M. Campbell Gunn,
1956
Vice President, T.
Rowe Price Global Investment Services
Limited, T.
Rowe Price Group, Inc., and T.
Rowe Price
International, Inc.
|
Vice President, Institutional Equity Funds,
Institutional International Funds, and
International Funds
|
Jill L. Hauser,
1958
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.
|
Vice President,
Science & Technology Fund, and
Tax-Efficient Funds
|
Francies W. Hawks,
1944
Assistant Vice President, T.
Rowe Price
|
Assistant Vice President, New Horizons Fund
and Small-Cap Value Fund
|
Terri L. Hett,
1959
Employee, T.
Rowe Price
|
Assistant Vice President, Prime Reserve Fund,
TRP Reserve Investment Funds, Summit Funds,
and U.S. Treasury Funds
|
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 Funds
and Summit Municipal Funds; Vice President,
Short-Term Bond Fund, Tax-Free High Yield
Fund, and Tax-Free Income Fund
|
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
|
Michael W. Holton,
1968
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.
|
President, Financial Services Fund; Vice
President, Capital Opportunity Fund, Dividend
Growth Fund, Equity Income Fund, Growth &
Income Fund, International Funds, and Value
Fund
|
Henry H. Hopkins,
1942
Director and Vice President, T.
Rowe Price Investment
Services, Inc., T.
Rowe Price Services, Inc., and T.
Rowe Price
Trust Company; Vice President, T.
Rowe Price, T.
Rowe Price
Group, Inc., T.
Rowe Price International, Inc., and T.
Rowe
Price Retirement Plan Services, Inc.
|
Vice President, all funds
|
Thomas J. Huber,
1966
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.;
CFA
|
President, Dividend Growth Fund; Vice
President, Blue Chip Growth Fund, Institutional
Equity Funds, and Real Estate Fund
|
Kris H. Jenner,
1962
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.;
M.D., D. Phil.
|
President, Health Sciences Fund; Vice President,
Blue Chip Growth Fund, Growth Stock Fund,
International Funds, Mid-Cap Growth Fund,
and
New Horizons Fund
|
T. Dylan Jones,
1971
Assistant Vice President, T.
Rowe Price
|
Assistant Vice President, California Tax-Free
Funds, State Tax-Free Funds, Summit Municipal
Funds, and Tax-Exempt Money Fund
|
Keir R. Joyce,
1972
Vice President, T.
Rowe Price
|
Vice President, GNMA Fund and Summit Funds;
Assistant Vice President, Short-Term Bond Fund
and Short-Term Income Fund
|
Paul A. Karpers,
1967
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.;
CFA
|
Vice President, High Yield Fund and Institutional
Income Funds
|
Ian D. Kelson,
1956
Vice President, T.
Rowe Price, T.
Rowe Price Group, Inc., and
T.
Rowe Price International, Inc.
|
Vice President, Institutional Income Funds and
International Funds
|
Susan J. Klein,
1950
Vice President, T.
Rowe Price
|
Vice President, Health Sciences Fund, New Era
Fund, and Small-Cap Value Fund
|
Philip J. Kligman,
1974
Assistant Vice President, T.
Rowe Price; CFA
|
Assistant Vice President, State Tax-Free Funds,
Summit Municipal Funds,
Tax-Efficient Funds,
Tax-Free High Yield Fund, and Tax-Free Short-
Intermediate Fund
|
Robert M. Larkins,
1973
Vice President, T.
Rowe Price; formerly student, The Wharton
School, University of Pennsylvania (to 2003); Research
Engineer, The Dow Chemical Company (to 2001)
|
Vice President, U.S. Bond Index Fund
|
Marcy M. Lash,
1963
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.
|
Vice President, State Tax-Free Funds, Tax-
Exempt Money Fund, Tax-Free High Yield Fund,
Tax-Free Income Fund, and Tax-Free Short-
Intermediate Fund
|
David M. Lee,
1962
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.;
CFA
|
President, Real Estate Fund; Vice President,
Capital Appreciation Fund, Dividend Growth
Fund, Growth & Income Fund, New Era Fund,
and Retirement Funds
|
Alan D. Levenson,
1958
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.;
Ph.D.
|
Vice President, California Tax-Free Funds,
GNMA Fund, Inflation Protected Bond Fund,
New Income Fund, Prime Reserve Fund, TRP
Reserve Investment Funds, State Tax-Free
Funds, Summit Funds, Summit Municipal
Funds, Tax-Exempt Money Fund, and
U.S.
Treasury Funds
|
John D. Linehan,
1965
Vice President, T.
Rowe Price
and
T.
Rowe Price Group, Inc.
;
CFA
|
President,
Capital Appreciation Fund and
Value
Fund; Executive Vice President, Institutional
Equity Funds; Vice President,
Equity Income
Fund, International Funds, and New Era Fund
|
Patricia B. Lippert,
1953
Assistant Vice President, T.
Rowe Price and T.
Rowe Price
Investment Services, Inc.
|
Secretary, all funds
|
Kevin P. Loome,
1967
Vice President, T.
Rowe Price
and
T.
Rowe Price Group, Inc.
;
CFA
|
Vice President, High Yield Fund and Institutional
Income Funds
|
Anh Lu,
1968
Vice President, T.
Rowe Price Group, Inc. and T.
Rowe Price
International, Inc.
|
Vice President,
International Funds
|
Joseph K. Lynagh,
1958
Vice President,
T.
Rowe Price
and
T.
Rowe Price
Group, Inc.;
CFA
|
President, Tax-Exempt Money Fund; Executive
Vice President, California Tax-Free Funds, State
Tax-Free Funds, and Summit Municipal Funds;
Vice President, Prime Reserve Fund, TRP Reserve
Investment Funds, Summit Funds, and U.S.
Treasury Funds
|
Konstantine B. Mallas,
1963
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.
|
Executive Vice President, California Tax-Free
Funds, State Tax-Free Funds, and Summit
Municipal Funds; Vice President, Tax-Free High
Yield Fund, Tax-Free Income Fund,
and Tax-
Free Short-Intermediate Fund
|
Robert J. Marcotte,
1962
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.
|
Vice President, Mid-Cap Growth Fund, New
America Growth Fund, and Small-Cap Stock
Fund
|
Jay S. Markowitz,
1962
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.;
M.D.
|
Vice President, Health Sciences Fund, New
Horizons Fund, and Small-Cap Stock Fund
|
Paul M. Massaro,
1975
Vice President, T.
Rowe Price; formerly
s
tudent, The Wharton
Business School
, University of Pennsylvania
(to 2003); Equity
Research Employee, Banc of America Securities and J.P.
Morgan Chase (to 2002); CFA
|
Assistant Vice President, High Yield Fund and
Institutional Income Funds
|
Gregory A. McCrickard,
1958
Vice President, T.
Rowe Price, T.
Rowe Price Group, Inc., and
T.
Rowe Price Trust Company; CFA
|
President, Small-Cap Stock Fund; Executive Vice
President, Institutional Equity Funds; Vice
President, Mid-Cap Value Fund, Retirement
Funds, and Small-Cap Value Fund
|
James M. McDonald,
1949
Vice President, T.
Rowe Price, T.
Rowe Price Group, Inc., and
T.
Rowe Price Trust Company
|
President, Prime Reserve Fund and TRP Reserve
Investment Funds; Executive Vice President,
Summit Funds and U.S. Treasury Funds; Vice
President, California Tax-Free Funds,
Short-
Term Income Fund,
State Tax-Free Funds,
Summit Municipal Funds, and Tax-Exempt
Money Fund
|
Michael J. McGonigle,
1966
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.
|
Vice President,
Capital Appreciation Fund,
High
Yield Fund
,
and Institutional Income Funds
|
Hugh D. McGuirk,
1960
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.;
CFA
|
Executive Vice President, California Tax-Free
Funds, State Tax-Free Funds, and Tax-Efficient
Funds; Vice President, Summit Municipal Funds,
Tax-Free High Yield Fund, Tax-Free Income
Fund,
and Tax-Free Short-Intermediate Fund
|
Heather K. McPherson,
1967
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.;
CPA
|
Vice President, Mid-Cap Value Fund, New Era
Fund, and Value Fund
|
Jean Medecin,
1971
Vice President, T. Rowe Price International, Inc.; formerly
employee, Credit Lyonnais Asset Management/Credit Agricole
Asset Management (to 2006)
|
Vice President, Media & Telecommunications
Fund
|
Cheryl A. Mickel,
1967
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.;
CFA
|
Executive Vice President, U.S. Treasury Funds;
Vice President, Inflation Protected Bond Fund,
Short-Term Bond Fund, and Summit Funds
|
Joseph M. Milano,
1972
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.;
CFA
|
President, New America Growth Fund; Vice
President, 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., and
T.
Rowe Price International, Inc.; Ph.D., CFA
|
Executive Vice President, International Funds;
Vice President, Balanced Fund,
Personal Strategy
Funds, and Spectrum Funds
|
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 Funds and
State Tax-Free Funds
|
Sudhir Nanda,
1959
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.;
Ph.D., CFA
|
Vice President, Capital Appreciation Fund,
Diversified Mid-Cap Growth Fund, Diversified
Small-Cap Growth Fund, Growth & Income
Fund, and Index Trust
|
Philip A. Nestico,
1976
Vice President, T.
Rowe Price
|
Vice President, Capital Opportunity Fund,
Diversified Mid-Cap Growth Fund, Diversified
Small-Cap Growth Fund, Financial Services
Fund, Global Technology Fund, International
Funds, and Real Estate Fund
|
Hwee Jan Ng,
1966
Vice President,
T.
Rowe Price Group, Inc. and T.
Rowe Price
International, Inc.
; formerly Vice President of Equity Research,
Merrill Lynch Investment Managers in Singapore (to 2005);
CFA
|
Vice President, Financial Services Fund
|
Jason Nogueira,
1974
Vice President
, T.
Rowe Price; formerly Healthcare Equity
Analyst, Putnam Investments (to 2004); student, Harvard
Business School (to 2003); CFA
|
Vice President, Blue Chip Growth Fund,
Dividend Growth Fund, Health Sciences Fund,
New America Growth Fund, and New Horizons
Fund
|
Edmund M. Notzon III,
1945
Vice President, T.
Rowe Price, 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, Spectrum Funds, and
U.S. Bond Index Fund; Vice President,
Inflation
Protected Bond Fund
,
New Income Fund
, and
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,
International Funds and Real Estate Fund
|
David Oestreicher,
1967
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., T.
Rowe Price Investment Services, Inc.,
and T.
Rowe Price Trust Company
|
Vice President, International Funds
|
Christian M. O`Neill,
1969
Employee, T. Rowe Price; formerly Equity Research Analyst,
Morgan Stanley and Trader and Operations Scheduler, Exxon
Mobile Corporation (to 2006)
|
Vice President, New Era Fund
|
Curt J. Organt,
1968
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.
|
Vice President, Media & Telecommunications
Fund, Small-Cap Stock Fund and Small-Cap
Value Fund
|
Hiroaki Owaki,
1962
Vice President,
T.
Rowe Price Group, Inc. and
T.
Rowe Price
Global Investment Services Limited; formerly Senior
Investment Analyst, ABN Amro Asset Management (to 2004);
CFA
|
Vice President, Global Technology Fund
|
Gonzalo P
a
ngaro,
1968
Vice President, T.
Rowe Price Group, Inc. and T.
Rowe Price
International, Inc.; CFA
|
Vice President, International Funds
|
Timothy E. Parker,
1974
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.
|
Vice President, Blue Chip Growth Fund,
Dividend Growth Fund, New Era Fund, and
New Horizons Fund
|
Charles G. Pepin,
1966
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.;
Director, T. Rowe Price Trust Company
|
Vice President, Capital Opportunity Fund,
Health Sciences Fund,
and
Institutional Equity
Funds
|
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; Vice President,
Diversified Small-Cap Growth Fund and
Dividend Growth Fund
|
D. James Prey III,
1959
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.
|
Vice President,
Growth Stock Fund, Media &
Telecommunications Fund, and Science &
Technology Fund
|
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 and
Personal Strategy Funds; Vice President, Growth
Stock Fund and Retirement Funds
|
Robert T. Quinn, Jr.,
1972
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.;
formerly Director of Investment Banking, UBS Investment
Bank (to 2004)
|
Vice President, Capital Opportunity Fund
|
Karen M. Regan,
1967
Vice President, T.
Rowe Price
|
Vice President, Blue Chip Growth Fund,
Dividend Growth Fund, and Growth & Income
Fund
|
Vernon A. Reid, Jr.,
1954
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.
|
Vice President, Corporate Income Fund,
Inflation Protected Bond Fund, New Income
Fund, Short-Term Bond Fund,
Short-Term
Income Fund,
and U.S. Treasury Funds
|
Theodore E. Robson,
1965
Vice President, T.
Rowe Price
and
T.
Rowe Price Group, Inc.
;
CFA
|
Vice President, Real Estate Fund
|
Joseph Rohm,
1969
Vice President,
T.
Rowe Price International, Inc.; formerly
Equity Analyst, Insight Investment (to 2005)
|
Vice President, Financial Services Fund
|
Christopher J. Rothery,
1963
Vice President, T.
Rowe Price Group, Inc. and T.
Rowe Price
International, Inc.
|
Vice President, International Funds
|
Jeffrey Rottinghaus,
1970
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.;
CPA
|
President, Developing Technologies Fund;
Executive Vice President, Global Technology
Fund; Vice President,
Mid-Cap Growth Fund,
New America Growth Fund, New Horizons
Fund, Science & Technology Fund, and Small-
Cap Stock Fund
|
Brian A. Rubin,
1974
Assistant Vice President
, T. Rowe Price; CPA
|
Assistant Vice President, High Yield Fund and
Institutional Income Funds
|
R. Todd Ruppert,
1956
Chief Executive Officer, Director, and President, T.
Rowe Price
Global Asset Management Limited and T.
Rowe Price Global
Investment Services Limited; Vice President, T.
Rowe Price,
T.
Rowe Price Group, Inc., T.
Rowe Price Retirement Plan
Services, Inc., and T.
Rowe Price Trust Company
|
Vice President, Institutional International Funds
|
Federico Santilli,
1974
Vice President, T.
Rowe Price Group, Inc. and T.
Rowe Price
International, Inc.; CFA
|
Vice President, Financial Services Fund
|
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
|
Robert W. Sharps,
1971
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.;
CFA, CPA
|
Executive Vice President, Growth Stock Fund
and Institutional Equity Funds; Vice President,
Blue Chip Growth Fund,
Growth & Income
Fund,
International Funds, and New America
Growth Fund
|
John C.A. Sherman,
1972
Vice President, T.
Rowe Price Group, Inc. and T.
Rowe Price
International, Inc.
|
Vice President, Health Sciences Fund
|
Charles M. Shriver,
1967
Vice President, T.
Rowe Price; CFA
|
Executive Vice President, U.S. Bond Index Fund;
Vice President, Personal Strategy Funds and
Spectrum Funds
|
Neil Smith,
1972
Vice President, 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
|
President, Growth Stock Fund; Executive Vice
President, Institutional Equity Funds; Vice
President, Blue Chip Growth Fund, International
Funds, Media & Telecommunications Fund,
New America Growth Fund
, and Spectrum
Funds
|
Michael F. Sola,
1969
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.;
CFA
|
President, Science & Technology Fund; Vice
President, Developing Technologies Fund,
Global Technology Fund, Growth Stock Fund,
International Funds,
and
New Horizons Fund
|
Gabriel Solomon,
1977
Vice President
, T. Rowe Price; formerly student, Wharton
Business School (to 2004); Equity Analyst Intern, Wellington
Management Company, LLP (to 2003); consultant, Sibson
Management Consulting (to 2002)
|
Vice President, Financial Services Fund
|
Joshua K. Spencer,
1973
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.;
formerly Research Analyst and Sector Fund Portfolio Manager,
Fidelity Investments (to 2004); CFA
|
Vice President, Blue Chip Growth Fund, Capital
Opportunity Fund, Developing Technologies
Fund, Global Technology Fund, Growth &
Income Fund, Growth Stock Fund, and
Science
& Technology Fund
|
William J. Stromberg,
1960
Vice President, T.
Rowe Price, T.
Rowe Price Group, Inc., and
T.
Rowe Price Trust Company; CFA
|
President, Capital Opportunity Fund; Vice
President, Capital Appreciation Fund, Dividend
Growth Fund, Equity Income 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
|
Taymour R. Tamaddon,
1976
Vice President
, T.
Rowe Price; formerly intern, T.
Rowe Price
(to 2004)
|
Vice President, Health Sciences Fund and Mid-
Cap Growth Fund
|
Timothy G. Taylor,
1975
Vice President, T.
Rowe Price; CFA
|
Assistant Vice President, California Tax-Free
Funds, State Tax-Free Funds, Summit Municipal
Funds, Tax-Free High Yield Fund, Tax-Free
Income Fund,
and Tax-Free Short-Intermediate
Fund
|
Dean Tenerelli,
1964
Vice President, T.
Rowe Price Group, Inc. and T.
Rowe Price
International, Inc.
|
Vice President, Institutional International Funds
and International Funds
|
Thomas E. Tewksbury,
1961
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.
|
Vice President, High Yield Fund and Institutional
Income Funds
|
Justin Thomson,
1968
Vice President, T.
Rowe Price Group, Inc. and T.
Rowe Price
International, Inc.
|
Vice President, International Funds
|
David A. Tiberii,
1965
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.;
CFA
|
President, Corporate Income Fund; Vice
President, Institutional Income Funds and New
Income Fund
|
Susan G. Troll,
1966
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.;
CPA
|
Vice President, Prime Reserve Fund and Summit
Funds
|
Ken D. Uematsu,
1966
Assistant Vice President, T.
Rowe Price; CFA
|
Executive Vice President, Index Trust; Vice
President, International Index Fund
|
Chirag Vasavada,
1972
Vice President
, T. Rowe Price; formerly Senior Manager in the
Corporate Strategy and Development Group, Microsoft
Corporation (to 2005)
|
Vice President, Developing Technologies Fund,
Global Technology Fund, and Science &
Technology Fund
|
Mark J. Vaselkiv,
1958
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.
|
President, High Yield Fund; Executive Vice
President, Corporate Income Fund and
Institutional Income Funds; Vice President,
Balanced Fund, Personal Strategy Funds, and
Retirement Funds
|
Eric L. Veiel,
1972
Vice President, T. Rowe Price
and T.
Rowe Price Group, Inc.
;
formerly Senior Equity Analyst, Wachovia Securities (to
2005); CFA
|
Vice President, Financial Services Fund and New
America Growth Fund
|
J. David Wagner,
1974
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.;
CFA
|
Vice President, Financial Services Fund, 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, Institutional Equity Funds, and
New Horizons Fund
|
David J. Wallack,
1960
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.
|
President, Mid-Cap Value Fund; Vice President,
Capital Appreciation Fund, Institutional Equity
Funds, New Era Fund, and Small-Cap Value
Fund
|
Julie L. Waples,
1970
Vice President, T.
Rowe Price
|
Vice President, all funds
|
David J.L. Warren,
1957
Director
, T. Rowe Price
, T.
Rowe Price Global Asset
Management Limited, and T.
Rowe Price Global Investment
Services Limited
;
Vice President,
T.
Rowe Price Group, Inc.;
Chief Executive Officer, Director, and President, T.
Rowe Price
International, Inc.
|
President, Institutional International Funds and
International Funds; Executive Vice President,
Spectrum Funds; Vice President, Retirement
Funds
|
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
|
William F. Wendler II,
1962
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.;
CFA
|
Vice President, Institutional International Funds
and International Funds
|
Christopher S. Whitehouse,
1972
Vice President, T.
Rowe Price International, Inc.; formerly
Telecoms Analyst and Fund Manager, Deutsche Asset
Management (to 2005)
|
Vice President, 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,
Diversified Small-Cap Growth Fund; Vice
President, Capital Opportunity Fund, Index
Trust, Institutional Equity Funds, International
Funds, International Index Fund, 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, Institutional International Funds,
International Funds, Prime Reserve Fund, TRP
Reserve Investment Funds, Retirement Funds,
Summit Municipal Funds, Tax-Exempt Money
Fund,
and Tax-Free Short-Intermediate Fund
|
Clive M. Williams,
1961
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 and T.
Rowe Price Group, Inc.
|
Vice President, Corporate Income Fund, High
Yield Fund, and Institutional Income Funds
|
Paul W. Wojcik,
1970
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.;
CFA
|
President, Diversified Small-Cap Growth Fund;
Vice President, Index Trust and International
Index Funds
|
Ernest C. Yeung,
1979
Vice President, T.
Rowe Price International, Inc.; CFA
|
Vice President, Media & Telecommunications
Fund
|
Wenhua Zhang,
1970
Vice President, T.
Rowe Price and T.
Rowe Price Group, Inc.;
CFA, CPA
|
Vice President, Developing Technologies Fund,
Global Technology Fund, Media &
Telecommunications Fund, New Horizons Fund,
Science & Technology Fund, Small-Cap Stock
Fund, and Small-Cap Value Fund
|
</R>
PAGE
89
PAGE
91
PAGE
93
PAGE
95
PAGE
97
PAGE
99
PAGE
101
Directors` Compensation
The funds do not pay pension or retirement benefits to their directors or officers. The following table shows
remuneration paid by the funds to the independent directors.
In addition to directors` fees payable to all
independent directors, e
ach director serving on the Audit Committee received $
7,500
for such service
for the
calendar year 200
5
, while
t
he chairman of the
Audit
Committee
received $
1
5
,000
for such service
for the
calendar year 200
5
.
The Lead Independent Director received $
135
,000 for the calendar year 200
5
.
Also, 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.
The following table shows the total compensation from
all
funds paid to the directors for the calendar year
200
5
:
Directors
|
Total Compensation
|
Casey
|
$
38,306
|
Deering
|
1
5
0,000
|
Dick
|
160,750
|
Fagin
|
159,500
|
Horn
|
156,250
|
Linaweaver
|
216,500
|
Rodgers
|
125,000
|
Schreiber
|
152,000
|
PAGE
103
The
following table shows the amounts paid to the directors
by each fund
based on accrued compensation for
the calendar year 200
5
:
<R>
Fund
|
Aggregate Compensation From Fund
|
|
|
|
|
|
|
|
|
Casey
|
Deering
|
Dick
|
Fagin
|
Horn
|
Linaweaver
|
Rodgers
|
Schreiber
|
Balanced
|
$938
|
$1,
774
|
$1,
898
|
$1,
871
|
$
1,
844
|
$
2,603
|
$1,797
|
$1,
793
|
Blue Chip Growth
|
938
|
3,223
|
3,454
|
3,401
|
3,348
|
4,634
|
3,203
|
3,257
|
California Tax-Free
Bond
|
0
|
870
|
926
|
931
|
907
|
1,234
|
779
|
883
|
California Tax-Free
Money
|
0
|
754
|
810
|
818
|
786
|
1,049
|
605
|
767
|
Capital Appreciation
|
938
|
2,875
|
3,082
|
3,017
|
2,989
|
4,182
|
2,923
|
2,899
|
Capital Opportunity
|
364
|
737
|
791
|
798
|
770
|
1,027
|
619
|
750
|
Corporate Income
|
0
|
839
|
900
|
903
|
874
|
1,181
|
733
|
852
|
Developing
Technologies
|
182
|
688
|
739
|
743
|
713
|
948
|
540
|
701
|
Diversified Mid-Cap
Growth
|
211
|
695
|
744
|
751
|
725
|
957
|
552
|
708
|
Diversified Small-
Cap Growth
|
267
|
716
|
769
|
773
|
748
|
987
|
584
|
728
|
Dividend Growth
|
740
|
1,178
|
1,262
|
1,254
|
1,228
|
1,727
|
1,192
|
1,193
|
Emerging Europe &
Mediterranean
|
0
|
1,182
|
1,263
|
1,252
|
1,231
|
1,719
|
0
|
1,195
|
Emerging Markets
Bond
|
0
|
1,014
|
1,086
|
1,088
|
1,057
|
1,452
|
0
|
1,028
|
Emerging Markets
Stock
|
0
|
1,507
|
1,609
|
1,590
|
1,569
|
2,233
|
0
|
1,522
|
Equity Income
|
938
|
4,484
|
4,820
|
4,828
|
4,676
|
6,269
|
4,275
|
4,566
|
Equity Index 500
|
941
|
2,667
|
2,862
|
2,805
|
2,776
|
3,894
|
2,815
|
2,698
|
European Stock
|
0
|
1,313
|
1,405
|
1,395
|
1,369
|
1,921
|
0
|
1,329
|
Extended Equity
Market Index
|
599
|
819
|
879
|
883
|
854
|
1,162
|
744
|
832
|
Financial Services
|
632
|
918
|
982
|
982
|
958
|
1,310
|
882
|
932
|
Florida Intermediate
Tax-Free
*
|
0
|
758
|
810
|
816
|
788
|
1,058
|
610
|
770
|
Georgia Tax-Free
Bond
|
0
|
751
|
805
|
810
|
784
|
1,045
|
605
|
764
|
Global Stock
|
0
|
832
|
891
|
899
|
868
|
1,161
|
0
|
845
|
Global Technology
|
326
|
734
|
788
|
791
|
767
|
1,023
|
615
|
750
|
GNMA
|
0
|
1,468
|
1,569
|
1,554
|
1,526
|
2,166
|
1,407
|
1,485
|
TRP
Government
Reserve Investment
|
0
|
1,402
|
1,503
|
1,485
|
1,461
|
2,069
|
1,355
|
1,421
|
Growth & Income
|
938
|
1,569
|
1,680
|
1,664
|
1,633
|
2,309
|
1,550
|
1,589
|
Growth Stock
|
938
|
3,359
|
3,608
|
3,562
|
3,500
|
4,816
|
3,383
|
3,406
|
Health Sciences
|
932
|
1,438
|
1,538
|
1,523
|
1,496
|
2,125
|
1,404
|
1,455
|
High Yield
|
0
|
2,294
|
2,462
|
2,421
|
2,387
|
3,351
|
2,603
|
2,323
|
Inflation Protected
Bond
|
0
|
751
|
807
|
810
|
783
|
1,045
|
602
|
763
|
Institutional
C
oncentrated Large
-
Cap
Value(
a
)
|
1,250
|
1,250
|
1,250
|
1,250
|
1,250
|
1,250
|
1,250
|
1,250
|
Institutional Core
Plus
|
0
|
702
|
757
|
759
|
734
|
969
|
528
|
714
|
Institutional
Emerging Markets
Bond(b)
|
417
|
417
|
417
|
417
|
417
|
417
|
417
|
417
|
Institutional
Emerging Markets
Equity
|
0
|
835
|
893
|
899
|
872
|
1,158
|
0
|
848
|
Institutional Foreign
Equity
|
0
|
977
|
1,051
|
1,051
|
1,023
|
1,385
|
0
|
992
|
Institutional Global
Equity(
c
)
|
2,508
|
2,508
|
2,508
|
2,508
|
2,508
|
2,508
|
2,508
|
2,508
|
Institutional High
Yield
|
0
|
989
|
1,057
|
1,057
|
1,030
|
1,417
|
946
|
1,003
|
Institutional Large-
Cap Core Growth
|
169
|
679
|
732
|
737
|
712
|
944
|
535
|
691
|
Institutional Large-
Cap Growth
|
443
|
740
|
793
|
798
|
771
|
1,032
|
618
|
752
|
Institutional Large-
Cap Value
|
350
|
741
|
795
|
798
|
774
|
1,032
|
625
|
753
|
Institutional Mid-
Cap Equity Growth
|
649
|
947
|
1,016
|
1,014
|
988
|
1,359
|
931
|
960
|
Institutional Small-
Cap Stock
|
650
|
950
|
1,019
|
1,019
|
991
|
1,374
|
936
|
964
|
International Bond
|
0
|
1,797
|
1,921
|
1,898
|
1,873
|
2,662
|
0
|
1,815
|
International
Discovery
|
0
|
1,576
|
1,685
|
1,664
|
1,639
|
2,340
|
0
|
1,593
|
International Equity
Index
|
0
|
845
|
903
|
909
|
879
|
1,176
|
0
|
857
|
International
Growth & Income
|
0
|
1,416
|
1,510
|
1,497
|
1,473
|
2,085
|
0
|
1,430
|
International Stock
|
0
|
2,867
|
3,076
|
3,017
|
2,986
|
4,210
|
0
|
2,899
|
Japan
|
0
|
918
|
982
|
985
|
955
|
1,295
|
0
|
935
|
Latin America
|
0
|
1,201
|
1,284
|
1,273
|
1,250
|
1,737
|
0
|
1,214
|
Maryland Short-
Term Tax-Free Bond
|
0
|
810
|
869
|
871
|
844
|
1,139
|
687
|
823
|
Maryland Tax-Free
Bond
|
0
|
1,459
|
1,560
|
1,545
|
1,519
|
2,155
|
1,400
|
1,480
|
Maryland Tax-Free
Money
|
0
|
768
|
821
|
828
|
799
|
1,077
|
629
|
780
|
Media &
Telecommunications
|
804
|
1,285
|
1,374
|
1,362
|
1,337
|
1,891
|
1,251
|
1,300
|
Mid-Cap Growth
|
938
|
3,785
|
4,070
|
4,045
|
3,945
|
5,374
|
3,757
|
3,848
|
Mid-Cap Value
|
938
|
2,774
|
2,977
|
2,918
|
2,888
|
4,045
|
2,873
|
2,805
|
New America
Growth
|
768
|
1,254
|
1,342
|
1,333
|
1,305
|
1,853
|
1,226
|
1,270
|
New Asia
|
0
|
1,605
|
1,713
|
1,693
|
1,669
|
2,389
|
0
|
1,621
|
New Era
|
938
|
1,991
|
2,133
|
2,094
|
2,073
|
2,929
|
2,096
|
2,011
|
New Horizons
|
938
|
2,832
|
3,043
|
2,983
|
2,949
|
4,128
|
2,891
|
2,867
|
New Income
|
0
|
2,067
|
2,215
|
2,177
|
2,151
|
3,032
|
2,129
|
2,096
|
New Jersey Tax-Free
Bond
|
0
|
797
|
856
|
859
|
833
|
1,123
|
675
|
810
|
New York Tax-Free
Bond
|
0
|
848
|
909
|
910
|
884
|
1,205
|
745
|
861
|
New York Tax-Free
Money
|
0
|
760
|
813
|
818
|
792
|
1,062
|
614
|
772
|
Overseas Stock
(d)
|
5,000
|
5,000
|
5,000
|
5,000
|
5,000
|
5,000
|
5,000
|
5,000
|
Personal Strategy
Balanced
|
855
|
1,366
|
1,461
|
1,445
|
1,421
|
2,024
|
1,321
|
1,382
|
Personal Strategy
Growth
|
777
|
1,222
|
1,305
|
1,294
|
1,270
|
1,796
|
1,219
|
1,236
|
Personal Strategy
Income
|
657
|
959
|
1,026
|
1,026
|
999
|
1,379
|
954
|
973
|
Prime Reserve
|
0
|
2,548
|
2,736
|
2,686
|
2,652
|
3,716
|
2,782
|
2,579
|
Real Estate
|
785
|
1,219
|
1,302
|
1,294
|
1,269
|
1,794
|
1,221
|
1,233
|
TRP
Reserve
Investment
|
0
|
3,191
|
3,428
|
3,357
|
3,323
|
4,631
|
3,051
|
3,228
|
Retirement 2005
|
620
|
859
|
922
|
923
|
898
|
1,227
|
809
|
872
|
Retirement 2010
|
912
|
1,383
|
1,479
|
1,463
|
1,441
|
2,051
|
1,358
|
1,398
|
Retirement 2015
|
737
|
1,081
|
1,158
|
1,148
|
1,126
|
1,577
|
1,146
|
1,094
|
Retirement 2020
|
938
|
1,464
|
1,565
|
1,545
|
1,522
|
2,166
|
1,458
|
1,479
|
Retirement 2025
|
694
|
997
|
1,068
|
1,062
|
1,041
|
1,444
|
1,019
|
1,010
|
Retirement 2030
|
812
|
1,239
|
1,323
|
1,313
|
1,289
|
1,826
|
1,237
|
1,253
|
Retirement 2035
|
553
|
793
|
849
|
852
|
828
|
1,118
|
705
|
805
|
Retirement 2040
|
652
|
913
|
976
|
975
|
951
|
1,306
|
889
|
926
|
Retirement 2045
|
124
|
367
|
389
|
383
|
382
|
522
|
386
|
367
|
Retirement 2050
(d)
|
5,000
|
5,000
|
5,000
|
5,000
|
5,000
|
5,000
|
5,000
|
5,000
|
Retirement 2055
(d)
|
5,000
|
5,000
|
5,000
|
5,000
|
5,000
|
5,000
|
5,000
|
5,000
|
Retirement Income
|
657
|
934
|
1,001
|
1,000
|
974
|
1,343
|
920
|
947
|
Science &
Technology
|
938
|
2,248
|
2,416
|
2,376
|
2,342
|
3,284
|
2,581
|
2,278
|
Short-Term Bond
|
0
|
1,462
|
1,565
|
1,550
|
1,521
|
2,158
|
1,391
|
1,480
|
Short-Term
Income(
e
)
|
1,667
|
1,667
|
1,667
|
1,667
|
1,667
|
1,667
|
1,667
|
1,667
|
Small-Cap Stock
|
938
|
3,005
|
3,232
|
3,170
|
3,132
|
4,368
|
3,007
|
3,043
|
Small-Cap Value
|
938
|
2,634
|
2,827
|
2,772
|
2,740
|
3,843
|
2,806
|
2,665
|
Spectrum Growth
|
938
|
1,849
|
1,982
|
1,955
|
1,924
|
2,717
|
1,890
|
1,871
|
Spectrum Income
|
938
|
2,419
|
2,598
|
2,555
|
2,521
|
3,540
|
2,708
|
2,448
|
Spectrum
International
|
388
|
751
|
802
|
808
|
780
|
1,047
|
634
|
763
|
Summit Cash
Reserves
|
0
|
2,183
|
2,343
|
2,298
|
2,275
|
3,203
|
2,535
|
2,208
|
Summit GNMA
|
0
|
738
|
793
|
796
|
771
|
1,019
|
582
|
751
|
Summit Municipal
Income
|
0
|
774
|
828
|
833
|
806
|
1,083
|
636
|
787
|
Summit Municipal
Intermediate
|
0
|
826
|
882
|
885
|
859
|
1,163
|
710
|
838
|
Summit Municipal
Money Market
|
0
|
1,041
|
1,116
|
1,111
|
1,086
|
1,504
|
1,027
|
1,056
|
Tax-Efficient
Balanced
|
186
|
689
|
739
|
745
|
719
|
942
|
543
|
702
|
Tax-Efficient Growth
|
240
|
709
|
759
|
766
|
739
|
978
|
573
|
721
|
Tax-Efficient Multi-
Cap Growth
|
168
|
679
|
732
|
736
|
712
|
946
|
535
|
691
|
Tax-Exempt Money
|
0
|
1,364
|
1,460
|
1,442
|
1,420
|
2,026
|
1,303
|
1,379
|
Tax-Free High Yield
|
0
|
1,457
|
1,560
|
1,542
|
1,516
|
2,149
|
1,400
|
1,474
|
Tax-Free Income
|
0
|
1,585
|
1,699
|
1,679
|
1,652
|
2,341
|
1,549
|
1,604
|
Tax-Free
Intermediate Bond
*
|
0
|
808
|
862
|
868
|
839
|
1,132
|
679
|
821
|
Tax-Free Short-
Intermediate
|
0
|
1,047
|
1,121
|
1,116
|
1,092
|
1,505
|
1,041
|
1,061
|
Total Equity Market
Index
|
629
|
908
|
972
|
973
|
947
|
1,296
|
872
|
921
|
U.S. Bond Index
|
0
|
794
|
852
|
854
|
830
|
1,113
|
666
|
807
|
U.S. Treasury
Intermediate
|
0
|
870
|
930
|
934
|
907
|
1,227
|
778
|
883
|
U.S. Treasury Long-
Term
|
0
|
845
|
905
|
908
|
881
|
1,193
|
740
|
858
|
U.S. Treasury Money
|
0
|
1,283
|
1,372
|
1,360
|
1,335
|
1,893
|
1,236
|
1,299
|
Value
|
938
|
1,964
|
2,105
|
2,070
|
2,044
|
2,890
|
2,044
|
1,986
|
Virginia Tax-Free
Bond
|
0
|
991
|
1,060
|
1,056
|
1,032
|
1,424
|
955
|
1,005
|
</R>
PAGE
105
PAGE
107
<R>
*
Fund merged into Summit Municipal Intermediate
Fund
on November 10, 2006
</R>
<R>
(a)
Estimated for the period September 30, 2006, through December
31, 2006.
</R>
(b)
Estimated for the period November 30, 2006, through December 31, 2006.
(
c
)
E
stimated
for the period June 30, 2006, through December 31, 2006
.
<R>
(d)
Estimated for the period December 29, 2006, through December 31, 2007.
</R>
<R>
(
e
)
Estimated for the period August 31, 2006, through December 31,
2006.
</R>
<R>
Directors`
Holdings in the
Price Funds
</R>
The following table
s
set
forth the
Price
F
und holdings of the independent and inside directors, as of
December
31, 200
5
unless otherwise indicated
.
<R>
Aggregate Holdings,
All Funds
|
Independent Directors
|
|
|
|
|
|
|
|
Casey
|
Deering
|
Dick
|
Fagin
|
Horn
|
Rodgers
|
Schreiber
|
|
over
$100,000
|
over
$100,000
|
over
$100,000
|
over
$100,000
|
over
$100,000
|
over
$100,000
|
over
$100,000
|
Balanced
|
over
$100,000
|
None
|
None
|
None
|
None
|
None
|
None
|
Blue Chip Growth
|
None
|
None
|
$10,001-
$50,000
|
over
$100,000
|
$50,001-
$100,000
|
None
|
None
|
Blue Chip Growth Fund
Advisor Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Blue Chip Growth Fund
R Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Blue Chip Growth Portfolio
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Blue Chip Growth
Portfolio
II
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
California Tax-Free Bond
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
California Tax-Free Money
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Capital Appreciation
|
None
|
None
|
over
$100,000
|
None
|
None
|
$10,001-
$50,000
|
None
|
Capital Appreciation Fund
Advisor Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Capital Opportunity
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Capital Opportunity Fund
Advisor Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Capital Opportunity Fund
R Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Corporate Income
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Developing Technologies
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Diversified Mid-Cap
Growth
|
None
|
None
|
None
|
$50,001-
$100,000
|
None
|
None
|
None
|
Diversified Small-Cap
Growth
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Dividend Growth
|
None
|
None
|
None
|
$50,001-
$100,000
|
$50,001-
$100,000
|
None
|
None
|
Dividend Growth Fund
Advisor Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Emerging Europe &
Mediterranean
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Emerging Markets Bond
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Emerging Markets Stock
|
None
|
over
$100,000
|
None
|
None
|
None
|
$50,001-
$100,000(a)
|
None
|
Equity Income
|
over
$100,000
|
over
$100,000
|
$50,001-
$100,000
|
over
$100,000
|
None
|
None
|
None
|
Equity Income Fund
Advisor Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Equity Income Fund
R
Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Equity Income Portfolio
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Equity Income Portfolio
II
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Equity Index 500
|
over
$100,000
|
None
|
None
|
None
|
None
|
None
|
None
|
Equity Index 500 Portfolio
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
European Stock
|
None
|
over
$100,000
|
$10,001-
$50,000
|
$10,001-
$50,000
|
None
|
None
|
None
|
Extended Equity Market
Index
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Financial Services
|
None
|
None
|
$10,001-
$50,000
|
None
|
None
|
None
|
None
|
Georgia Tax-Free Bond
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Global Stock
|
None
|
None
|
$50,001-
$100,000
|
$10,001-
$50,000
|
None
|
None
|
None
|
Global Technology
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
GNMA
|
None
|
None
|
None
|
None
|
None
|
None
|
over
$100,000
|
TRP
Government Reserve
Investment
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Growth & Income
|
None
|
None
|
$1-$10,000
|
None
|
None
|
None
|
over
$100,000
|
Growth Stock
|
over
$100,000
|
over
$100,000
|
$10,001-
$50,000
|
None
|
None
|
None
|
None
|
Growth Stock Fund
Advisor Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Growth Stock Fund
R
Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Health Sciences
|
None
|
None
|
$10,001-
$50,000
|
$50,001-
$100,000
|
None
|
None
|
None
|
Health Sciences Portfolio
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Health Sciences Portfolio
II
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
High Yield
|
None
|
None
|
$50,001-
$100,000
|
None
|
$1-$10,000
|
None
|
over
$100,000
|
High Yield Fund
Advisor
Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Inflation Protected Bond
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Institutional Core Plus
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Institutional Emerging
Markets Equity
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Institutional Foreign Equity
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Institutional High Yield
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Institutional Large-Cap
Core Growth
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Institutional Large-Cap
Growth
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Institutional Large-Cap
Value
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Institutional Mid-Cap
Equity Growth
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Institutional Small-Cap
Stock
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
International Bond
|
None
|
$50,001-
$100,000
|
over
$100,000
|
None
|
None
|
None
|
None
|
International Bond Fund
Advisor Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
International Discovery
|
None
|
$50,001-
$100,000
|
$10,001-
$50,000
|
None
|
None
|
$50,001-
$100,000(a)
|
None
|
International Equity Index
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
International Growth &
Income
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
International Growth &
Income Fund
Advisor Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
International Growth &
Income Fun
d
R Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
International Stock
|
None
|
over
$100,000
|
None
|
over
$100,000
|
None
|
None
|
None
|
International Stock Fund
Advisor Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
International Stock Fund
R
Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
International Stock Portfolio
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Japan
|
None
|
over
$100,000
|
None
|
None
|
None
|
None
|
None
|
Latin America
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Limited-Term Bond
Portfolio
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Limited-Term Bond
Portfolio
II
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Maryland Short-Term
Tax-Free Bond
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Maryland Tax-Free Bond
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Maryland Tax-Free Money
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Media &
Telecommunications
|
$10,001-
$50,000
|
over
$100,000
|
None
|
None
|
None
|
None
|
None
|
Mid-Cap Growth
|
None
|
over
$100,000
|
$10,001-
$50,000
|
over
$100,000
|
None
|
None
|
None
|
Mid-Cap Growth Fund
Advisor Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Mid-Cap Growth Fund
R
Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Mid-Cap Growth Portfolio
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Mid-Cap Growth
Portfolio
II
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Mid-Cap Value
|
None
|
None
|
None
|
over
$100,000
|
None
|
None
|
None
|
Mid-Cap Value Fund
Advisor Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Mid-Cap Value Fund
R Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
New America Growth
|
None
|
None
|
None
|
None
|
None
|
$50,00
1
-
$100,000
|
None
|
New America Growth
Fund
Advisor Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
New America Growth
Portfolio
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
New Asia
|
None
|
None
|
None
|
$10,001-
$50,000
|
None
|
$50,001-
$100,000(a)
|
None
|
New Era
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
New Horizons
|
over
$100,000
|
over
$100,000
|
$10,001-
$50,000
|
$1-$10,000
|
None
|
over
$100,000(a)
|
None
|
New Income
|
None
|
None
|
$50,001-
$100,000
|
None
|
None
|
None
|
over
$100,000
|
New Income Fund
Advisor
Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
New Income Fund
R Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
New Jersey Tax-Free Bond
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
New York Tax-Free Bond
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
New York Tax-Free Money
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Personal Strategy Balanced
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Personal Strategy Balanced
Portfolio
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Personal Strategy Growth
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Personal Strategy Income
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Prime Reserve
|
None
|
None
|
over
$100,000
|
None
|
None
|
$10,001-
$50,000
|
$10,001-
$50,000
|
Prime Reserve Portfolio
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Real Estate
|
$10,001-
$50,000
|
None
|
None
|
None
|
None
|
None
|
None
|
Real Estate Fund
Advisor
Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
TRP
Reserve Investment
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Retirement 2005
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Retirement 2010
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Retirement 2010 Fund
Advisor Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Retirement 2010 Fund
R Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Retirement 2015
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Retirement 2020
|
None
|
None
|
None
|
None
|
$10,001-
$50,000
|
None
|
None
|
Retirement 2020 Fund
Advisor Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Retirement 2020 Fund
R Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Retirement 2025
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Retirement 2030
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Retirement 2030 Fund
Advisor Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Retirement 2030 Fund
R Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Retirement 2035
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Retirement 2040
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Retirement 2040 Fund
Advisor Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Retirement 2040 Fund
R Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Retirement 2045
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Retirement
Income
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Retirement Income Fund
Advisor Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Retirement Income Fund
R Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Science & Technology
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Science & Technology
Fund
Advisor Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Short-Term Bond
|
None
|
None
|
None
|
$50,001-
$100,000
|
None
|
None
|
over
$100,000
|
Short-Term Bond Fund
Advisor Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Short-Term Income
|
|
|
|
|
|
|
|
Small-Cap Stock
|
None
|
None
|
$10,001-
$50,000
|
over
$100,000
|
None
|
None
|
None
|
Small-Cap Stock Fund
Advisor Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Small-Cap Value
|
over
$100,000
|
None
|
$10,001-
$50,000
|
None
|
None
|
None
|
None
|
Small-Cap Value Fund
Advisor Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Spectrum Growth
|
None
|
None
|
None
|
None
|
None
|
over
$100,000(a)
|
None
|
Spectrum Income
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Spectrum International
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Summit Cash Reserves
|
None
|
None
|
over
$100,000
|
over
$100,000
|
over
$100,000
|
None
|
$1-$10,000
|
Summit GNMA
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Summit Municipal Income
|
None
|
None
|
None
|
None
|
None
|
None
|
over
$100,000
|
Summit Municipal
Intermediate
|
None
|
None
|
None
|
over
$100,000
|
None
|
None
|
over
$100,000
|
Summit Municipal Money
Market
|
None
|
None
|
None
|
$10,001-
$50,000
|
None
|
None
|
$50,001-
$100,000
|
Tax-Efficient Balanced
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Tax-Efficient Growth
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Tax-Efficient Multi-Cap
Growth
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Tax-Exempt Money
|
None
|
None
|
None
|
None
|
None
|
None
|
$1-$10,000
|
Tax-Free High Yield
|
None
|
None
|
None
|
$10,001-
$50,000
|
None
|
None
|
over
$100,000
|
Tax-Free Income
|
None
|
None
|
None
|
None
|
None
|
None
|
over
$100,000
|
Tax-Free Income Fund
Advisor Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Tax-Free Short-
Intermediate
|
None
|
over
$100,000
|
None
|
over
$100,000
|
None
|
None
|
over
$100,000
|
Total Equity Market Index
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
U.S. Bond Index
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
U.S. Treasury Intermediate
|
None
|
None
|
$50,001-
$100,000
|
None
|
None
|
None
|
over
$100,000
|
U.S. Treasury Long-Term
|
None
|
None
|
None
|
None
|
None
|
None
|
over
$100,000
|
U.S. Treasury Money
|
None
|
None
|
None
|
None
|
None
|
None
|
$1-$10,000
|
Value
|
None
|
None
|
$10,001-
$50,000
|
over
$100,000
|
None
|
None
|
over
$100,000
|
Value Fund
Advisor Class
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Virginia Tax-Free Bond
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
</R>
PAGE
109
PAGE
111
PAGE
113
(a)
Holdings are current as of January 3, 2006
.
<R>
Aggregate Holdings,
All Funds
|
Inside Directors
|
|
|
|
|
Kennedy
|
Laporte
|
Miller
|
Riepe
|
|
over $100,000
|
over $100,000
|
over $100,000
|
over $100,000
|
Balanced
|
None
|
None
|
None
|
over $100,000
|
Blue Chip Growth
|
None
|
None
|
None
|
None
|
Blue Chip Growth Fund
Advisor
Class
|
None
|
None
|
None
|
None
|
Blue Chip Growth Fund
R Class
|
None
|
None
|
None
|
None
|
Blue Chip Growth Portfolio
|
None
|
None
|
None
|
None
|
Blue Chip Growth Portfolio
II
|
None
|
None
|
None
|
None
|
California Tax-Free Bond
|
None
|
None
|
None
|
None
|
California Tax-Free Money
|
None
|
None
|
None
|
None
|
Capital Appreciation
|
over $100,000
|
over $100,000
|
None
|
over $100,000
|
Capital Appreciation Fund
Advisor
Class
|
None
|
None
|
None
|
None
|
Capital Opportunity
|
$10,001-$50,000
|
over $100,000
|
None
|
None
|
Capital Opportunity Fund
Advisor
Class
|
None
|
None
|
None
|
None
|
Capital Opportunity Fund
R Class
|
None
|
None
|
None
|
None
|
Corporate Income
|
None
|
None
|
None
|
None
|
Developing Technologies
|
None
|
over $100,000
|
over $100,000
|
None
|
Diversified Mid-Cap Growth
|
None
|
None
|
None
|
None
|
Diversified Small-Cap Growth
|
None
|
None
|
None
|
None
|
Dividend Growth
|
$50,001-$100,000
|
None
|
None
|
None
|
Dividend Growth Fund
Advisor
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
|
over $100,000
|
Equity Income
|
$10,001-$50,000
|
None
|
over $100,000
|
over $100,000
|
Equity Income Fund
Advisor Class
|
None
|
None
|
None
|
None
|
Equity Income Fund
R Class
|
None
|
None
|
None
|
None
|
Equity Income Portfolio
|
None
|
None
|
None
|
None
|
Equity Income Portfolio
II
|
None
|
None
|
None
|
None
|
Equity Index 500
|
None
|
None
|
None
|
None
|
Equity Index 500 Portfolio
|
None
|
None
|
None
|
None
|
European Stock
|
None
|
$10,001-$50,000
|
$50,001-$100,000
|
over $100,000
|
Extended Equity Market Index
|
None
|
None
|
None
|
None
|
Financial Services
|
None
|
None
|
None
|
None
|
Georgia Tax-Free Bond
|
None
|
None
|
None
|
None
|
Global Stock
|
None
|
None
|
None
|
None
|
Global Technology
|
None
|
None
|
None
|
None
|
GNMA
|
None
|
None
|
None
|
None
|
TRP
Government Reserve Investment
|
None
|
None
|
None
|
None
|
Growth & Income
|
None
|
None
|
None
|
over $100,000
|
Growth Stock
|
over $100,000
|
over $100,000
|
None
|
None
|
Growth Stock Fund
Advisor Class
|
None
|
None
|
None
|
None
|
Growth Stock Fund
R Class
|
None
|
None
|
None
|
None
|
Health Sciences
|
over $100,000
|
None
|
None
|
None
|
Health Sciences Portfolio
|
None
|
None
|
None
|
None
|
Health Sciences Portfolio
II
|
None
|
None
|
None
|
None
|
High Yield
|
None
|
None
|
None
|
over $100,000
|
High Yield Fund
Advisor Class
|
None
|
None
|
None
|
None
|
Inflation Protected Bond
|
None
|
None
|
None
|
None
|
Institutional Core Plus
|
None
|
None
|
None
|
None
|
Institutional Emerging Markets
Equity
|
None
|
None
|
None
|
None
|
Institutional Foreign Equity
|
None
|
None
|
None
|
None
|
Institutional High Yield
|
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
|
International Bond
|
None
|
None
|
over $100,000
|
None
|
International Bond Fund
Advisor
Class
|
None
|
None
|
None
|
None
|
International Discovery
|
over $100,000
|
over $100,000
|
None
|
$1-$10,000
|
International Equity Index
|
None
|
None
|
None
|
None
|
International Growth & Income
|
None
|
None
|
None
|
None
|
International Growth & Income
Fund
Advisor Class
|
None
|
None
|
None
|
None
|
International Growth & Income
Fund
R Class
|
None
|
None
|
None
|
None
|
International Stock
|
over $100,000
|
over $100,000
|
over $100,000
|
None
|
International Stock Fund
Advisor
Class
|
None
|
None
|
None
|
None
|
International Stock Fund
R Class
|
None
|
None
|
None
|
None
|
International Stock Portfolio
|
None
|
None
|
None
|
None
|
Japan
|
over $100,000
|
None
|
$50,001-$100,000
|
over $100,000
|
Latin America
|
$50,001-$100,000
|
None
|
None
|
None
|
Limited-Term Bond Portfolio
|
None
|
None
|
None
|
None
|
Limited-Term Bond Portfolio
II
|
None
|
None
|
None
|
None
|
Maryland Short-Term Tax-Free Bond
|
None
|
None
|
over $100,000
|
None
|
Maryland Tax-Free Bond
|
None
|
over $100,000
|
over $100,000
|
None
|
Maryland Tax-Free Money
|
None
|
None
|
over $100,000
|
None
|
Media & Telecommunications
|
over $100,000
|
None
|
None
|
None
|
Mid-Cap Growth
|
over $100,000
|
over $100,000
|
None
|
$50,001-$100,000
|
Mid-Cap Growth Fund
Advisor Class
|
None
|
None
|
None
|
None
|
Mid-Cap Growth Fund
R Class
|
None
|
None
|
None
|
None
|
Mid-Cap Growth Portfolio
|
None
|
None
|
None
|
None
|
Mid-Cap Growth Portfolio
II
|
None
|
None
|
None
|
None
|
Mid-Cap Value
|
over $100,000
|
None
|
None
|
None
|
Mid-Cap Value Fund
Advisor Class
|
None
|
None
|
None
|
None
|
Mid-Cap Value Fund
R Class
|
None
|
None
|
None
|
None
|
New America Growth
|
over $100,000
|
over $100,000
|
None
|
None
|
New America Growth Fund
Advisor
Class
|
None
|
None
|
None
|
None
|
New America Growth Portfolio
|
None
|
None
|
None
|
None
|
New Asia
|
over $100,000
|
over $100,000
|
over $100,000
|
$10,001-$50,000
|
New Era
|
over $100,000
|
None
|
over $100,000
|
None
|
New Horizons
|
None
|
over $100,000
|
over $100,000
|
None
|
New Income
|
None
|
$50,001-$100,000
|
None
|
None
|
New Income Fund
Advisor Class
|
None
|
None
|
None
|
None
|
New Income Fund
R 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
|
Personal Strategy Balanced
|
None
|
None
|
None
|
None
|
Personal Strategy Balanced Portfolio
|
None
|
None
|
None
|
None
|
Personal Strategy Growth
|
None
|
None
|
None
|
None
|
Personal Strategy Income
|
None
|
None
|
None
|
None
|
Prime Reserve
|
over $100,000
|
$10,001-$50,000
|
None
|
over $100,000
|
Prime Reserve Portfolio
|
None
|
None
|
None
|
None
|
Real Estate
|
None
|
None
|
None
|
None
|
Real Estate Fund
Advisor Class
|
None
|
None
|
None
|
None
|
TRP
Reserve Investment
|
None
|
None
|
None
|
None
|
Retirement 2005
|
None
|
None
|
None
|
None
|
Retirement 2010
|
None
|
None
|
None
|
None
|
Retirement 2010 Fund
Advisor Class
|
None
|
None
|
None
|
None
|
Retirement 2010 Fund
R Class
|
None
|
None
|
None
|
None
|
Retirement 2015
|
None
|
None
|
None
|
None
|
Retirement 2020
|
None
|
None
|
None
|
None
|
Retirement 2020 Fund
Advisor Class
|
None
|
None
|
None
|
None
|
Retirement 2020 Fund
R Class
|
None
|
None
|
None
|
None
|
Retirement 2025
|
None
|
None
|
None
|
None
|
Retirement 2030
|
None
|
None
|
None
|
None
|
Retirement 2030 Fund
Advisor Class
|
None
|
None
|
None
|
None
|
Retirement 2030 Fund
R Class
|
None
|
None
|
None
|
None
|
Retirement 2035
|
None
|
None
|
None
|
None
|
Retirement 2040
|
None
|
None
|
None
|
None
|
Retirement 2040 Fund
Advisor Class
|
None
|
None
|
None
|
None
|
Retirement 2040 Fund
R Class
|
None
|
None
|
None
|
None
|
Retirement 2045
|
None
|
None
|
None
|
None
|
Retirement Income
|
None
|
None
|
None
|
None
|
Retirement Income Fund
Advisor
Class
|
None
|
None
|
None
|
None
|
Retirement Income Fund
R Class
|
None
|
None
|
None
|
None
|
Science & Technology
|
None
|
over $100,000
|
$10,001-$50,000
|
None
|
Science & Technology Fund
Advisor
Class
|
None
|
None
|
None
|
None
|
Short-Term Bond
|
None
|
None
|
over $100,000
|
over $100,000
|
Short-Term Bond Fund
Advisor
Class
|
None
|
None
|
None
|
None
|
Short-Term Income
|
|
|
|
|
Small-Cap Stock
|
over $100,000
|
None
|
$10,001-$50,000
|
None
|
Small-Cap Stock Fund
Advisor Class
|
None
|
None
|
None
|
None
|
Small-Cap Value
|
None
|
None
|
None
|
over $100,000
|
Small-Cap Value Fund
Advisor Class
|
None
|
None
|
None
|
None
|
Spectrum Growth
|
None
|
None
|
None
|
None
|
Spectrum Income
|
None
|
None
|
None
|
None
|
Spectrum International
|
None
|
None
|
None
|
None
|
Summit Cash Reserves
|
over $100,000
|
over $100,000
|
None
|
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
|
over $100,000
|
None
|
None
|
over $100,000
|
Tax-Efficient Balanced
|
None
|
None
|
over $100,000
|
None
|
Tax-Efficient Growth
|
None
|
None
|
None
|
None
|
Tax-Efficient Multi-Cap Growth
|
None
|
None
|
None
|
None
|
Tax-Exempt Money
|
over $100,000
|
None
|
over $100,000
|
None
|
Tax-Free High Yield
|
None
|
None
|
None
|
None
|
Tax-Free Income
|
None
|
None
|
over $100,000
|
None
|
Tax-Free Income Fund
Advisor Class
|
None
|
None
|
None
|
None
|
Tax-Free Short-Intermediate
|
None
|
None
|
None
|
over $100,000
|
Total Equity Market Index
|
None
|
None
|
None
|
None
|
U.S. Bond Index
|
None
|
None
|
None
|
None
|
U.S. Treasury Intermediate
|
None
|
None
|
None
|
None
|
U.S. Treasury Long-Term
|
None
|
None
|
$50,001-$100,000
|
None
|
U.S. Treasury Money
|
None
|
None
|
None
|
None
|
Value
|
over $100,000
|
over $100,000
|
$50,001-$100,000
|
over $100,000
|
Value Fund
Advisor Class
|
None
|
None
|
None
|
None
|
Virginia Tax-Free Bond
|
None
|
None
|
None
|
None
|
</R>
PAGE
115
PAGE
117
Portf
olio Managers` Holdings in the Price Funds
The following table sets forth the Price Fund holdings of each fund`s portfolio manager(s).
<R>
Fund
|
|
Range of Fund Holdings
as of Fund`s Fiscal Year
a
|
All Funds
Range as of
12/31/05
|
|
Portfol
io Manager
|
|
|
Balanced
|
Edmund M. Notzon III
|
none
|
$500,001
$1,000,000
|
Blue Chip Growth
|
Larry J. Puglia
|
$500,001
$1,000,000
|
over $1,000,000
|
Capital Appreciation
|
Jeffrey W. Arricale
David R. Giroux
|
(b)
(b)
|
(b)
$500,001
$1,000,000
|
Capital Opportunity
|
William J. Stromberg
|
$100,001
$500,000
|
over $1,000,000
|
Corporate Income
|
David A. Tiberii
|
$1
$10,000
|
$100,001
$500,000
|
Developing Technologies
|
Jeffrey Rottinghaus
|
$10,001
$50,000
|
$500,001
$1,000,000
|
Diversified Mid-Cap Growth
|
Donald J. Peters
|
$500,001
$1,000,000
|
over $1,000,000
|
Diversified Small-Cap Growth
|
Sudhir Nanda
|
(c)
|
(c)
|
Dividend Growth
|
Thomas J. Huber
|
$100,001
$500,000
|
over $1,000,000
|
Emerging Europe & Mediterranean
|
Christopher D. Alderson
|
none
|
over $1,000,000
|
Emerging Markets Bond
|
Michael J. Conelius
|
$100,001
$500,000
|
$500,001
$1,000,000
|
Emerging Markets Stock
|
Christopher D. Alderson
Frances Dydasco
Mark J.T. Edwards
Gonzalo P
a
ngaro
|
$100,001
$500,000
none
none
$50,001
$100,000
|
over $1,000,000
none
$500,001
$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
|
$10,001
$50,000
|
$100,001
$500,000
|
Financial Services
|
Michael W. Holton
|
$50,001
$100,000
|
$100,001
$500,000
|
Global Stock
|
Robert N. Gensler
|
$500,001
$1,000,000
|
over $1,000,000
|
Global Technology
|
Jeffrey Rottinghaus
|
none
|
$500,001-$1,000,000
|
GNMA
|
Connice A. Bavely
|
$10,001
$50,000
|
$100,001
$500,000
|
Growth & Income
|
Anna M. Dopkin
|
$500,001
$1,000,000
|
over $1,000,000
|
Growth Stock
|
Robert W. Smith
|
over $1,000,000
|
over $1,000,000
|
Health Sciences
|
Kris H. Jenner
|
$100,001
$500,000
|
$100,001
$500,000
|
High Yield
|
Mark J. Vaselkiv
|
$100,001
$500,000
|
over $1,000,000
|
Inflation Protected Bond
|
Daniel O. Shackelford
|
$10,001
$50,000
|
$500,001
$1,000,000
|
International Bond
|
Ian D. Kelson
|
$100,001
$500,000
|
$100,001
$500,000
|
International Discovery
|
M. Campbell Gunn
Anh Lu
Justin Thomson
|
none
none
$100,001
$500,000
|
none
none
$100,001
$500,000
|
International Equity Index
|
E. Frederick Bair
Neil Smith
|
$1
$10,000
none
|
$100,001
$500,000
none
|
International Growth & Income
|
Raymond A. Mills, Ph.D.
|
$100,001
$500,000
|
$500,001
$1,000,000
|
International Stock
|
Mark C.J. Bickford-Smith
Dean Tenerelli
David J.L. Warren
|
$100,001
$500,000
none
$100,001
$500,000
|
$100,001
$500,000
none
$100,001
$500,000
|
Japan
|
M. Campbell Gunn
David J.L. Warren
|
none
$50,001
$100,000
|
none
$100,001
$500,000
|
Latin America
|
Gonzalo P
a
ngaro
|
$100,001
$500,000
|
over $1,000,000
|
Maryland Short-Term Tax-Free Bond
|
Charles
B. Hill
|
$1
$10,000
|
$500,001
$1,000,000
|
Maryland Tax-Free Bond
|
Hugh D. McGuirk
|
$10,001
$50,000
|
over $1,000,000
|
Maryland Tax-Free Money
|
Joseph K. Lynagh
|
$
1
0,001
$50,000
|
over $1,000,000
|
Media & Telecommunications
|
P. Robert Bartolo
Henry M. Ellenbogen
|
$50,001
$100,000
$50,001
$100,000
|
$100,001
$500,000
$500,001
$1,000,000
|
Mid-Cap Growth
|
Brian W.H. Berghuis
|
over $1,000,000
|
over $1,000,000
|
Mid-Cap Value
|
David J. Wallack
|
$100,001
$500,000
|
$500,001
$1,000,000
|
New America Growth
|
Joseph M. Milano
|
$500,001
$1,000,000
|
over $1,000,000
|
New Asia
|
Frances Dydasco
|
none
|
none
|
New Era
|
Charles M. Ober
|
$100,001
$500,000
|
$500,001
$1,000,000
|
New Horizons
|
John H. Laporte
|
over $1,000,000
|
over $1,000,000
|
New Income
|
Daniel O. Shackelford
|
$10,001
$50,000
|
$500,001
$1,000,000
|
Overseas Stock
|
Raymond A. Mills, Ph.D.
|
none
|
$500,001
$1,000,000
|
Personal Strategy Balanced
|
Edmund M. Notzon III
|
$10,001
$50,000
|
$500,001
$1,000,000
|
Personal Strategy Growth
|
Edmund M. Notzon III
|
$10,001
$50,000
|
$500,001
$1,000,000
|
Personal Strategy Income
|
Edmund M. Notzon III
|
$10,001
$50,000
|
$500,001
$1,000,000
|
Prime Reserve
|
James M. McDonald
|
$
50
,001
$
1
00,000
|
over $1,000,000
|
Real Estate
|
David M. Lee
|
$100,001
$500,000
|
over $1,000,000
|
Retirement 2005
|
Jerome A. Clark
Edmund M. Notzon III
|
none
none
|
$500,001
$1,000,000
$500,001
$1,000,000
|
Retirement 2010
|
Jerome A. Clark
Edmund M. Notzon III
|
none
none
|
$500,001
$1,000,000
$500,001
$1,000,000
|
Retirement 2015
|
Jerome A. Clark
Edmund M. Notzon III
|
none
none
|
$500,001
$1,000,000
$500,001
$1,000,000
|
Retirement 2020
|
Jerome A. Clark
Edmund M. Notzon III
|
none
none
|
$500,001
$1,000,000
$500,001
$1,000,000
|
Retirement 2025
|
Jerome A. Clark
Edmund M. Notzon III
|
none
none
|
$500,001
$1,000,000
$500,001
$1,000,000
|
Retirement 2030
|
Jerome A. Clark
Edmund M. Notzon III
|
none
none
|
$500,001
$1,000,000
$500,001
$1,000,000
|
Retirement 2035
|
Jerome A. Clark
Edmund M. Notzon III
|
none
none
|
$500,001
$1,000,000
$500,001
$1,000,000
|
Retirement 2040
|
Jerome A. Clark
Edmund M. Notzon III
|
$
5
0
0,001
$
1,0
00,000
none
|
$500,001
$1,000,000
$500,001
$1,000,000
|
Retirement 2045
|
Jerome A. Clark
Edmund M. Notzon III
|
none
none
|
$500,001
$1,000,000
$500,001
$1,000,000
|
Retirement 2050
|
Jerome
A. Clark
Edmund
M. Notzon III
|
none
none
|
$500,001
$1,000,000
$500,001
$1,000,000
|
Retirement 2055
|
Jerome
A. Clark
Edmund
M. Notzon III
|
none
none
|
$500,001
$1,000,000
$500,001
$1,000,000
|
Retirement Income
|
Jerome A. Clark
Edmund M. Notzon III
|
none
none
|
$500,001
$1,000,000
$500,001
$1,000,000
|
Science & Technology
|
Michael F. Sola
|
$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
|
$100,001
$500,000
|
over $1,000,000
|
Small-Cap Value
|
Preston G. Athey
|
over $1,000,000
|
over $1,000,000
|
Spectrum Growth
|
Edmund M. Notzon III
|
$100,001
$500,000
|
$500,001
$1,000,000
|
Spectrum Income
|
Edmund M. Notzon III
|
$10,001
$50,000
|
$500,001
$1,000,000
|
Spectrum International
|
David J.L. Warren
|
none
|
$100,001
$500,000
|
Summit Cash Reserves
|
James M. McDonald
|
$10,001
$50,000
|
over $1,000,000
|
Summit GNMA
|
Connice A. Bavely
|
none
|
$100,001
$500,000
|
Summit Municipal Income
|
Konstantine B. Mallas
|
$10,001
$50,000
|
$500,001
$1,000,000
|
Summit Municipal Intermediate
|
Charles B. Hill
|
$10,001
$50,000
|
$500,001
$1,000,000
|
Summit Municipal Money Market
|
Joseph K. Lynagh
|
none
|
over $1,000,000
|
Tax-Efficient Balanced
|
Hugh D. McGuirk
Donald
J. Peters
|
$10,001
$50,000
$500,001
$1,000,000
|
over $1,000,000
over $1,000,000
|
Tax-Efficient Growth
|
Donald J. Peters
|
over $1,000,000
|
over $1,000,000
|
Tax-Efficient Multi-Cap Growth
|
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
|
$10,001
$50,000
|
$500,001
$1,000,000
|
Tax-Free Income
|
Mary J. Miller
|
$100,00
1
$500,000
|
over $1,000,000
|
Tax-Free Short-Intermediate
|
Charles B. Hill
|
none
|
$500,001
$1,000,000
|
Total Equity Market Index
|
E. Frederick Bair
Ken D. Uematsu
|
$1
$10,000
none
|
$100,001
$500,000
$50,001
$100,000
|
U.S. Bond Index
|
Edmund M. Notzon III
|
$10,001
$50,000
|
$500,001
$1,000,000
|
U.S. Treasury Intermediate
|
Cheryl A. Mickel
|
$10,001
$50,000
|
$100,001
$500,000
|
U.S. Treasury Long-Term
|
Brian J. Brennan
|
$10,001
$50,000
|
$100,001
$500,000
|
U.S. Treasury Money
|
James M. McDonald
|
none
|
over $1,000,000
|
Value
|
John D. Linehan
|
$100,001
$500,000
|
over $1,000,000
|
</R>
PAGE
119
(a)
See table
beginning
on page
5
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
5
.
<R>
(b)
The individual assumed co-portfolio management responsibility on June 30, 2006, therefore, the range of fund holdings as of
the fund`s fiscal year will be updated concurrently with the fund`s upcoming fiscal year end.
</R>
<R>
(c)
The individual assumed
portfolio management responsibility
on Octobe
r 2, 2006, therefore, the range of fund holdings as of
the fund`s fiscal year will be updated concurrently with the fund`s upcoming fiscal year end.
</R>
The following
funds may be purchased only by institutional investors.
<R>
Fund
|
|
Range of Fund Holdings
as of Fund`s Fiscal Year
a
|
All Funds
Range as of
12/31/05
|
|
Portfolio Manager
|
|
|
Institutional
Concentrated Large-Ca
p
Value
|
David R. Giroux
John D. Linehan
|
none
none
|
$500,001-$1,000,000
over $1,000,000
|
Institutional Core Plus
|
Brian J. Brennan
|
none
|
$100,001
$500,000
|
Institutional Emerging Markets Bond
|
Micheal J. Conelius
|
none
|
$500,001
$1,000,000
|
Institutional Emerging Markets Equity
|
Christopher D. Alderson
Frances Dydasco
Mark J.T. Edwards
Gonzalo P
a
ngaro
David J.L. Warren
|
none
none
none
none
none
|
over $1,000,000
none
$500,001
$1,000,000
over $1,000,000
$100,001
$500,000
|
Institutional Foreign Equity
|
Mark C.J. Bickford-Smith
Dean Tenerelli
David J.L. Warren
|
none
none
none
|
$100,001
$500,000
none
$100,001
$500,000
|
Institutional Global Equity
|
Robert N. Gensler
|
none
|
over $1,000,000
|
Institutional High Yield
|
Mark J. Vaselkiv
|
none
|
over $1,000,000
|
Institutional Large-Cap Core Growth
|
Larry J. Puglia
|
none
|
over $1,000,000
|
Institutional Large-Cap Growth
|
Robert W. Sharps
|
none
|
over $1,000,000
|
Institutional Large-Cap Value
|
David Giroux
John D. Linehan
Brian C. Rogers
|
none
none
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
|
Short-Term Income
|
Edward A. Wiese
|
none
|
over $1,000,000
|
</R>
(a)
See table
beginning
on page
5
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
5
.
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 Year
a
|
All Funds
Range as of
12/31/05
|
|
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
|
$100,001
$500,000
|
International Stock Portfolio
|
Mark C.J. Bickford-Smith
Dean Tenerelli
David J.L. Warren
|
none
none
none
|
$100,001
$500,000
none
$100,001
$500,000
|
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 Portfolio
|
Edmund M. Notzon III
|
none
|
$500,001
$1,000,000
|
Prime Reserve Portfolio
|
James M. McDonald
|
none
|
over $1,000,000
|
(a)
See table
beginning
on page
5
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
5
.
The following funds are designed for persons residing in the indicated state. The portfolio managers reside in
Maryland.
Fund
|
|
Range of Fund Holdings
as of Fund`s Fiscal Year
a
|
All Funds
Range as of
12/31/05
|
|
Portfolio Manager
|
|
|
California Tax-Free Bond
|
Konstantine B. Mallas
|
none
|
$500,001
$1,000,000
|
California Tax-Free Money
|
Joseph K. Lynagh
|
none
|
over $1,000,000
|
Florida Intermediate Tax-Free
|
Charles B. Hill
|
none
|
$500,001
$1,000,000
|
Georgia Tax
-F
ree Bond
|
Hugh D. McGuirk
|
none
|
over $1,000,000
|
New Jersey Tax-Free Bond
|
Konstantine B. Mallas
|
none
|
$500,001
$1,000,000
|
New York Tax-Free Bond
|
Konstantine B. Mallas
|
none
|
$500,001
$1,000,000
|
New York Tax-Free Money
|
Joseph K. Lynagh
|
none
|
over $1,000,000
|
Virginia Tax-Free Bond
|
Hugh D. McGuirk
|
none
|
over $1,000,000
|
PAGE
121
(a)
See table
beginning
on page
5
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
5
.
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 performance over
1
-,
3
-,
5
-, and 10-year periods is the most important input. We 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, though 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 our Investment Steering Committees and
those funds
are the same ones presented to our mutual fund directors in their regular review of fund
performance. Performance is primarily measured on a pre
tax basis though tax
efficiency is considered and is
especially important for the Tax
-
Efficient Funds.
C
ompensation is viewed with a long
-
term time horizon. The
more consistent a manager`s performance over time, the higher the compensation opportunity. The increase or
decrease in a fund`s assets due to the purchase or sale of fund shares is not considered a material factor. In
reviewing relative performance for fixed
-
income 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.
<R>
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 fiscal year of the funds they manage
,
unless otherwise indicated
.
All of
the assets of the
Capital Appreciation,
Institutional Concentrated Large-Cap Value,
Institutional Large-Cap
Value, International Discovery, International Equity Index, Media & Telecommunications,
Tax-Efficient
Balanced,
and
Total Equity Market Index Funds
and the International Stock Portfolio
are
shown as being
allocated to all man
a
gers of th
ose
fund
s
.
T
here are no accounts for which the advisory fee is based on the
performance of the account.
</R>
<R>
|
Registered Investment
Companies
|
Other Pooled Investment
Vehicles
|
Other Accounts
|
|
|
|
Portfolio Manager
|
Number
|
Total Assets
|
Number
|
Total Assets
|
Number
|
Total Assets
|
Christopher D. Alderson
|
8
|
$3,022,014,523
|
3
|
$2,484,694,058
|
3
|
$498,299,221
|
Preston G. Athey
|
7
|
6,966,880,190
|
3
|
37,968,683
|
9
|
838,520,541
|
Jeffrey W. Arricale(a)
|
|
|
|
|
|
|
E. Frederick Bair
|
9
|
6,947,884,558
|
2
|
3,394,160,400
|
1
|
498,751,311
|
P. Robert Bartolo
|
1
|
438,133,385
|
|
|
|
|
Connice A. Bavely
|
5
|
1,
386,402,369
|
1
|
8
6
,
265,
979
|
1
|
2
12
,
034
,
1
54
|
Brian W.H. Berghuis
|
8
|
19,758,863,428
|
1
|
45,768,661
|
4
|
290,032,855
|
Mark C.J. Bickford-Smith
|
3
|
1,218,687,415
|
3
|
128,367,636
|
6
|
2,080,552,514
|
Brian J. Brennan
|
3
|
2
80
,
884
,
309
|
6
|
2
,
744
,
546
,
859
|
7
|
5
4
2,
508
,
780
|
Jerome A. Clark
|
43
|
1
3,
338
,
661
,
809
|
5
|
32,441,641
|
|
|
Michael J. Conelius
|
2
|
497,421,206
|
3
|
274,683,449
|
1
|
|
Anna M. Dopkin
|
1
|
1,740,796,781
|
|
|
|
|
Frances Dydasco
|
1
|
1,285,001,815
|
|
|
|
|
Mark J.T. Edwards
|
2
|
1,699,568,786
|
|
|
|
|
Henry M. Ellenbogen
|
1
|
438,133,385
|
|
|
|
|
Robert N. Gensler
|
2
|
301,208,812
|
2
|
1,055,733,519
|
1
|
35,657,558
|
David Giroux
|
1
|
160,461,930
|
|
|
|
|
M. Campbell Gunn
|
2
|
626,122,479
|
|
|
|
|
Charles B. Hill
|
5
|
1,219,503,120
|
|
|
14
|
1,005,428,894
|
Michael W. Holton
|
1
|
394,151,170
|
|
|
|
|
Thomas J. Huber
|
1
|
773,625,439
|
|
|
|
|
Kris H. Jenner
|
6
|
2,610,514,850
|
2
|
112,912,980
|
1
|
29,731,124
|
Ian D. Kelson
|
13
|
2,354,817,404
|
22
|
377,449,441
|
3
|
45,298,994
|
John H. Laporte
|
2
|
6,964,704,705
|
1
|
39,038,940
|
6
|
535,411,994
|
David M. Lee
|
1
|
961,693,647
|
|
|
|
|
John D. Linehan
|
5
|
4,624,253,891
|
2
|
358,554,035
|
14
|
1,134,966,892
|
Anh Lu
|
1
|
1,290,810,405
|
|
|
|
|
Joseph K. Lynagh
|
5
|
1,782,135,538
|
|
|
14
|
413,183,810
|
Konstantine B. Mallas
|
4
|
917,732,981
|
|
|
4
|
58,273,602
|
Gregory A. McCrickard
|
4
|
8,171,827,968
|
2
|
230,778,306
|
8
|
1,019,325,355
|
James M. McDonald
|
6
|
1
9
,
672
,
937
,
791
|
1
|
4
26
,
924
,7
30
|
|
|
Hugh D. McGuirk
|
4
|
2,021,720,880
|
|
|
10
|
288,723,487
|
Cheryl A. Mickel
|
1
|
2
41
,
954
,
257
|
1
|
3,
45
7,
877
,
929
|
1
8
|
2,8
19
,
107
,
4
5
0
|
Joseph M. Milano
|
2
|
960,202,894
|
|
|
|
|
Mary J. Miller
|
1
|
1,789,849,500
|
|
|
2
|
197,470,994
|
Raymond A. Mills, Ph.D.
|
3
|
1,115,309,653
|
|
|
1
|
29,288,893
|
James M. Murphy
|
1
|
1,430,181,518
|
|
|
|
|
Sudhir Nanda(b)
|
|
|
|
|
|
|
Edmund M. Notzon III
|
21
|
1
1
,
935
,
8
04,
262
|
7
|
1,
047
,
946
,
625
|
13
|
1,
141
,
315
,4
85
|
Charles M. Ober
|
2
|
4,166,754,711
|
|
|
4
|
601,781,869
|
Gonzalo P
a
ngaro
|
3
|
1,233,309,699
|
|
|
|
|
Donald J. Peters
|
14
|
2,941,958,082
|
|
|
31
|
1,904,095,399
|
Larry J. Puglia
|
10
|
13,670,710,486
|
1
|
115,465,244
|
12
|
1,184,539,686
|
Brian C. Rogers
|
13
|
29,524,951,128
|
2
|
207,117,655
|
17
|
1,420,354,309
|
Jeffrey Rottinghaus
|
2
|
163,850,169
|
2
|
13,954,386
|
|
|
Daniel O. Shackelford
|
5
|
4
,
306
,
582
,5
55
|
1
|
164,007,473
|
6
|
1,48
5
,
806
,
1
8
7
|
Robert W. Sharps
|
7
|
2,030,320,450
|
3
|
1,633,412,910
|
9
|
1,159,806,193
|
Neil Smith
|
1
|
137,643,452
|
|
|
|
|
Robert W. Smith
|
13
|
16,249,509,613
|
|
|
4
|
254,784,351
|
Michael F. Sola
|
4
|
5,242,879,182
|
|
|
|
|
William J. Stromberg
|
3
|
1,161,625,064
|
4
|
1,189,854,244
|
22
|
3,763,638,059
|
Dean Tenerelli
|
4
|
2,831,737,011
|
3
|
223,733,249
|
1
|
24,843,069
|
Justin Thomson
|
1
|
471,145,797
|
|
|
|
|
David A. Tiberii
|
2
|
2
19
,
373
,
319
|
3
|
228,
49
0
,
632
|
11
|
1,7
08
,8
81
,
453
|
Ken D. Uematsu
|
1
|
382,230,184
|
|
|
|
|
Mark J. Vaselkiv
|
7
|
5
,
31
0
,
12
4
,10
8
|
9
|
2
,
72
0
,
7
9
1
,
479
|
1
7
|
2,
232
,
352
,
141
|
David J. Wallack
|
3
|
6,330,378,523
|
1
|
36,947,675
|
1
|
89,613,546
|
David J.L. Warren
|
4
|
6,726,075,342
|
1
|
127,544,987
|
1
|
42,108,928
|
Edward A. Wiese
|
3
|
1,
504
,
306
,
1
43
|
1
|
38,583,369
|
10
|
1,
424
,7
3
2
,
8
5
9
|
Paul W. Wojcik
|
4
|
832,110,948
|
|
|
1
|
28,266,606
|
</R>
PAGE
123
<R>
(a)
This individual assumed co-portfolio management responsibility on June 30, 2006, therefore,
information on other managed
accounts
will be updated concurrently with the
upcoming fiscal year end
of the managed mutual fund
.
</R>
<R>
(b)
This individual assumed
portfolio management responsibility
on Octobe
r 2, 2006, therefore,
information on other managed
accounts
will be updated concurrently with the
upcoming fiscal year end
of the managed mutual fund
.
</R>
Conflicts of Interest
Portfolio managers at T.
Rowe Price typically manage multiple accounts. These accounts may include, among
others, mutual funds, separate accounts (assets managed on behalf of institutions such as pension funds,
colleges and universities, foundations), 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
has
adopted brokerage and trade allocation policies and procedures which it believes are reasonably designed to
address any potential conflicts associated with managing multiple accounts for multiple clients. Also, as
disclosed under the "Portfolio Manager`s Compensation" section, our portfolio managers` compensation is
determined in the same manner with respect to all portfolios managed by the portfolio manager. Please see the
"Portfolio Transactions" section of this Statement of Additional Information 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 pays Morningstar for a variety of products and services and manages the
Morningstar retirement plan. In addition, Morningstar may provide investment consulting and investment
management services to clients of T.
Rowe Price.
PRINCIPAL HOLDERS OF SECURITIES
As of November 30, 2006, the directors and officers of the funds, as a group, owned less than 1% of the
outstanding shares of any fund.
As of November 30, 2006, the following shareholders of record owned more than 5% of the outstanding shares
of the indicated funds and/or classes.
<R>
Fund
|
Shareholder
|
%
|
Balanced
|
T.
Rowe Price Trust Company
Attn.: TRPS Institutional Control Department
P.O. Box 17215
Baltimore, Maryland 21297
|
4
7.59
(c)
|
Blue Chip Growth
|
Fidelity Investments
Institutional Operations Company
FIIOC as Agent for Merck & Co. Inc.
100 Magellan Way (KW1C)
Covington, Kentucky 41015
Pirateline & Co.
T.
Rowe Price Associates
Attn.: Fund Accounting Department
100 East Pratt Street
Baltimore, Maryland 21202
T.
Rowe Price Retirement Plan Services TR
Blue Chip Growth Fund
Attn.: Asset Reconciliations
P.O. Box 17215
Baltimore, Maryland 21297
|
5.
19
6.
9
6
29.66
(b)
|
Blue Chip Growth Fund
Advisor Class
|
John Hancock Life Insurance Company USA
250 Bloor Street East, Floor 7E
Toronto Ontario Canada M4W1E5
Mercer Trust Company TR
FBO Reuters 401(k) Pension Plan
1 Investors Way
Norwood, Massachusetts 02062
National Financial Services for the Exclusive Benefit of
Our Customers
200 Liberty Street
One Financial Center, 4th Floor
New York, New York 10281
|
38.97
(a)
6.
4
3
1
3
.
54
|
Blue Chip Growth Fund
R Class
|
American United Life
Separate Account II
P.O. Box 1995
Indianapolis, Indiana 46206
Massachusetts Mutual Life Insurance Co.
1295 State Street
Fund Operations
Springfield, Massachusetts 01111
Nationwide Trust Company FSB
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, Ohio 43218
Taynik & Co.
c/o Investors Bank & Trust
P.O. Box 9130
Boston, Massachusetts 02117
|
19.98
14.48
16.35
6.47
|
California Tax-Free Money
|
Georgette O`Connor Day TR
Georgette O`Connor Day Trust
Los Angeles, California
|
8
.
8
2
|
Capital Appreciation
|
Charles Schwab & Co., Inc.
Reinvest Account
Attn.: Mutual Fund Department
101 Montgomery Street
San Francisco, California 94104
National Financial Services for the Exclusive Benefit of
Our Customers
T.
Rowe Price Trust Company
Attn.: TRPS Institutional Control Department
|
8.66
9.
48
6.
65
|
Capital Appreciation Fund
Advisor Class
|
Americas Life Insurance Corp.
5900 O Street
Lincoln, Nevada 68510-2234
Investors Bank & Trust
FBO Various Retirement Plans
4 Manhattanville Road
Purchase, New York 10577
National Financial Services for the Exclusive Benefit of
Our Customers
|
7.66
7.49
38.81
(a)
|
Capital Opportunity
|
McWood & Co.
c/o First Citizens Bank & Trust
P.O. Box 29522
Raleigh, North Carolina 27626
Swebak & Co.
c/o Amcore Investment Group
P.O. Box 4599
Rockford, Illinois 61110
|
31.18
(a)
19.51
|
Capital Opportunity Fund
Advisor Class
|
National Financial Services for the Exclusive Benefit of
Our Customers
T.
Rowe
Price Associates
Attn.: Financial Reporting Department
100 East Pratt Street
Baltimore, Maryland 21202
|
6.14
9
0.44
(e)
|
Capital Opportunity Fund
R Class
|
T.
Rowe
Price Associates
Attn.: Financial Reporting Department
|
100.00(e)
|
Corporate Income
|
Yachtcrew & Co.
T.
Rowe Price Associates
Attn.: Fund Accounting Department
100 East Pratt Street
Baltimore, Maryland 21202
|
4
3.86
(d)
|
Developing Technologies
|
TRP Finance, Inc.
802 West Street
Suite 301
Wilmington, Delaware 19801
Trustees of T.
Rowe Price
U.S. Retirement Program
Attn.: Financial Reporting Department
P.O. Box 89000
Baltimore, Maryland 21289
|
6.
40
7
.
94
|
Dividend Growth
|
T.
Rowe Price Trust Company
Dividend Growth Fund (DGF)
Attn.: Asset Reconciliation
P.O. Box 17215
Baltimore, Maryland 21297
|
1
4.98
|
Dividend Growth Fund
Advisor Class
|
Charles Schwab & Co., Inc.
T.
Rowe
Price Associates
Attn.: Financial Reporting Department
|
6.66
93.00
(e)
|
Emerging Europe & Mediterranean
|
National Financial Services for the Exclusive Benefit of
Our Customers
|
2
1.51
|
Emerging Markets Bond
|
Charles Schwab & Co., Inc.
National Financial Services for the Exclusive Benefit of
Our Customers
Yachtcrew & Co.
|
8.45
6.84
18.48
|
Emerging Markets Stock
|
Charles Schwab & Co., Inc.
National Financial Services for the Exclusive Benefit of
Our Customers
T.
Rowe Price Trust Company
Attn.: TRPS Institutional Control Department
|
9
.
48
12.12
5.
69
|
Equity Income
|
T.
Rowe Price Trust Company
Attn.: TRPS Institutional Control Department
|
20.
1
4
|
Equity Income Fund
Advisor Class
|
Citigroup Global Markets Inc.
333 West 34th Street, 3rd Floor
New York, New York 10001
John Hancock Life Insurance Company USA
National Financial Services for the Exclusive Benefit of
Our Customers
PRIAC
FBO Various Retirement Plans
801 Pennsylvania Avenue
Kansas City, Missouri 64105
|
9.
1
2
13.
40
3
5
.
0
6(
a)
7.30
|
Equity Income Fund
R Class
|
American United Life
Sep
arate Account II
Nationwide Trust Company FSB
Unified Trust Company NA
2353 Alexandria Drive, Suite 100
Lexington, Kentucky 40504
Wachovia Bank
FBO Various Retirement Plans
1525 West W
T
Harris Boulevard
Charlotte, North Carolina 28288
|
14.45
10
.
16
6
.
00
1
3
.
49
|
Equity Index 500
|
Retirement Portfolio 2010
T.
Rowe Price Associates
Attn.: Fund Accounting Department
100 East Pratt Street
Baltimore, Maryland 21202
Retirement Portfolio 2015
T.
Rowe Price Associates
Attn.: Fund Accounting Department
100 East Pratt Street
Baltimore, Maryland 21202
Retirement Portfolio 2020
T.
Rowe Price Associates
Attn.: Fund Accounting Department
100 East Pratt Street
Baltimore, Maryland 21202
T.
Rowe Price Trust Company
Attn.: RPS Control Department
10090 Red Run Boulevard
Owings Mills, Maryland 21117
|
9.52
5.40
9.09
14.30
|
European Stock
|
Bobstay & Co.
T. Rowe Price Associates
Attn.: Fund Accounting Department
100 East Pratt Street
Baltimore, Maryland 21202
Charles Schwab & Co., Inc.
|
8.25
6.85
|
Extended Equity Market Index
|
T.
Rowe Price Trust Company
Attn.: TRPS Institutional Control Department
|
2
1
.
12
|
Financial Services
|
National Financial Services for the Exclusive Benefit of
Our Customers
|
5.
14
|
Georgia Tax-Free Bond
|
Charles Schwab & Co., Inc.
|
5.84
|
Global Stock
|
Charles Schwab & Co., Inc.
National Financial Services for the Exclusive Benefit of
Our Customers
T.
Rowe Price Retirement Plan Services, Inc.
Omnibus Plan
Install Team
P.O. Box 17215
Baltimore, Maryland 21297
|
5
.
29
6.
39
6.
48
|
Global Stock Fund
Advisor Class
|
T. Rowe Price Associates
National Financial Services for the Exclusive Benefit of
Our Customers
|
64.75
(e)
32.20
(a)
|
Global Technology
|
National Financial Services for the Exclusive Benefit of
Our Customers
|
5.10
|
GNMA
|
Yachtcrew & Co.
|
4
2.92
(d)
|
TRP Government Reserve Investment
|
Barnaclesail
c/o T.
Rowe Price Associates
Attn.: Mid-Cap Growth Fund
100 East Pratt Street
Baltimore, Maryland 21202
Bridgesail & Co.
c/o T. Rowe Price Associates
Attn.: Science & Technology Fund
100 East Pratt Street
Baltimore, Maryland 21202
Heirloom & Co.
c/o T. Rowe Price Associates
Attn.: Media & Telecommunications Fund
100 East Pratt Street
Baltimore, Maryland 21202
T.
Rowe Price Retirement Plan Services, Inc.
Attn.: RPS Cash Group
45
1
5 Painters Mill Road
Owings Mills, Maryland 21117
|
49.05
(a)
24.49
6.46
1
2.78
|
Growth & Income
|
T. Rowe Price Trust Company
Attn.: TRPS Institutional Control Department
|
2
0.2
6
|
Growth Stock
|
Charles Schwab & Co., Inc.
T.
Rowe Price Trust Company
Attn.: TRPS Institutional Control Department
|
5.
05
1
2
.
00
|
Growth Stock Fund
Advisor Class
|
National Financial Services for the Exclusive Benefit of
Our Customers
U.S. Bank
FBO Private Asset Department
OA Platform
P.O. Box 1787
Milwaukee, Wisconsin 53201
|
32.81
(a)
6.
63
|
Growth Stock Fund
R Class
|
American United Life
Separate Account II
Nationwide Trust Company FSB
Suntrust Bank TR
FBO Florida Rock Industries Inc.
Profit Sharing & Deferred Earnings Plan
c/o FASCORP
8515 East Orchard Road
Attn.: 2T2
Englewood, Colorado 80111
|
12.44
7.
2
8
5.29
|
Health Sciences
|
John Hancock Life Insurance Company USA
|
8.
8
4
|
High Yield
|
Retirement Portfolio 2010
Retirement Portfolio 2020
Yachtcrew & Co.
|
5.33
6.67
2
2.03
|
High Yield Fund
Advisor Class
|
National Financial Services for the Exclusive Benefit of
Our Customers
|
9
5.
43
(a)
|
Inflation Protected Bond
|
T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account
Inflation Protected Bond
P.O. Box 17215
Baltimore, Maryland 21297
|
20.03
|
Institutional Core Plus
|
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
Episcopal Community Services of the Diocese
of Pennsylvania
225 South 3rd Street
Philadelphia,
Pennsylvani
a 19106
TRP Finance, Inc
.
|
51.74
(a)
9.67
38.59
(f)
|
Institutional Emerging Markets Equity
|
Mac & Co.
Mutual Funds Operations
P.O. Box 3198
525 William Penn Place
Pittsburgh, Pennsylvania 15230
Nabank & Co.
Daily Record Keeping Account
Attn.: Trust Securities
P.O. Box 2180
Tulsa, Oklahoma 74101
SEI Private Trust Co.
c/o Harris Bank
Attn.: Mutual Funds
One Freedom Valley Drive
Oaks, Pennsylvania 19456
The Glenmede Trust Co.
Lauer & Company
P.O. Box 58997
Philadelphia, Pennsylvania 19102
The Nemours Foundation
4600 Touchton Road East
Building 200, Suite 500
Jacksonville, Florida 32246
|
6.
70
7.
85
35.18
(a)
11.37
8
.
4
8
|
Institutional Foreign Equity
|
Mac & Co.
Nabank & Co.
Saxon & Co.
P.O. Box 7780-1888
Philadelphia, Pennsylvania 1918
2
State Street Bank & Trust Co. Cust.
Houston Metro Transit Authority Fund
MTA Union
805 Pennsylvania Avenue
Tower 2, 5th Floor
Kansas City, Missouri 64105
State Street Bank & Trust Co. Cust.
Houston Metro Transit Authority Fund
MTA Non-Union
805 Pennsylvania Avenue
Tower 2, 5th Floor
Kansas City, Missouri 64105
T. Rowe Price Trust Company
Balanced Fund Employee Profit Sharing Retirement
Plan of Winn Dixie Stores, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Vanguard Fiduciary Trust Company
FBO Pioneer Hi-Bred Mix 3
and Mix 4
P.O. Box 2600
Valley Forge, Pennsylvania 19482
|
10
.
38
5.
46
5.
60
1
1.04
8.90
5.56
18.59
|
Institutional Global Equity
|
TRP Finance, Inc.
|
100.00(f)
|
Institutional High Yield
|
Bread & Co.
c/o T.
Rowe Price Associates
Attn.: Balanced Fund
100 East Pratt Street
Baltimore, Maryland 21202
Fidelity Investments
Institutional Operations Co.
100 Magellan Way (KW1C)
Covington, Kentucky 41015-1999
Ladybird & Co.
c/o T.
Rowe Price Associates
Attn.: Personal Strategy Income Fund
100 East Pratt Street
Baltimore, Maryland 21202
Ladybug & Co.
c/o T.
Rowe Price Associates
Attn.: Personal Strategy Balanced Fund
100 East Pratt Street
Baltimore, Maryland 21202
National City TR
FBO Jones Day 401(k) Plan
Attn.: Trust Mutual Funds
P.O. Box 94984
Cleveland, Ohio 44101
|
23.39
23.65
7.48
11.34
6.65
|
Institutional Large-Cap Core Growth
|
Immaculate Heart Missions Inc.
Casa Generalizia
Via S. Giovanni Eudes 95
Roma, Italy 00163
Post & Co.
c/o The Bank of New York
Mutual Fund Reorg. Department, 6th Floor
P.O. Box 1066
Wall Street Station
New York, New York 10268
The Jewish Foundation of Cincinnati
804
4 Montgomery Road, Suite 700
Cincinnati, Ohio 45236
TRP Finance, Inc.
|
23.88
44.84(a)
22.47
5.78
|
Institutional Large-Cap Growth
|
Charles Schwab & Co., Inc.
Dewey Ballantine LLP
Fidelity Investments
Institutional Operations Company
FIIOC as Agent for Florida Power & Light
|
2
2.40
5.
91
12.71
|
Institutional Large-Cap Value
|
Carey & Co.
c/o Huntington Trust Company
7 Easton Oval
Columbus, Ohio 43219
Charles Schwab & Co., Inc.
Dewey Ballantine LLP
Fidelity Management TR
FBO Retirement Savings Plan for Pilots of US Airways Inc.
82 Devonshire Street Z1M
Boston, Massachusetts 02109
Immaculate Heart Missions Inc.
Casa Generalizia
Via S. Giovanni Eudes 95
Roma, Italy 00163
Investors Bank & Trust
FBO Various Retirement Plans
4 Manhattanville Road
Purchase, New York 10577
Patterson & Co.
FBO Town of West Hartford Pension
1525 West WT Harris Boulevard
Charlotte, North Carolina 28288
|
7.89
2
8.41
(a)
9.
50
6.20
5.19
1
8.79
6.4
5
|
Institutional Mid-Cap Equity Growth
|
Balsa & Company
14
221 Dallas Parkway
Dallas, Texas 75254
Bank of New York Trust
FBO Arch Coal Pension Plan
Attn.: Tom Campbell
1 Wall Street, 12th Floor
New York, New York 10286-0001
SEI Private Trust Co.
c/o M&T Bank
Stichting Pensioenfonds
P.O. Box 1982
3000 B Z Rotterdam
Netherlands
U.S. Bank
FBO Land O` Lakes Retirement Trust
|
5.32
5.15
5.
2
3
5.20
5.
56
|
Institutional Small-Cap Stock
|
National Financial Services for the Exclusive Benefit of
Our Customers
Pinnacol Assurance
7501 E. Lowry Boulevard
Denver, Colorado 80230-7006
Sigler & Co.
Smithsonian Institution
3 Chase Metrotech Center, 5th Floor
Brooklyn, New York 11245
Trust &
Custody Services Bank LTD
Tower
Z Harumi Triton Square 8-12
Harumi 1-Chome Chuo-Ku
Tokyo, Japan 10
4
-6
228
|
1
5.59
5.04
1
3
.
90
1
1.54
|
International Bond
|
Charles Schwab & Co., Inc.
National Financial Services for the Exclusive Benefit of
Our Customers
Yachtcrew & Co.
|
12.
72
5.
95
2
5
.
59(
d)
|
International Bond Fund
Advisor Class
|
Citigroup Global Markets Inc.
Citigroup Institutional Trust Co.
Smith Barney 401(k) Advisor Group
400 Atrium Drive
Somerset, New Jersey 08873
National Financial Services for the Exclusive Benefit of
Our Customers
|
5
5.93
(a)
11.72
19.45
|
International Discovery
|
Fidelity Investments
Institutional Operations Company
FIIOC as Agent for
Ford SSIP
T.
Rowe
Price Retirement Plan Services, Inc.
Attn.: Asset Reconciliation
P.O. Box 17215
Baltimore, Maryland 21297
Vanguard Fiduciary Trust Company
T.
Rowe Price Retail Class Funds
Attn.: Outside Funds
P.O. Box 2600
Valley Forge, Pennsylvania 19482
|
10.27
6.
59
9.
3
1
|
International Equity Index
|
T.
Rowe Price Retirement Plan Services, Inc.
Omnibus Plan
New Business-Conv. Assets
P.O. Box 17215
Baltimore, Maryland 21297
|
1
2
.
82
|
International Growth & Income
|
Pirateline & Co.
Retirement Portfolio 2010
Retirement Portfolio 2020
Retirement Portfolio 2025
Retirement Portfolio 2030
T.
Rowe Price Associates
Attn.: Fund Accounting Department
100 East Pratt Street
Baltimore, Maryland 21202
|
12.52
6
.
53
1
0
.
74
5.02
8.49
|
International Growth & Income Fund
Advisor Class
|
U.S. Bank
FBO Private Asset Department
OA Platform
|
91.43
(a)
|
International Growth & Income Fund
R Class
|
American United Life
American Unit Investment Trust
American United Life
Separate Account II
|
3
1.38
(a)
4
5.75
(a)
|
International Stock
|
T.
Rowe Price Trust Company
Attn.: TRPS Institutional Control Department
|
1
3.96
|
International Stock Fund
Advisor Class
|
Citigroup Global Markets Inc.
U.S. Bank
FBO Private Asset Department
OA Platform
|
2
2.03
2
4.14
(a)
|
International Stock Fund
R Class
|
American United Life
Separate Account II
AST Trust Company
FBO Anesthesiology Consultants
Exchange PC 401(K) PSP
P.O. Box 52129
Phoenix, Arizona 85072-2129
|
59.73(
a)
6.33
|
Japan
|
Charles Schwab & Co., Inc.
National Financial Services for the Exclusive Benefit of
Our Customers
|
7.30
9.56
|
Latin America
|
Charles Schwab & Co., Inc.
Wilmington Trust Co.
FBO Continental Airlines Inc.
DCP Plan
c/o Mutual Funds
P.O. Box 8971
Wilmington, Delaware 19899
|
9.66
5.
06
|
Maryland Tax-Free Money
|
T.
Rowe
Price Associates
Attn.: Financial Reporting Department
|
1
9
.
2
9
|
Media & Telecommunications
|
Charles Schwab & Co., Inc.
T.
Rowe Price
Trust Company
Media &
Telecommunications Fund
P.O. Box 17215
Baltimore, Maryland 21297
|
6.36
8.
2
6
|
Mid-Cap Growth
|
Charles Schwab & Co., Inc.
T.
Rowe Price Trust Company
Attn.: Asset Reconciliations
P.O. Box 17215
Baltimore, Maryland 21297
|
6.98
1
8
.
8
8
|
Mid-Cap Growth Fund
Advisor Class
|
MITRA & Company
11270 West Park Place
Suite 400
Attn.: Mutual Funds
Milwaukee, Wisconsin 53224
National Financial Services for the Exclusive Benefit of
Our Customers
U.S. Bank
FBO Private Asset Department
OA Platform
Vanguard Fiduciary Trust Company
T.
Rowe Price Advisor Class Funds
Attn.: Outside Funds
P.O. Box 2900
Valley Forge, Pennsylvania 19482
Wells Fargo Bank NA
FBO RPS T. Rowe Price Mid-Cap Growth
P.O. Box 1533
Minneapolis, Minnesota 55480
|
6.
2
6
1
2
.
25
8.
82
14.
38
5.
2
4
|
Mid-Cap Growth Fund
R Class
|
American United Life
Separate Account II
ING Life Insurance & Annuity Company
151 Farmington Avenue
Hartford, Connecticut 06156
Nationwide Trust Company FSB
T.
Rowe Price Retirement Plan Services, Inc.
Omnibus Account
Retirement MGR
|
5.
4
1
18.
68
15.88
6.
4
6
|
Mid-Cap Value
|
Charles Schwab & Co., Inc.
National Financial Services for the Exclusive Benefit of
Our Customers
T.
Rowe Price Retirement Plan Services, Inc.
Omnibus Account
New Business Group
P.O. Box 17215
Baltimore, Maryland 21297
|
5.93
6.
4
5
7.71
|
Mid-Cap Value Fund
Advisor Class
|
John Hancock Life
Insurance Company USA
Mitra & Co.
11270 W. Park Place, suite 400-PPW-08-WM
Milwaukee, Wisconsin 53224-3623
National Financial Services for the Exclusive Benefit of
Our Customers
Union Central Life Insurance Company
1876 Waycross Road, #3
Cincinnati, Ohio 45240
U.S. Bank
FBO Private Asset Department
OA Platform
Whitelaw & Co.
National City Bank
P.O. Box 94984
Cleveland, Ohio 44101-4984
|
5.
48
5.10
1
7.27
6.
59
8
.
41
5.15
|
Mid-Cap Value Fund
R Class
|
American United Life
Separate Account II
ING Life Insurance & Annuity Company
J.P. Morgan Chase TR
FBO ADP Mid Market Product
3 Metrotech Center, 6th Floor
Brooklyn, New York 11245
Nationwide Trust Company FSB
State Street Bank & TR
FBO ADP Daily Valuation B
105 Rosemont Road
Westwood, Massachusetts 02090
|
7
.
40
7.50
6.7
7
14.62
2
5
.
90
(a)
|
New America Growth
|
T.
Rowe Price Trust Company
Attn.: TRPS Institutional Control Department
Wilmington Trust Co.
|
2
0
.
6
1
7.
6
4
|
New America Growth Fund
Advisor Class
|
National Financial Services for the Exclusive Benefit of
Our Customers
|
100.00
(a)
|
New Asia
|
Charles Schwab & Co., Inc.
|
8.57
|
New Era
|
Charles Schwab & Co., Inc.
National Financial Services for the Exclusive Benefit
of
O
ur
Customers
|
9.
1
8
5.98
|
New Horizons
|
Pirateline & Co.
T.
Rowe Price Trust Company
Attn.: TRPS Institutional Control Department
|
5
.
92
2
6.67
(c)
|
New Income
|
Retirement Portfolio 2010
Retirement Portfolio 2015
Retirement Portfolio 2020
T.
Rowe Price Trust Company
Attn.: TRPS Institutional Control Department
Yachtcrew & Co.
|
12.05
6.25
9.17
6.99
2
1.03
|
New Income Fund
R Class
|
MITRA & Company
Nationwide Trust Company FSB
T.
Rowe Price Retirement Plan Services, Inc.
Omnibus Account
Retirement NIR
|
14.12
17.60
49.06
(b)
|
New Jersey Tax-Free Bond
|
PFPC Brokerage Inc.
PFPC Wrap Services
FBO Hilliard Lyons/Capital Dist.
|
9.75
|
Personal Strategy Balanced
|
T.
Rowe Price Trust Company
Balanced
Attn.: Asset Reconciliation
P.O.
Box 17215
Baltimore, Maryland 21297
|
4
1
.
11
(c)
|
Personal Strategy Growth
|
T.
Rowe Price Trust Company
Attn.: Growth Asset
P.O. Box 17215
Baltimore, Maryland 21297
|
3
0.
7
7
(c)
|
Personal Strategy Income
|
T.
Rowe Price Trust Company
Income
Attn.: Asset Reconciliation
P.O. Box 17215
Baltimore, Maryland 21297
|
3
0
.
6
9
(c)
|
Prime Reserve
|
T.
Rowe Price Trust Company
Attn.: TRPS Institutional Control Department
|
12.
2
4
|
Real Estate
|
Charles Schwab & Co., Inc.
T.
Rowe Price Retirement Plan Services, Inc.
Omniplan Account
New Business Group Conv. Asset
P.O. Box 17215
Baltimore, Maryland 21297
|
5.32
6.57
|
Real Estate Fund
Advisor Class
|
National Financial Services for the Exclusive Benefit of
Our Customers
Union Bank TR Nominee
FBO Bank of Tokyo Mitsubishi
P.O. Box 85484
San Diego, California 92186
Wachovia Bank
FBO Various Retirement Plans
|
61.44
(a)
8.13
9.54
|
TRP Reserve Investment
|
Eye & Co.
Attn.: Growth Stock Fund
100 East Pratt Street
Baltimore, Maryland 21202
Seamile & Co.
c/o T.
Rowe Price Associates
Attn.: Capital Appreciation Fund
100 East Pratt Street
Baltimore, Maryland 21202
Taskforce & Co.
c/o T.
Rowe Price Associates
Attn.: Equity Income Fund
100 East Pratt Street
Baltimore, Maryland 21202
The GCG Trust
Fully Managed Series
Bank of New York
One Wall Street, 25th Floor
New York, New York 10286
|
6.40
20.17
1
1.58
6.09
|
Retirement 2010
|
T.
Rowe Price Retirement Plan Services, Inc.
Omnibus Account
Retirement 2010
P.O. Box 17215
Baltimore, Maryland 21297
|
5
3.5
6
(b)
|
Retirement 2010 Fund
Advisor Class
|
AIG Federal Savings Bank TR
FBO Memorial Health System 401(k) Plan
2929 Allen Parkway
Houston, Texas 77019
Saxon and Co.
State Street Bank & Trust Co.
Olin Corp. Contribution
1 Heritage Drive
Quincy, Massachusetts 02171-2105
Union Bank TR Nominee
FBO Bank of Tokyo Mitsubishi
Union Central Life Insurance Co.
|
13.28
5.16
14.76
7.54
1
3.37
|
Retirement 2010 Fund
R Class
|
American Red Cross Savings Plan
State Street Bank & Trust Co.
105 Rosemont Road
Westwood, Massachusetts 02090
Saxon and Co.
|
39.29
(a)
1
5.11
|
Retirement 2015
|
T.
Rowe Price Retirement Plan Services, Inc.
Om
n
ibus Account Retirement
|
5
6.14
(b)
|
Retirement 2020
|
T.
Rowe Price Retirement Plan Services, Inc.
Omnibus Account
Retirement 2020
P.O. Box 17215
Baltimore, Maryland 21297
|
5
7.62
(b)
|
Retirement 2020 Fund
Advisor Class
|
AIG Federal Savings Bank TR
FBO Memorial Health System 401(k) Plan
Saxon and Co.
State Street Bank & Trust Co.
Olin Corp. Contribution
Union Bank TR Nominee
FBO Bank of Tokyo Mitsubishi
Union Central Life Insurance Co.
|
13.84
8.47
10.20
5.00
16.71
|
Retirement 2020 Fund
R Class
|
American Red Cross Savings Plan
Saxon and Co.
Union Bank
of California
TR Nominee
FBO Omnibus Account
Wachovia Bank
FBO Various Retirement Plans
|
1
2.09
2
2
.
05
5.38
5.39
|
Retirement 2025
|
T.
Rowe Price Retirement Plan Services, Inc.
Omnibus Account Retirement
|
6
2.88
(b)
|
Retirement 2030
|
T.
Rowe Price Retirement Plan Services, Inc.
Omnibus Account
Retirement 2030
P.O. Box 17215
Baltimore, Maryland 21297
|
6
0.39
(b)
|
Retirement 2030 Fund
Advisor Class
|
AIG Federal Savings Bank TR
FBO Memorial Health System 401(k) Plan
Saxon and Co.
State Street Bank & Trust Co.
Olin Corp. Contribution
Union Bank TR Nominee
FBO
B
ank of Tokyo Mitsubishi
Union Central Life Insurance Co.
|
16.73
10.06
7.48
5.58
19.88
|
Retirement 2030 Fund
R Class
|
American Red Cross Savings Plan
Saxon and Co.
State Street Bank & TR
FBO ADP Daily Valuation B
Suntrust Bank TR
FBO Churchill Downs Inc. 401(k)
Suntrust Bank TR
FBO
Florida Rock Industries Inc.
Wachovia Bank
FBO Various Retirement Plans
|
14.00
1
9.
91
5.
19
5.97
5.
33
5.65
|
Retirement 2035
|
T.
Rowe Price Retirement Plan Services, Inc.
Omnibus Account Retirement
|
6
4.99
(b)
|
Retirement 2040
|
T.
Rowe Price Retirement Plan Services, Inc.
Omnibus Account
Retirement 2040
P.O. Box 17215
Baltimore, Maryland 21297
|
6
4.15
(b)
|
Retirement 2040 Fund
Advisor Class
|
AIG Federal Savings Bank TR
FBO Memorial Health System 401(k) Plan
Saxon and Co.
Union Central Life Insurance Co.
Wilmington Trust Company TTEE
FBO Kaleida 40
3
(
b
) Retirement Plan
P.O. Box 8880
Wilmington, Delaware 19899
|
1
1.61
11.31
18.08
1
0.85
|
Retirement 2040 Fund
R Class
|
J.P. Morgan Chase TR
FBO ADP Mid Market Product
Saxon and Co.
State Street Bank & TR
FBO ADP Daily Valuation B
Suntrust Bank TR
FBO Churchill Downs Inc. 401(k)
Suntrust Bank TR
FBO Florida Rock Industries Inc.
Wachovia Bank
FBO Various Retirement Plans
|
5.
34
16.19
7.99
10.78
16.75
5.
44
|
Retirement 2045
|
Mac & Co.
T.
Rowe Price Retirement Plan Services, Inc.
Omnibus Account Retirement
|
9.76
61.31
(b)
|
Retirement Income
|
T.
Rowe Price Retirement Plan Services, Inc.
Omnibus Account
Retirement Income
P.O. Box 17215
Baltimore, Maryland 21297
|
3
1.17
(b)
|
Retirement Income Fund
Advisor Class
|
AIG Federal Savings Bank TR
FBO Memorial Health System 401(k) Plan
Amvescap National Trust Co.
P.O. Box 105779
Atlanta, Georgia 30348-5779
Orchard Trust Co. LLC Customer
FBO Employee Benefits
Saxon and Co.
8515 E. Orchard Road
Englewood, Colorado 80111-5002
Saxon & Co.
State Street Bank & Trust Co.
Olin Corp. Contribution
Union Bank TR Nominee
FBO Bank of Tokyo Mitsubishi
|
21.82
5.34
5.22
5.69
18.78
11.99
|
Retirement Income Fund
R Class
|
Citistreet Retirement Services
Trusteed by State Street Bank and Trust
1 Heritage Drive
Quincy, Massachusetts 02171
Fulton Financial Adv. TTEE
FBO TMI Systems Inc.
P.O. Box 3215
Lancaster, Pennsylvania 17604
Mac & Co.
Wachovia Bank
FBO Various Retirement Plans
|
3
0.73
(a)
5.56
23.19
14.53
|
Science & Technology
|
T.
Rowe Price Trust Company
Attn.: TRPS Institutional Control Department
|
2
2
.
35
|
Science & Technology Fund
Advisor Class
|
John Hancock Life Insurance Company USA
|
90.59
(a)
|
Short-Term Bond
|
Yachtcrew & Co.
|
19.46
|
Short-Term Bond Fund
Advisor Class
|
Hilliard Lyons Custodian
Audubon, New Jersey
Penfirn & Co.
FBO 20994060
P.O. Box 3327
Om
a
ha, Ne
braska
6810
3
Trust Company of America
P.O. Box 6503
Englewood, Colorado 80155
Trustlynx & Co.
Company 00p06
P.O. Box 173736
Denver
,
Colorado 80217
UMB Bank
Northwestern Lehigh SD
6128 Lone Pond Lane
Allentown, Pennsylvania
18104
UMB Bank
Woodbine, New Jersery
|
8.80
8.23
46.01
(a)
9.89
7.29
1
5.31
|
Small-Cap Stock
|
Norwest Bank Company NA TR
FBO State of Minnesota Deferred Compensation Plan
Minnesota State Deferred Compensation Plan Trust
c/o Great West Life Recordkeeper
8515 East Orchard Road
Attn.: 2T2
Englewood, Colorado 80111
T.
Rowe Price Trust Company
T.
Rowe Price OTC Fund
Attn.: RPS Control Department
P.O. Box 17215
Baltimore, Maryland 21297
|
5.
79
16.
48
|
Small-Cap Stock Fund
Advisor Class
|
ICMA Retirement Trust
777 North Capitol Street NE, Suite 600
Washington, DC 20002
Minnesota Life
401 Robert Street North
Saint Paul, Minnesota 55101
Northern Trust Company TR Home Depot
Future Builder 401(k) Plan
P.O. Box 92994
Chicago, Illinois 60675
Vanguard Fiduciary Trust Company
|
1
2.42
1
7
.
38
19.76
14.
22
|
Small-Cap Value
|
T.
Rowe Price Trust Company
Attn.: TRPS Institutional Control Department
|
29.29
(c)
|
Small-Cap Value Fund
Advisor Class
|
ICMA Retirement Trust
John Hancock Life Insurance Company USA
Merrill Lynch Pierce Fenner & Smith Inc. for the Sole
Benefit of Its Customers
4800 Deer Lake Drive East
Jacksonville, Florida 32246
U.S. Bank
FBO Private Asset Department
OA Platform
|
27.17
(a)
29
.
32
(a)
1
1.89
7
.
49
|
Spectrum Growth
|
T.
Rowe Price Trust Company
Attn.: TRPS Institutional Control Department
|
1
6.
02
|
Spectrum Income
|
T.
Rowe Price Trust Company
Attn.: TRPS Institutional Control Department
|
2
5
.
75
(c)
|
Spectrum International
|
T.
Rowe Price Retirement Plan Services, Inc.
Omniplan Account
New Business Group
P.O. Box 17215
Baltimore, Maryland 21297
|
7
.
26
|
Summit Cash Reserves
|
T.
Rowe Price Associates
Attn.: Financial Reporting Department
T.
Rowe Price Trust Company
Attn.: Asset Reconciliations
|
8.25
1
2.60
|
Summit Municipal Income
|
National Financial Services for the Exclusive Benefit of
Our Customers
|
44.68
(a)
|
Summit Municipal Intermediate
|
Prudential Investment Management Services
FBO Mutual Funds Clients
Attn.: Pruchoice Unit
Mail Stop 194-201
194 Wood Avenue South
Iselin, New Jersey 08830
|
17.28
|
Summit Municipal Money Market
|
T.
Rowe
Price Associates
Attn.: Financial Reporting Department
|
1
3.82
|
Tax-Efficient Balanced
|
Julian J. Ewell & Dale Walker & Stephen L Moses Trustees
2425 Ridgecrest Drive, SE
Albuquerque, New Mexico 87108-5129
|
5.06
|
Tax-Exempt Money
|
Pershing Division of DLJ Secs. Corp.
For Exclusive Benefit of TRP Money
Fund Customer Accounts
1 Pershing Plaza
Jersey City, New Jersey 07399-0002
T.
Rowe
Price Associates
Attn.: Financial Reporting Department
T.
Rowe Price International, Inc.
Attn.: Financial Reporting Department
100 East Pratt Street
Baltimore, Maryland 21202
|
5.23
7.94
10
.
74
|
Tax-Free High Yield
|
Charles Schwab & Co., Inc.
|
5.
25
|
Tax-Free Income Fund
Advisor Class
|
National Financial Services for the Exclusive Benefit of
Our Customers
|
99.
29
(a)
|
Tax-Free Short-Intermediate
|
Charles Schwab & Co., Inc.
National Financial Services for the Exclusive Benefit of
Our Customers
|
10
.
23
5.
80
|
U.S. Bond Index
|
Alaska College Savings Trust
ACT Portfolio
c/o T.
Rowe Price Associates
100 East Pratt Street, 7th Floor
Baltimore, Maryland 21202
National Financial Services for the Exclusive Benefit of
Our Customers
T.
Rowe Price Retirement Plan Services, Inc.
Omnibus Plan
New Business-Conv. Assets
|
13.08
9.12
2
0
.6
5
|
U.S. Treasury Intermediate
|
T.
Rowe Price Trust Company
Attn.: TRPS Institutional Control Department
|
1
7.76
|
U.S. Treasury Long-Term
|
T.
Rowe Price Trust Company
Attn.: TRPS Institutional Control Department
Yachtcrew & Co.
|
9
.
19
4
9.87
(d)
|
U.S. Treasury Money
|
T.
Rowe Price Trust Company
Attn.: TRPS Institutional Control Department
|
16.
22
|
Value
|
Pirateline & Co.
Retirement Portfolio 2020
Retirement Portfolio 2025
Retirement Portfolio 2030
Retirement Portfolio 2040
T.
Rowe Price Trust Company
Attn.: TRPS Institutional Control Department
|
8.93
11.28
5.
8
2
10.29
5.29
1
1
.
1
7
|
Value Fund
Advisor Class
|
Minnesota Life
National Financial Services for the Exclusive Benefit of
Our Customers
|
7
.
11
76.98
(a)
|
</R>
PAGE
125
PAGE
127
PAGE
129
PAGE
131
PAGE
133
PAGE
135
PAGE
137
PAGE
139
PAGE
141
PAGE
143
PAGE
145
(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
owner of these shares. Such shares are held of record by T.
Rowe Price Trust Company and are normally voted by various
retirement plans and retirement plan participants.
(
d
)
Yachtcrew & Co. owns the indicated percentage of the outstanding shares of the fund through the Spectrum Funds. Shares of
the fund held by the Spectrum Funds are "echo-voted" by Spectrum Funds in the same proportion as the shares of the fund are
voted by its non-Spectrum Fund 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 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 Associates would be able to determine the outcome of most issues that were submitted to shareholders for vote.
(f)
T.
Rowe Price Finance is a wholly owned subsidiary of T.
Rowe Price Associates, Inc., which is a wholly owned subsidiary of
T.
Rowe Price Group, Inc., each a Maryland corporation. Securities owned by T.
Rowe Price Finance are the result of its
contribution to the fund at the fund`s inception in order to provide the fund with sufficient capital to invest in accordance with
its investment program. At the level of ownership indicated, T.
Rowe Price Finance would be able to determine the outcome of
most issues that were submitted to shareholders for vote.
INVESTMENT MANAGEMENT
AGREEMENTS
T.
Rowe Price International, Inc. is the investment manager for all international and foreign funds
and has
executed an Investment Management Agreement with each such fund.
T.
Rowe Price Associates, Inc. is the
investment manager for all other 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 Finance, Inc., which is a wholly owned subsidiary
of T. Rowe Price Associates.
PAGE
147
Services
<R>
Under the
Investment
Management Agreement
s
(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 Servi
ces"
) 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
.
</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.
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
su
badvisory agreements with respect to the Japan and International Discovery Fund
s
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
.
Under the Investment Management Agreements, the Investment Managers are permitted to utilize the services or
facilities of others to provide them or the fund
s 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
fund
s.
The subadvisory agreement with respect to the Japan and International Discovery Funds ha
s
a similar
provision permitting Global Investment Services to utilize, at its own
cost
, the services or facilities of others.
All
f
unds except
Index, Institutional,
TRP
Reserve Investment, Retirement, Spectrum, Summit
Income,
and
Summit Municipal
Funds
Management Fee
s
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 Fund
s
`
net assets for that day to the sum of the aggregate net assets of the
Price Funds for that day. The Daily Price Funds` Group Fee Accrual for any particular day is calculated by
multiplying the fraction of one (1) over the number of calendar days in the year by the annualized Daily Price
Funds` Group Fee Accrual for that day as determined in accordance with the following schedule:
|
0.480%
|
First $1 billion
|
0.360%
|
Next $2 billion
|
0.310%
|
Next $16 billion
|
|
0.450%
|
Next $1 billion
|
0.350%
|
Next $2 billion
|
0.305%
|
Next $30 billion
|
|
0.420%
|
Next $1 billion
|
0.340%
|
Next $5 billion
|
0.300%
|
Next $40 billion
|
|
0.390%
|
Next $1 billion
|
0.330%
|
Next $10 billion
|
0.295%
|
Next $40 billion
|
|
0.370%
|
Next $1 billion
|
0.320%
|
Next $10 billion
|
0.290%
|
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 Rate. 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 table:
<R>
Fund
|
Fee %
|
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
|
Developing Technologies
|
0.60
|
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
|
G
NMA
|
0.15
|
Georgia Tax-Free Bond
|
0.10
|
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
|
J
apan
|
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-Cap Stock
|
0.45
|
Small-Cap Value
|
0.35
|
Tax-Efficient Balanced
|
0.20
|
Tax-Efficient Growth
|
0.30
|
Tax-Efficient Multi-Cap Growth
|
0.35
|
Tax-Exempt Money
|
0.10
|
Tax-Free High Yield
|
0.30
|
Tax-Free Income
|
0.15
|
T
ax-Free Short-Intermediate
|
0.10
|
U.S. Treasury Intermediate
|
0.0
0
|
U.S. Treasury Long-Term
|
0.0
0
|
U.S. Treasury Money
|
0.00
|
Value
|
0.35
|
Virginia Tax-Free Bond
|
0.10
|
</R>
PAGE
149
(a)
On assets up to $15 billion and 0.255% on assets above $15 billion.
(b)
On assets up to $15 billion and 0.21
% on assets above $15 billion.
(c)
On assets up to $15 billion and 0.
30
% on assets above $15 billion.
Index, Institutional
, Summit Income, and Summit Municipal Funds
The following funds pay 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.
Fund
|
Fee %
|
Equity Index 500
|
0.
1
5
%
|
Institutional Foreign Equity
|
0.70
|
Institutional Global Equity
|
0.65
|
Institutional Concentrated Large-Cap
Value
|
0.55
|
Institutional Large-Cap Core Growth
|
0.55
|
Institutional Large-Cap Growth
|
0.
55
|
Institutional Large-Cap Value
|
0.5
5
|
Institutional Mid-Cap Equity Growth
|
0.60
|
Institutional Small-Cap Stock
|
0.65
|
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 fun
d.
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 High Yield
|
0.50
|
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
|
<R>
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 actions, suits, or
proceedings to which the fund is a party and the expenses the fund may incur as a result of its obligation to
provide indemnification to its officers, directors, and agents. However, the Boards for the funds reserve the right
to impose additional fees against shareholder accounts to defray expenses which would otherwise be paid by 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.
</R>
<R>
The Fee is paid monthly to the Investmen
t 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.
</R>
TRP
Government Reserve Investment
,
TRP
Reserve Investment
, Retirement, and Spectrum
Funds
None of the
se
funds pay
s
T.
Rowe Price an investment management fee.
Japan Fund
Under a sub
advisory
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, will manage all the investments of the Japan Fund. For its services, Global Investment Services
will receive 60% of the investment management fee received by T.
Rowe Price International from the Japan
Fund.
International Discovery Fund
Under a sub
advisory
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
PAGE
151
T.
Rowe Price International, will manage the yen-denominated investments of the International Discovery Fund.
For its services, Global Investment Services will receive 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.
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:
<R>
Fund
|
Fiscal Year Ended
|
|
|
|
2/28/06
|
2/28/05
|
2/29/04
|
California Tax-Free Bond
|
$
1,145,000
|
$
1,082,000
|
$
1,128,000
|
California Tax-Free Money
|
436,000
|
406,000
|
403,000
|
Florida Intermediate Tax-Free
*
|
401,000
|
403,000
|
415,000
|
Georgia Tax-Free Bond
|
421,000
|
380,000
|
367,000
|
Maryland Short-Term Tax-Free Bond
|
763,000
|
957,000
|
1,023,000
|
Maryland Tax-Free Bond
|
5,478,000
|
5,270,000
|
5,565,000
|
Maryland Tax-Free Money
|
547,000
|
485,000
|
336,000
|
New Jersey Tax-Free Bond
|
709,000
|
653,000
|
640,000
|
New York Tax-Free Bond
|
1,014,000
|
984,000
|
978,000
|
New York Tax-Free Money
|
486,000
|
461,000
|
448,000
|
Tax-Efficient Balanced
|
214,000
|
233,000
|
231,000
|
Tax-Efficient Growth
|
435,000
|
469,000
|
441,000
|
Tax-Efficient Multi-Cap Growth
|
217,000
|
188,000
|
146,000
|
Tax-Exempt Money
|
4,261,000
|
2,957,000
|
2,980,000
|
Tax-Free High Yield
|
8,186,000
|
7,245,000
|
6,979,000
|
Tax-Free Income(a)
|
8,083,000
|
7,926,000
|
7,315,000
|
Tax-Free Intermediate Bond
*
|
668,000
|
626,000
|
616,000
|
Tax-Free Short-Intermediate
|
2,202,000
|
2,411,000
|
2,462,000
|
Virginia Tax-Free Bond
|
1,899,000
|
1,747,000
|
1,712,000
|
</R>
<R>
*
Fund merged into Summit Municipal Intermediate Fund on November
10, 2006.
</R>
(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
|
|
|
|
5/31/0
6
|
5/31/0
5
|
5/31/0
4
|
Corporate Income
|
$
1,00
8
,000
|
$
872,000
|
$
430,000
|
GNMA
|
6,
014
,000
|
6,250,000
|
6,366,000
|
TRP
Government Reserve Investment
|
(a)
|
(a)
|
(a)
|
High Yield(b)
|
25,
189
,000
|
25,086,000
|
22,485,000
|
Inflation Protected Bond
|
381
,000
|
268,000
|
131,000
|
Institutional Core Plus
|
1
3
2
,000
|
33,000
|
(c)
|
Institutional High Yield
|
1
,
941
,000
|
3,135,000
|
3,407,000
|
New Income(d)
|
1
6
,
131
,000
|
13,093,000
|
10,947,000
|
Personal Strategy Balanced
|
6
,
785
,000
|
5,564,000
|
4,412,000
|
Personal Strategy Growth
|
5
,
546
,000
|
4,033,000
|
3,079,000
|
Personal Strategy Income
|
2
,
218
,000
|
1,717,000
|
1,390,000
|
Prime Reserve
|
17,
663
,000
|
17,917,000
|
19,470,000
|
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
)
|
(c)
|
Retirement 2050
|
(c)
|
(c)
|
(c)
|
Retirement 2055
|
(c)
|
(c)
|
(c)
|
Retirement Income
|
(a)
|
(a)
|
(a)
|
Short-Term Bond(b)
|
5
,
290
,000
|
6,202,000
|
5,440,000
|
Short-Term Income
|
(c)
|
(c)
|
(c)
|
U.S. Treasury Intermediate
|
927
,000
|
1,062,000
|
1,315,000
|
U.S. Treasury Long-Term
|
8
16
,000
|
855,000
|
951,000
|
U.S. Treasury Money
|
2,
730
,000
|
2,927,000
|
3,339,000
|
(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)
Prior to commencement of operations.
(d)
The fund has three classes of shares. The management fee is allocated to each class based on relative net assets.
<R>
Fund
|
Fiscal Year Ended
|
|
|
|
10/31/05
|
10/31/04
|
10/31/03
|
Emerging Europe & Mediterranean
|
$
4,431,000
|
$
888,000
|
$
321,000
|
Emerging Markets Stock
|
9,850,000
|
5,239,000
|
2,173,000
|
European Stock
|
6,666,000
|
6,802,000
|
5,720,000
|
Global Stock(a)
|
617,000
|
523,000
|
448,000
|
Institutional Emerging Markets
Equity(b)
|
857,000
|
277,000
|
78,000
|
Institutional Foreign Equity
|
3,507,000
|
6,645,000
|
8,097,000
|
International Discovery
|
11,725,000
|
8,325,000
|
4,614,000
|
International Equity Index(b)
|
455,000
|
171,000
|
73,000
|
International Growth & Income(c)
|
5,281,000
|
1,823,000
|
198,000
|
International Stock(c)
|
33,990,000
|
33,994,000
|
30,300,000
|
Japan
|
1,711,000
|
1,543,000
|
915,000
|
Latin America
|
4,911,000
|
2,186,000
|
1,475,000
|
New Asia
|
9,017,000
|
7,214,000
|
4,974,000
|
Overseas
Stock
|
(d)
|
(d)
|
(d)
|
Summit Cash Reserves(b)
|
15,826,000
|
13,432,000
|
14,006,000
|
Summit GNMA(b)
|
487,000
|
512,000
|
632,000
|
Summit Municipal Income(b)
|
605,000
|
475,000
|
464,000
|
Summit Municipal Intermediate(b)
|
966,000
|
730,000
|
565,000
|
Summit Municipal Money Market(b)
|
2,621,000
|
1,975,000
|
1,320,000
|
U.S. Bond Index(b)
|
455,000
|
311,000
|
271,000
|
</R>
PAGE
153
(a)
The fund has two classes of shares. The management fee is allocated to each class based on relative net assets.
(b)
The fee includes investment management fees and administrative expenses.
(c)
The fund has three classes of shares. The management fee is allocated to each class based on relative net assets.
<R>
(d)
Prior to commencement of operations.
</R>
<R>
Fund
|
Fiscal Year Ended
|
|
|
|
12/31/05
|
12/31/04
|
12/31/03
|
Balanced
|
$
11,137,000
|
$
10,021,000
|
$
7,983,000
|
Blue Chip Growth(a)
|
52,428,000
|
46,135,000
|
36,657,000
|
Capital Appreciation(b)
|
38,637,000
|
23,028,000
|
13,817,000
|
Capital Opportunity
(a)
|
596
,000
|
492,000
|
431,000
|
Developing Technologies
|
376
,000
|
424,000
|
267,000
|
Diversified Mid-Cap Growth
|
327
,000
|
199,000
|
(c)
|
Diversified Small-Cap Growth
|
5
3
7,000
|
517,000
|
402,000
|
Dividend Growth
(b)
|
3,
900
,000
|
3,632,000
|
3,065,000
|
Emerging Markets Bond
|
2,772
,000
|
1,893,000
|
1,881,000
|
Equity Income(a)
|
108,721
,000
|
87,399,000
|
63,960,000
|
Equity Index 500
|
7,880
,000
|
6,404,000
|
4,775,000
|
Extended Equity Market Index(d)
|
85
6,000
|
546,000
|
351,000
|
Financial Services
|
2,5
54
,000
|
2,528,000
|
2,011,000
|
Global Technology
|
793
,000
|
652,000
|
512,000
|
Growth & Income
|
9,955
,000
|
10,824,000
|
10,016,000
|
Growth Stock(a)
|
59,274
,000
|
38,666,000
|
25,638,000
|
Health Sciences
|
8,
634
,000
|
8,045,000
|
5,681,000
|
Institutional
Concentrated Large-Ca
p Value
|
(c)
|
(c)
|
(c)
|
Institutional Emerging Markets Bond
|
(c)
|
(c)
|
(c)
|
Institutional Large-Cap Core Growth
|
1
78
,000
|
163,000
|
9,000
|
Institutional Large-Cap Growth
|
581
,000
|
196,000
|
52,000
|
Institutional Large-Cap Value
|
592
,000
|
294,000
|
56,000
|
Institutional Mid-Cap Equity Growth
|
2,
518
,000
|
2,231,000
|
1,835,000
|
Institutional Small-Cap Stock
|
2,8
22
,000
|
2,873,000
|
2,448,000
|
International Bond(b)
|
11,938
,000
|
9,624,000
|
8,050,000
|
Media & Telecommunications
|
5
,9
5
9,000
|
4,949,000
|
3,433,000
|
Mid-Cap Growth(a)
|
91
,
962
,000
|
75,642,000
|
50,889,000
|
Mid-Cap Value(a)
|
37
,
633
,000
|
22,005,000
|
8,500,000
|
New America Growth
(b)
|
5,812
,000
|
6,039,000
|
5,670,000
|
New Era
|
16,831
,000
|
9,378,000
|
5,957,000
|
New Horizons
|
3
9
,
472
,000
|
34,850,000
|
26,921,000
|
Real Estate
(b)
|
4
,
773
,000
|
2,546,000
|
1,201,000
|
Science & Technology(b)
|
26
,
486
,000
|
30,509,000
|
27,233,000
|
Small-Cap Stock(b)
|
52
,
878
,000
|
44,236,000
|
31,577,000
|
Small-Cap Value(
b
)
|
34,086
,000
|
27,661,000
|
19,397,000
|
Spectrum Growth
|
(e)
|
(e)
|
(e)
|
Spectrum Income
|
(e)
|
(e)
|
(e)
|
Spectrum International
|
(e)
|
(e)
|
(e)
|
Total Equity Market Index(d)
|
1,
448
,000
|
1,276,000
|
912,000
|
Value(b)
|
1
9
,
701
,000
|
12,876,000
|
8,689,000
|
</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)
Prior to commencement of operations.
(d)
The fee includes investment management fees and administrative expenses.
(e)
The fund does not pay an investment management fee.
Expense Limitations and Reimburseme
nts
The following chart sets forth
contractual
expense ratio limitations and the periods for which they are effective.
For each,
the Investment Manager
s
ha
ve
agreed to bear any fund expenses (other than interest, taxes, brokerage,
and other expenditures that are capitalized in accordance with generally accepted accounting principles and
extraordinary expenses) which would cause the fund
s
`
ratio of expenses to average net assets to exceed the
indicated percentage limitation.
The expenses borne by
the
Investmen
t
M
anager
s
are subject to reimbursement
by the fund
s
through the indicated reimbursement date, provided no reimbursement will be made if it would
result in the fund
s
`
expense ratio
s
exceeding
t
heir
applicable limitation
s
.
<R>
Fund
|
Limitation Period
|
Expense
Ratio
Limitation
|
Reimbursement
Date
|
Blue Chip Growth Fund
Advisor Class
|
January 1, 200
4
April 30, 2006
|
1.05%
|
April 30
, 200
8
(
a
)
|
Blue Chip Growth Fund
R Class
|
May
1
, 200
4
April 30, 200
6
|
1.35%
|
April 30, 200
8
(
a
)
|
C
alifornia Tax-Free Money(
b
)
|
July
1, 200
5
June 30
, 200
7
|
0.55%
|
(
c
)
|
Capital Appreciation Fund
Advisor Class
|
January 1, 2005
April 30, 2007
|
1.10%
|
(
c
)
|
Capital Opportunity
(
d
)
|
October 1, 2005
April 30, 200
8
|
0.9
5%
|
April 30, 20
10
(
a
)
|
Capital Opportunity Fund
Advisor Class
(
e
)
|
October 1, 2005
April 30, 2008
|
1.
10
%
|
April 30, 20
10
(
a
)
|
Capital Opportunity Fund
R Class
(
f
)
|
October 1, 2005
April 30, 2008
|
1.
35
%
|
April 30, 20
10
(
a
)
|
Corporate Income
|
June 1, 200
3
September 30
, 200
5
|
0.80%
|
September 30, 2007
(
a
)
|
Developing Technologies(
g
)
|
May 1, 2005
April 30, 200
7
|
1.50
%
|
April 30, 200
9
(
a
)
|
Diversified Mid-Cap Growth
(h)
|
May 1, 2006
April 30, 200
8
|
1.25%
|
(
c
)
|
Diversified Small-Cap Growth
(
i
)
|
May 1, 200
6
April 30, 200
8
|
1.25%
|
April 30, 20
1
0
(
a
)
|
Dividend Growth Fund
Advisor Class
|
December 30, 2005
April 30, 2008
|
1.05%
|
April 30, 2010
(
a
)
|
Emerging Europe &
Mediterranean
(
j
)
|
March 1, 2005
February 28, 200
7
|
1.75%
|
February 28, 200
9
(
a
)
|
Equity Income Fund
Advisor Class
|
January 1, 200
4
April 30, 200
6
|
1.00%
|
(
c
)
|
Equity Income Fund
R Class
|
May
1
, 200
4
April 30, 200
6
|
1.30%
|
(
c
)
|
Equity Index 500(
k
)
|
May
1, 200
6
April 30, 200
8
|
0.35%
|
April 30, 20
1
0
(
a
)
|
Global Stock(
l
)
|
October 1, 2005
February 2
9
,
200
8
|
1.
0
0%
|
February
2
8
, 20
10
(
a
)
|
Global Stock Fund
Advisor Class
|
April 28, 2006
February 28, 2008
|
1.15%
|
February 28, 2010(a)
|
Global Technology(
m
)
|
May 1, 2005
April 30, 200
7
|
1.50
%
|
April 30, 200
9
(
a
)
|
Growth Stock Fund
Advisor Class
|
January 1, 200
4
April
3
0
, 200
6
|
1.10%
|
(
c
)
|
Growth Stock Fund
R Class
|
May
1
, 200
4
April 30, 200
6
|
1.35%
|
(
c
)
|
Inflation Protected Bond
(
n
)
|
October
1, 200
6
September 30, 200
8
|
0.50%
|
September 30, 20
10
(
a
)
|
Institutional
Concentrated Large-Ca
p
Value
|
September
30
,
200
6
April
3
0
, 200
9
|
0.65%
|
(c
)
|
Institutional Global Equity
|
June 30, 2006
February 28, 2009
|
0.75%
|
(c)
|
Institutional Large-Cap Core Growth
(
o
)
|
May 1, 2005
April 30, 200
7
|
0.65%
|
April 30, 200
9
(
a
)
|
Institutional Large-Cap Growth
(
p
)
|
August 3
1, 2005
April 30, 2007
|
0.
58
%
|
April
3
0
, 200
9
(
a
)
|
Institutional Large-Cap Value
(
q
)
|
Ma
y 1, 200
6
April
3
0
, 200
8
|
0.65%
|
April
3
0
, 20
1
0
(
a
)
|
International Bond Fund
Advisor Class
|
January 1, 200
4
Ap
r
il
3
0
, 200
6
|
1.15%
|
(
c
)
|
International Growth & Income
|
November
1
, 200
2
February 28, 2005
|
1.25%
|
February 28, 2007
|
International Growth & Income Fund
Advisor Class
(
r
)
|
March 1
, 200
6
February 2
9
, 200
8
|
1.15%
|
February 2
8
, 20
10
(
a
)
|
International Growth & Income Fund
R Class
(
s
)
|
March 1, 2006
February 29, 2008
|
1.40%
|
February 2
8
, 20
10
(
a
)
|
International Stock Fund
Advisor Class
(
t
)
|
March 1, 2006
February 29, 2008
|
1.15%
|
(
c
)
|
International Stock Fund
R Class
(
u
)
|
March 1, 2006
February 29, 2008
|
1.40%
|
(
c
)
|
Maryland Tax-Free Money
(
v
)
|
July 1, 2005
June 30, 2007
|
0.55%
|
June 30, 200
9
(
a
)
|
Mid-Cap Growth Fund
Advisor Class
|
January 1, 200
4
April
3
0
, 200
6
|
1.10%
|
Ap
r
il
3
0
, 200
8
(
a
)
|
Mid-Cap Growth Fund
R Class
|
May
1
, 200
4
April 30, 200
6
|
1.
40
%
|
April 30, 200
8
(
a
)
|
Mid-Cap Value Fund
Advisor Class
|
May
1
, 200
4
April 30, 200
6
|
1.
10
%
|
April 30, 200
8
(
a
)
|
Mid-Cap Value Fund
R Class
|
May
1
, 200
4
April 30, 200
6
|
1.
40
%
|
April 30, 200
8
(
a
)
|
New America Growth Fund
Advisor Class
|
December 30, 2005
April 30, 2008
|
1.10%
|
(
c
)
|
New Income Fund
Advisor Class
(
w
)
|
October
1
, 200
6
September 30, 200
8
|
0.90%
|
(
c
)
|
New Income Fund
R Class
(
x
)
|
October
1
, 200
6
September 30, 200
8
|
1.15%
|
(
c
)
|
New York Tax-Free Money
(
y
)
|
July 1, 2005
June 30, 200
7
|
0.55%
|
(
c
)
|
Overseas Stock
|
December 29, 2006
February 28, 2009
|
1.
1
5%
|
(c)
|
Personal Strategy Balanced
(
z
)
|
October
1, 200
6
September 30, 200
8
|
0.90%
|
September 30, 20
1
0
(
a
)
|
Personal Strategy
Growth
(
aa
)
|
October
1, 200
6
September 30,
200
8
|
1.00%
|
September 30, 20
1
0
(
a
)
|
Personal Strategy
Income
(
bb
)
|
October
1, 200
6
September 30,
200
8
|
0.80%
|
September 30, 20
1
0
(
a
)
|
Real Estate
|
January 1, 200
4
April
3
0
, 200
6
|
0
.
9
0%
|
April
3
0
, 200
8
(
a
)
|
Real Estate Fund
Advisor Class
|
January 1, 2005
April 30, 2007
|
1.20%
|
April 30, 2009
(
a
)
|
Science & Technology Fund
Advisor
Class
|
January 1, 200
4
April
3
0
, 200
6
|
1.15%
|
April
3
0
, 200
8
(
a
)
|
Short-Term Bond(
cc
)
|
October
1, 200
6
September 30
, 200
7
|
0.55%
|
(
c
)
|
Short-Term Bond Fund
Advisor Class
|
January 1, 2005
September 30, 2007
|
0.85%
|
(
c
)
|
Small-Cap Stock Fund
Advisor Class
|
January 1, 200
4
April
3
0
, 200
6
|
1.20%
|
April
3
0
, 200
8
(
a
)
|
Small-Cap Value Fund
Advisor Class
|
J
anuary 1, 200
4
April
3
0
, 200
6
|
1.15%
|
April
3
0
, 200
8
(
a
)
|
Tax-Efficient Multi-Cap Growth
(
dd
)
|
July
1, 200
6
June
30
, 200
8
|
1.25%
|
June
30
, 20
1
0
(
a
)
|
Tax-Free Income Fund
Advisor
Class
(
ee
)
|
July
1
, 200
6
June 30, 200
8
|
0.90%
|
(
c
)
|
Value Fund
Advisor Class
|
January 1, 200
4
April
3
0
, 200
6
|
1.10%
|
April
3
0
, 200
8
(
a
)
|
</R>
PAGE
155
(
a
)
No reimbursement will be made after the reimbursement date
or three years after any waiver or payment, whichever is sooner.
(
b
)
The California Tax-Free Money Fund previously operated under a 0.55% limitation that expired June
30, 2005. For this
limitation, no reimbursement will be made more than three years after any waiver or payment.
(
c
)
No reimbursement will be made more than three years after any waiver or payment.
(
d
)
The Capital Opportunity
F
und`s expense limitation was lowered from 1.15% to 0.95% effective October
1, 2005.
(
e
)
The Capital Opportunity Fund
Advisor Class`s expense ratio limitation was lowered from 1.25% to 1.10% effective October
1,
2005.
(
f
)
The Capital Opportunity Fund
R Class`s expense ratio limitation was lowered from 1.
50
% to 1.
35
% effective October
1, 2005.
(
g
)
The Developing Technologies Fund previously operated under a 1.50% limitation that expired April
30, 2005. The
reimbursement period for this limitation extends through April
30, 2007.
(h)
The Diversified Mid-Cap Growth Fund previously operated under a 1.25% limitation that expired April
30, 2006.
(
i
)
The Diversified Small-Cap Growth Fund previously operated under a 1.25% limitation that expired April 30, 200
6
. The
reimbursement period for this limitation extends through April 30, 200
8
.
(
j
)
The Emerging Europe & Mediterranean Fund previously operated under a 1.75% limitation that expired
February
28, 2005
.
The reimbursement period for this limitation extends through
February
28, 2007
.
(
k
)
The
Equity Index 500 Fund previously
o
perated under a 0.
3
5% limitation that expired
April
30
, 200
6
.
The reimbursement
period for this limitation extends through
April
30
, 200
8
.
(
l
)
The Global Stock Fund
`s expense ratio limitation was lowered from 1.20% to 1.
0
0% effective October
1, 2005
.
(
m
)
The Global Technology Fund
previously operated
under a 1.50% limitation that
expire
d
April
30, 2005
. The reimbursement
period for this limitation extends through
April 30, 2007
.
(
n
)
The Inflation Protected Bond Fund
previousl
y operated
under a 0.50% limitation that
expire
d
September
30, 2006. The
reimbursement period for this limitation extends through September
30, 2008.
(
o
)
The Institutional Large-Cap Core Growth Fund
previously operated
under a 0.65% limitation that
expire
d
April
30, 2005. The
reimbursement period for this limitation extends through April 30, 2007.
(
p
)
The Institutional Large-Cap Growth Fund`s expense ratio limitation was lowered from 0.65% to 0.58% effective Augus
t
1,
2005. The f
und
previously operated
under a 0.65% limitation that
expire
d
April
30, 2005
. The reimbursement period for this
limitation extends through
April 30, 2007
.
(
q
)
The Institutional Large-Cap Value Fund previously operated under a 0.65% limitation that expired
April
30
, 200
6
. The
reimbursement period for this limitation extends through
April
30
, 200
8
.
(
r
)
The International Growth & Income Fund
Advisor Class
previously operated
under a 1.15% limitation that
expire
d
February
2
8
, 200
6
. The reimbursement period for this limitation extends through February
2
9
,
200
8
.
(
s
)
The International Growth & Income Fund
R Class
previously operated
under a 1.40% limitation that
expire
d
February
2
8
,
200
6
. The reimbursement period for this limitation extends through February
2
9
,
200
8
.
(
t
)
The International Stock Fund
Advisor Class
previously operated
under a 1.15% limitation that
expire
d
February
28, 2006
. The
reimbursement period for this limitation extends through
February
29, 2008
.
(
u
)
The International Stock Fund
R
Class
previously operated
under a 1.
40
% limitation that
expire
d
February
28, 2006
. The
reimbursement period for this limitation extends through
February
29, 2008
.
(
v
)
The
Maryland Tax-Free Money Fund previously operated under a
0.55% limitation that expired
June
30, 2005
.
The
reimbursement period for this limitation extends through
June
30, 2007
.
(
w
)
The New Income Fund
Advisor Class
previously
operated
under a
0.90
% limitation that
expire
d
September
30, 2006.
(
x
)
The New Income Fund
R Class
previously
operated
under a 1.15% limitation that
expire
d
September
30, 200
6
.
(
y
)
The New York Tax-Free Money Fund previously operated under a 0.55% limitation that expired
June
30, 2005.
(
z
)
The Personal Strategy Balanced Fund
previously
operated
under a 0.90% limitation that
expire
d
September 30, 2006.
The
reimbursement period for this limitation extends through September
30, 2008.
(
aa
)
The Personal Strategy Growth Fund
previously
operated
under a 1.00% limitation that
expire
d
September 30, 2006.
The
reimbursement period for this limitation extends through September
30, 2008.
(
bb
)
The Personal Strategy Income Fund
previously
operated
under a 0.80% limitation that
expire
d
September
30, 2006. The
reimbursement period for this limitation extends through September
30, 2008.
(
cc
)
The Short-Term Bond Fund
previously
operated
under a 0.55% limitation that
expire
d
September 30, 200
6
.
(
dd
)
The Tax-Efficient Multi-Cap Growth Fund
previously operated
under a 1.25% limitation that expire
d
June
30, 2006. The
reimbursement period for this limitation extends through June 30, 2008
.
(
ee
)
The Tax-Free Income Fund
Advisor Class
previously operated
under a 0.90% limitation that
expire
d
June 30, 200
6
.
The Investment Management Agreements between the funds and the Investment Managers provide that each
fund will bear all expenses of its operations not specifically assumed by the Investment Managers.
For the purpose of determining whether a fund is entitled to expense limitation, the expenses of a fund are
calculated on a monthly basis. If a fund is entitled to expense limitation, that month`s advisory fee will be
reduced or postponed, with any adjustment made after the end of the year.
Except for the California and New York Funds, each of the above-referenced funds` Investment Management
Agreement also provides that one or more additional expense limitation periods (of the same or different time
periods) may be implemented after the expiration of the current expense limitation, and that with respect to any
such additional limitation period, the funds may reimburse the Investment Managers, provided the
reimbursement does not result in the funds` aggregate expenses exceeding the additional expense limitation. No
reimbursement may be made by the California and New York Funds unless approved by shareholders.
Blue Chip Growth Fund
Advisor and R Class
es
F
or the year ended December 31, 200
5
, each class operated
below its expense limitation.
California Tax-Free Money Fund
At February
28, 200
6
, management fees waived in the amount of $
209
,000
remain subject to repayment by the fund
.
Capital Appreciation Fund
Advisor Class
For the year ended December 31, 2005, the Advisor
C
lass
operated below its expense limitation.
Capital Opportunity Fund
, Capital Opportunity Fund
Advisor and R Classes
At December 31, 200
5
,
there were no amounts subject to repayment.
Corporate Income Fund
At May 31, 200
6
,
there were no amounts
subject to repayment by the fund
.
Developing Technologies
Fund
At
December 31, 200
5
, management fees waived
in the amount of $
326
,000
remain subject to repayment by the fund
.
Diversified Mid-Cap Growth Fund
At December 31, 200
5
, management fees waived in the amount of
$1
9
5
,000 remain subject to repayment by the fund.
PAGE
157
Diversified Small-Cap Growth
Fund
At December 31, 200
5
, management fees waived
and expenses
previously reimbursed by the manager in the amount of $165,000
remain subject to repayment by the fund
.
Dividend Growth Fund
Advisor Class
At December 31, 2005, there were no amounts subject to repayment.
For the year ended December 31, 2005, the Advisor Class operated below its expense limit.
Em
erging Europe & Mediterranean
Fund
At
October 31, 200
5
,
there were no amounts subject to repayment
by the fund. For the year ended October
31, 2005, the fund operated below its expense limitation
.
Equity Income Fund
Advisor and R Class
es
For the year ended December
31, 200
5
, each class operated
below its expense limitation.
Equity Index 500
Fund
At December 31, 200
5
, management fees waived
and expenses previously reimbursed
by the manager
in the
amount of $3,081,000
remain subject to repayment by the fund.
Global Stock
Fund
At October 31, 200
5
, management fees waived
in the amount of $139,000
remain subject
to repayment
.
Global Technology
Fund
At December 31, 200
5
, management fees waived
in the amount of $
6
,000
remain
subject to repayment by the fund
.
Growth Stock Fund
Advisor and R Class
es
At December 31, 200
5
, there were no amounts subject to
repayment. For the year ended December
31, 200
5
, each class operated below its expense limitation.
Inflation Protected Bond
Fund
At May 31, 200
6
, management fees waived and expenses previously
reimbursed by the manager in the amount of $
739
,000 remain subject to repayment by the fund
.
Institutional Large-Cap Core Growth Fund
At December 31, 200
5
, management fees waived and expenses
previously reimbursed by the manager in the amount of $
285
,000 remain subject to repayment by the fund
.
Institutional Large-Cap Growth
Fund
At December 31, 200
5
, management fees waived and expenses
previously reimbursed by the manager
in the amount of $
290
,000
remain subject to repayment by the fund
.
Institutional Large-Cap Value
Fund
At December 31, 200
5
, management fees waived and expenses
previously reimbursed by the manager
in the amount of $170,000 remain subject to repayment by the fund.
International Growth & Income Fun
d
, International Growth & Income Fund
Advisor and R Class
es
At October 31, 200
5
,
expenses previously reimbursed by the manager
in the amount of $23,000
remain subject
to repayment
.
International Stock Fund
Advisor and
R Class
es
At October 31, 200
5
, expenses previously reimbursed by
the manager
in the amount of $8,000
remain subject to repayment
for the R Class
. For the year ended
October
31, 200
5
, the Advisor Class operated below its expense limitation.
Maryland Tax-Free Money Fund
At February
28, 200
6
, management fees waived in the amount of $
104
,000
remain subject to repayment by the fund
.
Mid-Cap Growth Fund
Advisor and R Class
es
At December 31, 200
5
, there were no amounts subject to
repayment. For the year ended December
31, 200
5
, each class operated below its expense limitation.
Mid-Cap Value Fund
Advisor and R Class
es
At December 31, 200
5
, there were no amounts subject to
repayment. For the year ended December
31, 200
5
, each class operated below its expense limitation.
New Income Fund
Advisor and R Class
es
At May
31, 200
6
, expenses previously reimbursed by the
manager in the amount of $
2
5
,000 remain subject to repayment
.
New York Tax-Free Money Fund
At February
28, 200
6
, management fees waived in the amount of $1
59
,000
remain subject to repayment by the fund
.
Personal Strategy Balanced Fund
At May 31, 200
6
,
there were no amounts
subject to repayment by the
fund
.
For the year ended May 31, 2006, the fund operated below its expense limitation.
Personal Strategy Growth Fund
At May 31, 200
6
,
there were no amounts
subject to repayment by the fund
.
Personal Strategy Income Fund
At May 31, 200
6
, management fees waived in the amount of $
362
,000
remain subject to repayment by the fund
.
Real Estate Fund
At December 31, 200
5
,
there were no amounts subject to repayment. For the period ended
December 31, 2005
, each class operated below its expense limitation
.
Science & Technology Fund
Advisor Class
At December 31, 200
5
, there were no amounts subject to
repayment. For the year ended December
31, 200
5
, the
Advisor C
lass operated below its expense limitation.
Short-Term Bond Fund
At May 31, 200
6
, management fees waived
and expenses previously reimbursed by
the manager
in the amount of $
3
,
105
,000 remain subject to repayment by the
fund
.
Small-Cap Stock Fund
Advisor Class
At December
31, 2005, there were no amounts subject to repayment.
For the year ended December
31, 200
5
, the
Advisor C
lass
operated below its expense limitation.
Small-Cap Value Fund
Advisor Class
At December
31, 2005, there were no amounts subject to repayment.
For the year ended December
31, 200
5
, the
Advisor C
lass operated below its expense limitation.
Tax-Efficient Multi-Cap Growth Fund
At February
28, 200
6
, management fees waived
in the
amount
of
$
103
,000
remain subject to repayment by the fund
.
Value Fund
Advisor Class
For the year ended December
31, 200
5
, the
Advisor C
lass operated below its
expense limitation.
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
director
s` fees and expenses.
T.
Rowe Price Services, Inc.
(
"Services"
), a wholly owned subsidiary of T.
Rowe Price, acts as the fund
s
`
transfer
and dividend disbursing agent and provides shareholder and administrative services. T.
Rowe Price Retirement
Plan Services, Inc. (
"RPS"
), also a wholly owned subsidiary, provide
s
recordkeeping, sub-transfer agency, and
administrative services for certain types of retirement plans investing in the fund
s
. The fees paid by the fund
s
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 a per plan participant fee.
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 fund
s
, provides accounting services to the fund
s
. The fund
s
paid the expenses shown in the following table during the
fiscal years
indicated
to T.
Rowe Price for accounting
services.
<R>
Fund
|
Fiscal Year Ended
|
|
|
|
2/28/06
|
2/28/05
|
2/29/04
|
California Tax-Free Bond
|
$
64,000
|
$
64,000
|
$
64,000
|
California Tax-Free Money
|
64,000
|
64,000
|
64,000
|
Florida Intermediate Tax-Free
*
|
64,000
|
64,000
|
64,000
|
Georgia Tax-Free Bond
|
64,000
|
64,000
|
64,000
|
Maryland Short-Term Tax-Free Bond
|
64,000
|
64,000
|
64,000
|
Maryland Tax-Free Bond
|
84,000
|
84,000
|
84,000
|
Maryland Tax-Free Money
|
64,000
|
64,000
|
64,000
|
New Jersey Tax-Free Bond
|
64,000
|
64,000
|
64,000
|
New York Tax-Free Bond
|
64,000
|
64,000
|
64,000
|
New York Tax-Free Money
|
64,000
|
64,000
|
64,000
|
Tax-Efficient Balanced
|
64,000
|
64,000
|
81,000
|
Tax-Efficient Growth
|
64,000
|
64,000
|
64,000
|
Tax-Efficient Multi-Cap Growth
|
64,000
|
64,000
|
64,000
|
Tax-Exempt Money
|
84,000
|
84,000
|
83,900
|
Tax-Free High Yield
|
104,000
|
104,000
|
104,000
|
Tax-Free Income
|
94,000
|
96,000
|
113,000
|
Tax-Free Income Fund
Advisor Class
|
18,000
|
17,000
|
0
|
Tax-Free Intermediate Bond
*
|
64,000
|
64,000
|
64,000
|
Tax-Free Short-Intermediate
|
64,000
|
64,000
|
64,000
|
Virginia Tax-Free Bond
|
64,000
|
64,000
|
64,000
|
</R>
PAGE
159
<R>
*
Fund merged into Summit Municipal Intermediate Fund on November
10, 2006.
</R>
Fund
|
Fiscal Year Ended
|
|
|
|
5/31/0
6
|
5/31/0
5
|
5/31/0
4
|
Corporate Income
|
$
104,000
|
$
104,000
|
$
104,000
|
GNMA
|
104,000
|
104,000
|
104,000
|
TRP Government Reserve Investment
|
64,000
|
64,000
|
64,000
|
High Yield
|
10
5
,
0
00
|
109,000
|
111,000
|
High Yield Fund
Advisor Class
|
2
8
,000
|
24,000
|
22,000
|
Inflation Protected Bond
|
84,000
|
84,000
|
96,000
|
Institutional Core Plus
|
84
,000
|
42,000
|
(a)
|
Institutional High Yield
|
124,000
|
124,000
|
112,000
|
New Income
|
14
5
,000
|
144,000
|
144,000
|
New Income Fund
Advisor Class
|
(b)
|
(b)
|
(b)
|
New Income Fund
R Class
|
(b)
|
(b)
|
(b)
|
Personal Strategy Balanced
|
125,000
|
125,000
|
114,000
|
Personal Strategy Growth
|
125,000
|
125,000
|
113,000
|
Personal Strategy Income
|
12
4
,000
|
124,000
|
113,000
|
Prime Reserve
|
84,000
|
84,000
|
84,000
|
TRP Reserve Investment
|
84,000
|
84,000
|
84,000
|
Retirement 2005
|
(c)
|
(c)
|
(c)
|
Retirement 2010
|
(c)
|
(c)
|
(c)
|
Retirement 2010 Fund
Advisor Class
|
(c)
|
(c)
|
(c)
|
Retirement 2010 Fund
R Class
|
(c)
|
(c)
|
(c)
|
Retirement 2015
|
(c)
|
(c)
|
(c)
|
Retirement 2020
|
(c)
|
(c)
|
(c)
|
Retirement 2020 Fund
Advisor Class
|
(c)
|
(c)
|
(c)
|
Retirement 2020 Fund
R Class
|
(c)
|
(c)
|
(c)
|
Retirement 2025
|
(c)
|
(c)
|
(c)
|
Retirement 2030
|
(c)
|
(c)
|
(c)
|
Retirement 2030 Fund
Advisor Class
|
(c)
|
(c)
|
(c)
|
Retirement 2030 Fund
R Class
|
(c)
|
(c)
|
(c)
|
Retirement 2035
|
(c)
|
(c)
|
(c)
|
Retirement 2040
|
(c)
|
(c)
|
(c)
|
Retirement 2040 Fund
Advisor Class
|
(c)
|
(c)
|
(c)
|
Retirement 2040 Fund
R Class
|
(c)
|
(c)
|
(c)
|
Retirement 2045
|
(
c
)
|
(
c
)
|
(a)
|
Retirement 2050
|
(a)
|
(a)
|
(a)
|
Retirement 2050 Fund
Advisor Class
|
(a)
|
(a)
|
(a)
|
Retirement 2050 Fund
R Class
|
(a)
|
(a)
|
(a)
|
Retirement 2055
|
(a)
|
(a)
|
(a)
|
Retirement Income
|
(c)
|
(c)
|
(c)
|
Short-Term Bond
|
112
,000
|
96,000
|
84,000
|
Short-Term Bond Fund
Advisor Class
|
(b)
|
(b)
|
(a)
|
Short-Term Income
|
(a)
|
(a)
|
(a)
|
U.S. Treasury Intermediate
|
64,000
|
64,000
|
64,000
|
U.S. Treasury Long-Term
|
64,000
|
64,000
|
64,000
|
U.S. Treasury Money
|
64,000
|
64,000
|
64,000
|
(a)
Prior to commencement of operations.
(b)
Less than $1,000.
(c)
Paid by underlying Price funds pursuant to the Special Servicing Agreement
.
<R>
Fund
|
Fiscal Year Ended
|
|
|
|
10/31/05
|
10/31/04
|
10/31/03
|
Emerging Europe & Mediterranean
|
$
85,000
|
$
84,000
|
$
87,000
|
Emerging Markets Stock
|
86,000
|
85,000
|
88,000
|
European Stock
|
87,000
|
91,000
|
107,000
|
Global Stock
|
84,000
|
84,000
|
87,000
|
Global Stock Fund
Advisor Class
|
(a)
|
(a)
|
(a)
|
Institutional Emerging Markets Equity
|
84,000
|
84,000
|
84,000
|
Institutional Foreign Equity
|
105,000
|
107,000
|
108,000
|
Institutional Global Equit
y
|
(a)
|
(a)
|
(a)
|
International Discovery
|
88,000
|
90,000
|
106,000
|
International Equity Index
|
104,000
|
104,000
|
107,000
|
International Growth & Income
|
90,000
|
94,000
|
108,000
|
International Growth & Income Fund
Advisor Class
|
14,000
|
6,000
|
(b)
|
International Growth & Income Fund
R Class
|
(b)
|
2,000
|
(b)
|
International Stock
|
136,000
|
138,000
|
144,000
|
International Stock Fund
Advisor Class
|
(b)
|
(b)
|
(b)
|
International Stock Fund
R Class
|
(b)
|
(b)
|
(b)
|
Japan
|
65,000
|
65,000
|
68,000
|
Latin America
|
64,000
|
68,000
|
88,000
|
New Asia
|
87,000
|
88,000
|
90,000
|
Overseas
Stock
|
(a)
|
(a)
|
(a)
|
Summit Cash Reserves
|
84,000
|
84,000
|
81,000
|
Summit GNMA
|
84,000
|
84,000
|
81,000
|
Summit Municipal Income
|
64,000
|
64,000
|
64,000
|
Summit Municipal Intermediate
|
64,000
|
64,000
|
64,000
|
Summit Municipal Money Market
|
84,000
|
81,000
|
64,000
|
U.S. Bond Index
|
81,000
|
67,000
|
84,000
|
</R>
(a)
Prior to commencement of operations.
PAGE
161
(b)
Less than $1,000.
Fund
|
Fiscal Year Ended
|
|
|
|
12/31/05
|
12/31/04
|
12/31/03
|
Balanced
|
$
107,000
|
$
107,000
|
$
107,000
|
Blue Chip Growth
|
71,000
|
73,000
|
73,000
|
Blue Chip Growth Fund
Advisor Class
|
11,000
|
9,000
|
9,000
|
Blue Chip Growth Fund
R Class
|
(a)
|
(a)
|
(a)
|
Capital Appreciation
|
93,000
|
84,000
|
84,000
|
Capital Appreciation Fund
Advisor Class
|
(a)
|
(b)
|
(b)
|
Capital Opportunity
|
102,000
|
84,000
|
84,000
|
Capital Opportunity Fund
Advisor Class
|
(a)
|
(b)
|
(b)
|
Capital Opportunity Fund
R Class
|
(a)
|
(b)
|
(b)
|
Developing Technologies
|
64,000
|
64,000
|
64,000
|
Diversified Mid-Cap Growth
|
64,000
|
64,000
|
(b)
|
Diversified Small-Cap Growth
|
64,000
|
64,000
|
64,000
|
Dividend Growth
|
64,000
|
64,000
|
64,000
|
Dividend Growth Fund
Advisor Class
|
(b)
|
(b)
|
(b)
|
Emerging Markets Bond
|
126,000
|
125,000
|
105,000
|
Equity Income
|
72,000
|
72,000
|
73,000
|
Equity Income Fund
Advisor Class
|
10,000
|
10,000
|
8,000
|
Equity Income Fund
R Class
|
(a)
|
(a)
|
(a)
|
Equity Index 500
|
105,000
|
105,000
|
104,000
|
Extended Equity Market Index
|
104,000
|
104,000
|
104,000
|
Financial Services
|
64,000
|
64,000
|
64,000
|
Global Technology
|
84,000
|
84,000
|
84,000
|
Growth & Income
|
64,000
|
64,000
|
64,000
|
Growth Stock
|
92,000
|
98,000
|
101,000
|
Growth Stock Fund
Advisor Class
|
8,000
|
3,000
|
(a)
|
Growth Stock Fund
R Class
|
2,000
|
(a)
|
(a)
|
Health Sciences
|
104,000
|
104,000
|
104,000
|
Institutional
Concentrated Large-Ca
p
Value
|
(b)
|
(b)
|
(b
)
|
Institutional Emerging Markets Bond
|
(b)
|
(b)
|
(b)
|
Institutional Large-Cap Core Growth
|
64,000
|
64,000
|
16,000
|
Institutional Large-Cap Growth
|
64,000
|
64,000
|
64,000
|
Institutional Large-Cap Value
|
64,000
|
64,000
|
64,000
|
Institutional Mid-Cap Equity Growth
|
64,000
|
64,000
|
64,000
|
Institutional Small-Cap Stock
|
64,000
|
64,000
|
64,000
|
International Bond
|
126,000
|
128,000
|
111,000
|
International Bond Fund
Advisor Class
|
7,000
|
5,000
|
2,000
|
Media & Telecommunications
|
64,000
|
64,000
|
84,000
|
Mid-Cap Growth
|
78,000
|
79,000
|
80,000
|
Mid-Cap Growth Fund
Advisor Class
|
3,000
|
2,000
|
1,000
|
Mid-Cap Growth Fund
R Class
|
(a)
|
(a)
|
(a)
|
Mid-Cap Value
|
73,000
|
76,000
|
79,000
|
Mid-Cap Value Fund
Advisor Class
|
5,000
|
4,000
|
(a)
|
Mid-Cap Value Fund
R Class
|
4,000
|
2,000
|
(a)
|
New America Growth
|
64,000
|
64,000
|
64,000
|
New America Growth Fund
Advisor
Class
|
(b)
|
(b)
|
(b)
|
New Era
|
64,000
|
64,000
|
64,000
|
New Horizons
|
84,000
|
84,000
|
84,000
|
Real Estate
|
73,000
|
64,000
|
64,000
|
Real Estate Fund
Advisor Class
|
(a)
|
(b)
|
(b)
|
Science & Technology
|
81,000
|
81,000
|
82,000
|
Science & Technology Fund
Advisor
Class
|
12,000
|
12,000
|
11,000
|
Small-Cap Stock
|
68,000
|
68,000
|
69,000
|
Small-Cap Stock Fund
Advisor Class
|
5,000
|
5,000
|
4,000
|
Small-Cap Value
|
81,000
|
84,000
|
86,000
|
Small-Cap Value Fund
Advisor Class
|
12,000
|
9,000
|
7,000
|
Spectrum Growth
|
(c)
|
(c)
|
(c)
|
Spectrum Income
|
(c)
|
(c)
|
(c)
|
Spectrum International
|
(c)
|
(c)
|
(c)
|
Total Equity Market Index
|
104,000
|
104,000
|
104,000
|
Value
|
69,000
|
69,000
|
71,000
|
Value Fund
Advisor Class
|
4,000
|
4,000
|
3,000
|
(a)
Less than $1,000.
(b)
Prior to commencement of operations.
(c)
Paid by underlying Price funds pursuant to the Special Servicing Agreement.
other shareholder services
The funds have adopted an administrative fee payment (
"AFP"
) program that authorizes the funds to make
payments to third parties to compensate them for certain services they provide on behalf of the funds. The third
parties include retirement plan sponsors, retirement plan recordkeepers, insurance companies, banks, and
broker-dealers. The payments are made for transfer agent, recordkeeping, and other administrative services
provided by, or on behalf of, the third parties. These services include, but are not limited to: transmitting net
purchase and redemption orders; maintaining separate records for shareholders reflecting purchases,
redemptions, and share balances; mailing shareholder confirmations and periodic statements; processing
dividend payments; and telephone services in connection with the above. Under the AFP program, the funds
paid the amounts set forth below to various third parties in calendar year 2005.
<R>
Fund
|
Payment
|
Balanced
|
$
250,062
|
Blue Chip Growth
|
1,153,145
|
Capital Appreciation
|
437,644
|
California Tax-Free Bond
|
893
|
California Tax-Free Money
|
8
|
Capital Opportunity
|
2,022
|
Corporate Income
|
512
|
Developing Technologies
|
68
|
Diversified Mid-Cap Growth
|
84
|
Diversified Small-Cap Growth
|
149
|
Dividend Growth
|
18,446
|
Emerging Europe & Mediterranean
|
6,943
|
Emerging Markets Bond
|
2,892
|
Emerging Markets Stock
|
163,314
|
Equity Income
|
1,615,806
|
Equity Index 500
|
12,768
|
European Stock
|
22,069
|
Extended Equity Market Index
|
0
|
Financial Services
|
18,438
|
Florida Intermediate Tax-Free
*
|
344
|
Georgia Tax-Free Bond
|
769
|
GNMA
|
11,415
|
TRP Government Reserve Investment
|
0
|
Global Stock
|
1,601
|
Global Technology
|
649
|
Growth & Income
|
20,155
|
Growth Stock
|
1,353,575
|
Health Sciences
|
314,452
|
High Yield
|
201,452
|
Inflation Protected Bond
|
203
|
Institutional
Concentrated Large-Ca
p
Value
|
(a)
|
Institutional Emerging Markets Bond
|
(a)
|
Institutional Emerging Markets Equity
|
0
|
Institutional Foreign Equity
|
0
|
Institutional Global Equity
|
(a)
|
Institutional High Yield
|
0
|
Institutional Large-Cap Core Growth
|
0
|
Institutional Large-Cap Growth
|
0
|
Institutional Large-Cap Value
|
0
|
Institutional Mid-Cap Equity Growth
|
0
|
Institutional Small-Cap Stock
|
0
|
International Bond
|
193,865
|
International Discovery
|
210,821
|
International Equity Index
|
0
|
International Growth & Income
|
683
|
International Stock
|
457,678
|
Japan
|
3,327
|
Latin America
|
91,303
|
Maryland Short-Term Tax-Free Bond
|
2,737
|
Maryland Tax-Free Bond
|
21,659
|
Maryland Tax-Free Money
|
0
|
Media & Telecommunications
|
19,378
|
Mid-Cap Growth
|
3,924,544
|
Mid-Cap Value
|
828,826
|
New America Growth
|
88,102
|
New Asia
|
64,810
|
New Era
|
184,778
|
New Horizons
|
476,284
|
New Income
|
37,106
|
New Jersey Tax-Free Bond
|
427
|
New York Tax-Free Bond
|
1,287
|
New York Tax-Free Money
|
99
|
Overseas Stock
|
(a)
|
Personal Strategy Balanced
|
188,677
|
Personal Strategy Growth
|
101,798
|
Personal Strategy Income
|
41,136
|
Prime Reserve
|
32,334
|
Real Estate
|
43,772
|
TRP Reserve Investment
|
0
|
Retirement 2005
|
(b)
|
Retirement 2010
|
(b)
|
Retirement 2015
|
(b)
|
Retirement 2020
|
(b)
|
Retirement 2025
|
(b)
|
Retirement 2030
|
(b)
|
Retirement 2035
|
(b)
|
Retirement 2040
|
(b)
|
Retirement 2045
|
(b)
|
Retirement 2050
|
(
a
)
|
Retirement 2055
|
(
a
)
|
Retirement Income
|
(b)
|
Science & Technology
|
225,900
|
Short-Term Bond
|
19,199
|
Short-Term Income
|
(a)
|
Small-Cap Stock
|
2,130,058
|
Small-Cap Value
|
648,229
|
Spectrum Growth
|
(b)
|
Spectrum Income
|
(b)
|
Spectrum International
|
(b)
|
Summit Cash Reserves
|
0
|
Summit GNMA
|
0
|
Summit Municipal Money Market
|
0
|
Summit Municipal Intermediate
|
1,467
|
Summit Municipal Income
|
193
|
Tax-Efficient Balanced
|
150
|
Tax-Efficient Growth
|
0
|
Tax-Efficient Multi-Cap Growth
|
180
|
Tax-Exempt Money
|
377
|
Tax-Free High Yield
|
9,016
|
Tax-Free Income
|
10,408
|
Tax-Free Intermediate Bond
*
|
10,490
|
Tax-Free Short-Intermediate
|
7,557
|
Total Equity Market Index
|
0
|
U.S. Bond Index
|
0
|
U.S. Treasury Intermediate
|
9,723
|
U.S. Treasury Long-Term
|
417
|
U.S. Treasury Money
|
29,467
|
Value
|
288,776
|
Virginia Tax-Free Bond
|
6,515
|
</R>
PAGE
163
PAGE
165
<R>
*
Fund merged into Summit Municipal Intermediate Fund on November 10, 2006.
</R>
<R>
(a)
Prior to commencement of operations.
</R>
<R>
(b)
Paid by underlying Price funds pursuant to the Special Servicing Agreement.
</R>
Each Advisor and R Class has adopted an administrative fee payment (
"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 agent, 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 to various third parties in calendar year 2005.
Fund
|
Payment
|
Blue Chip Growth Fund
Advisor Class
|
$
996,759
|
Blue Chip Growth Fund
R Class
|
20,647
|
Capital Appreciation Fund
Advisor Class
|
5,532
|
Capital Opportunity Fund
Advisor Class
|
0
|
Capital Opportunity Fund
R Class
|
0
|
Dividend Growth Fund
Advisor Class
|
(a)
|
Equity Income Fund
Advisor Class
|
1,771,809
|
Equity Income Fund
R Class
|
107,746
|
Global Stock Fund
Advisor Class
|
(a)
|
Growth Stock Fund
Advisor Class
|
591,701
|
Growth Stock Fund
R Class
|
213,284
|
High Yield Fund
Advisor Class
|
601,030
|
International Bond Fund
Advisor Class
|
32,647
|
International Growth & Income Fund
Advisor Class
|
130,143
|
International Growth & Income Fund
R Class
|
5,132
|
International Stock Fund
Advisor Class
|
2,177
|
International Stock Fund
R Class
|
624
|
Mid-Cap Growth Fund
Advisor Class
|
330,735
|
Mid-Cap Growth Fund
R Class
|
142,764
|
Mid-Cap Value Fund
Advisor Class
|
278,340
|
Mid-Cap Value Fund
R Class
|
231,728
|
New America Growth Fund
Advisor Class
|
(a)
|
New Income Fund
Advisor Class
|
98
|
New Income Fund
R Class
|
649
|
Real Estate Fund
Advisor Class
|
1,483
|
Retirement 2010 Fund
Advisor Class
|
27,004
|
Retirement 2010 Fund
R Class
|
23,615
|
Retirement 2020 Fund
Advisor Class
|
27,129
|
Retirement 2020 Fund
R Class
|
19,171
|
Retirement 2030 Fund
Advisor Class
|
16,329
|
Retirement 2030 Fund
R Class
|
15,678
|
Retirement 2040 Fund
Advisor Class
|
7,679
|
Retirement 2040 Fund
R Class
|
6,372
|
Retirement 2050 Fund
Advisor Class
|
(a)
|
Retirement 2050 Fund
R Class
|
(a)
|
Retirement Income Fund
Advisor Class
|
3,112
|
Retirement Income Fund
R Class
|
582
|
Science & Technology Fund
Advisor Class
|
488,336
|
Short-Term Bond Fund
Advisor Class
|
4,527
|
Small-Cap Stock Fund
Advisor Class
|
368,272
|
Small-Cap Value Fund
Advisor Class
|
577,366
|
Tax-Free Income Fund
Advisor Class
|
234,447
|
Value Fund
Advisor Class
|
129,851
|
(a)
Prior to commencement of operations.
52
9 Plans
T.
Rowe Price
is the investment manager of several college savings plans established
by states
under section 529
of the Internal Revenue Code. Each plan has a number of portfolios that invest in underlyi
ng Price Fun
ds
including Blue Chip Growth, Equity Index 500,
International Growth & Income, International Stock,
Mid-Cap
Growth,
Mid-Cap Value,
Short-Term Bond,
Small-Cap Stock,
Spectrum Income,
Summit Cash Reserves,
Total
Equity Market Index,
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 Servi
ces, 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
, In
c., which in turn
indirectly
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 FUN
D
s
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 National Association of
Securities Dealers, Inc.
(
"NASD"
)
.
Investment Services is located at the same address as the funds and T.
Rowe Price
100 East Pratt Street,
Baltimore, Maryland 21202.
Investment Services serves as distributor to the
f
und
s
,
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.
PAGE
167
The Underwriting Agreement
also
provides that Investment Services will pay all fees and expenses in connection
with
printing and distributing prospectuses and reports for use in offering and selling fund shares; preparing,
setting in type, printing, and mailing all sales literature and advertising; Investment Services` federal and state
registrations as a broker-dealer; and offering and selling shares for each fund, except for those fees and expenses
specifically assumed by the funds. Investment Services` expenses are paid by T.
Rowe Price.
Investment Services acts as the agent of the fund
s
, 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 Classes,
n
o sales charges are paid by investors or the fund
s
.
No compensation is paid to
Investment Services.
Advisor and R Class
Distribution and Shareholder Services Plan
The fund
d
irectors
adopted a
p
lan pursuant to Rule 12b-1 with respect to each Advisor and R Class
(collectively
"Class"
)
. Each
p
lan provides that the Class may compensate Investment Services or such other persons as the
fund
s
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 the
p
lan will be made (either directly, or indirectly through
Investment Services) to brokers, dealers, banks, insurance companies, and intermediaries other than Investment
Services. Under the
p
lan, each
Advisor
Class pays a fee at the annual rate of up to 0.25% of that class`s average
daily net assets
and each 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
o
n shares sold through that intermediary.
However, a lesser amount may be paid based on the level of services provided. Intermediaries may use the
payments for, among other purposes, compensating employees engaged in sales and/or shareholder servicing of
the 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. NASD rules limit the amount of annual
distribution and service fees that may be paid by a mutual fund and impose a ceiling on the cumulative
distribution fees paid. The
p
lan complies with these rules.
The
p
lan 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
d
irectors for their review.
Prior to approving the
p
lan, the fund
s
considered various factors relating to the implementation of the
p
lan and
determined that there is a reasonable likelihood that the
p
lan will benefit each fund, its Class, and the Class`s
shareholders. The fund
d
irectors noted that to the extent the
p
lan allows a fund to sell Class shares in markets to
which it would not otherwise have access, the
p
lan 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
p
lan 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
d
irectors 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
p
lan
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
d
irectors in
the manner prescribed by Rule 12b-1 under the 1940 Act. The
p
lan is terminable with respect to a Class at any
time by a vote of a majority of the
independent d
irectors 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 third-party intermediaries, including broker-
dealers and insurance companies, for the distribution, shareholder servicing, maintenance of shareholder
accounts
,
and/or other administrati
ve
services under the
p
lan
.
Fund
|
Fiscal Year Ended
2/28/06
|
Tax-Free Income Fund
Advisor Class
|
$
720
,000
|
PAGE
169
Fund
|
Fiscal Year Ended
5/31/06
|
High Yield Fund
Advisor Class
|
$
2
,
167
,000
|
New Income Fund
Advisor Class
|
8
,000
|
New Income Fund
R Class
|
1
1
,000
|
Retirement 2010 Fund
Advisor Class
|
1
3
3
,000
|
Retirement 2010 Fund
R Class
|
2
75
,
000
|
Retirement 2020 Fund
Advisor Class
|
160
,000
|
Retirement 2020 Fund
R Class
|
229
,000
|
Retirement 2030 Fund
Advisor Class
|
1
02
,000
|
Retirement 2030 Fund
R Class
|
18
2
,000
|
Retirement 2040 Fund
Advisor Class
|
47
,
000
|
Retirement 2040 Fund
R Class
|
65
,000
|
Retirement 2050 Fund
Advisor Class
|
(a)
|
Retirement 2050 Fund
R Class
|
(a)
|
Retirement Income Fund
Advisor Class
|
22
,000
|
Retirement Income Fund
R Class
|
18
,000
|
Short-Term Bond Fund
Advisor Class
|
2
3
,000
|
(a)
Prior to commencement of operations.
Fund
|
Fiscal Year Ended
10/31/05
|
Global Stock Fund
Advisor Class
|
(a)
|
International Growth & Income Fund
Advisor Class
|
$
290,000
|
International Growth & Income Fund
R Class
|
25,000
|
International Stock Fund
Advisor Class
|
93,000
|
International Stock Fund
R Class
|
10,000
|
(a)
Prior to commencement of operations.
Fund
|
Fiscal Year Ended
12/31/05
|
Blue Chip Growth Fund
Advisor Class
|
$
2,813,000
|
Blue Chip Growth Fund
R Class
|
153,000
|
Capital Appreciation Fund
Advisor Class
|
19,000
|
Capital Opportunity Fund
Advisor Class
|
1,000
|
Capital Opportunity Fund
R Class
|
1,000
|
Dividend Growth Fund
Advisor Class
|
(a)
|
Equity Income Fund
Advisor Class
|
5,893,000
|
Equity Income Fund
R Class
|
620,000
|
Growth Stock Fund
Advisor Class
|
2,137,000
|
Growth Stock Fund
R Class
|
1,214,000
|
International Bond Fund
Advisor Class
|
230,000
|
Mid-Cap Growth Fund
Advisor Class
|
1,111,000
|
Mid-Cap Growth Fund
R Class
|
807,000
|
Mid-Cap Value Fund
Advisor Class
|
920,000
|
Mid-Cap Value Fund
R Class
|
1,301,000
|
New America Growth Fund
Advisor Class
|
(a)
|
Real Estate Fund
Advisor Class
|
9,000
|
Science & Technology Fund
Advisor Class
|
1,333,000
|
Small-Cap Stock Fund
Advisor Class
|
1,186,000
|
Small-Cap Value Fund
Advisor Class
|
1,603,000
|
Value Fund
Advisor Class
|
436,000
|
(a)
Prior to commencement of operations.
PORTFOLIO TRANSACTIONS
All funds except International Funds
Investment or Brokerage Discretion
Decisions with respect to the purchase and sale of portfolio securities on behalf of the fund are made by T.
Rowe
Price. T.
Rowe Price is also responsible for implementing these decisions, including
, where applicable,
the
negotiation of commissions and the allocation of portfolio brokerage and principal business and the use of
affiliates to assist in routing orders for execution.
The fund`s purchases and sales of fixed-income portfolio securities are normally done on a principal basis and
do not involve the payment of a commission although they may involve the designation of selling concessions.
That part of the discussion below relating solely to brokerage commissions would not normally apply to the
fund (except to the extent that the Corporate Income, High Yield, Institutional High Yield, New Income, and
Personal Strategy Funds purchase equity securities). However, it is included because T.
Rowe Price does manage
a significant number of common stock portfolios which do engage in agency transactions and pay commissions
and because some research and services resulting from the payment of such commissions may benefit the fund.
How Broker
-
Dealers Are Selected
Fixed-Income Securities
Fixed-income securities are generally purchased from the issuer or a primary market-maker acting as principal
for the securities on a net basis, with no brokerage commission being paid by the client
,
although the price
usually includes an undisclosed compensation. Transactions placed through
broker-
dealers serving as primary
market-makers reflect the spread between the bid and ask
prices. Securities may also be purchased from
underwriters at prices which include underwriting fees.
Equity Securities
In purchasing and selling equity securities,
T.
Rowe Price
seek
s
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 brokerage
and research services. As a general practice,
securities
are executed
in the primary market
with market-makers
,
or
through an electronic communications network
or Alternative Trading System
. In selecting from among
these
options
, T.
Rowe Price generally seeks to select
the broker-dealers or system it
believes to be actively and
effectively trading the security being purchased or sold.
In selecting broker
-
dealers to execute the fund`s
portfolio transactions, consideration is given to such factors as the price of the security, the rate of the
commission, the size and difficulty of the order, the reliability, integrity,
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 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
.
PAGE
171
Equity and Fixed
-
Income Securities
With respect to equity and fixed-income securities, T.
Rowe Price may effect principal transactions on behalf of
the fund with a broker
-
dealer who furnishes brokerage and/or research services
;
designate any such broker
-
dealer to receive selling concessions, discounts, or other allowances
;
or otherwise deal with any such broker
-
dealer in connection with the acquisition of securities in underwritings. T.
Rowe Price may receive research
services in connection with brokerage transactions, including designations in fixed
-
price offerings.
How Evaluations Are Made of the Overall Reasonableness of Brokerage Commissions Paid
On a continuing basis, T.
Rowe Price seeks to determine what levels of commission rates are reasonable in the
marketplace for transactions executed on behalf of
clients
. In evaluating the reasonableness of commission rates,
T.
Rowe Price considers: (a)
rates quoted by broker-dealers
; (b)
the size of a particular transaction, in terms of
the number of shares, dollar amount, and number of clients involved
; (c)
the complexity of a particular
transaction in terms of both execution and settlement
; (d)
the level and type of business 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 which other institutional investors are paying, based on available
public information
.
Description
of Research Services Received From Broker
-
Dealers
T.
Rowe Price receives a wide range of research services from broker
-
dealers. These services include information
on the economy, industries, groups of securities, individual companies, statistical information, accounting and
tax law interpretations, political developments, legal developments affecting portfolio securities, technical
market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance analysis,
and analysis of corporate responsibility issues. These services provide both domestic and international
perspective. Research services are received primarily in the form of written reports, computer-generated
services, telephone contacts, and personal meetings with security analysts.
S
uch services may be provided in the
form of meetings arranged with corporate and 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 the research obtained through commissions generated by T. Rowe
Price International.
Research services received from broker
-
dealers are supplemental to T.
Rowe Price`s own research effort
s
and,
when utilized, are subject to internal analysis before being incorporated by T.
Rowe Price into its investment
process. As a practical matter, it would not be possible for T.
Rowe Price
to generate all of the information
and
varied opinions
presently provided by broker
-
dealers. T.
Rowe Price pays cash for certain research services
including all research
received from external
non-broker-dealer
sources.
While receipt of research services from
brokerage firms has not reduced T.
Rowe Price`s normal research activities, the expenses of T.
Rowe Price could
be materially increased if it attempted to generate such additional information through its own staff. To the
extent that research services of value are provided by broker
-
dealers, T.
Rowe Price
is
relieved of expenses
which it might otherwise bear.
T.
Rowe Price has a policy of not allocating brokerage business in return for products or services other than
brokerage or research services. In accordance with the provisions of Section 28(e) of the Securities Exchange Act
of 1934, T.
Rowe Price
has
from time to time receive
d third-party vendor
services and products which serve
both research and non-research functions. In such event, T.
Rowe Price makes a good faith determination of the
research and non-research use of the product or service and
received credit for commission business
only with
respect to the research component.
Directed Brokerage
In 2002, the T. Rowe Price
f
unds that invest in domestic equity se
curities
adopted a commission recapture
program. Under the program, a percentage of commissions generated by the portfolio transactions of those
funds is re
bated
to the funds by the broker
-dealers
and
credited to short-term security gain/loss
.
Commissions to Broker
-Dealers
Who Furnish Research Services
Certain broker
-
dealers who provide quality brokerage and execution services also furnish
proprietary
research
services to T.
Rowe Price.
Proprietary research may include research provided by an affiliate of the broker-
dealer.
With regard to the payment of brokerage commissions, T.
Rowe Price has adopted a brokerage allocation
policy embodying the concepts of Section 28(e)
,
which permits an investment adviser to cause an account to
pay
a higher
commission
(which does not furnish research services or which furnishes brokerage and research
services deemed to be of lesser value),
if the adviser determines in good faith that the commission paid is
reasonable in relation to the value of the brokerage and research services provided. The determination may be
viewed in terms of either the particular transaction involved or the overall responsibilities of the adviser with
respect to the accounts over which it exercises investment discretion.
Therefore, research may not necessarily
benefit all accounts paying commissions to such broker
-dealers
.
Accordingly, while T.
Rowe Price cannot
readily determine the extent to which commission rates
charged by broker-dealers reflect the value of their
research services, T.
Rowe Price would expect to assess the reasonableness of commissions in light of the total
brokerage and research services provided by each particular broker
-dealer
. T.
Rowe Price may receive
proprietary
research
from broker-dealers
,
as defined in Section 28(e)
,
in connection with
brokerage transactions,
including
selling concessions and designations in fixed
-
price offerings in which the fund
participate
s
.
T.
Rowe Price adopted a policy, effective January
1, 2005, to discontinue the use of brokerage commissions to
acquire independent, third-party research and related services of non-broker-dealer entities.
Proprietary
r
esearch and services will continue to be acquired or received either directly from executing brokers or
indirectly through other brokers in step-out transactions. 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 and settle, and receive
commissions for, the stepped-out portion. In the case of the Price Funds, T. Rowe Price would use a step-out to
compensate broker-dealers who provide valuable proprietary research services. These broker-dealers may or
may not have trading desks of their own.
Independent third-party research will remain an important component of T.
Rowe Price`s investment approach.
However, independent third-party research will be paid for directly by T.
Rowe Price, rather than through third-
party soft dollar arrangements. T.
Rowe Price will continue to use full service broker-dealers that provide
"bundled" proprietary research,
either directly or through step-out transactions with other brokers,
subject to
T.
Rowe Price`s best execution obligations; lower commissions may be available from other broker-dealers that
do not provide research.
No selling concessions were designated for broker-dealers during 2004 in connection with fixed price offerings
in consideration of independent third-party vendor research and brokerage services provided by such broker-
dealers. However, T.
Rowe Price may receive proprietary research from broker-dealers designated by T.
Rowe
Price to receive selling concessions.
Internal Allocation Procedures
T.
Rowe Price has a policy of not precommitting 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. However, T.
Rowe Price does have an internal brokerage allocation procedure for that portion
of its discretionary client brokerage business where special needs do not exist, or where the business may be
allocated among several broker
-
dealers
which are able to meet the needs of the transaction.
Each year, T.
Rowe Price assesses the contribution of the brokerage and research services provided by broker
-
dealers
and attempts to allocate a portion of its brokerage business in response to these assessments.
Portfolio
managers,
r
esearch analysts,
and the Trading Department each seek to evaluate the brokerage
,
execution
,
and
research services they receive from broker
-
dealers and make judgments as to the level of business which would
recognize such services. In addition, broker
-
dealers sometimes suggest a level of business they would like to
receive in return for the various brokerage and research services they provide. Actual b
usiness
received by any
firm may be less than the suggested allocations but can, and often does, exceed the suggestions
because the total
business is allocated on the basis of all the considerations described above. In no case is a broker
-
dealer
excluded from receiving business from T.
Rowe Price because it has not been identified as providing research
services.
Miscellaneous
T.
Rowe Price`s brokerage allocation policy is
generally
applied to all its fully discretionary accounts, which
represent a substantial majority of all assets under management. Research services furnished by broker
-
dealers
through which T.
Rowe Price effects securities transactions may be used in servicing all accounts (including
PAGE
173
non-fund accounts) managed by T.
Rowe Price.
Therefore
, research services received from broker
-
dealers which
execute transactions for
a particular fund will
not necessarily
be
used by T.
Rowe Price
in connection with the
management of
that
fund.
From time to time, orders for clients may be placed through a computerized transaction network.
The fund does not allocate business to any broker-dealer on the basis of its sales of the fund`s shares. However,
this does not mean that broker-dealers who purchase fund shares for their clients will not receive business from
the fund.
Since certain
of T.
Rowe Price`s other clients have investment objectives and programs similar to those of the
fund
,
T.
Rowe Price may
make recommendations
to other clients
which result in
their
purchasing or selling
securities simultaneously with the fund. As a result, the demand for securities being purchased or the supply of
securities being sold may increase, and this could have an adverse effect on the price of those securities. It is
T.
Rowe Price`s policy not to favor one client over another in making recommendations or in placing orders.
T.
Rowe Price frequently follows the practice of grouping orders of various clients for execution
.
Clients should
be aware, however, that the grouping of their orders with other clients may sometimes result in a more favorable
price and at other times may result in a less favorable price than if the client orders had not been grouped.
In
certain cases, where the aggregate order is executed in a series of transactions at various prices on a given day,
each participating client`s proportionate share of such order reflects the average price paid or received with
respect to the total order.
T.
Rowe Price may include
orders on behalf of
the T.
Rowe Price Associates
Foundation, Inc. and
T
he T.
Rowe Price Program for Charitable Giving, Inc., not for profit entities, in
aggregated orders from time to time.
T
.
Rowe Price has established a general investment policy that it will
ordinarily not make additional purchases of a common stock
f
or its clients (including the T.
Rowe Price funds)
if, as a result of such purchases, 10% or more of the outstanding common stock of
the issuer
would be held by
its clients
and clients of affiliated advisers
in the aggregate.
In certain limited instances, however, T. Rowe Price
may increase aggregate ownership to a maximum of 15%
or more
.
For purposes of determining the
se
limit
s
,
T.
Rowe Price includes securities held by clients of
affiliated advisers
.
T.
Rowe Price
may give advice and take action for clients, including investment companies, which differs from
advice given or the timing or nature of action taken for other clients.
T. Rowe
Price
is not obligated to initiate
transactions for clients in any security
that
its 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.
At the present time, T.
Rowe Price does not recapture commissions or underwriting discounts or selling group
concessions in connection with
fixed
-
income
securities acquired in underwritten offerings. T.
Rowe Price
may
,
however,
have the opportunity to designate a portion of the underwriting spread to broker-dealers that
participate in the offering
.
Trade Allocation Policies
T.
Rowe Price
has developed written trade allocation guidelines for its
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 participating client. Because a pro
-
rata allocation may
not always adequately accommodate all facts and circumstances, the guidelines provide for exceptions to
allocate trades on an adjusted
basis. For example, adjustments may be made: (i)
to eliminate de minimus
positions; (ii
)
to give priority to accounts with specialized investment policies and objectives;
(i
ii
)
to reallocate in
light of a participating portfolio`s characteristics (e.g., available cash, industry or issuer concentration, duration,
credit exposure)
;
and (iv) to recognize the efforts of a portfolio manager in negotiating a transaction or a private
placement
. Also, with respect to private placement transactions, conditions imposed by the issuer may limit
availability of allocations to
client accounts
.
International Funds
Investment or Brokerage Discretion
Decisions with respect to the purchase and sale of portfolio securities on behalf of the fund are made by T.
Rowe
Price. T.
Rowe Price is also responsible for implementing these decisions, including the negotiation of
commissions and the allocation of portfolio brokerage and principal business and the use of affiliates to assist in
routing orders for execution.
How Broker
-
Dealers Are Selected
Fixed-Income Securities
For fixed-income securities, it is expected that purchases and sales will ordinarily be transacted with the issuer,
the issuer`s underwriter, or with a primary market
-
maker acting as principal on a net basis, with no brokerage
commission being paid by the fund. However, the price of the securities generally includes compensation which
is not disclosed separately. Transactions placed through dealers who are serving as primary market
-
makers
reflect the spread between the bid and asked prices.
With respect to equity and fixed-income securities, T.
Rowe Price International may effect principal transactions
on behalf of the fund with a broker
-
dealer who furnishes
research services
, designate any such broker
-
dealer to
receive selling concessions, discounts, or other allowances, or otherwise deal with any such broker
-
dealer in
connection with the acquisition of securities in underwritings. T.
Rowe Price International may receive research
services in connection with brokerage transactions, including designations in fixed
-
price offerings.
Equity Securities
In purchasing and selling equity securities, it is T.
Rowe Price International
`s
policy
to
seek
to
obtain quality
execution at
the most
favorable
security
prices
through responsible broker
-
dealers
and
at competitive
commission rates
where such rates are negotiable
. However, under certain conditions,
higher brokerage
commissions
may be paid in
return for brokerage and research
services.
In an effort to obtain quality execution,
orders are generally placed through T.
Rowe Price International or T.
Rowe Price`s trading desk.
In selecting
broker
-
dealers to execute the fund`s portfolio transactions, consideration is given to such factors as the price of
the security, the rate of the commission, the size and difficulty of the order, the reliability, integrity, financial
condition, general execution
,
and operational capabilities of competing broker
-
dealers, their expertise in
particular markets, and brokerage and research services provided by them. It is not the policy of 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
.
Transactions on stock exchanges involve the payment of brokerage commissions. In transactions on stock
exchanges in the United States, these commissions are negotiated. Traditionally, commission rates have
generally not been negotiated on stock markets outside the United States. However, an increasing number of
overseas stock markets have adopted a system of negotiated rates, although a 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.
How Evaluations Are Made of the Overall Reasonableness of Brokerage Commissions Paid
On a continuing basis, T.
Rowe Price International seeks to determine what levels of commission rates are
reasonable in the marketplace for transactions executed on behalf of
clients
. In evaluating the reasonableness of
commission rates, T.
Rowe Price International considers:
(a)
rates quoted by broker-dealers; (b)
the size of a
particular transaction, in terms of the number of shares and dollar amount; (c)
the complexity of a particular
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 which other institutional investors are paying, based on available
public information
.
PAGE
175
Descriptions of Research Services Received From Broker
-
Dealers
T.
Rowe Price International receives a wide range of research services from broker
-
dealers covering investment
opportunities throughout the world, including information on the economies, industries, groups of securities,
individual companies, statistics, political developments, technical market action, pricing and appraisal services,
and performance analyses of all the countries in which a fund`s portfolio is likely to be invested.
Research
services are received primarily in the form of written reports,
e
-
m
ails, computer
-
generated services, telephone
contacts
,
and personal meetings with security analysts. In addition, such services may be provided in the form
of meetings arranged with corporate and industry spokespersons, economists, academicians
,
and government
representatives.
T.
Rowe Price International cannot readily determine the extent to which commissions charged
by broker
-dealers
reflect the value of their research services, but broker
-dealers
generally
suggest a level of
business they would like to receive in return for the brokerage and research services they provide. To the extent
that research services of value are provided by broker
-dealers
, T.
Rowe Price International is relieved of
expenses which it might otherwise bear.
Some research may be incorporated into firm-wide systems or
communications. Therefore, T. Rowe Price International may have access to the research obtained through
commissions generated by T. Rowe Price.
Commissions to Broker
-Dealers
Who Furnish Research Services
Certain broker-dealers which provide quality brokerage and
execution
services also furnish proprietary research
services to T.
Rowe Price International. Proprietary research may include research provided by an affiliate of the
broker-dealer. With regard to payment of brokerage commissions, T.
Rowe Price International has adopted a
brokerage allocation policy embodying the concepts of Section 28(e) of the Securities Exchange Act of 1934,
which permits an investment adviser to cause its clients to pay a broker-dealer which furnishes research services
a higher commission than that which might be charged by another broker-dealer (which does not furnish
research services, or which furnishes brokerage and research services deemed to be of lesser value), if such
commission is deemed reasonable in relation to the research services provided by the broker-dealer, viewed in
terms of either that particular transaction or the overall responsibilities of the adviser with respect to the
accounts as to which it exercises investment discretion. Therefore, research may not necessarily benefit all
accounts paying commissions to such broker-dealers.
Accordingly, T.
Rowe Price International may assess the reasonableness of commissions in light of the total
research services provided by each particular broker-dealer. T.
Rowe Price International may receive proprietary
research from broker-dealers, as defined in Section 28(e), in connection with selling concessions and
designations in fixed price offerings for non-ERISA accounts.
T.
Rowe Price adopted a policy, effective January
1, 2005, to discontinue the use of brokerage commissions to
acquire independent, third-party research and related services of non-broker-dealer entities.
There has been a
long-standing industry, legislative, and regulatory debate regarding the definition and impact of soft-dollar
activity, and proactively eliminating the practice has allowed T. Rowe Price International to respond to changing
client sentiment on the issue.
Proprietary r
esearch and services will continue to be acquired or received either
directly from executing brokers or indirectly through other brokers in step-out transactions. 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 and
settle, and receive commissions for, the stepped-out portion. In the case of the Price Funds, T. Rowe Price
International would use a step-out to compensate broker-dealers who provide valuable proprietary research
services. These broker-dealers may or may not have trading desks of their own.
Independent third-party research will remain an important component of T.
Rowe Price`s investment approach.
However, independent third-party research will be paid for directly by T.
Rowe Price, rather than through third-
party soft dollar arrangements. T.
Rowe Price will continue to use full service broker-dealers that provide
"bundled" proprietary research,
either directly or through step-out transactions with other brokers,
subject to
T.
Rowe Price`s best execution obligations; lower commissions may be available from other broker-dealers that
do not provide research.
Internal Allocation Procedures
T.
Rowe Price has a policy 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. However, T. Rowe Price does have an internal brokerage allocation procedure for that portion
of its discretionary client brokerage business where special needs do not exist, or where the business may be
allocated among several broker-dealers which are able to meet the needs of the transaction.
Each year, T.
Rowe Price assesses the contribution of the brokerage and research services provided by broker-
dealers, and attempts to allocate a portion of its brokerage business in response to these assessments. Portfolio
managers, research analysts, and the Trading Department each seek to evaluate the brokerage, execution and
research services they receive from broker-dealers and make judg
ments as to the level of business which would
recognize such services. In addition, broker-dealers sometimes suggest a level of business they would like to
receive in return for the various brokerage and research services they provide. Actual business received by any
firm may be less than the suggested allocations but can, and often does, exceed the suggestions, because the
total business is allocated on the basis of all the considerations described above. In no case is a broker-dealer
excluded from receiving business from T.
Rowe Price because it has not been identified as providing research
services.
Miscellaneous
Research services furnished by broker
-dealers
through which T.
Rowe Price
International
effects securities
transactions may be used in servicing all accounts managed by T.
Rowe Price
International
.
Therefore
, research
services received from broker
-dealers
which execute transactions for a particular fund will not necessarily be
used by T.
Rowe Price
International
in connection with the management of that fund.
Since certain
of T.
Rowe Price
International
`s other clients have
similar
investment objectives and programs
to
those of the fund
,
T.
Rowe Price
International
may
make recommendations to other clients which result in their
purchasing or selling securities simultaneously with the fund. As a result, the demand for securities being
purchased or the supply of securities being sold may increase, and this could have an adverse effect on the price
of those securities. It is T.
Rowe Price
International
`s policy not to favor one client over another in making
recommendations or in placing orders. T.
Rowe Price
International
may follow
the practice of grouping orders
of various clients for execution
,
which generally results in lower commission rates being attained.
Clients should
be aware, however, that the grouping of their orders with other clients may sometimes result in a more favorable
price and at other times may result in a less favorable price than if the client orders had not been grouped.
In
certain cases, where the aggregate order
may be
executed in a series of transactions at various prices on a given
day, each participating client`s proportionate share of such order
will
reflect
the average price paid or received
with respect to the total order.
T.
Rowe Price has developed written trade allocation guidelines for its Trading desk. 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 participating client. Because a pro
-
rata allocation may
not always adequately accommodate all facts and circumstances, the guidelines provide for exceptions to
allocate trades on an adjusted basis, which may include a system-generated random allocation. Adjustments
may be made in such situations as: (i)
to eliminate de minimus positions; (ii
) to give priority to accounts with
specialized investment policies and objectives;
(i
ii
) to reallocate in light of a participating portfolio`s
characteristics (e.g., available cash, industry or issuer concentration, duration, credit exposure)
; and (iv) to
recognize the efforts of a portfolio manager in negotiating a transaction or a private placement
. Also, with
respect to private placement transactions, conditions imposed by the issuer may limit availability of allocations
to client accounts.
T.
Rowe Price may give advice and take action for clients, including investment companies, which differs from
advice given or the timing or nature of action taken for other clients. T.
Rowe Price is not obligated to initiate
transactions for clients in any security which the advisers, 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 between non-ERISA client accounts (including 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.
PAGE
177
Price International has a Brokerage Control Committee, which is responsible for developing brokerage policy,
monitoring its implementation
,
and resolving questions that arise in that connection.
T.
Rowe Price
International
has established a general investment policy that it will ordinarily not make
additional purchases of a common stock of a company for its clients (including the T.
Rowe Price
F
unds) if, as a
result of such purchases, 10% or more of the outstanding common stock of such company would be held by its
clients
and clients of affiliated advisers
in the aggregate.
For purposes of determining the 10% limit, T.
Rowe
Price International includes securities held by clients of
affiliated advisers. In certain limited instances, however,
T.
Rowe Price International may increase aggregate ownership to a maximum of 15% or more
.
The fund does not allocate business to any broker-dealer on the basis of its sales of the fund`s shares. However,
this does not mean that broker-dealers who purchase fund shares for their clients will not receive business from
the fund.
All funds
Total Brokerage Commissions
For the fiscal years indicated, the total brokerage commissions paid by each fund, including the discounts
received by securities dealers in connection with underwritings, and the percentage of these commissions paid
to firms which provided research, statistical, or other services to T.
Rowe Price or T.
Rowe Price International in
connection with the management of each fund
that invests in equity securities
, are shown below.
<R>
Fund
|
Fiscal Year Ended
|
|
|
|
|
|
|
2/28/06
|
%
|
2/28/05
|
%
|
2/29/04
|
%
|
California Tax-Free Bond
|
$
278,000
|
(a)
|
$
247,000
|
(a)
|
$
150,000
|
(a)
|
California Tax-Free Money
|
3,000
|
(a)
|
1,000
|
(a)
|
1,000
|
(a)
|
Florida Intermediate Tax-Free
*
|
14,000
|
(a)
|
8,000
|
(a)
|
17,000
|
(a)
|
G
eorgia Tax-Free Bond
|
69,000
|
(a)
|
98,000
|
(a)
|
39,000
|
(a)
|
Maryland Short-Term Tax-Free Bond
|
17,000
|
(a)
|
27,000
|
(a)
|
112,000
|
(a)
|
Maryland Tax-Free Bond
|
417,000
|
(a)
|
362,000
|
(a)
|
584,000
|
(a)
|
Maryland Tax-Free Money
|
5,000
|
(a)
|
1,000
|
(a)
|
0
|
(a)
|
New Jersey Tax-Free Bond
|
140,000
|
(a)
|
118,000
|
(a)
|
67,000
|
(a)
|
New York Tax-Free Bond
|
247,000
|
(a)
|
215,000
|
(a)
|
176,000
|
(a)
|
New York Tax-Free Money
|
1,000
|
(a)
|
0
|
(a)
|
0
|
(a)
|
Tax-Efficient Balanced
|
12,000
|
2.50
|
1,000
|
0.0
|
1,000
|
0.0
|
Tax-Efficient Growth
|
9,000
|
2.50
|
10,000
|
0.20
|
10,000
|
0.0
|
Tax-Efficient Multi-Cap Growth
|
8,000
|
8.44
|
5,000
|
3.01
|
5,000
|
0.0
|
Tax-Exempt Money
|
7,000
|
(a)
|
6,000
|
(a)
|
0
|
(a)
|
Tax-Free High Yield
|
1,552,000
|
(a)
|
842,000
|
(a)
|
1,003,000
|
(a)
|
Tax-Free Income
|
1,271,000
|
(a)
|
1,222,000
|
(a)
|
1,007,000
|
(a)
|
Tax-Free Intermediate Bond
*
|
101,000
|
(a)
|
76,000
|
(a)
|
80,000
|
(a)
|
T
ax-Free Short-Intermediate
|
79,000
|
(a)
|
155,000
|
(a)
|
188,000
|
(a)
|
Virginia Tax-Free Bond
|
277,000
|
(a)
|
205,000
|
(a)
|
212,000
|
(a)
|
</R>
<R>
*
Fund merged into Summit Municipal Intermediate Fund on November
10, 2006.
</R>
(a)
Percentages are not required for funds that do not invest in equity securities.
<R>
Fund
|
Fiscal Year Ended
|
|
|
|
|
|
|
5/31/0
6
|
%
|
5/31/0
5
|
%
|
5/31/0
4
|
%
|
Corporate Income
|
$
193
,000
|
9
2.
5
|
$
204,000
|
82.1
|
$
109,000
|
87.4
|
GNMA
|
5
,000
|
(a)
|
16,000
|
(a)
|
24,000
|
(a)
|
TRP Government Reserve Investment
|
(b)
|
(b)
|
(b)
|
(b)
|
(b)
|
(b)
|
High Yield
|
1
5
,
965
,000
|
76
.4
|
17,817,000
|
90.4
|
7,754,000
|
87.6
|
Inflation Protected Bond
|
1,000
|
(a)
|
1,000
|
(a)
|
1,600
|
(a)
|
Institutional Core Plus
|
13
,000
|
83
.
1
|
6,000
|
97.7
|
(c)
|
(c)
|
Institutional High Yield
|
1
,
473
,000
|
80.8
|
2,613,000
|
(a)
|
2,018,000
|
(a)
|
New Income
|
2
,
952
,000
|
87.
6
|
1,034,000
|
94.2
|
896,000
|
91.2
|
Personal Strategy Balanced
|
5
56
,000
|
25
.
2
|
529,000
|
30.4
|
461,000
|
28.1
|
Personal Strategy Growth
|
461
,000
|
28
.
9
|
397,000
|
31.4
|
315,000
|
31.8
|
Personal Strategy Income
|
1
82
,000
|
2
1
.
1
|
164,000
|
23.8
|
145,000
|
25.7
|
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)
|
Retirement 2045
|
(
b
)
|
(
b
)
|
(
b
)
|
(
b
)
|
(
b
)
|
(
b
)
|
Retirement 2050
|
(c)
|
(c)
|
(c)
|
(c)
|
(c)
|
(c)
|
Retirement 2055
|
(c)
|
(c)
|
(c)
|
(c)
|
(c)
|
(c)
|
Retirement Income
|
(b)
|
(b)
|
(b)
|
(b)
|
(b)
|
(b)
|
Short-Term Bond
|
341
,000
|
(a)
|
465,000
|
(a)
|
660,000
|
(a)
|
Short-Term Income
|
(c)
|
(c)
|
(c)
|
(c)
|
(c)
|
(c)
|
U.S. Treasury Intermediate
|
1
,000
|
(a)
|
2,000
|
(a)
|
7,000
|
(a)
|
U.S. Treasury Long-Term
|
4
,000
|
(a)
|
2,000
|
(a)
|
12,000
|
(a)
|
U.S. Treasury Money
|
(b)
|
(b)
|
(b)
|
(b)
|
(b)
|
(b)
|
</R>
(a)
Percentages are not required for funds that do not invest in equity securities.
(b)
Not applicable.
(c)
Prior to commencement of operations.
<R>
Fund
|
Fiscal Year Ended
|
|
|
|
|
|
|
10/31/05
|
%
|
10/31/04
|
%
|
10/31/03
|
%
|
Emerging Europe & Mediterranean
|
$
2,100,000
|
5.8
|
$
515,000
|
16.6
|
$
159,000
|
32.9
|
Emerging Markets Stock
|
3,173,000
|
7.5
|
2,398,000
|
10.9
|
1,052,000
|
33.2
|
European Stock
|
1,289,000
|
1.4
|
810,000
|
1.2
|
724,000
|
33.0
|
Global Stock
|
511,000
|
21.3
|
142,000
|
18.6
|
82,000
|
40.2
|
Institutional Emerging Markets Equity
|
330,000
|
6.0
|
135,000
|
10.0
|
61,000
|
43.0
|
Institutional Foreign Equity
|
1,476,000
|
3.2
|
1,433,000
|
3.5
|
1,720,000
|
30.5
|
Institutional Global Equity
|
(a)
|
(a)
|
(a)
|
(a)
|
(a)
|
(a)
|
International Discovery
|
3,883,000
|
0.5
|
3,282,000
|
0.2
|
2,165,000
|
28.0
|
International Equity Index
|
94,000
|
1.2
|
39,000
|
4.4
|
11,000
|
0.1
|
International Growth & Income
|
580,000
|
8.0
|
327,000
|
4.5
|
77,000
|
2.0
|
International Stock
|
12,633,000
|
1.9
|
5,872,000
|
3.5
|
5,961,000
|
38.8
|
Japan
|
1,033,000
|
0.0
|
1,161,000
|
0.0
|
838,000
|
32.3
|
Latin America
|
1,194,000
|
60.7
|
452,000
|
54.0
|
267,000
|
67.8
|
New Asia
|
4,219,000
|
0.0
|
3,996,000
|
0.0
|
2,510,000
|
36.2
|
Overseas Stock
|
(a)
|
(a)
|
(a)
|
(a)
|
(a)
|
(a)
|
Summit Cash Reserves
|
0
|
(b)
|
0
|
(b)
|
0
|
(b)
|
Summit GNMA
|
2,000
|
(b)
|
2,000
|
(b)
|
2,000
|
(b)
|
Summit Municipal Income
|
244,000
|
(b)
|
105,000
|
(b)
|
119,000
|
(b)
|
Summit Municipal Intermediate
|
103,000
|
(b)
|
70,000
|
(b)
|
49,000
|
(b)
|
Summit Municipal Money Market
|
9,000
|
(b)
|
0
|
(b)
|
0
|
(b)
|
U.S. Bond Index
|
34,000
|
(b)
|
7,000
|
(b)
|
15,000
|
(b)
|
</R>
PAGE
179
(a)
Prior to commencement of operations.
(
b
)
Percentages are not required for funds that do not invest in equity securities.
<R>
Fund
|
Fiscal Year Ended
|
|
|
|
|
|
|
12/31/05
|
%
|
12/31/04
|
%
|
12/31/03
|
%
|
Balanced
|
$
574,000
|
25.0
|
$
408,000
|
32.4
|
$
604,000
|
19.3
|
Blue Chip Growth
|
6,645,000
|
56.5
|
6,809,000
|
55.6
|
6,285,000
|
72.7
|
Capital Appreciation
|
5,854,000
|
22.0
|
4,458,000
|
25.1
|
2,442,000
|
19.4
|
Capital Opportunity
|
148,000
|
38.4
|
115,000
|
50.9
|
107,000
|
63.9
|
Developing Technologies
|
161,000
|
53.7
|
179,000
|
43.9
|
146,000
|
39.4
|
Diversified Mid-Cap Growth
|
50,000
|
25.0
|
25,000
|
11.5
|
(a)
|
(a)
|
Diversified Small-Cap Growth
|
174,000
|
49.8
|
68,000
|
43.4
|
51,000
|
32.8
|
Dividend Growth
|
2,923,000
|
65.3
|
353,000
|
59.6
|
355,000
|
66.3
|
Emerging Markets Bond
|
3,000
|
(b)
|
0
|
(b)
|
0
|
(b)
|
Equity Income
|
6,388,000
|
54.9
|
10,109,000
|
52.7
|
7,017,000
|
44.0
|
Equity Index 500
|
299,000
|
0.4
|
301,000
|
1.8
|
239,000
|
1.3
|
Extended Equity Market Index
|
346,000
|
20.9
|
37,000
|
2.4
|
28,000
|
1.9
|
Financial Services
|
601,000
|
27.8
|
555,000
|
28.3
|
620,000
|
50.7
|
Global Technology
|
1,154,000
|
40.3
|
525,000
|
22.1
|
464,000
|
36.3
|
Growth & Income
|
4,836,000
|
43.0
|
2,556,000
|
55.4
|
2,416,000
|
60.4
|
Growth Stock
|
11,037,000
|
38.3
|
9,889,000
|
30.8
|
6,388,000
|
37.9
|
Health Sciences
|
2,694,000
|
57.1
|
4,142,000
|
61.5
|
2,779,000
|
74.9
|
Institutional
Concentrated Large-Ca
p
Value
|
(a)
|
(a)
|
(a)
|
(a)
|
(a)
|
(a)
|
Institutional Emerging Markets Bond
|
(a)
|
(a)
|
(a)
|
(a)
|
(a)
|
(a)
|
Institutional Large-Cap Core Growth
|
36,000
|
55.9
|
9,000
|
56.0
|
(c)
|
30.0
|
Institutional Large-Cap Growth
|
120,000
|
41.2
|
70,000
|
49.8
|
22,000
|
53.5
|
Institutional Large-Cap Value
|
140,000
|
45.1
|
25,000
|
39.5
|
18,000
|
24.7
|
Institutional Mid-Cap Equity Growth
|
510,000
|
30.5
|
686,000
|
29.8
|
604,000
|
47.3
|
Institutional Small-Cap Stock
|
458,000
|
19.4
|
727,000
|
24.0
|
467,000
|
45.2
|
International Bond
|
62,000
|
(b)
|
0
|
(b)
|
0
|
(b)
|
Media & Telecommunications
|
2,511,000
|
23.3
|
3,551,000
|
23.7
|
2,882,000
|
39.0
|
Mid-Cap Growth
|
14,723,000
|
32.6
|
19,755,000
|
32.0
|
14,169,000
|
45.3
|
Mid-Cap Value
|
11,861,000
|
50.9
|
13,392,000
(e)
|
56.6
|
4,260,000
(e)
|
62.0
|
New America Growth
|
1,179,000
|
54.1
|
1,600,000
|
49.2
|
1,599,000
|
64.3
|
New Era
|
4,065,000
|
47.7
|
1,947,000
|
34.3
|
921,000
|
52.6
|
New Horizons
|
10,919,000
|
29.7
|
13,361,000
|
27.3
|
9,939,000
|
36.5
|
Real Estate
|
669,000
|
39.1
|
495,000
|
43.1
|
312,000
|
43.5
|
Science & Technology
|
8,350,000
|
33.1
|
9,402,000
|
23.9
|
7,358,000
|
32.9
|
Small-Cap Stock
|
6,415,000
|
34.3
|
8,904,000
|
26.1
|
5,140,000
|
45.4
|
Small-Cap Value
|
3,933,000
|
43.7
|
5,760,000
(e)
|
28.5
|
2,325,000
(e)
|
50.7
|
Spectrum Growth
|
(d)
|
(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
|
26,000
|
1.7
|
39,000
|
5.19
|
44,000
|
0.84
|
Value
|
2,745,000
|
40.3
|
2,267,000
|
38.1
|
1,574,000
|
38.4
|
</R>
(a)
Prior to commencement of operations.
(b)
Percentages are not required for funds that do not invest in equity securities.
(c)
Less than $1,000.
(d)
Not applicable.
(e)
The increase in commissions (including discounts in connection with underwritings) was due to the fund`s greater
participation in initial public offerings.
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 2/28/0
6
|
|
Fund
|
Broker
|
Value of Stock Holdings
|
Value of Bond Holdings
|
Tax-Efficient Balanced
|
|
|
|
|
Citigroup
|
$213,000
|
|
|
Goldman Sachs
|
71,000
|
|
Tax-Efficient Growth
|
|
|
|
|
Citigroup
|
$774,000
|
|
|
Goldman Sachs
|
283,000
|
|
Tax-Efficient Multi-Cap Growth
|
|
|
|
|
Legg Mason
|
$1
76
,000
|
|
|
Lehman Brothers
|
1
11
,000
|
|
Tax-Exempt Money
|
|
|
|
|
Banc of America Securities
|
|
$2,652,000
|
|
|
Fiscal Year Ended 5/31/0
6
|
|
Fund
|
Broker
|
Value of Stock Holdings
|
Value of Bond Holdings
|
Corporate Income
|
|
|
|
|
Bank of America
|
$260,000
|
$1,
307
,000
|
|
BB&T
|
18
5
,000
|
707,000
|
|
Citigroup
|
175,000
|
|
|
Goldman Sachs
|
|
2,431,000
|
|
JPMorgan Chase
|
209,000
|
1,572,000
|
|
Merrill Lynch
|
|
99
7,000
|
|
UBS
|
|
895
,000
|
TRP Government Reserve Investment
|
|
|
|
|
Credit Suisse First Boston
|
|
$
230
,000,000
|
|
Deutsche Bank
|
|
2
50,000,000
|
|
Goldman Sachs
|
|
4
,
198
,000
|
|
Merrill Lynch
|
|
245
,000,000
|
|
UBS
|
|
1
50
,000,000
|
Institutional Core Plus
|
|
|
|
|
Bank of America
|
|
$
4
06
,000
|
|
Citigroup
|
|
52
9
,000
|
|
C
redit Suisse First Boston
|
|
1
45
,000
|
|
Goldman Sachs
|
|
61
,000
|
|
JPMorgan Chase
|
|
506
,000
|
|
Lehman Brothers
|
|
77
,000
|
|
Merrill Lynch
|
|
99
,000
|
|
Morgan Stanley
|
|
90,000
|
|
Wachovia
|
|
26
,000
|
New Income
|
|
|
|
|
Bank of America
|
|
$
86
,
014
,000
|
|
B
B&T
|
|
7
,
695
,000
|
|
Bear Stearns
|
|
81,923,000
|
|
Citigroup
|
|
32
,
704
,000
|
|
Goldman Sachs
|
|
7
,
381
,000
|
|
Greenwich
|
|
1
0
,
296
,000
|
|
JPMorgan Chase
|
|
57
,
454
,000
|
|
Lehman Brothers
|
|
6,679,000
|
|
Merrill Lynch
|
|
9,972,000
|
|
Morgan Stanley
|
|
1
5
,
493
,000
|
|
Wachovia
|
|
9,726,000
|
|
Washington Mutual
|
|
3
,
138
,000
|
Personal Strategy Balanced
|
|
|
|
|
Bank of America
|
$
3
,
078
,000
|
$
6
,
900
,000
|
|
Barclays
|
2
,
038
,000
|
|
|
Citigroup
|
8
,
148
,000
|
4,203
,000
|
|
Goldman Sachs
|
4
,6
64
,
000
|
1,
367
,000
|
|
Greenwich
|
|
857
,000
|
|
JPMorgan Chase
|
4
,
531
,000
|
5
,
804
,000
|
|
Lehman Brothers
|
|
5
04
,000
|
|
Merrill Lynch
|
4
,
801
,000
|
399,000
|
|
Morgan Stanley
|
1,
115
,000
|
520,000
|
|
UBS
|
6,414,000
|
5
,
218
,000
|
Personal Strategy Growth
|
|
|
|
|
Bank of America
|
$
3
,
098
,000
|
$
2
,
413
,000
|
|
Barclays
|
2
,
013
,000
|
|
|
Bear Stearns
|
|
2,029,000
|
|
Citigroup
|
8
,
0
6
1
,000
|
1,414
,000
|
|
Goldman Sachs
|
4
,
649
,000
|
318
,000
|
|
Greenwich
|
|
2
45
,000
|
|
JPMorgan Chase
|
4
,
559
,000
|
1,996
,000
|
|
Lehman Brothers
|
|
16
3
,000
|
|
Merrill Lynch
|
4
,
569
,000
|
284,000
|
|
Morgan Stanley
|
1,085
,000
|
185,000
|
|
UBS
|
6,322,000
|
1,
690
,000
|
Personal Strategy Income
|
|
|
|
|
Bank of America
|
$
866
,000
|
$
3
,
685
,000
|
|
Barclays
|
599
,000
|
|
|
Bear Stearns
|
|
2,
184
,
000
|
|
Citigroup
|
2,331,000
|
2,078,000
|
|
Goldman Sachs
|
1,
313
,000
|
553
,000
|
|
Greenwich
|
|
460
,000
|
|
JPMorgan Chase
|
1,
295
,000
|
3,022
,000
|
|
Lehman Brothers
|
|
2
88
,000
|
|
Merrill Lynch
|
1,303
,000
|
434,000
|
|
Morgan Stanley
|
316
,000
|
633
,000
|
|
UBS
|
1,803,000
|
2,934
,000
|
Prime Reserve
|
|
|
|
|
Bank of America
|
|
$
58
,
000
,000
|
|
Citigroup
|
|
141,780,000
|
|
Credit Suisse
First Boston
|
|
3
7
,
701
,000
|
|
Deutsche Bank
|
|
48,915,000
|
|
Goldman Sachs
|
|
34,500,000
|
|
Lehman Brothers
|
|
28,000,000
|
|
Merrill Lynch
|
|
36
,
609
,000
|
TRP Reserve Investment
|
|
|
|
|
Ba
nk of America
|
|
$
40
,
5
00,000
|
|
Citigroup
|
|
136,656,000
|
|
Credit Suisse
First Boston
|
|
54
,00
2,
000
|
|
Deutsche Bank
|
|
83
,
523
,000
|
|
Goldman Sachs
|
|
57
,000,000
|
|
JPMorgan Chase
|
|
6
,
569
,000
|
|
Lehman Brothers
|
|
45,000,000
|
|
Merrill Lynch
|
|
1
07
,
304
,000
|
|
Morgan Stanley
|
|
58
,
934
,000
|
|
UBS
|
|
107
,
417
,000
|
Short-Term Bond
|
|
|
|
|
Bank of America
|
|
$
27
,
134
,000
|
|
Bear Stearns
|
|
11,167,000
|
|
Citigroup
|
|
22
,
937
,000
|
|
Credit
Suisse First Boston
|
|
6
,
502
,000
|
|
Goldman Sachs
|
|
2
,
884
,000
|
|
JPMorgan Chase
|
|
7
,
405
,000
|
|
Merrill Lynch
|
|
6
,
750
,000
|
|
Morgan Stanley
|
|
7,
147
,000
|
|
Wachovia
|
|
2
,
881
,000
|
PAGE
181
PAGE
183
|
|
Fiscal Year Ended 10/31/05
|
|
Fund
|
Broker
|
Value of Stock Holdings
|
Value of Bond Holdings
|
European Stock
|
|
|
|
|
Credit Suisse Group
|
$14,752,000
|
|
|
UBS
|
15,777,000
|
|
Institutional Foreign Equity
|
|
|
|
|
Macquarie
|
$1,056,000
|
|
|
UBS
|
4,785,000
|
|
Global Stock
|
|
|
|
|
Goldman Sachs
|
$1,516,000
|
|
|
UBS
|
1,442,000
|
|
International Equity Index
|
|
|
|
|
Deutsche Bank
|
$676,000
|
|
|
Societe Generale
|
650,000
|
|
|
UBS
|
1,251,000
|
|
International Growth & Income
|
|
|
|
|
UBS
|
$15,209,000
|
|
International Stock
|
|
|
|
|
UBS
|
$101,819,000
|
|
Summit Cash Reserves
|
|
|
|
|
Banc of America
|
|
$34,206,000
|
|
Citigroup
|
|
45,852,000
|
|
Goldman Sachs
|
|
15,000,000
|
|
JPMorgan Chase
|
|
45,847,000
|
|
Merrill Lynch
|
|
19,213,000
|
Summit GNMA
|
|
|
|
|
Banc of America
|
|
$1,250,000
|
|
Citigroup
|
|
198,000
|
|
JPMorgan Chase
|
|
422,000
|
|
Morgan Stanley
|
|
472,000
|
U.S. Bond Index
|
|
|
|
|
Banc of America
|
|
$1,463,000
|
|
Bear Stearns
|
|
3,343,000
|
|
Citigroup
|
|
1,029,000
|
|
Credit Suisse Group
|
|
345,000
|
|
Deutsche Bank
|
|
223,000
|
|
Goldman Sachs
|
|
674,000
|
|
HSBC
|
|
749,000
|
|
JPMorgan Chase
|
|
1,417,000
|
|
Lehman Brothers
|
|
704,000
|
|
Morgan Stanley
|
|
468,000
|
|
Wachovia
|
|
246,000
|
|
Washington Mutual
|
|
111,000
|
|
|
Fiscal Year Ended 12/31/05
|
|
Fund
|
Broker
|
Value of Stock Holdings
|
Value of Bond Holdings
|
Balanced
|
|
|
|
|
Bank of America
|
$23,799,000
|
$6,082,000
|
|
Barclays Capital
|
6,099,000
|
|
|
Citigroup
|
35,732,000
|
5,984,000
|
|
Credit Suisse Group
|
|
3,150,000
|
|
Goldman Sachs
|
10,280,000
|
5,500,000
|
|
Greenwich Capital Markets
|
|
1,352,000
|
|
JPMorgan Chase
|
11,931,000
|
5,135,000
|
|
Lehman Brothers
|
6,555,000
|
2,452,000
|
|
Merrill Lynch
|
|
3,075,000
|
|
Morgan Stanley
|
11,873,000
|
5,610,000
|
|
UBS
|
3,600,000
|
|
Blue Chip Growth
|
|
|
|
|
Citigroup
|
$228,091,000
|
|
|
Legg Mason
|
117,296,000
|
|
|
Merrill Lynch
|
98,344,000
|
|
|
UBS
|
71,353,000
|
|
Capital Appreciation
|
|
|
|
|
JPMorgan Chase
|
$79,380,000
|
|
|
Lehman Brothers
|
37,810,000
|
|
|
Prudential Financial
|
41,060,000
|
|
Capital Opportunity
|
|
|
|
|
Bank of America
|
$1,827,000
|
|
|
Citigroup
|
4,567,000
|
|
|
Goldman Sachs
|
1,047,000
|
|
|
JPMorgan Chase
|
2,766,000
|
|
|
Lehman Brothers
|
628,000
|
|
|
Merrill Lynch
|
1,050,000
|
|
|
Morgan Stanley
|
550,000
|
|
Diversified Mid-Cap Growth
|
|
|
|
|
Legg Mason
|
$329,000
|
|
Dividend Growth
|
|
|
|
|
Citigroup
|
$20,382,000
|
|
|
Morgan Stanley
|
7,093,000
|
|
|
UBS
|
10,275,000
|
|
Equity Income
|
|
|
|
|
Bank of America
|
$158,525,000
|
|
|
Citigroup
|
106,717,000
|
|
|
Morgan Stanley
|
278,480,000
|
|
Equity Index 500
|
|
|
|
|
Goldman Sachs
|
$29,542,000
|
|
|
JPMorgan Chase
|
69,496,000
|
|
|
Lehman Brothers
|
17,332,000
|
|
|
Merrill Lynch
|
31,171,000
|
|
|
Morgan Stanley
|
30,624,000
|
|
Extended Equity Market Index
|
|
|
|
|
Investment Technology Group
|
$99,000
|
|
|
Legg Mason
|
857,000
|
|
Financial Services
|
|
|
|
|
Citigroup
|
$18,742,000
|
|
|
Credit Suisse Group
|
2,038,000
|
|
|
JPMorgan Chase
|
19,686,000
|
|
|
Merrill Lynch
|
12,124,000
|
|
|
Morgan Stanley
|
19,632,000
|
|
Growth & Income
|
|
|
|
|
Citigroup
|
$49,986,000
|
|
|
Goldman Sachs
|
10,855,000
|
|
|
JPMorgan Chase
|
14,328,000
|
|
|
Merrill Lynch
|
19,303,000
|
|
|
Morgan Stanley
|
14,469,000
|
|
Growth Stock
|
|
|
|
|
Citigroup
|
$288,559,000
|
|
|
Goldman Sachs
|
61,697,000
|
|
|
Merrill Lynch
|
118,528,000
|
|
|
UBS
|
273,042,000
|
|
Institutional Large-Cap Core Growth
|
|
|
|
|
Citigroup
|
$1,213,000
|
|
|
Goldman Sachs
|
351,000
|
|
|
Merrill Lynch
|
345,000
|
|
|
Morgan Stanley
|
153,000
|
|
|
UBS
|
162,000
|
|
Institutional Large-Cap Growth
|
|
|
|
|
Citigroup
|
$3,470,000
|
|
Institutional Large-Cap Value
|
|
|
|
|
Bank of America
|
$4,578,000
|
|
|
Citigroup
|
2,729,000
|
|
|
JPMorgan Chase
|
5,040,000
|
|
|
Merrill Lynch
|
1,961,000
|
|
|
Morgan Stanley
|
2,139,000
|
|
International Bond
|
|
|
|
|
BNP Paribas
|
|
$1,484,000
|
|
Citigroup
|
|
2,054,000
|
|
Deutsche Bank
|
|
1,710,000
|
|
Goldman Sachs
|
|
1,591,000
|
|
JPMorgan Chase
|
|
1,507,000
|
|
Merrill Lynch
|
|
1,542,000
|
|
UBS
|
|
2,023,000
|
New America Growth
|
|
|
|
|
Citigroup
|
$8,008,000
|
|
|
Goldman Sachs
|
6,385,000
|
|
|
Legg Mason
|
6,583,000
|
|
Small-Cap Stock
|
|
|
|
|
Piper Jaffray
|
$40,097,000
|
|
Total Equity Market Index
|
|
|
|
|
Goldman Sachs
|
$1,451,000
|
|
|
Investment Technology Group
|
92,000
|
|
|
JPMorgan Chase
|
3,317,000
|
|
|
Legg Mason
|
341,000
|
|
|
Lehman Brothers
|
850,000
|
|
|
Merrill Lynch
|
1,490,000
|
|
|
Morgan Stanley
|
1,453,000
|
|
Value
|
|
|
|
|
Citigroup
|
$39,309,000
|
|
|
JPMorgan Chase
|
51,370,000
|
|
|
Merrill Lynch
|
22,012,000
|
|
|
Morgan Stanley
|
35,462,000
|
|
PAGE
185
PAGE
187
Portfolio Turnover
The portfolio turnover rates for the funds (if applicable) for the fiscal years indicated are as follows:
<R>
Fund
|
Fiscal Year Ended
|
|
|
|
2/28/06
|
2/28/05
|
2/29/04
|
California Tax-Free Bond
|
21.2
%
|
36.3
%
|
19.9
%
|
California Tax-Free Money
|
(a)
|
(a)
|
(a)
|
Florida Intermediate Tax-Free
*
|
20.7
|
18.2
|
17.3
|
G
eorgia Tax-Free Bond
|
17.7
|
25.3
|
29.2
|
Maryland Short-Term Tax-Free Bond
|
44.3
|
25.4
|
35.5
|
Maryland Tax-Free Bond
|
17.8
|
21.2
|
33.0
|
Maryland Tax-Free Money
|
(a)
|
(a)
|
(a)
|
New Jersey Tax-Free Bond
|
17.8
|
20.0
|
14.0
|
New York Tax-Free Bond
|
28.9
|
29.3
|
28.7
|
New York Tax-Free Money
|
(a)
|
(a)
|
(a)
|
Tax-Efficient Balanced
|
20.1
|
18.0
|
18.2
|
Tax-Efficient Growth
|
15.7
|
14.9
|
13.4
|
Tax-Efficient Multi-Cap Growth
|
19.6
|
7.8
|
15.3
|
Tax-Exempt Money
|
(a)
|
(a)
|
(a)
|
Tax-Free High Yield
|
20.0
|
22.8
|
26.5
|
Tax-Free Income
|
31.0
|
29.8
|
26.9
|
Tax-Free Intermediate Bond
*
|
20.3
|
23.8
|
30.0
|
T
ax-Free Short-Intermediate
|
29.7
|
27.5
|
41.6
|
Virginia Tax-Free Bond
|
32.4
|
26.5
|
29.2
|
</R>
<R>
*
Fund merged into Summit Municipal Intermediate Fund on November
10, 2006.
</R>
(a)
Money funds are not required to show portfolio turnover.
Fund
|
Fiscal Year Ended
|
|
|
|
5/31/06
|
5/31/0
5
|
5/31/0
4
|
Corporate Income
|
59
.
4
%
|
61.3
%
|
82.9
%
|
GNMA
|
1
35
.
1
|
167.0
|
302.1
|
TRP
Government Reserve Investment
|
(
a
)
|
(
a
)
|
(
a
)
|
High Yield
|
6
5
.1
|
67.1
|
74.0
|
Inflation Protected Bond
|
15
.
9
|
26.3
|
26.9
|
Institutional Core Plus
|
128
.3
|
407.9
(
b
)
|
(
c
)
|
Institutional High Yield
|
80
.4
|
64.4
|
73.5
|
New Income
|
1
11
.
1
|
135.9
|
219.0
|
Personal Strategy Balanced
|
49
.
3
|
73.5
|
72.9
|
Personal Strategy Growth
|
36
.
5
|
52.1
|
47.2
|
Personal Strategy Income
|
5
3.
3
|
83.7
|
97.5
|
Prime Reserve
|
(
a
)
|
(
a
)
|
(
a
)
|
TRP
Reserve Investment
|
(
a
)
|
(
a
)
|
(
a
)
|
Retirement 2005
|
1
7
.
1
|
12.0
|
20.6
(
d
)
|
Retirement 2010
|
11
.
3
|
6.1
|
0.5
|
Retirement 2015
|
1
1.
4
|
1.8
|
0.6
(
d
)
|
Retirement 2020
|
11.9
|
0.8
|
0.0
|
Retirement 2025
|
13
.2
|
2.2
|
3.4
(
d
)
|
Retirement 2030
|
1
1.
9
|
1.3
|
8.8
|
Retirement 2035
|
11
.2
|
6.2
|
13.1
(
d
)
|
Retirement 2040
|
1
1.3
|
1.3
|
1.2
|
Retirement 2045
|
28.4
|
(
c
)
|
(
c
)
|
Retirement 2050
|
(c)
|
(c)
|
(c)
|
Retirement 2055
|
(c)
|
(c)
|
(c)
|
Retirement Income
|
10
.2
|
21.2
|
3.9
|
Short-Term Bond
|
39
.
9
|
56.0
|
69.5
|
Short-Term Income
|
(
c
)
|
(
c
)
|
(
c
)
|
U.S. Treasury Intermediate
|
47
.
4
|
90.9
|
77.4
|
U.S. Treasury Long-Term
|
26
.
4
|
55.7
|
51.9
|
U.S. Treasury Money
|
(
a
)
|
(
a
)
|
(
a
)
|
(a)
Money funds are not required to show portfolio turnover.
(b)
The portfolio turnover rate calculation includes purchases and sales from mortgage dollar roll transactions
.
(c
)
Prior to commencement of operations
.
(d)
Annualized
.
<R>
Fund
|
Fiscal Year Ended
|
|
|
|
10/31/05
|
10/31/04
|
10/31/03
|
Emerging Europe & Mediterranean
|
28.1
%
|
67.7
%
|
54.1
%
|
Emerging Markets Stock
|
53.3
|
70.0
|
65.6
|
European Stock
|
82.0
|
22.5
|
23.1
|
Global Stock
|
154.8
(a)
|
72.3
|
38.7
|
Institutional Emerging Markets Equity
|
57.4
|
69.1
|
70.4
|
Institutional Foreign Equity
|
56.2
|
28.8
|
27.8
|
International Discovery
|
85.3
|
106.4
|
115.9
|
International Equity Index
|
53.1
|
58.2
|
39.4
|
International Growth & Income
|
26.9
|
45.8
|
53.2
|
International Stock
|
62.7
|
28.2
|
25.2
|
Japan
|
161.2
|
212.4
|
254.7
|
Latin America
|
17.8
|
34.8
|
27.4
|
New Asia
|
55.9
|
72.3
|
71.7
|
Overseas Stock
|
(b)
|
(b)
|
(b)
|
Summit Cash Reserves
|
(
c
)
|
(
c
)
|
(
c
)
|
Summit GNMA
|
187.2
|
198.6
|
312.0
|
Summit Municipal Income
|
24.8
|
30.5
|
37.0
|
Summit Municipal Intermediate
|
22.3
|
26.5
|
29.8
|
Summit Municipal Money Market
|
(
c
)
|
(
c
)
|
(
c
)
|
U.S. Bond Index(
d
)
|
98.2
|
167.1
|
190.3
|
</R>
PAGE
189
(a)
The increase in the fund`s portfolio turnover from 2004 to 2005 was primarily the result of changes in the
investment advisory committee. New membership in the committee had a different outlook on a number
of the fund`s portfolio holdings and initiated changes in the composition of the portfolio as a result.
(b)
Prior to commencement of operations.
(c
)
Money funds are not required to show portfolio turnover.
(
d
)
The portfolio turnover rate calculation includes purchases and sales from mortgage dollar roll transactions;
had these transactions been excluded from the calculation, the portfolio turnover for the years ended 10/
31/05, 10/31/04, and 10/31/03 would have been 89.1%, 106.6%, and 73.4%, respectively.
Fund
|
Fiscal Year Ended
|
|
|
|
12/31/05
|
12/31/04
|
12/31/03
|
Balanced
|
27.3
%
|
22.9
%
|
38.4
%
|
Blue Chip Growth
|
43.9
|
31.9
|
32.6
|
Capital Appreciation
|
12.1
|
17.6
|
17.9
|
Capital Opportunity
|
46.2
|
44.3
|
47.5
|
Developing Technologies
|
75.0
|
79.0
|
66.3
|
Diversified Mid-Cap Growth
|
20.0
|
13.3
|
(a)
|
Diversified Small-Cap Growth
|
29.4
|
26.4
|
23.3
|
Dividend Growth
|
23.2
|
16.5
|
17.5
|
Emerging Markets Bond
|
50.5
|
71.3
|
68.6
|
Equity Income
|
20.5
|
16.1
|
11.8
|
Equity Index 500
|
8.4
|
6.4
|
1.2
|
Extended Equity Market Index
|
17.3
|
11.2
|
8.5
|
Financial Services
|
55.7
|
35.5
|
50.8
|
Global Technology
|
96.4
|
137.4
|
151.4
|
Growth & Income
|
52.1
|
36.4
|
40.5
|
Growth Stock
|
36.2
|
30.7
|
35.0
|
Health Sciences
|
55.7
|
44.1
|
44.8
|
Institutional
Concentrated Large-Ca
p Value
|
(a)
|
(a)
|
(a)
|
Institutional Emerging Markets Bond
|
(a)
|
(a)
|
(a)
|
Institutional Large-Cap Core Growth
|
16.9
|
18.2
|
8.6
|
Institutional Large-Cap Growth
|
64.4
|
66.9
|
73.3
|
Institutional Large-Cap Value
|
24.0
|
18.8
|
28.9
|
Institutional Mid-Cap Equity Growth
|
33.0
|
39.8
|
52.2
|
Institutional Small-Cap Stock
|
19.2
|
22.4
|
22.2
|
International Bond
|
103.7
|
69.7
|
38.5
|
Media & Telecommunications
|
77.8
|
107.6
|
123.5
|
Mid-Cap Growth
|
28.6
|
29.6
|
30.2
|
Mid-Cap Value
|
45.8
|
50.0
|
50.4
|
New America Growth
|
53.0
|
50.9
|
61.6
|
New Era
|
35.7
|
19.2
|
17.7
|
New Horizons
|
23.5
|
25.4
|
28.6
|
Real Estate
|
18.3
|
8.4
|
4.5
|
Science & Technology
|
59.2
|
54.5
|
47.8
|
Small-Cap Stock
|
20.4
|
18.3
|
16.3
|
Small-Cap Value
|
11.9
|
8.5
|
10.3
|
Spectrum Growth
|
10.1
|
20.3
|
18.0
|
Spectrum Income
|
40.3
|
8.2
|
7.4
|
Spectrum International
|
2.7
|
12.5
|
48.0
|
Total Equity Market Index
|
4.5
|
5.2
|
2.3
|
Value
|
19.4
|
17.0
|
30.6
|
(a)
Prior to commencement of operations.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers
LLP, 250 West Pratt Street, 21st Floor, Baltimore, Maryland 21201,
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
accompan
y
this SAI.
PAGE
191
T. Rowe price
short-term income
fund
August 25, 2006
statement of assets and liabilities
|
|
|
|
Assets
|
|
Cash
|
$
100,000
|
|
|
NET ASSET
S
|
$100,000
|
|
|
OFFERING AND REDEMPTION PRICE
|
$
5
.00
|
|
|
Net Assets Consist of:
|
|
Paid-in-capital applicable to
2
0,000 shares of $0.0001
par value capital stock outstanding; 1,000,000,000
shares authorized
|
$100,000
|
The accompanying notes are an integral part of these financial statements.
T. Rowe price short-term income fund
August 25, 2006
NOTE TO FINANCIAL STATEMENT
T. Rowe Price Short-Term Income Fund, Inc. (the fund) was organized on July 19, 2006, as a Maryland
corporation and is registered under the Investment Company Act of 1940 as a diversified, open-end
management investment company. Through August 25, 2006, the fund had no operations other than those
matters related to organization and registration as an investment company, the registration of shares for sale
under the Securities Act of 1933, and the sale of 20,000 shares of the fund at $5.00 per share on August
24,
2006 to T. Rowe Price Associates, Inc. via share exchange from a T. Rowe Price money market mutual fund. The
exchange was settled in the ordinary course of business on August 25, 2006 with the transfer of $100,000 cash.
The fund has entered into an investment management agreement with T. Rowe Price Associates, Inc. (the
manager), which provides for an all-inclusive annual fee equal to 0.50% of the fund`s average daily net assets.
The agreement provides that investment management, shareholder servicing, transfer agency, accounting, and
custody services are provided to the fund, and interest, taxes, brokerage commissions, directors` fees and
expenses, and extraordinary expenses are paid directly by the fund. Accordingly, all costs related to organization
and registration of the fund are borne by the manager.
PAGE
193
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of the T. Rowe Price Short-Term Income Fund, Inc.
In our opinion, the accompanying statement of assets and liabilities presents fairly, in all material respects, the
financial position of the T. Rowe Price Short-Term Income Fund, Inc., (the "Fund") at August
25, 2006, in
conformity with accounting principles generally accepted in the United States of America. This financial
statement is the responsibility of the Fund`s management; our responsibility is to express an opinion on this
financial statement based on our audit. We conducted our audit of this financial statement in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statement, assessing the accounting principles used and significant estimates made
by management, and evaluating the overall financial statement presentation. We believe that our audit provides
a reasonable basis for our opinion.
/s/
PRICEWATERHOUSeCOOPERS LLP
PricewaterhouseCoopers LLP
Baltimore, Maryland
August 29, 2006
<R>
Related Performance Information
</R>
<R>
The information set forth below shows historical total returns for the Non-U.S. Equity Core Composite. The
composite is not a mutual fund. Rather, it is a collection of all the portfolios managed by T.
Rowe Price
International that have investment objectives, policies, and strategies that are substantially similar to those of the
T.
Rowe Price Overseas Stock Fund.
</R>
<R>
The performance information is historical and should not be considered predictive of the fund`s future results.
</R>
<R>
Certain portfolios that may comprise the
composite may not be mutual funds and thus will not be subject to the
diversification requirements and other
restriction
s and investment limitations imposed on the T.
Rowe Price
Overseas Stock Fund by the Investment Company Act of 1940 or the Internal Revenue Code which, if
applicable, may have adversely affected the performance result.
</R>
<R>
As of December 31, 2005, there was one portfolio in the composite.
</R>
<R>
The following table shows return figures for the composite net of expenses of 1.15% which is the expected
expense ratio of the fund. Because the expense ratio of the fund is higher than the expense ratio of the portfolio
comprising the composite, the performance shown is lower than the actual returns of the composite.
</R>
<R>
<R>
Prior Performance of
Simila
r Portfolios Managed by T.
Rowe Price International
|
Periods ended
December 31, 2005
|
|
|
|
|
1
year
|
3
years
|
5
years
|
Since inception
(1/31/00)
|
Non
-U.S. Equity Core Composite*
|
|
|
|
|
Average
Annual
|
15.70
%
|
24.90
%
|
5.50
%
|
3.76
%
|
Cumulative
|
15.70
|
94.83
|
93.56
|
24.41
|
MSCI
EAFE Index
|
|
|
|
|
Average
Annual
|
14.02
|
24.18
|
4.94
|
2.68
|
Cumulative
|
14.02
|
91.51
|
27.27
|
16.92
|
</R>
</R>
<R>
The composite`s return for the nine months ended September 30, 2006 was
1
4.59
%.
</R>
<R>
*
These figures reflect the prior performance of
simila
r portfolios and are net of 1.15% expenses. Asset-weighted returns are calculated monthly. Each
portfolio`s contribution to
th
e composite for the month is calculated by multiplying the monthly portfolio return by the
rati
o of the portfolio`s beginning
asset value as expressed as a percentage of the composite`s beginning asset value. Contributions for all portfolios are summed to determine the
composite`s asset-weighted performance for the month. Monthly returns are subsequently linked to determine quarterly asset-
weighte
d returns. This
differs from the required SEC method for calculating mutual fund performance.
</R>
PAGE
195
<R>
PART II
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
Page
|
|
|
Page
|
|
|
|
|
|
Investment Objectives and Policies
|
13
8
|
|
Net Asset Value per Share
|
20
0
|
Risk Factors
|
13
8
|
|
Dividends and Distributions
|
20
2
|
Investment Program
|
15
8
|
|
Tax Status
|
20
2
|
Derivative Investments
|
17
2
|
|
Capital Stock
|
20
4
|
Portfolio Management Practices
|
18
8
|
|
Organization of the Funds
|
2
0
9
|
Special Considerations
|
1
90
|
|
T. Rowe Price Proxy Voting
Policies
and Procedures
|
2
1
0
|
Investment Restrictions
|
19
1
|
|
Federal Registration of Shares
|
21
2
|
Custodian
|
19
6
|
|
Legal Counsel
|
21
2
|
Code of Ethics
|
19
7
|
|
Ratings of Commercial Paper
|
21
2
|
Disclosure of Fund Portfolio
Information
|
19
7
|
|
Ratings of Corporate and Municipal
Debt Securities
|
21
3
|
Pricing of Securities
|
199
|
|
Ratings of Municipal Notes and
Variable Rate Securities
|
21
5
|
</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
Reference is also made to the sections entitled "Investment Program" and "Portfolio Management Practices" for
discussions of the risks associated with the investments and practices described therein as they apply to the
funds.
Risk Factors of Foreign Investing
Foreign securities
Foreign securities include U.S. dollar-denominated and non-U.S. dollar-denominated securities of foreign
issuers.
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
Asia, Latin America, Eastern Europe, Russia, Africa, and the Middle East. There is no universally accepted
definition of a developing country.
Political and Economic Factors
Individual foreign economies of some countries differ favorably or unfavorably
from the United States` economy in such respects as growth of gross national product, rate of inflation, capital
reinvestment, resource self-sufficiency, and balance of payments position. The internal politics of some foreign
countries are not as stable as in the United States. For example, in 1991, the existing government in Thailand
was overthrown in a military coup. In 1994-1995, the Mexican peso plunged in value, setting off a severe crisis
in the Mexican economy. Asia is still coming to terms with its own crisis and recessionary conditions sparked by
widespread currency weakness in late 1997. In 1998, there was substantial turmoil in markets throughout the
world. In 1999, the democratically elected government of Pakistan was overthrown by a military coup. The
Russian government also defaulted on all its domestic debt. In addition, significant external political risks
currently affect some foreign countries. Both Taiwan and China still claim sovereignty
over
one another and
there is a demilitarized border and hostile relations between North and South Korea. In 2001, Argentina
defaulted on its foreign-owned debt and had the peso devalued, resulting in the resignation of its president and
deadly riots in December in response to government-mandated austerity measures. In 2002, many countries
throughout the world struggled economically in the face of a severe decline in the U.S. stock market, a weak
American economy, threats of war, and terrorism. In 2003 and 2004, terrorism has continued to create
uncertainty in markets. In 2005, markets have been hindered by slowing global growth.
Governments in certain foreign countries continue to participate to a significant degree, through ownership
interest or regulation, in their respective economies. Action by these governments could have a significant effect
on market prices of securities and payment of dividends. The economies of many foreign countries are heavily
dependent upon international trade and are accordingly affected by protective trade barriers and economic
conditions of their trading partners. The enactment by these trading partners of protectionist trade legislation
could have a significant adverse effect upon the securities markets of such countries.
Currency Fluctuations
Investments in foreign securities will normally be denominated in foreign currencies.
American Depository Receipts (
"ADRs"
) are investments in foreign companies but are denominated in U.S.
dollars. 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 dollar (the dollar
weakens), the value of the funds` securities denominated in that currency will rise. When a given currency
depreciates against the dollar (the dollar strengthens), the value of the funds` securities denominated in that
currency would be expected to decline.
Investment and Repatriation Restrictions
Foreign investment in the securities markets of certain foreign
countries is restricted or controlled to varying degrees. These restrictions limit and, at times, preclude
investment in certain of such countries and increase the cost and expenses of the 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,
including in some cases the need for certain government consents. For example, capital invested in Chile
normally cannot be repatriated for one year. In 1998, the government of Malaysia imposed currency controls
which effectively made it impossible for foreign investors to convert Malaysian ringgits to foreign currencies.
Market Characteristics
It is contemplated that most foreign securities will be purchased in over-the-counter
markets or on securities exchanges located in the countries in which the respective principal offices of the
issuers of the various securities are located, if that is the best available market. Investments in certain markets
may be made through ADRs and Global Depository Receipts (
"GDRs"
) traded in the United States or on foreign
exchanges. Foreign securities markets are generally not as developed or efficient as, and more volatile than,
those in the United States. While growing in volume, they usually have substantially less volume than U.S.
markets and the funds` portfolio securities may be less liquid and subject to more rapid and erratic price
PAGE
197
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.
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
indirectly bear similar expenses of the underlying investment funds. In addition, the securities of these
investment funds may trade at a premium over their net asset value.
Information and Supervision
There is generally less publicly available information about foreign companies
comparable to reports and ratings that are published about companies in the United States. Foreign companies
are also generally not subject to uniform accounting, auditing and financial reporting standards, practices, and
requirements comparable to those applicable to 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.
Costs
Investors 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 possibility
of adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation,
limitations on the removal of funds or other assets of the funds, 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 uprising remains a threat. Russia has made advances in establishing a new
political outlook and a market economy, but the Russian president is constitutionally one of the most powerful
leaders in the world and consequently 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
reoccur, could reverse favorable trends toward economic and market reform, privatization, and removal of trade
barriers, and result in significant disruption 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.
An example would be the run on the Turkish lira in 2001. 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 reoccur, could reverse favorable trends toward market and economic reform,
privatization, and removal of trade barriers, and result in significant disruption in securities markets.
Foreign Currency
Certain Latin American countries may experience sudden and large adjustments in their
currency which, in turn, can have a disruptive and negative effect on foreign investors. For example, in late
1994 the Mexican peso lost more than one-third of its value relative to the U.S. dollar. In 1999, the Brazilian
real lost 30% of its value against the U.S. dollar. Certain Latin American countries may impose restrictions on
the free conversion of their currency into foreign currencies, including the U.S. dollar. There is no significant
foreign exchange market for many currencies and it would, as a result, be difficult for the 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 are among the largest debtors of developing countries.
There have been moratoria on, and reschedulings of, repayment with respect to these debts. Such events can
restrict the flexibility of these debtor nations in the international markets and result in the imposition of onerous
conditions on their economies.
Japan
Japan has experienced earthquakes and tidal waves of varying degrees of severity, and the risks of such
phenomena, and damage resulting therefrom, continue to exist. Japan also has one of the world`s highest
population densities. A significant percentage of the total population of Japan is concentrated in the
metropolitan areas of Tokyo, Osaka, and Nagoya.
Economy
The Japanese economy languished for much of the last decade. Lack of effective governmental action
in the areas of tax reform to reduce high tax rates, banking regulation to address enormous amounts of bad
debt, and economic reforms to attempt to stimulate spending are among the factors cited as possible causes of
Japan`s economic problems. The yen has had a history of unpredictable and volatile movements against the U.S.
dollar; a weakening yen hurts U.S. investors holding yen-denominated securities. Finally, the Japanese stock
market has experienced wild swings in value and has often been considered significantly overvalued.
Energy
Japan has historically depended on oil for most of its energy requirements. Almost all of its oil is
imported, the majority from the Middle East. In the past, oil prices have had a major impact on the domestic
economy, but more recently Japan has worked to reduce its dependence on oil by encouraging energy
conservation and use of alternative fuels. In addition, a restructuring of industry, with emphasis shifting from
basic industries to processing and assembly type industries, has contributed to the reduction of oil
consumption. However, there is no guarantee this favorable trend will continue.
Foreign Trade
Overseas trade is important to Japan`s economy. Japan has few natural resources and must export
to pay for its imports of these basic requirements. Because of the concentration of Japanese exports in highly
visible products such as automobiles, machine tools, and semiconductors and the large trade surpluses ensuing
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199
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)
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 result in significant disruption in 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.
For example, in 1997 the Thai baht lost 46.75% of its value against the U.S. dollar. 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.
Debt
A number of Asian companies are highly dependent on foreign loans for their operation. In 1997, several
Asian countries were forced to negotiate loans from the International Monetary Fund and others that impose
strict repayment term schedules and require significant economic and financial restructuring.
Risk Factors of Investing in Taxable Debt Obligations
General
Yields on short-, intermediate-, and long-term securities are dependent on a variety of factors, including the
general conditions of the money, bond, and foreign exchange markets; the size of a particular offering; the
maturity of the obligation; and the rating of the issue. Debt securities with longer maturities tend to
carry
higher
yields and are generally subject to
greater capital appreciation and depreciation than obligations with shorter
maturities and lower yields. The market prices of debt securities usually vary, depending upon available yields.
An increase in interest rates will generally reduce the value of portfolio investments, and a decline in interest
rates will generally increase the value of portfolio investments. The ability of funds investing in debt securities to
achieve their investment objectives is also dependent on the continuing ability of the issuers of the debt
securities in which the funds invest to meet their obligations for the payment of interest and principal when
due.
After purchase by the funds, a debt security may cease to be rated or its rating may be reduced below the
minimum required for purchase by the funds. Neither event will require a sale of such security by the funds.
However, such events will be considered in determining whether the funds should continue to hold the
security. To the extent that the ratings given by Moody`s, S&P, or others may change as a result of changes in
such organizations or their rating systems, the funds will attempt to use comparable ratings as standards for
investments in accordance with the investment policies contained in the prospectus. The ratings of Moody`s,
S&P, and others represent their opinions as to the quality of securities that they undertake to rate. Ratings are
not absolute standards of quality. When purchasing unrated securities, T.
Rowe Price, under the supervision of
the funds` Boards, determines whether the unrated security is of a quality comparable to that which the funds
are allowed to purchase.
Full Faith and Credit Securities
Securities backed by the full faith and credit of the United States (for example, GNMA and U.S. Treasury
securities) are generally considered to be among the most, if not the most, creditworthy investments available.
While the U.S. government has honored its credit obligations continuously for the last 200 years, political
events have, at times, called into question whether the United States would default on its obligations. Such an
event would be unprecedented and there is no way to predict its results on the securities markets or the funds.
However, it is very likely that default by the United States would result in losses to the funds.
Mortgage Securities
Mortgage-backed securities, including GNMAs, differ from conventional bonds in that principal is paid back
over the life of the security rather than at maturity. As a result, the holder of a mortgage-backed security (i.e., a
fund) receives monthly scheduled payments of principal and interest, and may receive unscheduled principal
payments representing prepayments on the underlying mortgages. Therefore, GNMA securities may not be an
effective means of "locking in" long-term interest rates due to the need for the funds to reinvest scheduled and
unscheduled principal payments. The incidence of unscheduled principal prepayments is also likely to increase
in mortgage pools owned by the funds when prevailing mortgage loan rates fall below the mortgage rates of the
securities underlying the individual pool. The effect of such prepayments in a falling rate environment is to
(1)
cause the funds to reinvest principal payments at the then lower prevailing interest rate, and (2)
reduce the
potential for capital appreciation beyond the face amount of the security and adversely affect the return to the
funds. Conversely, in a rising interest rate environment such prepayments can be reinvested at higher prevailing
interest rates which will reduce the potential effect of capital depreciation to which bonds are subject when
interest rates rise. When interest rates rise and prepayments decline, GNMA securities become subject to
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 ARM securities may prevent income on the ARM from increasing to prevailing interest
rate levels and cause the securities to decline in value. In addition, to the extent ARMs are purchased at a
premium, mortgage foreclosures and unscheduled principal prepayments may result in some loss of the holders`
principal investment to the extent of the premium paid. On the other hand, if ARMs are purchased at a
discount, both a scheduled payment of principal and an unscheduled prepayment of principal will increase
current and total returns and will accelerate the recognition of income that, when distributed to shareholders,
will be taxable as ordinary income.
High-Yield Securities
Special Risks of Investing in Junk Bonds
The following special considerations are additional risk factors of funds
investing in lower-rated securities.
Lower-Rated Debt Securities 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.
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.
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201
Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the
values and liquidity of lower-rated debt securities, especially in a thinly traded market. To the extent the funds
own or may acquire illiquid or restricted lower-rated securities, these securities may involve special registration
responsibilities, liabilities, costs, and liquidity and valuation difficulties. Changes in values of debt securities
which the funds own will affect its net asset value per share. If market quotations are not readily available for the
funds` lower-rated or nonrated securities, these securities will be valued by a method that the funds` Boards
believe accurately reflects fair value. Judgment plays a greater role in valuing lower-rated debt 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.
Other
Under an exemptive order issued by the SEC, certain of the funds are permitted to invest the portion of
their assets allocated to high-yield bonds in the T.
Rowe Price Institutional High Yield Fund. Such an investment
would allow funds to obtain the benefits of a fully diversified high-yield bond portfolio regardless of the amount
of assets the funds invest in high-yield bonds.
The amount of any investment management fees that T.
Rowe Price earns on the assets of funds investing in the
Institutional High Yield Fund will be used to offset investment management fees otherwise due T.
Rowe Price
from the investing funds. Thus, T.
Rowe Price will not receive any additional investment management fees from
use of the Institutional High Yield Fund in this manner.
Risk Factors of Investing in Municipal Securities
General
Yields on municipal securities are dependent on a variety of factors, including the general conditions of the
money market and the municipal bond market, the size of a particular offering, the maturity of the obligations,
and the rating of the issue. Municipal securities with longer maturities tend to produce higher yields and are
generally subject to potentially greater capital appreciation and depreciation than obligations with shorter
maturities and lower yields. The market prices of municipal securities usually vary, depending upon available
yields. An increase in interest rates will generally reduce the value of portfolio investments, and a decline in
interest rates will generally increase the value of portfolio investments. The ability of all the funds to achieve
their investment objectives is also dependent on the continuing ability of the issuers of municipal securities in
which the funds invest to meet their obligations for the payment of interest and principal when due. The ratings
of Moody`s, S&P, and Fitch IBCA, Inc. (
"Fitch"
) represent their opinions as to the quality of municipal
securities which they undertake to rate. Ratings are not absolute standards of quality; consequently, municipal
securities with the same maturity, coupon, and rating may have different yields. There are variations in
municipal securities, both within a particular classification and between classifications, depending on numerous
factors. It should also be pointed out that, unlike other types of investments, offerings of municipal securities
have traditionally not been subject to regulation by, or registration with, the SEC, although there have been
proposals which would provide for regulation in the future.
The federal bankruptcy statutes relating to the debts of political subdivisions and authorities of states of the
United States provide that, in certain circumstances, such subdivisions or authorities may be authorized to
initiate bankruptcy proceedings without prior notice to or consent of creditors, which proceedings could result
in material and adverse changes in the rights of holders of their obligations.
Proposals have been introduced in Congress to restrict or eliminate the federal income tax exemption for
interest on municipal securities, and similar proposals may be introduced in the future. Proposed "Flat Tax" and
"Value Added Tax" proposals would also have the effect of eliminating the tax preference for municipal
securities. Some of the past proposals would have applied to interest on municipal securities issued before the
date of enactment, which would have adversely affected their value to a material degree. If such a proposal were
enacted, the availability of municipal securities for investment by the funds and the value of a fund`s portfolio
would be affected and, in such an event, the funds would reevaluate their investment objectives and policies.
Also, recent changes to tax laws broadly lowering tax rates, including lower tax rates on dividends and capital
gains, could have a negative impact on the desirability of owning municipal securities.
Although the banks and securities dealers with which the funds will transact business will be banks and
securities dealers that T.
Rowe Price believes to be financially sound, there can be no assurance that they will be
able to honor their obligations to the funds with respect to such transactions.
Municipal Bond Insurance
The funds may purchase insured bonds from time to time. Municipal bond insurance
provides an unconditional and irrevocable guarantee that the insured bond`s principal and interest will be paid
when due. The guarantee is purchased from a private, 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 order
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 is able to obtain a higher credit rating for the bond. Once purchased,
municipal bond insurance cannot be canceled, and the protection it affords continues as long as the bonds are
outstanding and the insurer remains solvent.
The funds may also purchase bonds that carry secondary insurance purchased by an investor after a bond`s
original issuance. Such policies insure a security for the remainder of its term. Generally, the funds expect that
portfolio bonds carrying secondary insurance will have been insured by a prior investor. However, the funds
may, on occasion, purchase secondary insurance on their own behalf.
Each of the municipal bond insurance companies has established reserves to cover estimated losses. Both the
method of establishing these reserves and the amount of the reserves vary from company to company. The risk
that a municipal bond insurance company may experience a claim extends over the life of each insured bond.
Municipal bond insurance companies are obligated to pay a bond`s interest and principal when due if the
issuing entity defaults on the insured bond. Although defaults on insured municipal bonds have been low to
date, there is no assurance this low rate will continue in the future. A higher than expected default rate could
deplete loss reserves and adversely affect the ability of a municipal bond insurer to pay claims to holders of
insured bonds, such as the funds.
High-Yield Securities
Lower-quality bonds, commonly referred to as "junk bonds," are regarded as
predominantly speculative with respect to the issuer`s continuing ability to meet principal and interest
payments. Because investment in low- and lower-medium-quality bonds involves greater investment risk, to the
extent the funds invest in such bonds, achievement of their investment objectives will be more dependent on
T.
Rowe Price`s credit analysis than would be the case if the funds were investing in higher-quality bonds. High-
yield bonds may be more susceptible to real or perceived adverse economic conditions than investment-grade
bonds. A projection of an economic downturn or higher interest rates, for example, could cause a decline in
high-yield bond prices because the advent of such events could lessen the ability of highly leveraged issuers to
make principal and interest payments on their debt securities. In addition, the secondary trading market for
high-yield bonds may be less liquid than the market for higher-grade bonds, which can adversely affect the
ability of the funds to dispose of their portfolio securities. Bonds for which there is only a "thin" market can be
more difficult to value 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 market funds will limit their purchases of portfolio instruments to those U.S. dollar-
denominated securities which the funds` Boards determine present minimal credit risk and which are eligible
securities as defined in Rule 2a-7 under the 1940 Act. Eligible securities are generally securities which have been
rated (or whose issuer has been rated or whose issuer has comparable securities rated) in one of the two highest
short-term rating categories (which may include sub-categories) by nationally recognized statistical rating
organizations ("
NRSROs
") or, in the case of any instrument that is not so rated, is of comparable high quality as
determined by T.
Rowe Price pursuant to written guidelines established under the supervision of the funds`
Boards. In addition, the funds may treat variable and floating rate instruments with demand features as short-
term securities pursuant to Rule 2a-7 under the 1940 Act.
There can be no assurance that the funds will achieve their investment objectives or be able to maintain their net
asset values per share at $1.00. The price of the funds is not guaranteed or insured by the U.S. government and
their yields are not fixed. While the funds invest in high-grade money market instruments, investment in the
funds is not without risk even if all portfolio instruments are paid in full at maturity. An increase in interest rates
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203
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
s
tate
t
ax-
f
ree
f
unds 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 debt obligations of one state carries a higher risk than a portfolio that is
geographically diversified. In addition to state general obligations and notes, the funds will invest in local bond
issues, lease obligations, and revenue bonds
;
the credit quality and risk
will vary according to each security`s
own structure and underlying economics.
Debt
The state, its agencies, and local governmental entities issued $57 billion of debt during 2005 versus
$70
billion during 2004 and $80 billion in 2003. Total state issuance was approximately 45% of the total, while
local government and authorities issued the remainder for a wide variety of purposes, including transportation,
housing, education, electric power, and health care.
As of February 1, 2006, the
s
tate of California had approximately $47 billion in outstanding general obligation
bonds secured by the state`s revenue and taxing power. An additional $33 billion in state general obligation debt
remains authorized but unissued to comply with voter initiatives and legislative mandates. Debt service on
roughly 5% of the state`s outstanding general obligation debt is met from revenue-producing projects such as
water, harbor, and housing facilities. 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. During fiscal year 2006,
the state has issued $3 billion in short-term notes for this purpose, as compared
with
$6 billion in fiscal year
2005. The state supports $8 billion in lease-purchase obligations attributable to the State Public Works Board
and other issuers. These obligations are not backed by the full faith and credit of the state; rather, they are
subject to annual appropriations from the state`s
g
eneral
f
und.
In addition to the state obligations described above, bonds have been issued by special public authorities in
California that are not obligations of the state. These include bonds issued by the California Housing Finance
Agency, the Department of Water Resources, the Department of Veterans Affairs, California State University, and
the California Transportation Commission.
Economy
California`s economy is the largest among the 50 states and one of the largest in the world. California`s
economy is extraordinarily diverse, broad, and resilient.
The state`s
population of 37 million as of July 1, 2005,
grew by 1.4% from the prior year
better than the roughly 1% annual increases typically seen; it represents
over 12% of the entire United States population. The state`s per capita personal income in 2004 exceeded the
U.S. per capita average by 6%.
California`s economy suffered through a severe recession during the early 1990s but experienced a steady
recovery from 1994 to 2000. While the
s
tate of California benefited disproportionately from the high-
technology sector during the late 1990s, it also suffered greatly when this sector experienced a calamitous
reversal in 2001. Exports from California ports fell by 14% in 2001 and by another 13% the following year
while unemployment levels rose to 5.8% in 2002. The fallout from the "tech bust" also manifested itself in much
lower personal income tax receipts at the state level as capital gains, bonuses, and option income dropped off.
Recovery is evident in various 2003
2005 statistics for the state: exports from California ports increased by 2%
in 2003 and by 8% in 2004, civilian employment increased by 0.4% in 2003, 1.5% in 2004, and 2.5% in 2005,
and the unemployment rate in the state ha
d
dropped from its early 2003 peak of 6.9% to 5.1% in December
2005. The level of economic activity within the state is important as it influences the growth or contraction of
state and local government revenues available for operations and debt service.
In the recession of the 1990s, diminished economic activity and overbuilding in certain areas resulted in a
contraction in real estate values. To date during this cycle, all urban areas have shown continued increases in
property values. Still, declines in property values could still take place and would have a negative effect on the
ability of local governments to meet their obligations. California is known for its high cost of housing relative to
the rest of the country.
California is more prone to earthquakes than most other states, creating potential economic losses from
damages. On January 17, 1994, a major earthquake, measuring 6.8 on the Richter scale, hit Southern California
centered in the area of Northridge. Total damage was estimated at $20 billion, offset to an important extent by
significant federal aid.
Legislative
Due to the funds` concentration in the
s
tate of California and its municipal issuers, the funds may be
affected by certain amendments to the California
C
onstitution and state statutes that limit the taxing and
spending authority of California governmental entities, thus affecting their ability to meet debt service
obligations.
In 1978, California voters approved "Proposition 13," adding Article XIIIA to the state constitution which 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. In subsequent actions, the state substantially increased its expenditures to provide assistance
to its local governments to offset the losses in revenues and to maintain essential local services; in the early
1990s the state decreased local aid in response to its own fiscal pressures.
Another constitutional amendment, Article XIIIB, was passed by voters in 1979 prohibiting the state from
spending revenues beyond its annually adjusted "appropriations limit." Any revenues exceeding this limit must
be returned to the taxpayers as a revision in the tax rate or fee schedule over the following two years. Such a
refund, in the amount of $1.1 billion, occurred in fiscal year 1987.
Proposition 218, the "Right to Vote on Taxes Act," was approved by voters in 1996. It further restricts the ability
of local governments to levy and collect both existing and future taxes, assessments, and fees. In addition to
further limiting the financial flexibility of local governments in the state, it also increases the possibility of voter-
determined tax rollbacks and repeals. The interpretation and application of this proposition will ultimately be
determined by the courts.
An effect of the tax and spending limitations in California has been a broad scale shift by local governments
away from general obligation debt that requires voter approval and pledging 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. Local governments
also raise capital through the use of Mello-Roos, 1915 Act, 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.
Proposition 98, enacted in 1988, changed the state`s method of funding education for grades below the
university level. Under this constitutional amendment, the schools are guaranteed a minimum share of state
g
eneral
f
und revenues. The major effect of Proposition 98 has been to restrict the state`s flexibility to respond to
fiscal stress.
Future initiatives, if proposed and adopted, or future court decisions could create renewed pressure on
California governments and their ability to raise revenues. The state and its underlying localities have displayed
flexibility, however, in overcoming the negative effects of past initiatives.
Financial
The dramatic downturn of the high-technology economy and the resultant plunge in state revenues
placed the state`s budget under considerable strain. As mentioned above, the state`s general obligation bonds
were downgraded multiple times during the 2001
2003 period, but were upgraded during 2004 and 2005. As
of February
14, 2006, California`s debt remained one of the lowest rated of the 50 states.
Fiscal year 2001 was closed with an unrestricted general fund balance (UGFB) of $4.2
billion. Much of this
reserve was the result of explosive growth in income tax receipts from capital gains and bonus income. The
combination of a slowing economy, falling equity markets, and the state`s progressive income tax structure led
to a substantial drop in the UGFB to a negative $6.0 billion for fiscal year 2002 and a further drop to a negative
$15.4 billion for fiscal year 2003. Through fund shifts, deficit bond proceeds, fee increases, a tax amnesty
program, and lower aid to localities including primary and secondary education as well as improving economic
conditions, fiscal year 2004 closed with an improved, albeit still negative, $3.2 billion UGFB. The state`s fiscal
actions have historically been quite assertive and the consequences of these actions reach far beyond its own
general obligation bond ratings as many state agencies and local governments depend upon state appropriations.
Additionally, the state intends to repay its recently issued Economic Recovery Bonds, issued to help bridge the
gap in revenues during 2003
20
04, with local sales tax receipts. Though the state has promised to make up all
PAGE
205
revenues shifted from local governments, an inability or unwillingness to fully make up the amount would have
a negative impact on local governments. During fiscal year 2005, improvement in California`s fiscal picture is
evident; increased revenues and control over expenses led to a much higher $9
billion in reserves as of June 30,
2005. In fiscal year 2006, expenditures are expected to exceed revenues by $3 billion, leaving $6 billion in
reserves. Out-year budget gaps of $5
billion to $
6 billion will need to be addressed in fiscal year 2007 and
onward.
On December 6, 1994, Orange County filed for protection under Chapter 9 of the U.S. Bankruptcy Code after
reports of significant losses in its investment pool. Upon restructuring, the realized losses in the pool were $1.6
billion or 21% of assets. More than 200 public entities, most
but not all
of which
are located in Orange County
,
were also depositors in the pool. The county defaulted on a number of its debt obligations. The county emerged
from bankruptcy on June 12, 1996. Through a series of long-term financings, it repaid most of its obligations to
pool depositors and has become current on its public debt obligations. The balance of claims against the county
are payable from any proceeds received from litigation against securities dealers and other parties. The county`s
ratings were restored to investment grade in 1998 and were upgraded again during the 2000 to 2002 time
frame.
In a ruling dating from December 2001, the Orange County Superior Court held that the Orange County
assessor violated the 2% annual inflation adjustment provision of Proposition 13 by increasing the taxable value
of a property by 4% following a decline in valuations. The case had been certified as a class action in Orange
County, but local courts in other counties arrived at differing conclusions on similar issues in their counties.
The case has been appealed to the state`s Appellate Court and could be further appealed to the state`s Supreme
Court. It is not possible at this time to determine the final outcome of the case or when it might be decided. If
the Orange County Superior Court`s decision is upheld, the property tax revenues of local governments may be
reduced, further affecting local credit quality.
Sectors
Certain areas of potential investment concentration present unique risks. A significant portion of the
fund`s assets may be invested in health care issues. For over a decade, the hospital industry has been under
significant pressure to reduce expenses and shorten
the length of
patients`
stay
s
, a phenomenon
that
has
negatively affected the financial health of many hospitals. While each hospital bond issue is separately secured
by the individual hospital`s revenues, common to all hospitals is reliance to some degree on third-party
reimbursement sources such as the federal Medicare and federal/state Medicaid programs as well as private
insurers. An individual hospital may be affected to the extent these payors reduce their reimbursements.
The funds may from time to time invest in electric revenue issues. The financial performance of these utilities
was impacted by the industry
`s
moves toward deregulation and increased competition. California`s electric
utility restructuring plan, Assembly Bill 1890, permitted direct competition to be phased in between 1998 and
2002. This 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. Municipal utilities, while not subject to
the legislation, were faced with competitive market forces and worked to pro
actively prepare for deregulation.
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. Risks include unexpected outages, plant shutdowns, and increased
Nuclear Regulatory Commission surveillance.
The funds may 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 implied.
<R>
Georgia Tax-Free Bond Fund
</R>
Risk Factors Associated With a Georgia Portfolio
The fund`s concentration in the debt obligations of one state carries a higher risk than a portfolio that is
geographically diversified. In addition to
s
tate of Georgia general obligations and state agency issues, the fund
will invest in local bond issues, lease obligations, and revenue bonds
;
the credit quality and risk
will vary
according to each security`s own structure and underlying economics.
Debt
The
s
tate of Georgia and its local governments issued just over $7.1 bil
lion in municipal bonds in 2005, a
9.6% decrease
from
2004. As of May 1, 2006, the state was rated Aaa by Moody`s and AAA by S&P and Fitch.
The state`s rating outlook was stable for all three rating agencies.
The
s
tate of Georgia currently has net direct obligations of approximately $7.72 billion. In 1973, a
c
onstitutional
a
mendment authorizing the issuance of state general obligation (
"GO"
) bonds was implemented. Since the
implementation of the amendment, the state has funded most of its capital needs through the issu
ance of GO
bonds. Previously, capital requirements were funded through the issuance of bonds by 10 separate authorities
and secured by lease rental agree
ments and annual state appropriations. Georgia`s Constitution permits the state
to issue bonds for two types of public purposes: (1)
general obligation debt and (2)
guaranteed revenue debt.
The Georgia Constitution imposes certain debt limits and controls. The state`s GO debt service cannot exceed
10% of total reve
nue receipts less refunds of the state treasury. The state`s GO bonds must have a maximum
maturity of 25 years. On May 1, 2006, 69.2% of the state`s debt was scheduled to be amortized in 10 years or
less. Maximum GO debt service requirements are well below the legal limit at 5.7% of fiscal year 2005 treasury
receipts.
The state established "debt affordability" limits which provide that outstanding debt will not exceed 2.7% of
personal income or that maximum annual debt ser
vice will not exceed 5% of the prior year`s revenues. The
state`s near-term debt offerings are projected to maintain its total debt within these limits.
Economy
The state`s economy underwent strong expansion between 1990 and 2000 including strong job
growth in the services, high technology, and air transportation sec
tors. Georgia`s economy continues to improve
after suffering a brief downturn from the most recent recession that began in 2001. The services sector
continues as the state`s leading employment sector at 37.1% of its total employment. The state`s other leading
employment sectors include the trade sector at 21.1%, government at 16.5%, and manufacturing at 11.2%. The
Atlanta metropolitan statistical area continues to serve as the state`s economic center, capturing approximately
56.1% of the state`s employment. This area includes Atlanta, the state`s capit
a
l, and 20 surrounding counties.
The next largest metropolitan statistical area is the Columbus-Muscogee area.
The state`s moderate cost of living and research centers provided by its colleges and universities continue to
attract a very skilled labor force. The state`s unem
ployment rate is just above the U
.
S
.
average. The state`s
median household income levels are slightly above the U.S. average. The state`s income levels appear more
favorable when taking into account costs of living and quality of life indicators.
Financial
The creditworthiness of the portfolio is largely dependent on the financial strength of the
s
tate of
Georgia and its localities. The state`s strong eco
nomic performance has translated into its strong financial
performance and the accumulation of substantial reserves.
Through the first 10 months of fiscal year 2006, the state`s revenue collections are up 9%, continuing to show
signs of a strong economy. Despite the strong collections, the governor has continued to exhibit sound fiscal
management by budgeting conservatively and rebuilding the state`s
r
ainy
d
ay
f
und with excess receipts.
A significant portion of the portfolio`s assets is expected to be invested in the debt obligations of local
governments and public authorities with investment-grade ratings of BBB or higher. While local governments in
Georgia are prima
rily reliant on independent revenue sources, such as property taxes, they are not immune to
budget shortfalls caused by cutbacks in state aid. The fund may pur
chase obligations issued by public
authorities in Georgia
that
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. Likewise, certain enterprises such as water and sewer
systems or hospitals may be affected by changes in eco
nomic activity.
Sectors
Certain areas of potential investment concentration present unique risks. A significant portion of the
fund`s assets may be invested in health care issues. For over a decade, the hospital industry has been under
significant pres
sure to reduce expenses and shorten the length of hospital stays, a phenomenon that has
negatively affected the financial health of many hospitals. All hospitals are dependent on third-party
reimbursement sources such as the federal Medi
care and state Medicaid programs or private insurers. To the
extent these payors reduce reimbursement levels, the individual hospitals may be affected.
These organizational
changes present both risks and opportunities for the institutions involved.
The fund may from time to time invest in electric revenue issues that have expo
sure to or participate in nuclear
power plants
,
which
could affect issuers` financial performance. Such risks include unexpected outages or plant
PAGE
207
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
electric utility industry.
The fund may 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 implied.
Maryland Short-Term Tax-Free Bond, Maryland Tax-Free Bond, and Maryland Tax-Free Money Funds
Risk Factors Associated With a Maryland Portfolio
The funds` concentration in the debt obligations of one state carries a higher risk than a portfolio that is more
geographically diversified. In addition to
s
tate of Maryland general obligation bonds and debt issued by state
agencies, the funds will invest in local bond issues, lease obligations, and revenue bonds
;
the credit quality and
risk
will vary according to each security`s own structure and underlying economics.
Debt
The
s
tate of Maryland and its local governments issue two basic types of debt, with varying degrees of
credit risk: general obligation bonds backed by the unlimited taxing power of the issuer and revenue bonds
secured by specific pledged fees or charges for a related project. 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
s
tate of Maryland disclosed in its fiscal year 2005 Comprehensive Annual Financial Report (
"CAFR"
), dated
June 30, 2005, that it has approximately $4.5 billion of general obligation bonds outstanding. As of February
14, 2006, general obligation debt of the
s
tate of Maryland was rated AAA by Moody`s, S&P, and Fitch. There is
no general debt limit imposed by the state constitution or public general laws. The state constitution imposes a
15-year maturity limit on state general obligation bonds. Although voters approved a constitutional amendment
in 1982 permitting the state to borrow up to $100 million in short-term notes in anticipation of taxes and
revenues, the state has not made use of this authority.
Many agencies of the state government are authorized to borrow money under legislation which expressly
provides that the loan obligations shall not be deemed to constitute debt or a pledge of the faith and credit of
the state. The Community Development Administration of the Department of Housing and Community
Development, the Maryland Water Quality Financing Administration of the Department of Environment, the
Maryland State Lottery Agency, certain state higher education institutions, the Maryland Stadium Authority, the
Maryland Food Center Authority, and the Maryland Environmental Service have issued
bonds
and have
outstanding bonds of this type. The principal of and interest on bonds issued by these bodies are payable solely
from pledged revenues, principally fees generated from use of the facilities, enterprises financed by the bonds,
or other dedicated fees.
Economy
The Maryland Board of Revenue Estimates reports that, according to several measures, the state`s
economy outperformed the nation, even during the nationwide slowdown. The slowdown reduced employment
and personal income growth. However, the extent of the reduction was not as severe in Maryland as in other
states. One reason for this is Maryland`s limited exposure to the manufacturing sector, which had been hard hit
by economic conditions. Maryland has participated strongly in the economic recovery.
Financial
To a large degree, the risk of the portfolio is dependent upon the financial strength of the
s
tate of
Maryland and its localities. The state continues to demonstrate a conservative approach to managing its finances
but was not immune to the national economic downturn. Fiscal year 2003 concluded with a general fund
operating defici
t
,
and the general fund balance declined from $1.6 billion to $1.2 billion, representing a still
solid 7% of general fund expenditures. Revenue growth had basically stalled and expenditures rose, primarily
for Medicaid and education. Fiscal year 2004 showed better results as the economy lifted. Maryland`s general
fund earned a 2% surplus in 2004. Fiscal year 2005 showed even better results. Maryland`s general fund earned
a 6% surplus and the state reserve fund increased to $540 million with an additional $307 million held in the
unrestricted general fund, together representing a solid 5% of general fund revenues.
Sectors
Investment concentration in a particular sector can present unique risks. A significant portion of the
funds` assets may be invested in health care issues. For over a decade, the hospital industry has been under
significant pressure to reduce expenses and shorten length of stay
s
, a phenomenon which has negatively affected
the financial health of some hospitals. All hospitals are dependent on third-party reimbursement mechanisms.
At the present time, Maryland is the only state in which such reimbursement is determined by a state-
administered set of rates and charges that applies to all payors. Under a federal waiver, Medicare reimburses
Maryland hospitals according to this system rather than the Federal Diagnosis-Related Group
system required
elsewhere. In order to maintain this Medicare waiver, the cumulative rate of increase in Maryland hospital
charges since the base year 1981 must remain below that of U.S. hospitals overall. Although in certain years the
increase in Maryland hospital charges did exceed the national average, the cumulative rate of increase since the
base year still remains below the national average. Any loss of the Medicare waiver in the future may have an
adverse impact on the credit quality of Maryland hospitals.
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 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 implied.
New Jersey Tax-Free Bond Fund
Risk Factors Associated With a New Jersey Portfolio
The fund`s concentration in the debt obligations of one state carries a higher risk than a portfolio that is more
geographically diversified. In addition to
s
tate of New Jersey general obligation bonds and debt issued by state
agencies, the fund will invest in local bond issues, lease obligations, and revenue bonds
;
the credit quality and
risk
will vary according to each security`s structure and underlying economics.
Debt
The
s
tate of New Jersey and its local governments issue two basic types of debt: general obligation bonds,
which are backed by the unlimited taxing power of the issuer
;
and revenue bonds, which are secured by specific
pledged fees or charges, often from a related project. 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 credit risks of all debt forms vary with the obligation`s structure and ultimate
obligor.
The
s
tate of New Jersey reported in its fiscal year 2005 Comprehensive Annual Financial Report (
"CAFR"
) that
it had closed fiscal year 2005, which ended June 30, 2005, with approximately $32.7 billion in long-term debt
outstanding, representing an increase of approximately 20% over the previous year and continuing the state`s
trend of significant annual debt issuance. This debt level yields a debt burden of about $3,754 debt per capita
and ranks New Jersey among the most heavily indebted states. These debt figures include state guarantees on
the principal and interest payments on certain bonds issued by the New Jersey Sports and Exposition Authority
and annual appropriations for installment obligations, capital leases, and certificates of participation. The
majority of the state`s debt is "appropriation-backed," meaning that debt service on such obligations must be
appropriated annually by the legislature. Only $3.2 billion of the state`s outstanding debt was direct general
obligation debt as of June 30, 2005.
Many agencies of the state government are authorized to borrow money under legislation that expressly
provides that the loan obligations shall not be deemed to constitute debt or a pledge of the faith and credit of
the state. The New Jersey Building Authority, New Jersey Transportation Trust Fund Authority, New Jersey
Economic Development Authority, New Jersey Educational Facilities Authority, New Jersey Health Care
Facilities Financing Authority, New Jersey Highway Authority, New Jersey Housing and Mortgage Finance
Agency, New Jersey Sports and Exposition Authority, New Jersey Transit Corporation, and New Jersey Turnpike
Authority have outstanding bonds of this nature.
Economy
New Jersey experienced steady economic expansion and positive employment growth in 2005, with
an annual unemployment rate of 4.4% that represented a decline from 4.9% in 2004 and 5.8% in 2003.
However, unemployment has not returned to the low 3.7% recorded in 2000. Personal income growth is also
important to watch as nearly all debt is paid from the income of state residents, either directly or indirectly.
Personal income grew an estimated 6.4% during 2005, an increase from the growth rate in recent years but still
PAGE
209
below the exceptional 10.2% growth rate experienced in 2000. Personal income is projected to maintain stable
growth in 2006.
Financial
To a large degree, the credit risk of the portfolio is linked to the financial strength of the
s
tate of New
Jersey and its localities. The state`s economy reached a low point in 2003, with recovery taking hold in 2004
and continuing throughout 2005. According to the 2005 CAFR, New Jersey ended fiscal year 2005 with a
general fund net gain of $436 million, increasing the total ending fund balance to $3.2 billion. Total general
fund revenues increased by $918 million, or nearly 4%, over 2004; however, this represents a slowdown from
the revenue increases seen in 2003 and 2004. Nevertheless, many of New Jersey`s integral revenue sources
improved substantially in 2005. Gross income taxes, the state`s largest source of tax revenues, increased nearly
29% compared with a 9.9% increase in 2004 and a 1.5% decline in 2003. Sales tax revenues increased 4.5%,
slightly behind the 5.5% increase in 2004 but well ahead of the 1.0% decline experienced in 2003.
Results are not currently available for fiscal year 2006, which will close on June 30, 2006. Newly inaugurated
Governor Jon Corzine, whose term runs from January 2006 through January 2010,
present
ed
his budget
proposal for fiscal year 2007 in late March. The state faces a structural budget gap estimated between $5
billion
and $6 billion, as well as spending pressure from a court mandate to fund school construction for the state`s
poorer districts.
Sectors
Investment concentration in a particular sector can present unique risks. A significant portion of the
fund`s assets may be invested in health care issues. For over a decade, the hospital industry has been under
significant pressure to reduce expenses and shorten
the
length of
patients`
stay
s
, a phenomenon
that
has
negatively affected the financial health of many hospitals. While each hospital bond issue is separately secured
by the individual hospital`s revenues, common to all hospitals is reliance to some degree on third-party
reimbursement sources such as the federal Medicare and federal/state Medicaid programs as well as private
insurers. An individual hospital may be affected to the extent these payors reduce their reimbursements.
The fund may 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 increased regulation and associated
expenses, unexpected outages or plant shutdowns, increased Nuclear Regulatory Commission surveillance, or
inadequate rate relief. In addition, the financial performance of electric utilities may deteriorate from increased
competition and deregulation in the industry.
The fund may invest in private activity bond issues of corporate and nonprofit borrowers. These issues are sold
through government conduits, such as the New Jersey Economic Development Authority and various local
issuers, and are backed solely by the revenues pledged by the respective borrowing corporations. No
governmental support is implied. In the past, a number of New Jersey Economic Development Authority issues
have defaulted as a result of borrower financial difficulties.
The fund may participate in solid waste projects. Several billion dollars of bonds to fund incinerator and solid
waste projects have been issued by a number of counties and utility authorities in the state. Various federal court
decisions in the mid-1990`s that struck down New Jersey`s system of solid waste flow control increases the
potential risk of default for certain bonds. Although there is no legal obligation to do so, however, the state has
provided funds for debt payments.
New York Tax-Free Bond and New York Tax-Free Money Funds
Risk Factors Associated With a New York Portfolio
In addition to
s
tate of New York general obligation bonds and debt issued by state agencies, the funds will
invest in local bond issues, lease obligations, and revenue bonds
;
the credit quality and risk
will vary according
to each security`s own structure and underlying economics. Although the funds have holdings in many different
issuers, all issuers will be entities in the
s
tate of New York. Concentration in the debt obligations of one state
translates into higher risk than a portfolio that is more geographically diversified.
The funds` ability to maintain credit quality is dependent upon the ability and willingness of New York issuers
to meet their debt service obligations in a timely fashion. In 1975, the state, New York City, and other related
issuers experienced serious financial difficulties that ultimately resulted in much lower credit ratings and an
inability to access public debt markets. A series of fiscal reforms and an improved economic climate allowed
these entities to return to financial stability by the early 1980s. Credit ratings were reinstated or raised and
access to the public credit markets was restored; in fact, New York City currently boasts its highest credit ratings
in history. Today, the state and the city continue to face fiscal pressures and structural budget imbalances,
which arise when recurring revenues are insufficient to cover projected expenses. Non
discretionary
expenditures, such as those for debt service and Medicare/health care, continue to rise. Over the past two years,
however, a gradual economic recovery has taken place, stimulated by steady job growth, a recovering financial
services industry, and a strong N
ew
Y
ork
C
ity
real estate market. The state and the city project that the current
economic recovery will continue throughout 2006 and beyond, but these projections are subject to uncertainty.
On September 11, 2001, hijackers piloted two passenger jetliners into the twin towers of the World Trade
Center. The attack destroyed the World Trade Center, damaged nearby buildings, and caused significant loss of
life. The economic dislocation to the state and especially to New York City was substantial. Various efforts are
underway to encourage the redevelopment of downtown N
ew
Y
ork
C
ity
, including the rebuilding of
commercial and rental housing space. There have been delays in the effort to rebuild xd4 ground zero,` the site of
the twin towers; current plans call for the construction of five towers, including the symbolic Freedom Tower, at
a cost estimated above $7 billion. Tourism is recovering, with high hotel occupancy in
the c
ity. Nevertheless,
some of the economic activity present before the attack may never return, as firms displaced by the event choose
to relocate elsewhere or do not recover.
New York State
The
s
tate of New York disclosed in its fiscal year 2005 Comprehensive Annual Financial Report (
"CAFR"
) that
it had ended 2005 with a
g
eneral
f
und net gain of $827 million, representing 2.3% of revenues. In another
positive development, on March 31, 2005, the state legislature enacted a balanced budget for fiscal year 2006,
which began on April 1, 2005. This marks the first time in 21 years that the budget has been passed on time
and is an encouraging sign for the state budgetary process, which historically has been highly contentious and
politicized. If the state is able to pass the fiscal 2007 budget on time as well, this will be an important step
toward establishing a trend of timely budgets. The
estimate provided by the Division of Budget suggest
ed
that
the state w
ould
end fiscal year 2006, which close
d
March 31, with a
g
eneral
f
und surplus of approximately $2.0
billion. Significant future challenges remain, however, as the state faces future year budget gaps, or potential
deficits, of $3.2 billion in fiscal year 2008 and $3.9 billion in 2009. Governor Pataki`s fiscal 2007 budget
proposal reduces these gaps to $1.9 billion in 2008 and $3.8 billion in 2009.
New York is one of the most highly indebted states in the nation. In its 2005 CAFR, the state reported
$47.5
billion of total primary government debt, equal to approximately $2,469 debt per capita and up slightly
(1.3%) from $46.9 billion of debt outstanding at the end of fiscal 2004. These debt figures include capital lease
obligations, state-guaranteed tobacco settlement bonds, and other state-supported debt. The majority of the
state`s debt is "appropriation-backed," meaning that debt service on such obligations must be appropriated
annually by the legislature. Only $3.7 billion of the state`s outstanding debt was direct general obligation debt as
of March 31, 2005.
Certain authorities are heavily reliant on annual direct state support, such as the Urban Development
Corporation
(
"UDC"
), a public benefit corporation now known as the Empire State Development Corporation.
In February 1975, the UDC defaulted on approximately $1 billion of short-term notes. The default was
ultimately cured by the creation of the Project Finance Authority, through which the state provided assistance to
the UDC, including support for debt service. Since then, there have been no other defaults by state authorities.
To a large degree, the risk of the portfolio is dependent upon the economic health of the
s
tate of New York and
its localities. The state`s economy had been showing signs of reduced growth due to the national economic
slowdown even before the heinous terrorist acts of September
11
, 2001
. The state`s reliance on the securities
industry served it well during the boom years of the late 1990s, but haunted it during the downsizing that
began in 2001. Job and wage recovery took firm hold in 2004, however, and continued in 2005 with an annual
unemployment rate of 5.0%, a decline from 5.8% in 2004 and 6.4% in 2003. Slow
and
steady economic growth
is projected to continue throughout calendar year 2006, though the state`s job growth and economic expansion
are expected to lag the nation, as they have in the past.
A potential risk facing the state is an ongoing school funding court case brought by the Campaign for Fiscal
Equity
. The state`s highest court has ruled that the state must provide additional funding for New York City
schools. In early 2005
,
a judge quantified the amount with a ruling that requires the state to provide $5.6
billion
in additional annual funding, plus $9.2 billion for infrastructure and capital improvements. The state has
PAGE
211
appealed this decision, and both the timing and final outcome of this case remain uncertain. However, if the
ruling is ultimately upheld, the state will be required to provide billions of dollars for additional school aid, with
the increased annual burden to be phased in over several years. In addition, the state may hold the city
responsible for a portion of the increased funding.
New York City
As of March 15, 2006, the general obligation debt of the city was rated A1 by Moody`s, A+ by S&P, and A+ by
Fitch. Moody`s rating reflects an upgrade that occurred in early April 2005, and S&P`s rating reflects an upgrade
that occurred in May 2005. The city`s credit ratings carry stable outlooks from all three agencies, and are the
highest ratings New York City has ever attained.
The financial problems of New York City were acute between 1975 and 1979, highlighted by a payment
moratorium on the city`s short-term obligations. The city was placed under the oversight of the New York State
Financial Control Board; this entity`s power to impose a "Control Period" upon the city expires July 1, 2008.
The most important contribution to the city`s fiscal recovery was the creation of the Municipal Assistance
Corporation (
"MAC"
) for the
c
ity of New York. Backed by sales, use, stock transfer, and other taxes, MAC
issued bonds and used the proceeds to purchase city bonds and notes. Although investors shunned MAC bonds
at first, the program proved to be very successful. In October 2004, the state refunded the city`s outstanding
MAC debt by issuing Sales Tax Asset Receivable
bonds, effectively shifting the debt service obligation to the state
and providing a major benefit to the city.
Today, the city is recovering from the acute shock
of September 11 and the recent economic downturn. After a
high annual unemployment rate of 8.3% in 2003, job growth contributed to a lower annual rate of 7.0% in
2004
and continued to improve to reach an unemployment rate of 5.8% in 2005.
The most recent news has been that, due to stronger
than
projected tax receipts and an estimated record year of
Wall Street bonuses, the city currently expects to close fiscal year 2006, which ends on June 30, with a large
$3.3 billion surplus.
The projected 2006 surplus is attributable to many factors, including the recovery of the finance and securities
sector and a strong real estate market.
The city receives approximately 24% of its revenues from property taxes,
which have benefited from the current real estate boom. In addition, because most real estate tax assessments
are phased in over five years, today`s strong real estate market should contribute positively to the city`s finances
for several years, even as the real estate market is expected to cool. The city struggles with a structural budget
imbalance, causing large budget gaps in future years: $2.3 billion for 2007, $4.1 billion for 2008, and $3.5
billion for 2009. While the city has a history of effectively managing these budget gaps, rising expenditures for
pensions, health care, debt service, and other non
discretionary costs will pressure future budgets. In addition,
the city will be required under GASB 45 to report its
"
other post-employment benefits,
"
or OPEB, liability
beginning with fiscal year 2008. While an official figure has not been determined, Mayor Bloomberg`s January
2006 Financial Plan states that the city`s OPEB liability has been estimated as high as $50 billion.
Sectors
A significant portion of the fund
s` assets may be invested in health care issues
.
For over a decade, the
hospital industry has been under significant pressure to reduce expenses and shorten
the
length of
patients`
stay
s
, a phenomenon
that
has negatively affected the financial health of many hospitals. While each hospital
bond issue is separately secured by the individual hospital`s revenues, common to all hospitals is reliance to
some degree on third-party reimbursement sources such as the federal Medicare and federal/state Medicaid
programs as well as private insurers. An individual hospital may be affected to the extent these payors reduce
their reimbursements.
The funds may invest in private activity bond issues issued by corporate and nonprofit borrowers. These issues,
sold through various governmental conduits, are backed solely by the revenues pledged by the respective
borrowing corporations. No governmental support is implied. Obligations issued in other states through similar
conduits have defaulted in the past as a result of borrower financial difficulties.
The fund may 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 increased regulation and associated
expense, unexpected outages or plant shutdowns, increased Nuclear Regulatory Commission surveillance, or
inadequate rate relief. In addition, the financial performance of electric utilities may deteriorate from increased
competition and deregulation in the industry.
Virginia Tax-Free Bond Fund
Risk Factors Associated With a Virginia Portfolio
The fund`s concentration in the debt obligations of one state carries a higher risk than a portfolio that is
geographically diversified. In addition to
c
ommonwealth of Virginia general obligations and agency issues, the
fund will invest in local bond issues, lease obligations, and revenue bonds
;
the credit quality and risk
will vary
according to each security`s own structure and underlying economics.
Debt
The
c
ommonwealth of Virginia and its local governments issued $10 billion of municipal bonds in 2005,
including general obligation debt backed by the unlimited taxing power of the issuer and revenue bonds
secured by specific pledged fees or charges for an enterprise or project. Included within the revenue bond
category are tax-exempt lease obligations that are subject to annual appropriations of a governmental body to
meet debt service, usually with no implied tax or specific revenue pledge. Debt issued in 2005 was for a wide
variety of public purposes, including transportation, housing, education, health care, and industrial
development.
As of June 30, 2005, the
c
ommonwealth of Virginia had $0.9 billion of outstanding general obligation bonds
secured by the
c
ommonwealth`s revenue and taxing power, a modest amount compared
with
many other states.
Under state law, general obligation debt is limited to 1.15 times the average of the preceding three years` income
tax and sales and use tax collections. The
c
ommonwealth`s outstanding general obligation debt is well below
that limit and approximately 40% of the debt service is actually met from revenue-producing capital projects at
colleges and universities.
The
c
ommonwealth also supports $3.1 billion in debt issued by the Virginia Public Building Authority, the
Commonwealth Transportation Board, the Virginia College Building Authority, the Virginia Biotechnology
Research Park Authority, the Virginia Port Authority, and the Innovative Technology Authority. These bonds are
not backed by the full faith and credit of the
c
ommonwealth but instead are subject to annual appropriations
from the
c
ommonwealth`s
g
eneral
f
und.
In addition to the
c
ommonwealth and public authorities described above, an additional $1.3 billion in moral
obligation bonds has been issued by the Virginia Public School Authority, the Virginia Resources Authority, and
the Virginia Housing Development Authority. Another $9.5 billion of debt outstanding at several other
authorities is secured by a contingent appropriation in the event pledged revenues are insufficient to cover debt
service.
Economy
The
c
ommonwealth of Virginia has a population of approximately 7.6 million, making it the twelfth
largest state. Since the 1930s the
c
ommonwealth`s population has grown at a rate near or exceeding the national
average. Stable to strong economic growth since the 1990s has been led by the Northern Virginia area outside of
Washington, D.C., where nearly a third of the
c
ommonwealth`s population is concentrated. The next largest
metropolitan area is the Norfolk-Virginia Beach-Newport News area, followed by the Richmond-Petersburg area,
which
includ
e
s
the
capital
,
Richmond. The
c
ommonwealth`s economy is broadly based, with a large
concentration in service and governmental jobs, followed by education, health, and manufacturing. Virginia has
significant concentrations of high-technology employers, predominantly in Northern Virginia. Per capita income
exceeds national averages while unemployment figures have consistently tracked below national averages.
Financial
To a large degree, the risk of the portfolio is dependent on the financial strength of the
c
ommonwealth of Virginia and its localities. Virginia is rated AAA by Moody`s, S&P, and Fitch. Moody`s and
S&P main
tain stable outlooks; Fitch does not assign outlooks to states. In May 2004, Moody`s revised its
outlook back to stable from negative, where it had been since December 2001. The negative outlook reflected
Virginia`s sizable budget gaps brought about by slowing revenues and rising expenditures during the recession.
Governor Warner and the Virginia Assembly closed this budget gap by cutting expenditures and allowing
transfers from the Revenue Stabilization Fund. In addition, the car tax relief program was frozen at 70%. The
Revenue Stabilization Fund is specifically earmarked to cushion against such a slowdown. Last May, Virginia`s
General Assembly passed a balanced biennial budget for fiscal 2005
20
06 with an estimated $1.6
billion
revenue enhancement package and, as a result, Moody`s returned Virginia`s outlook to stable and took it off
W
atch
list.
The
c
ommonwealth`s budget is prepared on a biennial basis. From 1970 through 2000, the
g
eneral
f
und
showed a positive balance for all of its two-year budgetary periods. The national recession and its negative
PAGE
213
effects on Virginia`s personal income tax collections did, however, force the
c
ommonwealth to draw down its
general fund balances in 1992, 2001, 2002, and 2003. In fiscal year 2004, with the recession lifted, Virginia
`s
general fund earned a healthy surplus of $555 million or 5% of revenues as revenues outpaced the prior year by
10% and expenditures were held flat. Another healthy surplus of $783 million was earned in fiscal year 2005,
representing 5% of revenues. On June 30, 2005, the Revenue Stabilization Fund totaled $664 million, up from
$340 million as of June 30, 2004
,
and representing 5% of revenues.
A significant portion of the fund`s assets is expected to be invested in the debt obligations of local governments
and public authorities with investment-grade ratings of BBB or higher. 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. Likewise, certain enterprises such as toll roads or hospitals may be
affected by changes in economic activity.
Sectors
Certain areas of potential investment concentration present unique risks. A significant portion of the
fund`s assets may be invested in health care issues. For over a decade, the hospital industry has been under
significant pressure to reduce expenses and shorten
the
length of
patients`
stay
s
, a phenomenon
that
has
negatively affected the financial health of many hospitals. While each hospital bond issue is separately secured
by the individual hospital`s revenues, common to all hospitals is reliance to some degree on third-party
reimbursement sources such as the federal Medicare and federal/state Medicaid programs as well as private
insurers. An individual hospital may be affected to the extent these payors reduce their reimbursements.
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 unexpected outages or
plant shutdowns, increased Nuclear Regulatory Commission surveillance, or inadequate rate relief.
The fund may invest in private activity bond issues of corporate and nonprofit borrowers. These issues sold
through various governmental conduits are backed solely by the revenues pledged by the respective borrowing
corporations. No governmental support is implied.
All State Tax-Free Funds
Puerto Rico
From time to time
,
the funds invest in obligations of Puerto Rico and its public corporations,
which are exempt from federal, state, and local income taxes. As of Ma
y
8
, 2006, the general obligation debt of
the
c
ommonwealth was rated Baa
3
by Moody`s and on Watchlist for a possible downgrade and BBB by S&P
with a negative outlook. Moody`s placed the rating on Watchlist on February 23, 2006. The action reflects their
concerns of
a
strain
ed
fiscal condition
,
including a structural budget deficit that still exceeds $1
billion
;
the
extent that fiscal and tax reforms will provide financial relief
;
reduced liquidity position of the Government
Development Bank
, which provides financial assistance to the
c
ommonwealth
;
and
a sluggish S&P has
expressed similar concerns along with an increasing debt burden.
Approximately two-thirds of the
c
ommonwealth`s public sector debt is issued by the major government and
quasi-government agencies that are responsible for many of the island`s public functions, such as water,
wastewater, highways, electric power, and education.
The
m
ost recent figures from the
c
ommonwealth indicate
that public sector debt, including public corporations, totals $37.2
billion. Though different measures suggest
Puerto Rico`s debt burden is high relative to a U.S. state, the
c
ommonwealth issues or supports bonds on behalf
of municipalities and other governmental units. In many cases, this type of debt would be issued by
independent entities in the U.S. and not by the
commonwealth
. The
c
ommonwealth monitors its debt issuance
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 end
ed
in June 2005, total debt increased by 46% whereas GDP rose by 17%. Puerto Rico`s
economic growth can be attributed to a favorable and strong relationship with the United States, continuing
development programs that are restructuring the economy, and increases in the level of federal transfers. The
c
ommonwealth is vulnerable to an economic downturn in the U.S. because of its tight linkage to the
mainland
45% of all imports were from and 82% of all exports were to the mainland in 2004. Manufacturing,
especially of pharmaceuticals, is very important to the local economy, as it accounts for 43% of GDP (2004) and
11% (2005) of non
farm payroll employment. Total employment in the manufacturing sector has decreased by
more than 33,000 between 2000 and 2005 while manufacturing output expanded suggesting strong
improvements in productivity. Most of the job losses were in labor-intensive industries such as textiles, tuna
canning
,
and leather products
,
as jobs in this sector shift to more capital-intensive and skilled positions. Overall,
manufacturing jobs fell by 1.1% in 2005, after improving 1.1% in 2004. The service sector, including tourism,
is another key sector representing 39% of GDP and 51% of employment. Tourism is very important to the
c
ommonwealth. San Juan is the largest homeport for cruise ships in the Caribbean and one of the largest in the
world. Visitors` expenditures increased 13% between 2003 and 2004, and accounted for 3.8% of the
c
ommonwealth`s GDP. The prominence of tourism represents another risk factor, though. After the September
11, 2001
,
tragedy, hotel occupancy rates fell to 64% from 70% in 2001. They have since rebounded to 72.4% in
2004. The
c
ommonwealth`s economy is also vulnerable to oil prices since approximately 70% of its energy
generating capacity is oil-fired even after the recent completion of a natural gas plant and a coal-fired facility.
Current high prices for oil will undoubtedly have a negative impact on the
c
ommonwealth`s realized growth.
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
c
ommonwealth against their United States corporate income tax and spurred significant
expansion in capital intensive manufacturing, particularly large pharmaceutical firms. The tax benefits, however,
are being eliminated beginning with the 2006 tax year. While the ultimate impact of the phase outs over the
short and long terms cannot be determined, preliminary indications are that major pharmaceutical, instrument
,
and electronic manufacturing firms have not exit, and that over 120 firms have taken advantage of the
c
ommonwealth`s replacement tax incentives.
The
c
ommonwealth and the United States are also tied to each other politically. The
c
ommonwealth came under
U.S. sovereignty pursuant to the Treaty of Paris
,
signed in 1898, which ended the Spanish-American War.
Puerto Ricans have been citizens of the U.S. since 1917
,
and the island has had its own constitution since 1952.
The future political status of the
c
ommonwealth, however, remains unclear with the current debate centering on
Puerto Ric
an
statehood
versus
preserving its commonwealth status.
INVESTMENT PROGRAM
Types of Securities
Set forth below is additional information about certain of the investments described in the funds` prospectuses.
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"
), Government National Mortgage Association (
"Ginnie Mae"
or
"GNMA"
), Federal Home Loan Bank,
Federal Land Banks, Farmers Home Administration, Banks for Cooperatives, Federal Intermediate Credit Banks,
Federal Financing Bank, Farm Credit Banks, the Small Business Association, and the Tennessee Valley
Authority. Some of these securities are supported by the full faith and credit of the U.S. Treasury; the remainder
are supported only by the credit of the instrumentality, which may or may not include the right of the issuer to
borrow from the U.S. Treasury.
Bank Obligations
Certificates of deposit, banker`s acceptances, and other short-term debt obligations.
Certificates of deposit are short-term obligations of commercial banks. A banker`s acceptance is a time draft
drawn on a commercial bank by a borrower, usually in connection with international commercial transactions.
Certificates of deposit may have fixed or variable rates. The 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 Securities
Outstanding corporate debt securities (e.g., bonds and debentures). Corporate notes
may have fixed, variable, or floating rates.
PAGE
215
Short-Term Corporate Debt Securities
Outstanding nonconvertible corporate debt securities (e.g., bonds and
debentures) which have one year or less remaining to maturity. Corporate notes may have fixed, variable, or
floating rates.
Commercial Paper and Commercial Notes
Short-term promissory notes issued by corporations primarily to
finance short-term credit needs. Certain notes may have floating or variable rates and may contain options,
exercisable by either the buyer or the seller, that extend or shorten the maturity of the note.
Foreign Government Securities
Issued or guaranteed by a foreign government, province, instrumentality,
political subdivision, or similar unit thereof.
Funding Agreements
Obligations of indebtedness negotiated privately between the funds and an insurance
company. Often such instruments will have maturities with unconditional put features, exercisable by the funds,
requiring return of principal within one year or less.
There are, of course, other types of securities that are or may become available that are similar to the foregoing,
and the funds may invest in these securities.
Mortgage-Related Securities
Mortgage-Backed Securities
Mortgage-backed securities are securities representing an interest in a pool of
mortgages. The mortgages may be of a variety of types, including adjustable rate, conventional 30-year
and 15-
year
fixed rate,
and
graduated payment
mortgages
. Principal and interest payments made on the mortgages in
the underlying mortgage pool are passed through to the funds. This is in contrast to traditional bonds where
principal is normally paid back at maturity in a lump sum. Unscheduled prepayments of principal shorten the
securities` weighted average life and may lower their total return. (When a mortgage in the underlying mortgage
pool is prepaid, an unscheduled principal prepayment is passed through to the funds. This principal is returned
to the funds at par. As a result, if a mortgage security were trading at a premium, its total return would be
lowered by prepayments, and if a mortgage security were trading at a discount, its total return would be
increased by prepayments.) The value of these securities also may change because of changes in the market`s
perception of the creditworthiness of the federal agency that issued them. In addition, the mortgage securities
market in general may be adversely affected by changes in governmental regulation or tax policies.
U.S. Government Agency Mortgage-Backed Securities
These are obligations issued or guaranteed by the U.S.
government or one of its agencies or instrumentalities, such as GNMA, FNMA, the Federal Home Loan
Mortgage Corporation (
"Freddie Mac"
or
"FHLMC"
), and the Federal Agricultural Mortgage Corporation
(
"Farmer Mac"
or
"FAMC"
). FNMA, FHLMC, and FAMC obligations are not backed by the full faith and
credit of the U.S. government as GNMA certificates are, but they are supported by the instrumentality`s right to
borrow from the U.S. Treasury. U.S. Government Agency Mortgage-Backed Certificates provide for the pass-
through to investors of their pro-rata share of monthly payments (including any prepayments) made by the
individual borrowers on the pooled mortgage loans, net of any fees paid to the guarantor of such securities and
the servicer of the underlying mortgage loans. Each of GNMA, FNMA, FHLMC, and FAMC guarantees timely
distributions of interest to certificate holders. GNMA and FNMA guarantee timely distributions of scheduled
principal. FHLMC has in the past guaranteed only the ultimate collection of principal of the underlying
mortgage loan; however, FHLMC now issues mortgage-backed securities (FHLMC Gold PCS) which also
guarantee timely payment of monthly principal reductions.
GNMA Certificates
GNMA is a wholly owned corporate instrumentality of the United States within the
Department of Housing and Urban Development. The National Housing Act of 1934, as amended (the
"Housing Act"
), authorizes GNMA to guarantee the timely payment of the principal of and interest on
certificates that are based on and backed by a pool of mortgage loans insured by the Federal Housing
Administration under the Housing Act, or Title V of the Housing Act of 1949 (
"FHA Loans"
), or guaranteed by
the Department of Veterans Affairs under the Servicemen`s Readjustment Act of 1944, as amended (
"VA
Loans"
), or by pools of other eligible mortgage loans. The Housing Act provides that the full faith and credit of
the U.S. government is pledged to the payment of all amounts that may be required to be paid under any
guaranty. In order to meet its obligations under such guaranty, GNMA is authorized to borrow from the U.S.
Treasury with no limitations as to amount.
FNMA Certificates
FNMA is a federally chartered and privately owned corporation organized and existing under
the Federal National Mortgage Association Charter Act of 1938. FNMA Certificates represent a pro-rata interest
in a group of mortgage loans purchased by FNMA. FNMA guarantees the timely payment of principal and
interest on the securities it issues. The obligations of FNMA are not backed by the full faith and credit of the
U.S. government.
FHLMC Certificates
FHLMC is a corporate instrumentality of the United States created pursuant to the
Emergency Home Finance Act of 1970, as amended (
"FHLMC Act"
). FHLMC Certificates represent a pro-rata
interest in a group of mortgage loans purchased by FHLMC. FHLMC guarantees timely payment of interest and
principal on certain securities it issues and timely payment of interest and eventual payment of principal on
other securities it issues. The obligations of FHLMC are obligations solely of FHLMC and are not backed by the
full faith and credit of the U.S. government.
FAMC Certificates
FAMC is a federally chartered instrumentality of the United States established by Title VIII of
the Farm Credit Act of 1971, as amended (
"Charter Act"
). FAMC was chartered primarily to attract new capital
for financing of agricultural real estate by making a secondary market in certain qualified agricultural real estate
loans. FAMC provides guarantees of timely payment of principal and interest on securities representing interests
in, or obligations backed by, pools of mortgages secured by first liens on agricultural real estate. Similar to
FNMA and FHLMC, FAMC Certificates are not supported by the full faith and credit of the U.S. government;
rather, FAMC may borrow from the U.S. Treasury to meet its guaranty obligations.
As discussed above, prepayments on the underlying mortgages and their effect upon the rate of return of a
mortgage-backed security is the principal investment risk for a purchaser of such securities, like the funds. Over
time, any pool of mortgages will experience prepayments due to a variety of factors, including (1)
sales of the
underlying homes (including foreclosures), (2)
refinancings of the underlying mortgages, and (3)
increased
amortization by the mortgagee. These factors, in turn, depend upon general economic factors, such as level of
interest rates and economic growth. Thus, investors normally expect prepayment rates to increase during
periods of strong economic growth or declining interest rates, and to decrease in recessions and rising interest
rate environments. Accordingly, the life of the mortgage-backed security is likely to be substantially shorter than
the stated maturity of the mortgages in the underlying pool. Because of such variation in prepayment rates, it is
not possible to predict the life of a particular mortgage-backed security, but FHA statistics indicate that 25- to
30-year single family dwelling mortgages have an average life of approximately 12 years. The majority of GNMA
Certificates are backed by mortgages of this type, and, accordingly, the generally accepted practice treats GNMA
Certificates as 30-year securities which prepay in full in the 12th year. FNMA and FHLMC Certificates may have
differing prepayment characteristics.
Fixed-rate mortgage-backed securities bear a stated "coupon rate" which represents the effective mortgage rate at
the time of issuance, less certain fees to GNMA, FNMA, and FHLMC for providing the guarantee, and the issuer
for assembling the pool and for passing through monthly payments of interest and principal.
Payments to holders of mortgage-backed securities consist of the monthly distributions of interest and principal
less the applicable fees. The actual yield to be earned by a holder of mortgage-backed securities is calculated by
dividing interest payments by the purchase price paid for the mortgage-backed securities (which may be at a
premium or a discount from the face value of the certificate).
Monthly distributions of interest, as contrasted to semiannual distributions which are common for other fixed
interest investments, have the effect of compounding and thereby raising the effective annual yield earned on
mortgage-backed securities. Because of the variation in the life of the pools of mortgages which back various
mortgage-backed securities, and because it is impossible to anticipate the rate of interest at which future
principal payments may be reinvested, the actual yield earned from a portfolio of mortgage-backed securities
will differ significantly from the yield estimated by using an assumption of a certain life for each mortgage-
backed security included in such a portfolio as described above.
Collateralized Mortgage Obligations ("CMOs")
CMOs are bonds that are collateralized by whole loan mortgages
or mortgage pass-through securities. The bonds issued in a CMO deal are divided into groups, and each group
of bonds is referred to as a "tranche." Under the traditional CMO structure, the cash flows generated by the
mortgages or mortgage pass-through securities in the collateral pool are used to first pay interest and then pay
principal to the CMO bondholders. The bonds issued under such a CMO structure are retired sequentially as
opposed to the pro-rata return of principal found in traditional pass-through obligations. Subject to the various
provisions of individual CMO issues, the cash flow generated by the underlying collateral (to the extent it
exceeds the amount required to pay the stated interest) is used to retire the bonds. Under the CMO structure,
PAGE
217
the repayment of principal among the different tranches is prioritized in accordance with the terms of the
particular CMO issuance. The "fastest-pay" tranche of bonds, as specified in the prospectus for the issuance,
would initially receive all principal payments. When that tranche of bonds is retired, the next tranche, or
tranches, in the sequence, as specified in the prospectus, receive all of the principal payments until they are
retired. The sequential retirement of bond groups continues until the last tranche, or group of bonds, is retired.
Accordingly, the CMO structure allows the issuer to use cash flows of long maturity, monthly pay collateral to
formulate securities with short, intermediate, and long final maturities and expected average lives.
In recent years, new types of CMO tranches have evolved. These include floating-rate CMOs, planned
amortization classes, accrual bonds, and CMO residuals. These newer structures affect the amount and timing of
principal and interest received by each tranche from the underlying collateral. Under certain of these new
structures, given classes of CMOs have priority over others with respect to the receipt of prepayments on the
mortgages. Therefore, depending on the type of CMOs in which the funds invest, the investment may be subject
to a greater or lesser risk of prepayment than other types of mortgage-related securities.
The primary risk of any mortgage security is the uncertainty of the timing of cash flows. For CMOs, the primary
risk results from the rate of prepayments on the underlying mortgages serving as collateral and from the
structure of the deal (priority of the individual tranches). An increase or decrease in prepayment rates (resulting
from a decrease or increase in mortgage interest rates) will affect the yield, average life, and price of CMOs. The
prices of certain CMOs, depending on their structure and the rate of prepayments, can be volatile. Some CMOs
may also not be as liquid as other securities.
U.S. Government Agency Multi-Class Pass-Through Securities
Unlike CMOs, U.S. Government Agency Multi-
Class Pass-Through Securities, which include FNMA Guaranteed Real Estate Mortgage Investment Conduit
Pass-Through Certificates and FHLMC Multi-Class Mortgage Participation Certificates, are ownership interests
in a pool of mortgage assets. Unless the context indicates otherwise, all references herein to CMOs include
multi-class pass-through securities.
Multi-Class Residential Mortgage Securities
Such securities represent interests in pools of mortgage loans to
residential home buyers made by commercial banks, savings and loan associations, or other financial
institutions. Unlike GNMA, FNMA, and FHLMC securities, the payment of principal and interest on Multi-Class
Residential Mortgage Securities is not guaranteed by the U.S. government or any of its agencies. Accordingly,
yields on Multi-Class Residential Mortgage Securities have been historically higher than the yields on U.S.
government mortgage securities. However, the risk of loss due to default on such instruments is higher since
they are not guaranteed by the U.S. government or its agencies. Additionally, pools of such securities may be
divided into senior or subordinated segments. Although subordinated mortgage securities may have a higher
yield than senior mortgage securities, the risk of loss of principal is greater because losses on the underlying
mortgage loans must be borne by persons holding subordinated securities before those holding senior mortgage
securities.
Privately Issued Mortgage-Backed Certificates
These are pass-through certificates issued by nongovernmental
issuers. Pools of conventional residential or commercial mortgage loans created by such issuers generally offer a
higher rate of interest than government and government-related pools because there are no direct or indirect
government guarantees of payment. Timely payment of interest and principal of these pools is, however,
generally supported by various forms of insurance or guarantees, including individual loan, title, pool, and
hazard insurance. The insurance and guarantees are issued by government entities, private insurance, or the
mortgage poolers. Such insurance and guarantees and the creditworthiness of the issuers thereof will be
considered in determining whether a mortgage-related security meets the funds` quality standards. The funds
may buy mortgage-related securities without insurance or guarantees if through an examination of the loan
experience and practices of the poolers, the investment manager determines that the securities meet the funds`
quality standards.
Stripped Mortgage-Backed Securities
These instruments are a type of potentially high-risk derivative. They
represent interests in a pool of mortgages, the cash flow of which has been separated into its interest and
principal components. Interest only securities (
"IOs"
) receive the interest portion of the cash flow while
principal only securities (
"POs"
) receive the principal portion. IOs and POs are usually structured as tranches of
a CMO. Stripped Mortgage-Backed Securities may be issued by U.S. government agencies or by private issuers
similar to those described above with respect to CMOs and privately issued mortgage-backed certificates. As
interest rates rise and fall, the value of IOs tends to move in the same direction as interest rates. The value of the
other mortgage-backed securities described herein, like other debt instruments, will tend to move in the
opposite direction compared to interest rates. Under the Code, POs may generate taxable income from the
current accrual of original issue discount, without a corresponding distribution of cash to the 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, but not the timing, of cash flows provided to the investor. In contrast, prepayments on the mortgage
pool affect the timing, but not the amount, of cash flows received by investors in POs. For example, a rapid or
slow rate of principal payments may have a material adverse effect on the prices of IOs or POs, respectively. If
the underlying mortgage assets experience greater than anticipated prepayments of principal, investors may fail
to fully recoup their initial investment in an IO class of a stripped mortgage-backed security, even if the IO class
is rated AAA or Aaa or is derived from a full faith and credit obligation. Conversely, if the underlying mortgage
assets experience slower than anticipated prepayments of principal, the price on a PO class will be affected more
severely than would be the case with a traditional mortgage-backed security.
The staff of the SEC has advised the funds that it believes the funds should treat IOs and POs, other than
government-issued IOs or POs backed by fixed-rate mortgages, as illiquid securities and, accordingly, limit their
investments in such securities, together with all other illiquid securities, to 15% of the funds` net assets. Under
the staff`s position, the determination of whether a particular government-issued IO or PO backed by fixed-rate
mortgages is liquid may be made on a case by case basis under guidelines and standards established by the
funds` Boards. The funds` Boards have delegated to T.
Rowe Price the authority to determine the liquidity of
these investments based on the following guidelines: the type of issuer; type of collateral, including age and
prepayment characteristics; rate of interest on coupon relative to current market rates and the effect of the rate
on the potential for prepayments; complexity of the issue`s structure, including the number of tranches; and size
of the issue and the number of dealers who make a market in the IO or PO.
Adjustable Rate Mortgage Securities (
"
ARMs
"
)
ARMs, like fixed-rate mortgages, have a specified maturity date,
and the principal amount of the mortgage is repaid over the life of the mortgage. Unlike fixed-rate mortgages,
the interest rate on ARMs is adjusted at regular intervals based on a specified, published interest rate "index"
such as a Treasury rate index. The new rate is determined by adding a specific interest amount, the "margin," to
the interest rate of the index. Investment in ARM securities 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. ARM securities are a
less effective means of locking in long-term rates than fixed-rate mortgages since the income from adjustable
rate mortgages will increase during periods of rising interest rates and decline during periods of falling rates.
Other Mortgage-Related Securities
Governmental, government-related, or private entities may create mortgage
loan pools offering pass-through investments in addition to those described above. The mortgages underlying
these securities may be alternative mortgage instruments, that is, mortgage instruments whose principal or
interest payments may vary or whose terms to maturity may differ from customary long-term fixed-rate
mortgages. As new types of mortgage-related securities are developed and offered to investors, the investment
manager will, consistent with the funds` objectives, policies, and quality standards, consider making investments
in such new types of securities.
Asset-Backed Securities
Background
The asset-backed securities (ABS) market has been one of the fastest growing sectors of the U.S.
fixed-income market since its inception in late 1985. Although initial ABS transactions were backed by auto
loans and credit card receivables, today`s market has evolved to include a variety of asset types including home
equity loans, student loans, equipment leases, stranded utility costs, and collateralized bond/loan obligations.
For investors, securitization typically provides an opportunity to invest in high-quality securities with higher
credit ratings and less downgrade/event risk than corporate bonds. Unlike mortgages, prepayments on ABS
collateral are less sensitive to changes in interest rates. They can also be structured into classes that meet the
market`s demand for various maturities and credit quality.
Structure
Asset-backed securities are bonds that represent an ownership interest in a pool of receivables sold by
originators into a special purpose vehicle (SPV). The collateral types can vary, so long as they are secured by
homogeneous assets with relatively predictable cash flows. Assets that are transferred through a sale to a special
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purpose vehicle 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 assets
in the pool. Such protection may be provided through guarantees, insurance policies, or letters of credit
obtained from third parties, "external credit enhancement", through various means of structuring the
transaction, "internal credit enhancement", or through a combination of such approaches. Examples of asset-
backed securities with credit support arising out of the structure of the transaction include:
Excess Spread
Typically the first layer of protection against losses, equal to the cash flow from the underlying
receivables remaining after deducting the sum of the investor coupon, servicing fees, and losses.
Subordination
Interest and principal that would have otherwise been distributed to a subordinate class is used
to support the more senior classes. This feature is intended to enhance the likelihood that the holder of the
senior class certificate will receive regular payments of interest and principal. Subordinate classes have a greater
risk of loss than senior classes.
Reserve Funds
Cash that is deposited and/or captured in a designated account that may be used to cover any
shortfalls in principal, interest, or servicing fees.
Overcollateralization
A form of credit enhancement whereby the principal amount of collateral used to secure a
given transaction exceeds the principal of the securities issued. Overcollateralization can be created at the time
of issuance or may build over time.
Surety Bonds
Typically consist of third party guarantees to irrevocably and unconditionally make timely
payments of interest and ultimate repayment of principal in the event there are insufficient cash flows from the
underlying collateral.
The degree of credit support provided on each issue is based generally on historical information respecting the
level of credit risk associated with such payments. Depending upon the type of assets securitized, historical
information on credit risk and prepayment rates may be limited or even unavailable. Delinquency or loss in
excess of that anticipated could adversely affect the return on an investment in an asset-backed security. There is
no guarantee that the amount of any type of credit enhancement available will be sufficient to protect against
future losses on the underlying collateral.
Some of the specific types of ABS that the funds may invest in include the following.
Home Equity Loans
These ABS typically are backed by pools of mortgage loans made to subprime borrowers or
borrowers with blemished credit histories. The underwriting standards for these loans are more flexible than the
standards generally used by banks for borrowers with non-blemished credit histories with regard to the
borrower`s credit standing and repayment ability. Borrowers who qualify generally have impaired credit
histories, which may include a record of major derogatory credit items such as outstanding judgments or prior
bankruptcies. In addition, they may not have the documentation required to qualify for a standard mortgage
loan.
As a result, the mortgage loans in the mortgage pool are likely to experience rates of delinquency, foreclosure,
and bankruptcy that are higher, and that may be substantially higher, than those experienced by mortgage loans
underwritten in a more traditional manner. Furthermore, changes in the values of the mortgaged properties, as
well as changes in interest rates, may have a greater effect on the delinquency, foreclosure, bankruptcy, and loss
experience of the mortgage loans in the mortgage pool than on mortgage loans originated in a more traditional
manner.
With respect to first lien mortgage loans, the underwriting standards do not prohibit a mortgagor from
obtaining, at the time of origination of the originator`s first lien mortgage loan, additional financing which is
subordinate to that first lien mortgage loan, which subordinate financing would reduce the equity the mortgagor
would otherwise appear to have in the related mortgaged property as indicated in the loan-to-value ratio.
Risk regarding mortgage rates
The pass-through rates on the adjustable-rate certificates may adjust monthly and are generally based on one-
month LIBOR. The mortgage rates on the mortgage loans are either fixed or adjusted semiannually based on six-
month LIBOR, which is referred to as a mortgage index. Because the mortgage index may respond to various
economic and market factors different than those affecting one-month LIBOR, there is not necessarily a
correlation in the movement between the interest rates on those mortgage loans and the pass-through rates of
the adjustable rate certificates. As a result, the interest payable on the related interest-bearing certificates may be
reduced because of the imposition of a pass-through rate cap called the "
net rate cap
".
Yield and reinvestment could be adversely affected by unpredictability of prepayments
No one can accurately predict the level of prepayments that an asset-backed mortgage pool may experience.
Factors which influence prepayment behavior include general economic conditions, the level of prevailing
interest rates, the availability of alternative financing, the applicability of prepayment charges, and homeowner
mobility. Reinvestment risk results from a faster or slower rate of principal payments than expected. A rising
interest rate environment and the resulting slowing of prepayments could result in greater volatility of these
securities. A falling interest rate environment and the resulting increase in prepayments could require
reinvestment in lower yielding securities.
Credit Card Backed Securities
These ABS are backed by revolving pools of credit card receivables. Due to the
revolving nature of these assets, the credit quality could change over time. Unlike most other asset-backed
securities, credit card receivables are unsecured obligations of the cardholder and payments by cardholders are
the primary source of payment on these securities. The revolving nature of these card accounts generally
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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
Automobile Loans
These ABS are backed by receivables from motor vehicle installment sales contracts or
installment loans secured by motor vehicles. These securities are primarily discrete pools of assets which pay
down over the life of the ABS. The securities are not obligations of the seller of the vehicle, or servicer of the
loans. The primary source of funds for payments on the securities comes from payment on the underlying trust
receivables as well as from credit support.
Inflation-Linked Securities
Inflation-linked securities are income-generating instruments whose interest and principal payments are
adjusted for inflation
a sustained increase in prices that erodes the purchasing power of money. TIPS, or
Treasury inflation-protected securities, are inflation-linked securities issued by the U.S. government. Inflation-
linked bonds are also issued by corporations, U.S. government agencies, states, and foreign countries. The
inflation adjustment, which is typically applied monthly to the principal of the bond, follows a designated
inflation index, such as the consumer price index (CPI). A fixed coupon rate is applied to the inflation-adjusted
principal so that as inflation rises, both the principal value and the interest payments increase. This can provide
investors with a hedge against inflation, as it helps preserve the purchasing power of your investment. Because
of this inflation-adjustment feature, inflation-protected bonds typically have lower yields than conventional
fixed-rate bonds. Municipal inflation bonds generally have a fixed principal amount and the inflation
component is reflected in the nominal coupon.
Inflation-protected bonds normally will decline in price when real interest rates rise. (A real interest rate is
calculated by subtracting the inflation rate from a nominal interest rate. For example, if a 10-year Treasury note
is yielding 5% and 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.
Collateralized Bond or Loan Obligations
Collateralized Bond Obligations (
"CBOs"
) are bonds collateralized by corporate bonds, mortgages, or asset-
backed securities and Collateralized Loan Obligations (
"CLOs"
) are bonds collateralized by bank loans. CBOs
and CLOs are structured into tranches, and payments are allocated such that each tranche has a predictable cash
flow stream and average life. CBOs are fairly recent entrants to the fixed-income market. Most CBOs issued to
date have been collateralized by high-yield bonds or loans, with heavy credit enhancement.
Loan Participations and Assignments
Loan participations and assignments (collectively
"participations"
) will typically be participating interests in
loans made by a syndicate of banks, represented by an agent bank which has negotiated and structured the loan,
to corporate borrowers to finance internal growth, mergers, acquisitions, stock repurchases, leveraged buyouts,
and other corporate activities. Such loans may also have been made to governmental borrowers, especially
governments of developing countries which is referred to as Loans to Developing Countries debt (
"LDC debt"
).
LDC debt will involve the risk that the governmental entity responsible for the repayment of the debt may be
unable or unwilling to do so when due. The loans underlying such participations may be secured or unsecured,
and the funds may invest in loans collateralized by mortgages on real property or which have no collateral. The
loan participations themselves may extend for the entire term of the loan or may extend only for short "strips"
that correspond to a quarterly or monthly floating-rate interest period on the underlying loan. Thus, a term or
revolving credit that extends for several years may be subdivided into shorter periods.
The loan participations in which the funds will invest will also vary in legal structure. Occasionally, lenders
assign to another institution both the lender`s rights and obligations under a credit agreement. Since this type of
assignment relieves the original lender of its obligations, it is called a novation. More typically, a lender assigns
only its right to receive payments of principal and interest under a promissory note, credit agreement, or similar
document. A true assignment shifts to the assignee the direct debtor-creditor relationship with the underlying
borrower. Alternatively, a lender may assign only part of its rights to receive payments pursuant to the
underlying instrument or loan agreement. Such partial assignments, which are more accurately characterized as
"participating interests," do not shift the debtor-creditor relationship to the assignee, who must rely on the
original lending institution to collect sums due and to otherwise enforce its rights against the agent bank which
administers the loan or against the underlying borrower.
There may not be a recognizable, liquid public market for loan participations. To the extent this is the case, the
funds would consider the loan participation as illiquid and subject to the funds` restriction on investing no more
than 15% of their net assets in illiquid securities.
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.
Pay-in-Kind (
"PIK"
) Instruments are securities that pay interest in either cash or additional securities, at the
issuer`s option, for a specified period. PIKs, like zero-coupon bonds, are designed to give an issuer flexibility in
managing cash flow. PIK bonds can be either senior or subordinated debt and trade flat (i.e., without accrued
interest). The price of PIK bonds is expected to reflect the market value of the underlying debt plus an amount
representing accrued interest since the last payment. PIKs are usually less volatile than zero-coupon bonds, but
more volatile than cash pay securities.
For federal income tax purposes, these types of bonds will require the recognition of gross income each year
even though no cash may be paid to the funds until the maturity or call date of the bond. The funds will
nonetheless be required to distribute substantially all of this gross income each year to comply with the Internal
Revenue Code, and such distributions could reduce the amount of cash available for investment by the funds.
Trade Claims
Trade claims are non-securitized rights of payment arising from obligations other than borrowed funds. Trade
claims typically arise when, in the ordinary course of business, vendors and suppliers extend credit to a
company by offering payment terms. Generally, when a company files for bankruptcy protection, payments on
these trade claims cease and the claims are subject to compromise along with the other debts of the company.
Trade claims typically are bought and sold at a discount reflecting the degree of uncertainty with respect to the
timing and extent of recovery. In addition to the risks otherwise associated with low-quality obligations, trade
claims have other risks, including the possibility that the amount of the claim may be disputed by the obligor.
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 both 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.
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Defenses to Claims
The debtor has a variety of defenses that can be asserted under the bankruptcy code against
any claim. Trade claims are subject to these defenses, the most common of which for trade claims relates to
preference payments. (Preference payments are all payments made by the debtor during the 90 days prior to the
filing. These payments are presumed to have benefited the receiving creditor at the expense of the other
creditors. The receiving creditor may be required to return the payment unless it can show the payments were
received in the ordinary course of business.) While none of these defenses can result in any additional liability of
the purchaser of the trade claim, they can reduce or wipe out the entire purchased claim. This risk can be
reduced by seeking representations and indemnification from the seller.
Documentation/Indemnification
Each trade claim purchased requires documentation that must be negotiated
between the buyer and seller. This documentation is extremely important since it can protect the purchaser
from losses such as those described above. Legal expenses in negotiating a purchase agreement can be fairly
high. Additionally, it is important to note that the value of an indemnification depends on the seller`s credit.
Volatile Pricing Due to Illiquid Market
There are only a handful of brokers for trade claims and the quoted price
of these claims can be volatile. Generally, it is expected that trade claims would be considered illiquid
investments.
No Current Yield/Ultimate Recovery
Trade claims are almost never entitled to earn interest. As a result, the
return on such an investment is very sensitive to the length of the bankruptcy, which is uncertain. Although not
unique to trade claims, it is worth noting that the ultimate recovery on the claim is uncertain and there is no
way to calculate a conventional yield to maturity on this investment. Additionally, the exit for this investment is
a plan of reorganization which may include the distribution of new securities. These securities may be as illiquid
as the original trade claim investment.
Tax Issue
Although the issue is not free from doubt, it is likely that trade claims would be treated as non-
securities investments. As a result, any gains would be considered "nonqualifying" under the Code. The funds
may have up to 10% of their gross income (including capital gains) derived from nonqualifying sources.
Municipal Securities
Subject to the investment objectives and programs described in the prospectus and the additional investment
restrictions described in this Statement of Additional Information, 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 exempt from federal income tax. In
determining the tax-exempt status of a municipal security, the funds rely on the opinion of the issuer`s bond
counsel at the time of the issuance of the security. However, it is possible this opinion could be overturned, and,
as a result, the interest received by the funds from such a security might not be exempt from federal income tax.
Municipal securities are classified by maturity as notes, bonds, or adjustable rate securities.
Municipal Notes
Municipal notes generally are used to provide short-term operating or capital needs and generally have
maturities of one year or less. Municipal notes include:
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.
Municipal Bonds
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.
A
dditional categories of potential purchases
include
lease revenue bonds and prerefunded/escrowed to maturity
bonds
, private activity bonds,
industrial development bond
s, and participation interests
.
General Obligation Bonds
Issuers of general obligation bonds include states, counties, cities, towns, and special
districts. The proceeds of these obligations are used to fund a wide range of public projects, including
construction or improvement of schools, public buildings, highways and roads, and general projects not
supported by user fees or specifically identified revenues. The basic security behind general obligation bonds is
the issuer`s pledge of its full faith and credit and taxing power for the payment of principal and interest. The
taxes that can be levied for the payment of debt service may be limited or unlimited as to the rate or amount of
special assessments. In many cases voter approval is required before an issuer may sell this type of bond.
Revenue Bonds
The principal security for a revenue bond is generally the net revenues derived from a particular
facility or enterprise or, in some cases, the proceeds of a special charge or other pledged revenue source.
Revenue bonds are issued to finance a wide variety of capital projects including: electric, gas, water, and sewer
systems; highways, bridges, and tunnels; port and airport facilities; colleges and universities; and hospitals.
Revenue bonds are sometimes used to finance various privately operated facilities provided they meet certain
tests established for tax-exempt status.
Although the principal security behind these bonds may vary, many provide additional security in the form of a
mortgage or debt service reserve fund. Some authorities provide further security in the form of the state`s ability
(without obligation) to make up deficiencies in the debt service reserve fund. Revenue bonds usually do not
require prior voter approval before they may be issued.
Lease Revenue Bonds
Municipal borrowers may also finance capital improvements or purchases with tax-
exempt leases. The security for a lease is generally the borrower`s pledge to make annual appropriations for lease
payments. The lease payment is treated as an operating expense subject to appropriation risk and not a full faith
and credit obligation of the issuer. Lease revenue bonds are generally considered less secure than a general
obligation or revenue bond and often do not include a debt service reserve fund. To the extent the funds` Boards
determine such securities are illiquid, they will be subject to the funds` limit on illiquid securities. There have
also been certain legal challenges to the use of lease revenue bonds in various states.
The liquidity of such securities will be determined based on a variety of factors which may include, among
others: (1)
the frequency of trades and quotes for the obligation; (2)
the number of dealers willing to purchase
or sell the security and the number of other potential buyers; (3)
the willingness of dealers to undertake to make
a market in the security; (4)
the nature of the marketplace trades, including the time needed to dispose of the
security, the method of soliciting offers, and the mechanics of transfer; and (5)
the rating assigned to the
obligation by an established rating agency or T.
Rowe Price.
Prerefunded/Escrowed to Maturity Bonds
Certain municipal bonds have been refunded with a later bond issue
from the same issuer. The proceeds from the later issue are used to defease the original issue. In many cases the
original issue cannot be redeemed or repaid until the first call date or original maturity date. In these cases, the
refunding bond proceeds typically are used to buy U.S. Treasury securities that are held in an escrow account
until the original call date or maturity date. The original bonds then become "prerefunded" or "escrowed to
maturity" and are considered high-quality investments. While still tax-exempt, the security is the proceeds of
the escrow account. To the extent permitted by the SEC and the Internal Revenue Service, a fund`s investment
in such securities refunded with U.S. Treasury securities will, for purposes of diversification rules applicable to
the funds, be considered an investment in U.S. Treasury securities.
Private Activity Bonds
Under current tax law, all municipal debt is divided broadly into two groups:
governmental purpose bonds and private activity bonds. Governmental purpose bonds are issued to finance
traditional public purpose projects such as public buildings and roads. Private activity bonds may be issued by a
state or local government or public authority but principally benefit private users and are considered taxable
unless a specific exemption is provided.
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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. Some, but not all, private activity bonds are subject to alternative minimum tax.
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.
Participation Interests
The funds may purchase from third parties participation interests in all or part of specific
holdings of municipal securities. The purchase may take different forms: in the case of short-term securities, the
participation may be backed by a liquidity facility that allows the interest to be sold back to the third party (such
as a trust, broker, or bank) for a predetermined price of par at stated intervals. The seller may receive a fee from
the funds in connection with the arrangement.
In the case of longer-term bonds, the funds may purchase interests in a pool of municipal bonds or a single
municipal bond or lease without the right to sell the interest back to the third party.
The funds will not purchase participation interests unless a satisfactory opinion of counsel or ruling of the
Internal Revenue Service has been issued that the interest earned from the municipal securities on which the
funds hold participation interests is exempt from federal income tax to the funds. However, there is no
guarantee the IRS would treat such interest income as tax-exempt.
When-Issued Securities
New issues of municipal securities are often offered on a when-issued basis; that is, delivery and payment for the
securities normally takes place 15 to 45 days or more after the date of the commitment to purchase. The
payment obligation and the interest rate that will be received on the securities are each fixed at the time the
buyer enters into the commitment. The funds will only make a commitment to purchase such securities with
the intention of actually acquiring the securities. However, the funds may sell these securities before the
settlement date if it is deemed advisable as a matter of investment strategy. The funds will maintain cash, high-
grade marketable debt securities, or other suitable cover with its custodian bank equal in value to commitments
for when-issued securities. Such securities either will mature or, if necessary, be sold on or before the settlement
date. Securities purchased on a when-issued basis and the securities held in the funds` portfolios are subject to
changes in market value based upon the public perception of the creditworthiness of the issuer and changes in
the level of interest rates (which will generally result in similar changes in value, i.e., both experiencing
appreciation when interest rates decline and depreciation when interest rates rise). Therefore, to the extent the
funds remain fully invested or almost fully invested at the same time that they have purchased securities on a
when-issued basis, there will be greater fluctuations in their net asset value than if they solely set aside cash to
pay for when-issued securities. In the case of the money funds, this could increase the possibility that the
market value of the funds` assets could vary from $1.00 per share. In addition, there will be a greater potential
for the realization of capital gains, which are not exempt from federal income tax. When the time comes to pay
for when-issued securities, the funds will meet their obligations from then-available cash flow, sale of securities,
or, although it would not normally expect to do so, from sale of the when-issued securities themselves (which
may have a value greater or less than the payment obligation). The policies described in this paragraph are not
fundamental and may be changed by the funds upon notice to shareholders.
Forwards
In some cases, the funds may purchase bonds on a when-issued basis with longer-than-standard settlement
dates, in some cases exceeding one to two years. In such cases, the funds must execute a receipt evidencing the
obligation to purchase the bond on the specified issue date, and must segregate cash internally to meet that
forward commitment. Municipal "forwards" typically carry a substantial yield premium to compensate the buyer
for the risks associated with a long when-issued period, including: shifts in market interest rates that could
materially impact the principal value of the bond, deterioration in the credit quality of the issuer, loss of
alternative investment options during the when-issued period, changes in tax law or issuer actions that would
affect the exempt interest status of the bonds and prevent delivery, failure of the issuer to complete various steps
required to issue the bonds, and limited liquidity for the buyer to sell the escrow receipts during the when-
issued period.
Residual Interest Bonds
Residual interest bonds
are a type of high-risk derivative. The funds may purchase municipal bond issues that
are structured as two-part, residual interest bond and variable rate security offerings. The issuer is obligated only
to pay a fixed amount of tax-free income that is to be divided among the holders of the two securities. The
interest rate for the holders of the variable rate securities will be determined by an index or auction process held
approximately every seven to 35 days while the 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.
Unlike many adjustable rate securities, residual interest bonds are not necessarily expected to trade at par and in
fact present significant market risks. In certain market environments, residual interest bonds may carry
substantial premiums or be at deep discounts
,
with limited liquidity
.
The funds may invest in other types of derivative instruments as they become available.
For the purpose of the funds` investment restrictions, the identification of the "issuer" of municipal securities
which are not general obligation bonds is made by T.
Rowe Price, on the basis of the characteristics of the
obligation as described above, the most significant of which is the source of funds for the payment of principal
and interest on such securities.
There are, of course, other types of securities that are or may become available that are similar to the foregoing,
and the funds may invest in these securities.
Real Estate and Real Estate Investment Trusts (
"
REITs
"
)
Investments in REITs may experience many of the same risks involved with investing in real estate directly.
These risks include: declines in real estate values, risks related to local or general economic conditions,
particularly lack of demand, overbuilding and increased competition, increases in property taxes and operating
expenses, changes in zoning laws, heavy cash flow dependency, possible lack of availability of mortgage funds,
obsolescence, losses due to natural disasters, condemnation of properties, regulatory limitations on rents and
fluctuations in rental income, variations in market rental rates, and possible environmental liabilities. REITs may
own real estate properties (Equity REITs) and be subject to these risks directly, or may make or purchase
mortgages (Mortgage REITs) and be subject to these risks indirectly through underlying construction,
development, and long-term mortgage loans that may default or have payment problems.
Equity REITs can be affected by rising interest rates that may cause investors to demand a high annual yield
from future distributions which, in turn, could decrease the market prices for the REITs. In addition, rising
interest rates also increase the costs of obtaining financing for real estate projects. Since many real estate projects
are dependent upon receiving financing, this could cause the value of the Equity REITs in which the funds
invest to decline.
Mortgage REITs may hold mortgages that the mortgagors elect to prepay during periods of declining interest
rates, which may diminish the yield on such REITs. In addition, borrowers may not be able to repay mortgages
when due, which could have a negative effect on the funds.
Some REITs have relatively small market capitalizations which could increase their volatility. REITs tend to be
dependent upon specialized management skills and have limited diversification so they are subject to risks
inherent in operating and financing a limited number of properties. In addition, when the funds invest in REITs,
a shareholder will bear his proportionate share of fund expenses and indirectly bear similar expenses of the
REITs. REITs depend generally on their ability to generate cash flow to make distributions to shareholders. In
addition, both Equity and Mortgage REITs are subject to the risks of failing to qualify for tax-free status of
income under the Code or failing to maintain exemption from the 1940 Act.
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Adjustable Rate Securities
Generally, the maturity of a security is deemed to be the period remaining until the date (noted on the face of
the instrument) on which the principal amount must be paid or, in the case of an instrument called for
redemption, the date on which the redemption payment must be made. However, certain securities may be
issued with demand features or adjustable interest rates that are reset periodically by predetermined formulas or
indexes in order to minimize movements in the principal value of the investment in accordance with Rule 2a-7
under the 1940 Act. Such securities may have long-term maturities, but may be treated as a short-term
investment under certain conditions. Generally, as interest rates decrease or increase, the potential for capital
appreciation or depreciation on these securities is less than for fixed rate obligations. These securities may take a
variety of forms, including variable rate, floating rate, and put option securities.
Variable Rate Securities
Variable rate instruments are those whose terms provide for the adjustment of their
interest rates on set dates and which, upon such adjustment, can reasonably be expected to have a market value
that approximates its par value. A variable rate instrument, the principal amount of which is scheduled to be
paid in 397 days or less, is deemed to have a maturity equal to the period remaining until the next readjustment
of the interest rate. A variable rate instrument which is subject to a demand feature entitles the purchaser to
receive the principal amount of the underlying security or securities, either (i)
upon notice of no more than 30
days or (ii)
at specified intervals not exceeding 397 days and upon no more than 30 days` notice, is deemed to
have a maturity equal to the longer of the period remaining until the next readjustment of the interest rate or the
period remaining until the principal amount can be recovered through demand.
Forward Commitment Contracts
The price of such securities, which may be expressed in yield terms, is fixed at the time the commitment to
purchase is made, but delivery and payment take place at a later date. Normally, the settlement date occurs
within 90 days of the purchase for when-issueds, but may be substantially longer for forwards. During the
period between purchase and settlement, no payment is made by the funds to the issuer and no interest accrues
to the funds. The purchase of these securities will result in a loss if their values decline prior to the settlement
date. This could occur, for example, if interest rates increase prior to settlement. The longer the period between
purchase and settlement, the greater the risks. At the time the funds make the commitment to purchase these
securities, it will record the transaction and reflect the value of the security in determining its net asset value.
The funds will cover these securities by maintaining cash, liquid, high-grade debt securities, or other suitable
cover as permitted by the SEC with its custodian bank equal in value to its commitments for the securities
during the time between the purchase and the settlement. Therefore, the longer this period, the longer the
period during which alternative investment options are not available to the funds (to the extent of the securities
used for cover). Such securities either will mature or, if necessary, be sold on or before the settlement date.
To the extent the funds remain fully or almost fully invested (in securities with a remaining maturity of more
than one year) at the same time they purchase these securities, there will be greater fluctuations in the funds` net
asset value than if the funds did not purchase them.
Illiquid or Restricted Securities
Restricted securities may be sold only in privately negotiated transactions or in a public offering with respect to
which a registration statement is in effect under the 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 prevailed when it decided to sell. Restricted securities will be priced at fair value as
determined in accordance with procedures prescribed by the funds` Boards. If, through the appreciation of
illiquid securities or the depreciation of liquid securities, the funds should be in a position where more than the
allowable amount of its net assets is invested in illiquid assets, including restricted securities, the funds will take
appropriate steps to protect liquidity.
Notwithstanding the above, the funds may purchase securities which, while privately placed, are eligible for
purchase and sale under Rule 144A under the 1933 Act. This rule permits certain qualified institutional buyers,
such as the funds, to trade in privately placed securities even though such securities are not registered under the
1933 Act. The liquidity of these securities is monitored based on a variety of factors.
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
At least 95% 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.
DERIVATIVE INVESTMENTS
Futures Contracts
Futures contracts are a type of potentially high-risk derivative.
Transactions in Futures
The funds may enter into futures contracts including stock index, interest rate, and currency futures (
"futures"
or
"futures contracts"
).
Interest rate or currency futures contracts may be used as a hedge against changes in prevailing levels of interest
rates or currency exchange rates in order to establish more definitely the effective return on securities or
currencies held or intended to be acquired by the funds. Interest rate or currency futures can be sold as an offset
against the effect of expected increases in interest rates or currency exchange rates and purchased as an offset
against the effect of expected declines in interest rates or currency exchange rates.
Futures can also be used as an efficient means of regulating the funds` exposure to the market.
Index Funds may only enter into futures contracts that are appropriate for their investment programs to provide
an efficient means of maintaining liquidity while being invested in the market, to facilitate trading, or to reduce
transaction costs. They will not use futures for hedging purposes. Otherwise the nature of such futures and the
regulatory limitations and risks to which they are subject are the same as those described below.
Stock index futures contracts may be used to provide a hedge for a portion of the funds` portfolios, as a cash
management tool, or as an efficient way to implement either an increase or decrease in portfolio market
exposure in response to changing market conditions. The funds may purchase or sell futures contracts with
respect to any stock index. Nevertheless, to hedge the funds` portfolios successfully, the funds must sell futures
contracts with respect to indices or subindices whose movements will have a significant correlation with
movements in the prices of the funds` portfolio securities.
The funds will enter into futures contracts that are traded on national (or foreign) futures exchanges and are
standardized as to maturity date and underlying financial instrument. A public market exists in futures contracts
covering various taxable fixed-income securities as well as municipal bonds. Futures exchanges and trading in
the United States are regulated under the Commodity Exchange Act by the 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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Regulatory Limitations
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 call or put options thereon by the
funds, an amount of cash, liquid assets, or other suitable cover as permitted by the SEC, equal to the market
value of the futures contracts and options thereon (less any related margin deposits), will be identified by the
funds to cover the position, or alternative cover (such as owning an offsetting position) will be employed. Assets
used as cover or held in an identified account cannot be sold while the position in the corresponding option or
future is open, unless they are replaced with similar assets. As a result, the commitment of a large portion of the
funds` assets to cover or identified accounts could impede portfolio management or the funds` ability to meet
redemption requests or other current obligations.
If the CFTC or other regulatory authorities adopt different (including less stringent) or additional restrictions,
the funds would comply with such new restrictions.
Trading in Futures Contracts
A futures contract provides for the future sale by one party and purchase by another party of a specified amount
of a specific financial instrument (e.g., units of a stock index) for a specified price, date, time, and place
designated at the time the contract is made. Brokerage fees are incurred when a futures contract is bought or
sold and margin deposits must be maintained. Entering into a contract to buy is commonly referred to as buying
or purchasing a contract or holding a long position. Entering into a contract to sell is commonly referred to as
selling a contract or holding a short position.
Unlike when the funds purchase or sell a security, no price would be paid or received by the funds upon the
purchase or sale of a futures contract. Upon entering into a futures contract, and to maintain the funds` open
positions in futures contracts, the funds would be required to deposit with their custodian in a segregated
account in the name of the futures broker an amount of cash or liquid assets known as "initial margin." The
margin required for a particular futures contract is set by the exchange on which the contract is traded and may
be significantly modified from time to time by the exchange during the term of the contract. Futures contracts
are customarily purchased and sold on margins that may range upward from less than 5% of the value of the
contract being traded.
Financial futures are valued daily at closing settlement prices. If the price of an open futures contract changes
(by increase in the case of a sale or by decrease in the case of a purchase) so that the loss on the futures contract
reaches a point at which the margin on deposit does not satisfy margin requirements, the broker will require a
payment by the funds (
"variation margin"
) to restore the margin account to the amount of the initial margin.
Subsequent payments (
"mark-to-market payments"
) to and from the futures 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 broker. However, if the value of
the open futures position decreases in the case of a sale or increases in the case of a purchase, the broker will
pay the amount of the daily change in value to the funds.
Although certain futures contracts, by their terms, require actual future delivery of and payment for the
underlying instruments, in practice most futures contracts are usually closed out before the delivery date.
Closing out an open futures contract purchase or sale is effected by entering into an offsetting futures contract
sale or purchase, respectively, for the same aggregate amount of the identical securities and the same delivery
date. If the offsetting purchase price is less than the original sale price, the funds realize a gain; if it is more, the
funds realize a loss. Conversely, if the offsetting sale price is more than the original purchase price, the funds
realize a gain; if it is less, the funds realize a loss. The transaction costs must also be included in these
calculations. There can be no assurance, however, that the funds will be able to enter into an offsetting
transaction with respect to a particular futures contract at a particular time. If the funds are not able to enter into
an offsetting transaction, the funds will continue to be required to maintain the margin deposits on the futures
contract.
As an example of an offsetting transaction in which the underlying instrument is not delivered, the contractual
obligations arising from the sale of one contract of September Treasury bills on an exchange may be fulfilled at
any time before delivery of the contract is required (i.e., on a specified date in September, the
"delivery
month"
) by the purchase of one contract of September Treasury bills on the same exchange. In such instance,
the difference between the price at which the futures contract was sold and the price paid for the offsetting
purchase, after allowance for transaction costs, represents the profit or loss to the funds.
Settlement of a stock index futures contract may or may not be in the underlying security. If not in the
underlying security, then settlement will be made in cash, equivalent over time to the difference between the
contract price and the actual price of the underlying asset (as adjusted by a multiplier) at the time the stock
index futures contract expires.
For example, the S&P 500 Stock Index is made up of 500 selected common stocks, most of which are listed on
the New York Stock Exchange. The S&P 500 Index assigns relative weightings to the common stocks included
in the index, and the index fluctuates with changes in the market values of those common stocks. In the case of
futures contracts on the S&P 500 Index, the contracts are to buy or sell 250 units. Thus, if the value of the S&P
500 Index were $150, one contract would be worth $37,500 (250 units x $150). The stock index futures
contract specifies that no delivery of the actual stocks making up the index will take place. Instead, settlement in
cash occurs. Over the life of the contract, the gain or loss realized by the funds will equal the difference between
the purchase (or sale) price of the contract and the price at which the contract is terminated. For example, if the
funds enter into a futures contract to buy 250 units of the S&P 500 Index at a specified future date at a contract
price of $150 and the S&P 500 Index is at $154 on that future date, the funds will gain $1,000 (250 units x
gain of $4). If the funds enter into a futures contract to sell 250 units of the stock index at a specified future date
at a contract price of $150 and the S&P 500 Index is at $152 on that future date, the funds will lose $500 (250
units x loss of $2).
It is possible that hedging activities of funds investing in municipal securities will occur primarily through the
use of municipal bond index futures contracts since the uniqueness of that index contract should better
correlate with the portfolio and thereby be more effective. However, there may be times when it is deemed in
the best interest of shareholders to engage in the use of U.S. Treasury bond futures, and the funds reserve the
right to use U.S. Treasury bond futures at any time. Use of these futures could occur, as an example, when both
the U.S. Treasury bond contract and municipal bond index futures contract are correlating well with municipal
bond prices, but the U.S. Treasury bond contract is trading at a more advantageous price making the hedge less
expensive with the U.S. Treasury bond contract than would be obtained with the municipal bond index futures
contract.
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
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of purchase, 10% of the value of the futures contract is deposited as margin, a subsequent 10% decrease in the
value of the futures contract would result in a total loss of the margin deposit, before any deduction for the
transaction costs, if the account were then closed out. A 15% decrease would result in a loss equal to 150% of
the original margin deposit, if the contract were closed out. Thus, a purchase or sale of a futures contract may
result in losses in excess of the amount invested in the futures contract.
Liquidity
The funds may elect to close some or all of their futures positions at any time prior to their expiration.
The funds would do so to reduce exposure represented by long futures positions or short futures positions. The
funds may close their position by taking opposite positions, which would operate to terminate the funds`
position in the futures contracts. Final determinations of mark-to-market payments would then be made,
additional cash would be required to be paid by or released to the funds, and the funds would realize a loss or a
gain.
Futures contracts may be closed out only on the exchange or board of trade where the contracts were initially
traded. Although the funds intend to purchase or sell futures contracts only on exchanges or boards of trade
where there appears to be an active market, there is no assurance that a liquid market on an exchange or board
of trade will exist for any particular contract at any particular time. In such event, it might not be possible to
close a futures contract, and in the event of adverse price movements, the funds would continue to be required
to make daily mark-to-market and variation margin payments. However, in the event futures contracts have
been used to hedge the underlying instruments, the funds would continue to hold the underlying instruments
subject to the hedge until the futures contracts could be terminated. In such circumstances, an increase in the
price of underlying instruments, if any, might partially or completely offset losses on the futures contract.
However, as described next, there is no guarantee that the price of the underlying instruments will, in fact,
correlate with the price movements in the futures contract and thus provide an offset to losses on a futures
contract.
Hedging Risk
A decision whether, when, and how to hedge involves skill and judgment, and even a well-
conceived hedge may be unsuccessful to some degree because of unexpected market or economic events. There
are several risks in connection with the use by the funds of futures contracts as a hedging device. One risk arises
because of the imperfect correlation between movements in the prices of the futures contracts and movements
in the prices of the underlying instruments which are the subject of the hedge. T.
Rowe Price will, however,
attempt to reduce this risk by entering into futures contracts whose movements, in its judgment, will have a
significant correlation with movements in the prices of the funds` underlying instruments sought to be hedged.
Successful use of futures contracts by the funds for hedging purposes is also subject to T.
Rowe Price`s ability to
correctly predict movements in the direction of the market. It is possible that, when the funds have sold futures
to hedge their portfolios against a decline in the market, the index, indices, or instruments` underlying futures
might advance, and the value of the underlying instruments held in the funds` portfolios might decline. If this
were to occur, the funds would lose money on the futures and also would experience a decline in value in their
underlying instruments. However, while this might occur to a certain degree, T.
Rowe Price believes that over
time the value of the funds` portfolios will tend to move in the same direction as the market indices used to
hedge the portfolio. It is also possible that, if the funds were to hedge against the possibility of a decline in the
market (adversely affecting the underlying instruments held in their portfolios) and prices instead increased, the
funds would lose part or all of the benefit of increased value of those underlying instruments that it had hedged
because it would have offsetting losses in their futures positions. In addition, in such situations, if the funds
have insufficient cash, it might have to sell underlying instruments to meet daily mark-to-market and variation
margin requirements. Such sales of underlying instruments might be, but would not necessarily be, at increased
prices (which would reflect the rising market). The funds might have to sell underlying instruments at a time
when it would be disadvantageous to do so.
In addition to the possibility that there might be an imperfect correlation, or no correlation at all, between price
movements in the futures contracts and the portion of the portfolio being hedged, the price movements of
futures contracts might not correlate perfectly with price movements in the underlying instruments due to
certain market distortions. First, all participants in the futures market are subject to margin deposit and
maintenance requirements. Rather than meeting additional margin deposit requirements, investors might close
futures contracts through offsetting transactions, which could distort the normal relationship between the
underlying instruments and futures markets. Second, the margin requirements in the futures market are less
onerous than margin requirements in the securities markets and, as a result, the futures market might attract
more speculators than the securities markets. Increased participation by speculators in the futures market might
also cause temporary price distortions. Due to the possibility of price distortion in the futures market and also
because of imperfect correlation between price movements in the underlying instruments and movements in the
prices of futures contracts, even a correct forecast of general market trends by T.
Rowe Price might not result in
a successful hedging transaction over a very short time period.
Options on Futures Contracts
Options (another type of potentially high-risk derivative) on futures are similar to options on underlying
instruments, except that options on futures give the purchaser the right, in return for the premium paid, to
assume a position in a futures contract (a long position if the option is a call and a short position if the option is
a put), rather than to purchase or sell the futures contract at a specified exercise price at any time during the
period of the option. Upon exercise of the option, the delivery of the futures position by the writer of the option
to the holder of the option will be accompanied by the delivery of the accumulated balance in the writer`s
futures margin account, which represents the amount by which the market price of the futures contract, at
exercise, exceeds (in the case of a call) or is less than (in the case of a put) the exercise price of the option on the
futures contract. Purchasers of options who fail to exercise their options prior to the exercise date suffer a loss of
the premium paid. Options on futures contracts are valued daily at the last sale price on its primary exchange at
the time at which the net asset value per share of the funds are computed (close of 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, which provides a partial hedge against any increase that may
have occurred in the price of the debt securities the funds intend to acquire. If the futures price when the option
is exercised is below the exercise price, however, the funds will incur a loss, which may be wholly or partially
offset by the decrease in the price of the securities the funds intend to acquire.
Funds investing in municipal securities may trade in municipal bond index option futures or similar options on
futures developed in the future. In addition, the funds may trade in options on futures contracts on U.S.
government securities and any U.S. government securities futures index contract which might be developed.
From time to time, a single order to purchase or sell futures contracts (or options thereon) may be made on
behalf of a fund and other T.
Rowe Price funds. Such aggregated orders would be allocated among the fund and
the other T.
Rowe Price funds in a fair and nondiscriminatory manner.
Call and put options may be purchased or written on financial indices as an alternative to options on futures.
Special Risks of Transactions in Options on Futures Contracts
The risks described under "Special Risks of Transactions in Futures Contracts" are substantially the same as the
risks of using options on futures. If the funds were to write an option on a futures contract, it would be required
to deposit initial margin and maintain mark-to-market payments in the same manner as a regular futures
contract. In addition, where the funds seek to close out an option position by writing or buying an offsetting
option covering the same index, underlying instrument, or contract and having the same exercise price and
expiration date, their ability to establish and close out positions on such options will be subject to the
maintenance of a liquid secondary market. Reasons for the absence of a liquid secondary market on an exchange
include the following: (1)
there may be insufficient trading interest in certain options; (2)
restrictions may be
imposed by an exchange on opening transactions or closing transactions or both; (3)
trading halts, suspensions,
or other restrictions may be imposed with respect to particular classes or series of options, or underlying
instruments; (4)
unusual or unforeseen circumstances may interrupt normal operations on an exchange; (5)
the
facilities of an exchange or a clearing corporation may not at all times be adequate to handle current trading
volume; or (6)
one or more exchanges could, for economic or other reasons, decide or be compelled at some
future date to discontinue the trading of options (or a particular class or series of options), in which event the
secondary market on that exchange (or in the class or series of options) would cease to exist, although
outstanding options on the exchange that had been issued by a clearing corporation as a result of trades on that
exchange would continue to be exercisable in accordance with their terms. There is no assurance that higher-
than-anticipated trading activity or other unforeseen events might not, at times, render certain of the facilities of
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any of the clearing corporations inadequate, and thereby result in the institution by an exchange of special
procedures, which may interfere with the timely execution of customers` orders.
In the event no such market exists for a particular contract in which the funds maintain a position, in the case of
a written option, the funds would have to wait to sell the underlying securities or futures positions until the
option expires or is exercised. The funds would be required to maintain margin deposits on payments until the
contract is closed. Options on futures are treated for accounting purposes in the same way as the analogous
option on securities are treated.
In addition, the correlation between movements in the price of options on futures contracts and movements in
the price of the securities hedged can only be approximate. This risk is significantly increased when an option
on a U.S. government securities future or an option on some type of index future is used as a proxy for hedging
a portfolio consisting of other types of securities. Another risk is that if the movements in the price of options on
futures contracts and the value of the call increase by more than the increase in the value of the securities held
as cover, the funds may realize a loss on the call, which is not completely offset by the appreciation in the price
of the securities held as cover and the premium received for writing the call.
The successful use of options on futures contracts requires special expertise and techniques different from those
involved in portfolio securities transactions. A decision whether, when, and how to hedge involves skill and
judgment, and even a well-conceived hedge may be unsuccessful to some degree because of unexpected market
behavior or interest rate trends. During periods when municipal securities market prices are appreciating, the
funds may experience poorer overall performance than if it had not entered into any options on futures
contracts.
General Considerations
Transactions by the funds in options on futures will be subject to limitations established
by each of the exchanges, boards of trade, or other trading facilities governing the maximum number of options
in each class which may be written or purchased by a single investor or group of investors acting in concert,
regardless of whether the options are written on the same or different exchanges, boards of trade, or other
trading facilities or are held or written in one or more accounts or through one or more brokers. Thus, the
number of contracts which the funds may write or purchase may be affected by contracts written or purchased
by other investment advisory clients of T.
Rowe Price. An exchange, boards of trade, or other trading facility
may order the liquidations of positions found to be in excess of these limits, and it may impose certain other
sanctions.
Additional Futures and Options Contracts
Although the funds have no current intention of engaging in futures or options transactions other than those
described above, it reserves the right to do so. Such futures and options trading might involve risks which differ
from those involved in the futures and options described above.
Foreign Futures and Options
Participation in foreign futures and foreign options transactions involves the execution and clearing of trades on,
or subject to the rules of, a foreign board of trade. Neither the National Futures Association nor any domestic
exchange regulates activities of any foreign boards of trade, including the execution, delivery, and clearing of
transactions, or has the power to compel enforcement of the rules of a foreign board of trade or any applicable
foreign law. This is true even if the exchange is formally linked to a domestic market so that a position taken on
the market may be liquidated by a transaction on another market. Moreover, such laws or regulations will vary
depending on the foreign country in which the foreign futures or foreign options transaction occurs. For these
reasons, when the funds trade foreign futures or foreign options contracts, it may not be afforded certain of the
protective measures provided by the Commodity Exchange Act, the CFTC`s regulations, and the rules of the
National Futures Association and any domestic exchange, including the right to use reparations proceedings
before the CFTC and arbitration proceedings provided by the National Futures Association or any domestic
futures exchange. In particular, funds received from the funds for foreign futures or foreign options transactions
may not be provided the same protections as funds received for 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 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 will not write a covered put option if, as a result, the aggregate market value of all portfolio securities
subject to such put options or covering call options exceeds 15% of the market value of the funds` total assets.
The funds have no current intention of investing in options on 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 amount of the funds`
total assets invested in futures and options will not exceed 15% of the funds` total assets.
Foreign Currency Transactions
A forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a
future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at
a price set at the time of the contract. These contracts are principally traded in the interbank market conducted
directly between currency traders (usually large, commercial banks) and their customers. A forward contract
generally has no deposit requirement, and no commissions are charged at any stage for trades. The funds may
enter into forward contracts for a variety of purposes in connection with the management of the foreign
securities portion of their portfolios. The funds` use of such contracts would include, but not be limited to, the
following:
First, when the funds enter into a contract for the purchase or sale of a security denominated in a foreign
currency, they may desire to "lock in" the U.S. dollar price of the security. By entering into a forward contract
for the purchase or sale, for a fixed amount of dollars, of the amount of foreign currency involved in the
underlying security transactions, the funds will be able to protect themselves against a possible loss resulting
from an adverse change in the relationship between the U.S. dollar and the subject foreign currency during the
period between the date the security is purchased or sold and the date on which payment is made or received.
Second, when T.
Rowe Price believes that one currency may experience a substantial movement against another
currency, including the U.S. dollar, it may enter into a forward contract to sell or buy the amount of the former
foreign currency, approximating the value of some or all of the funds` portfolio securities denominated in such
foreign currency. Alternatively, where appropriate, the funds may hedge all or part of their foreign currency
exposure through the use of a basket of currencies or a proxy currency where such currency or currencies act as
an effective proxy for other currencies. In such a case, the funds may enter into a forward contract where the
amount of the foreign currency to be sold exceeds the value of the securities denominated in such currency. The
use of this basket hedging technique may be more efficient and economical than entering into separate forward
contracts for each currency held in the funds. The precise matching of the forward contract amounts and the
value of the securities involved will not generally be possible since the future value of such securities in foreign
currencies will change as a consequence of market movements in the value of those securities between the date
the forward contract is entered into and the date it matures. The projection of short-term currency market
movement is extremely difficult, and the successful execution of a short-term hedging strategy is highly
uncertain. Under normal circumstances, consideration of the prospect for relative currency values will be
incorporated into the longer-term investment decisions made with regard to overall diversification strategies.
However, T.
Rowe Price believes that it is important to have the flexibility to enter into such forward contracts
when it determines that the best interests of the funds will be served.
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Third, the funds may use forward contracts when the funds wish to hedge out of the dollar into a foreign
currency in order to create a synthetic bond or money market instrument
the security would be issued in U.S.
dollars but the dollar component would be transformed into a foreign currency through a forward contract.
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 thereunder would exceed the funds`
holdings of liquid, high-grade debt securities, currency available for cover of the forward contract(s), or other
suitable cover as permitted by the SEC. In determining the amount to be delivered under a contract, the funds
may net offsetting positions.
At the maturity of a forward contract, the funds may sell the portfolio security and make delivery of the foreign
currency, or they may retain the security and either extend the maturity of the forward contract (by "rolling"
that contract forward) or may initiate a new forward contract.
If the funds retain the portfolio security and engage in an offsetting transaction, the funds will incur a gain or a
loss (as described below) to the extent that there has been movement in forward contract prices. If the funds
engage in an offsetting transaction, they may subsequently enter into a new forward contract to sell the foreign
currency. Should forward prices decline during the period between the funds` entering into a forward contract
for the sale of a foreign currency and the date they enter into an offsetting contract for the purchase of the
foreign currency, the funds will realize a gain to the extent the price of the currency they have agreed to sell
exceeds the price of the currency they have agreed to purchase. Should forward prices increase, the funds will
suffer a loss to the extent the price of the currency they have agreed to purchase exceeds the price of the
currency they have agreed to sell.
The funds` dealing in forward foreign currency exchange contracts will generally be limited to the transactions
described above. However, the funds reserve the right to enter into forward foreign currency contracts for
different purposes and under different circumstances. Of course, the funds are not required to enter into
forward contracts with regard to their foreign currency-denominated securities and will not do so unless
deemed appropriate by T.
Rowe Price. It also should be realized that this method of hedging against a decline in
the value of a currency does not eliminate fluctuations in the underlying prices of the securities. It simply
establishes a rate of exchange at a future date. Additionally, although such contracts tend to minimize the risk of
loss due to a decline in the value of the hedged currency, at the same time, they tend to limit any potential gain
which might result from an increase in the value of that currency.
Although the funds value their assets daily in terms of U.S. dollars, they do not intend to convert their holdings
of foreign currencies into U.S. dollars on a daily basis. They will do so from time to time, and there are costs
associated with currency conversion. Although foreign exchange dealers do not charge a fee for conversion, they
do realize a profit based on the difference between the prices at which they are buying and selling various
currencies. Thus, a dealer may offer to sell a foreign currency to the funds at one rate, while offering a lesser rate
of exchange should the funds desire to resell that currency to the dealer.
Federal Tax Treatment of Options, Futures Contracts, and Forward Foreign Exchange Contracts
The funds may enter into certain options, futures, forward foreign exchange contracts, and swaps, including
options and futures on currencies. Entering into such transactions can affect the timing and character of the
income and gains realized by the funds and the timing and character of fund distributions.
Such contracts which 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 distribute 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 straddle will be subject to deferral to the extent of any unrealized gain in an offsetting position. For
securities which were held for one year or less at inception of the straddle, the holding period may be deemed
not to begin until the straddle is terminated. If securities comprising a straddle have been held for more than
one year at inception of the straddle, losses on offsetting positions may be treated as entirely long-term capital
losses even if the offsetting positions have been held for less than one year. However, a fund may choose to
comply with certain identification requirements for offsetting positions that are components of a straddle. Losses
with respect to identified positions are not deferred, rather the basis of the identified position that offset the loss
position is increased.
In order for the funds to continue to qualify for federal income tax treatment as regulated investment
companies, at least 90% of their gross income for a taxable year must be derived from qualifying income, i.e.,
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. The funds have no current intention of investing in
options on securities, although they reserve the right to do so. Appropriate disclosure would be added to each
funds` prospectus and this Statement of Additional Information when and if the funds decide to invest in
options.
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 consisting of cash, U.S. government securities, other liquid
high-grade debt obligations, or other suitable cover as permitted by the SEC, having a value equal to the
fluctuating market value of the optioned securities or currencies. While such an option would be "covered" with
sufficient collateral to satisfy SEC prohibitions on issuing senior securities, this type of strategy would expose
the funds to the risks of writing uncovered options.
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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 the risk of having to purchase the security
subject to the option at a price higher than the exercise price of the option. As the price of a security could
appreciate substantially, the funds` loss could be significant.
The premium received is the market value of an option. The premium the funds will receive from writing a call
option will reflect, among other things, the current market price of the underlying security or currency, the
relationship of the exercise price to such market price, the historical price volatility of the underlying security or
currency, and the length of the option period. Once the decision to write a call option has been made, T.
Rowe
Price, in determining whether a particular call option should be written on a particular security or currency, will
consider the reasonableness of the anticipated premium and the likelihood that a liquid secondary market will
exist for those options. The premium received by the funds for writing covered call options will be recorded as a
liability of the funds. This liability will be adjusted daily to the option`s current market value, which will be the
latest sale price on its primary exchange at the time at which the net asset values per share of the funds are
computed (close of the 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
particular security or currency from their portfolios on which they have written a call option, or purchased a put
option, they will seek to effect a closing transaction prior to, or concurrently with, the sale of the security or
currency. There is, of course, no assurance that the funds will be able to effect such closing transactions at
favorable prices. If the funds cannot enter into such a transaction, they may be required to hold a security or
currency that they might otherwise have sold. When the funds write a covered call option, they run the risk of
not being able to participate in the appreciation of the underlying securities or currencies above the exercise
price, as well as the risk of being required to hold on to securities or currencies that are depreciating in value.
This could result in higher transaction costs. The funds will pay transaction costs in connection with the writing
of options to close out previously written options. Such transaction costs are normally higher than those
applicable to purchases and sales of portfolio securities.
Call options written by the funds will normally have expiration dates of less than nine months from the date
written. The exercise price of the options may be below, equal to, or above the current market values of the
underlying securities or currencies at the time the options are written. From time to time, the funds may
purchase an underlying security or currency for delivery in accordance with an exercise notice of a call option
assigned to it, rather than delivering such security or currency from their portfolios. In such cases, additional
costs may be incurred.
The funds will realize a profit or loss from a closing purchase transaction if the cost of the transaction is less or
more than the premium received from the writing of the option. Because increases in the market price of a call
option will generally reflect increases in the market price of the underlying security or currency, any loss
resulting from the repurchase of a call option is likely to be offset in whole or in part by appreciation of the
underlying security or currency owned by the funds.
The funds will not write a covered call option if, as a result, the aggregate market value of all portfolio securities
or currencies covering written call or put options exceeds 25% of the market value of the funds` total assets. In
calculating the 25% limit, the funds will offset the value of securities underlying purchased calls and puts on
identical securities or currencies with identical maturity dates.
Writing 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.
The funds would write put options 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
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. An example of such use of put options is provided next.
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
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currency. Such hedge protection is provided only during the life of the put option when the funds, as holder of
the put option, are able to sell the underlying security or currency at the put exercise price regardless of any
decline in the underlying security`s market price or currency`s exchange value. For example, a put option may
be purchased in order to protect unrealized appreciation of a security or currency where T.
Rowe Price deems it
desirable to continue to hold the security or currency because of tax considerations. The premium paid for the
put option and any transaction costs would reduce any capital gain otherwise available for distribution when the
security or currency is eventually sold.
The funds may also purchase put options at a time when they do not own the underlying security or currency.
By purchasing put options on a security or currency they do not own, the funds seek to benefit from a decline in
the market price of the underlying security or currency. If the put option is not sold when it has remaining
value and if the market price of the underlying security or currency remains equal to or greater than the exercise
price during the life of the put option, the funds will lose their entire investment in the put option. In order for
the purchase of a put option to be profitable, the market price of the underlying security or currency must
decline sufficiently below the exercise price to cover the premium and transaction costs, unless the put option is
sold in a closing sale transaction.
The funds will not commit more than 5% of total assets to premiums when purchasing put options. The
premium paid by the funds when purchasing a put option will be recorded as an asset of the funds in the
portfolio of investments. This asset will be adjusted daily to the option`s current market value, which will be the
latest sale price on its primary exchange at the time at which the net asset values per share of the funds are
computed (close of 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
currencies directly. This technique may also be useful to the funds in purchasing a large block of securities or
currencies that would be more difficult to acquire by direct market purchases. So long as the funds hold such a
call option, rather than the underlying security or currency itself, the funds are partially protected from any
unexpected decline in the market price of the underlying security or currency and in such event could allow the
call option to expire, incurring a loss only to the extent of the premium paid for the option.
The funds may also purchase call options on underlying securities or currencies they own in order to protect
unrealized gains on call options previously written by them. A call option would be purchased for this purpose
where tax considerations make it inadvisable to realize such gains through a closing purchase transaction. Call
options may also be purchased at times to avoid realizing losses.
The funds will not commit more than 5% of total assets to premiums when purchasing call and put options.
The premium paid by the funds when purchasing a call option will be recorded as an asset of the funds in the
portfolio of investments. This asset will be adjusted daily to the option`s current market value, which will be the
latest sale price on its primary exchange at the time at which the net asset values per share of the funds are
computed (close of 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 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 on the dealer from whom they purchased the option to perform if the
option were exercised. Failure by the dealer to do so would result in the loss of the premium paid by the funds
as well as loss of the expected benefit of the transaction.
Exchange-traded options generally have a continuous liquid market, while dealer options have none.
Consequently, the 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. Similarly, when the funds write a dealer option, 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 funds will be able to liquidate a dealer option at
a favorable price at any time prior to expiration. 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. For example, since the funds must maintain
a secured position with respect to any call option on a security they write, the funds may not sell the assets they
have segregated to secure the position while they are obligated under the option. This requirement may impair a
fund`s ability to sell portfolio securities or currencies at a time when such sale might be advantageous.
The staff of the SEC has taken the position that purchased dealer options and the assets used to secure the
written dealer options are illiquid securities. The 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 the formula exceeds the intrinsic
value of the option.
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.
Structured Investments
A
hybrid instrument will be a debt security, preferred stock, depository share, trust certificate, certificate of
deposit, or other evidence of indebtedness on which a portion of or all interest payments, and/or the principal
or stated amount payable at maturity, redemption, or retirement is determined by reference to prices, changes in
prices, or differences between prices of securities, currencies, intangibles, goods, articles, or commodities
(collectively
"underlying assets"
) or by another objective index, economic factor, or other measure, such as
interest rates, currency exchange rates, commodity indices, and securities indices (collectively
"benchmarks"
).
Thus, hybrid instruments may take a variety of forms, including, but not limited to, debt instruments with
interest or principal payments or redemption terms determined by reference to the value of a currency or
commodity or securities index at a future point in time, preferred stock with dividend rates determined by
reference to the value of a currency, or convertible securities with the conversion terms related to a particular
commodity.
Hybrid instruments can be an efficient means of creating exposure to a particular market, or segment of a
market, with the objective of enhancing total return. For example, the funds may wish to take advantage of
expected declines in interest rates in several European countries, but avoid the transaction costs associated with
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241
buying and currency-hedging the foreign bond positions. One solution would be to purchase a U.S. dollar-
denominated hybrid instrument whose redemption price is linked to the average three-year interest rate in a
designated group of countries. The redemption price formula would provide for payoffs of greater than par if
the average interest rate was lower than a specified level, and payoffs of less than par if rates were above the
specified level. Furthermore, the funds could limit the downside risk of the security by establishing a minimum
redemption price so that the principal paid at maturity could not be below a predetermined minimum level if
interest rates were to rise significantly. The purpose of this arrangement, known as a structured security with an
embedded put option, would be to give the funds the desired European bond exposure while avoiding currency
risk, limiting downside market risk, and lowering transaction costs. Of course, there is no guarantee that the
strategy will be successful, and the funds could lose money if, for example, interest rates do not move as
anticipated or credit problems develop with the issuer of the hybrid instruments.
The risks of investing in hybrid instruments reflect a combination of the risks of investing in securities, options,
futures, and currencies. Thus, an investment in a hybrid instrument may entail significant risks that are not
associated with a similar investment in a traditional debt instrument that has a fixed principal amount, is
denominated in U.S. dollars, or bears interest either at a fixed rate or a floating rate determined by reference to a
common, nationally published benchmark. The risks of a particular hybrid instrument will, of course, depend
upon the terms of the instrument, but may include, without limitation, the possibility of significant changes in
the benchmarks or the prices of underlying assets to which the instrument is linked. Such risks generally
depend upon factors which are unrelated to the operations or credit quality of the issuer of the hybrid
instrument and which may not be readily foreseen by the purchaser, such as economic and political events, the
supply of and demand for the underlying assets, and interest rate movements. In recent years, various
benchmarks and prices for underlying assets have been highly volatile, and such volatility may be expected in
the future. Reference is also made to the discussion of futures, options, and forward contracts herein for a
discussion of the risks associated with such investments.
Hybrid instruments are potentially more volatile and
can
carry greater market risks than traditional debt
instruments. Depending on the structure of the particular hybrid instrument, changes in a benchmark may be
magnified by the terms of the hybrid instrument and have an even more dramatic and substantial effect upon
the value of the hybrid instrument. Also, the prices of the hybrid instrument and the benchmark or underlying
asset may not move in the same direction or at the same time.
Hybrid instruments may bear interest or pay preferred dividends at below market (or even relatively nominal)
rates. Alternatively, hybrid instruments may bear interest at above market rates but bear an increased risk of
principal loss (or gain). The latter scenario may result if "leverage" is used to structure the hybrid instrument.
Leverage risk occurs when the hybrid instrument is structured so that a given change in a benchmark or
underlying asset is multiplied to produce a greater value change in the hybrid instrument, thereby magnifying
the risk of loss as well as the potential for gain.
Hybrid instruments may also carry liquidity risk since the instruments are often "customized" to meet the
portfolio needs of a particular investor, and therefore, the number of investors that are willing and able to buy
such instruments in the secondary market may be smaller than that for more traditional debt securities. In
addition, because the purchase and sale of hybrid instruments could take place in an over-the-counter market
without the guarantee of a central clearing organization or in a transaction between the fund and the issuer of
the hybrid instrument, the creditworthiness of the counterparty or issuer of the hybrid instrument would be an
additional risk factor which the funds would have to consider and monitor. Hybrid instruments also may not be
subject to regulation by the Commodities Futures Trading Commission (
"CFTC"
), which generally regulates
the trading of commodity futures by U.S. persons, the SEC, which regulates the offer and sale of securities by
and to U.S. persons, or any other governmental regulatory authority.
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 ("
swap options
") on the types of swaps listed above
as well as swap forwards
.
Swap agreements are 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 swap option 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 swap options.
A swap forward is an agreement to enter into a
swap agreement at some point in the future, usually 3 to 6 months forwarded.
One example of the use of swaps within the funds may be 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 swap options 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 default swap is a bilateral
contract that enables an investor to buy or sell protection against a defined-issuer credit event. The seller of s
may enhance income by selling protection or protect credit risk by buying protection. Market supply and
demand factors may cause distortions between the cash securities market and the default swap market.
Most swap agreements entered into by the funds would calculate the obligations of the parties to the agreement
on a "net basis." Consequently, the funds` current obligations (or rights) under a swap agreement will generally
be equal only to the net amount to be paid or received under the agreement based on the relative values of the
positions held by each party to the agreement (the "net amount"). The funds` current obligations under a net
swap agreement will be accrued daily (offset against any amounts owed to the funds) and any accrued but
unpaid net amounts owed to a swap counterparty will be covered by assets determined to be liquid by T.
Rowe
Price.
The use of swap agreements by the funds entails certain risks. Interest rate and currency swaps could result in
losses if interest rate or currency changes are not correctly anticipated by the funds. Total return swaps could
result in losses if the reference index, security, or investments do not perform as anticipated by the funds. Credit
default swaps could result in losses if the funds do not correctly evaluate the creditworthiness of the company
on which the credit default swap is based.
The funds will generally incur a greater degree of risk when it writes a swap option than when it purchases a
swap option. When the funds purchase a swap option 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 swap option they
will become obligated, upon exercise of the option, according to the terms of the underlying agreement.
Because swaps are two-party contracts and because they may have terms of greater than seven days, swap
agreements may be considered to be illiquid. Moreover, the funds bear the risk of loss of the amount expected
to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement
counterparty. The funds will enter into swap agreements only with counterparties that meet certain standards of
creditworthiness. The swaps market is
largely unregulated. It is possible that developments in the swaps market,
including potential government regulation, could adversely affect the funds` ability to terminate existing swap
agreements or to realize amounts to be received under such agreements.
There are, 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.
Interest Rate Transactions
Interest rate transactions, such as interest rate swaps and the purchase or sale of interest rate caps and floors,
may be used to preserve a return or spread on a particular investment or portion of a portfolio, to create
synthetic securities, or to structure transactions designed for other purposes.
Interest rate swaps involve the exchange by the funds with third parties of their respective commitments to pay
or receive interest, e.g., an exchange of floating-rate payments for fixed-rate payments. The purchase of an
interest rate cap entitles the purchaser, to the extent that a specified index exceeds a predetermined interest rate,
to receive payments of interest on a contractually based principal amount from the party selling the interest rate
cap. The purchase of an interest rate floor entitles the purchaser, to the extent that a specified index falls below a
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243
predetermined interest rate, to receive payments of interest on a contractually based principal amount from the
party selling the interest rate floor. In circumstances in which T.
Rowe Price anticipates that interest rates will
decline, the funds might, for example, enter into an interest rate swap as the floating rate payor. In the case
where the funds purchase such an interest rate swap, if the floating rate payments fell below the level of the
fixed-rate payment set in the swap agreement, the funds` counterparties would pay the funds` amounts equal to
interest computed at the difference between the fixed and floating rates over the national principal amount.
Such payments would offset or partially offset the decrease in the payments the funds would receive in respect
of floating-rate assets being hedged. In the case of purchasing an interest rate floor, if interest rates declined
below the floor rate, the funds would receive payments from the counterparties which would wholly or partially
offset the decrease in the payments they would receive in respect of the financial instruments being hedged.
The funds will usually enter into interest rate swaps on a net basis, i.e., the two payment streams are netted out,
with the funds receiving or paying, as the case may be, only the net amount of the two payments. The net
amount of the excess, if any, of the funds` obligations over its entitlements with respect to each interest rate
swap will be accrued on a daily basis and an amount of cash or high-quality liquid securities having an
aggregate net asset value at least equal to the accrued excess will be maintained in an account by the funds`
custodian. If the funds enter into an interest rate swap on other than a net basis, the funds would maintain an
account in the full amount accrued on a daily basis of the funds` obligations with respect to the swap. To the
extent the funds sell (i.e., write) caps and floors, they will maintain in an account cash or high-quality liquid
debt securities having an aggregate net asset value at least equal to the full amount, accrued on a daily basis, of
the funds` obligations with respect to any caps or floors. The funds will not enter into any interest rate swap,
cap, or floor transaction unless the unsecured senior debt or the claims-paying ability of the counterparty
thereto is rated at least A by S&P. T.
Rowe Price will monitor the creditworthiness of counterparties on an
ongoing basis. If there is a default by the other parties to such a transaction, the funds will have contractual
remedies pursuant to the agreements related to the transaction.
The swap market has grown substantially in recent years with a large number of banks and investment banking
firms acting both as principals and as agents utilizing standardized swap documentation. T.
Rowe Price has
determined that, as a result, the swap market has become relatively liquid. The funds may enter into interest
rate swaps only with respect to positions held in their portfolios. Interest rate swaps do not involve the delivery
of securities or other underlying assets or principal. Accordingly, the risk of loss with respect to interest rate
swaps is limited to the net amount of interest payments that the funds are contractually obligated to make. If the
other parties to interest rate swaps default, the funds` risk of loss consists of the net amount of interest payments
that the funds are contractually entitled to receive. Since interest rate swaps are individually negotiated, the
funds expect to achieve an acceptable degree of correlation between their right to receive interest on loan
interests and their right and obligation to receive and pay interest pursuant to interest rate swaps.
The aggregate purchase price of caps and floors held by the funds may not exceed 10% of total assets. The funds
may sell (i.e., write) caps and floors without limitation, subject to the account coverage requirement described
above.
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. 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 obtain the securities within such period of time that coincides with the
normal settlement period for purchases and sales of such securities in the respective markets. The funds will not
have the right to vote on securities while they are being lent, but they may call a loan in anticipation of any
important vote, when practical. The risks in lending portfolio securities, as with other extensions of secured
credit, consist of a possible default by the borrower, delay in receiving additional collateral or in the recovery of
the securities, or possible loss of rights in the collateral, should the borrower fail financially. Loans will be made
only 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 loans are set at an interest rate between the rates charged on overnight repurchase agreements
and short-term bank loans. All loans are subject to numerous conditions designed to ensure fair and equitable
treatment of all participating funds. The program is subject to the oversight and periodic review of the Boards of
Price Funds.
Repurchase Agreements
The funds may enter into a repurchase agreement through which an investor (such as the funds) purchases
securities (known as the
"underlying security"
) from well-established securities dealers or banks that are
members of the Federal Reserve System. Any such dealer or bank will be on T.
Rowe Price`s approved list. At
that time, the bank or securities dealer agrees to repurchase the underlying security at the same price, plus
specified interest. Repurchase agreements are generally for a short period of time, often less than a week.
Repurchase agreements, which do not provide for payment within seven days, will be treated as illiquid
securities. The funds will enter into repurchase agreements only where (1)
the underlying securities are of the
type (excluding maturity limitations) which the funds` investment guidelines would allow them to purchase
directly, (2)
the market value of the underlying security, including interest accrued, will be at all times equal to
or exceed the value of the repurchase agreement, and (3)
payment for the underlying security is made only
upon physical delivery or evidence of book-entry transfer to the account of the custodian or a bank acting as
agent. In the event of a bankruptcy or other default of a seller of a repurchase agreement, the funds could
experience both delays in liquidating the underlying security and losses, including: (a)
possible decline in the
value of the underlying security during the period while the funds seek to enforce their rights thereto;
(b)
possible subnormal levels of income and lack of access to income during this period; and (c)
expenses of
enforcing their rights.
Reverse Repurchase Agreements
Although the funds have no current intention of engaging in reverse repurchase agreements, they reserve the
right to do so. Reverse repurchase agreements are ordinary repurchase agreements in which a fund is the seller
of, rather than the investor in, securities and agrees to repurchase them at an agreed upon time and price. Use of
a reverse repurchase agreement may be preferable to a regular sale and later repurchase of the securities 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.
Both funds 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 95% of its total assets in prime money market instruments
receiving the highest credit rating.
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245
GRF and RIF provide a very efficient means of managing 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 it
is 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 and Institutional High Yield Funds
Short Sales
The funds may make short sales for hedging purposes to protect them against companies whose credit is
deteriorating. Short sales are transactions in which the funds sell a security they do not own in anticipation of a
decline in the market value of that security. The funds` short sales would be limited to situations where the
funds own a debt security of a company and would sell short the common or preferred stock or another debt
security at a different level of the capital structure of the same company. No securities will be sold short if, after
the effect is given to any such short sale, the total market value of all securities sold short would exceed 2% of
the value of the funds` net assets.
To complete a short-sale transaction, the funds must borrow the security to make delivery to the buyer. The
funds then are obligated to replace the security borrowed by purchasing it at the market price at the time of
replacement. The price at such time may be more or less than the price at which the security was sold by the
fund. Until the security is replaced, the funds are required to pay to the lender amounts equal to any dividends
or interest which accrue during the period of the loan. To borrow the security, the funds also may be required
to pay a premium, which would increase the cost of the security sold. The proceeds of the short sale will be
retained by the broker, to the extent necessary to meet margin requirements, until the short position is closed
out.
Until the funds replace a borrowed security in connection with a short sale, the funds will: (a)
maintain daily a
segregated account, containing cash, U.S. government securities, or other suitable cover as permitted by the
SEC, at such a level that (i)
the amount deposited in the account plus the amount deposited with the broker as
collateral will equal the current value of the security sold short and (ii)
the amount deposited in the segregated
account plus the amount deposited with the broker as collateral will not be less than the market value of the
security at the time it was sold short; or (b)
otherwise cover its short position.
The funds will incur a loss as a result of the short sale if the price of the security sold short increases between
the date of the short sale and the date on which the funds replace the borrowed security. The funds will realize a
gain if the security sold short declines in price between those dates. This result is the opposite of what one
would expect from a cash purchase of a long position in a security. The amount of any gain will be decreased,
and the amount of any loss increased, by the amount of any premium, dividends, or interest the funds may be
required to pay in connection with a short sale. Any gain or loss on the security sold short would be separate
from a gain or loss on the funds` security being hedged by the short sale.
The Taxpayer Relief Act of 1997 requires a mutual fund to recognize gain upon entering into a constructive sale
of stock, a partnership interest, or certain debt positions occurring after June 8, 1997. A constructive sale is
deemed to occur if the funds enter into a short sale, an offsetting notional principal contract, or a futures or
forward contract which is substantially identical to the appreciated position. Some of the transactions in which
the funds are permitted to invest may cause certain appreciated positions in securities held by the funds to
qualify as a "constructive sale," in which case it would be treated as sold and the resulting gain subjected to tax
or, in the case of a mutual fund, distributed to shareholders. If this were to occur, 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.
SPECIAL CONSIDERATIONS (SPECTRUM AND RETIREMENT FUNDS)
Prospective investors should consider that certain underlying Price funds may engage in the following:
Foreign Currency Transactions
Enter into foreign currency transactions. Since investments in foreign companies
will usually involve currencies of foreign countries, and the international funds, as well as certain other
underlying Price funds, will hold funds in bank deposits in foreign custodians during the completion of
investment programs, the value of the assets of the underlying Price funds as measured in U.S. dollars may be
affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control
regulations, and these underlying Price funds may incur costs in connection with conversions between various
currencies. The underlying Price funds will generally conduct their foreign currency exchange transactions
either on a spot (i.e., cash) basis at the prevailing rate in the foreign currency exchange market, or through
entering into forward contracts to purchase or sell foreign currencies. The underlying Price funds will generally
not enter into a forward contract with a term of greater than one year. Although foreign currency transactions
will be used primarily to protect the underlying Price funds from adverse currency movements, they also involve
the risk that anticipated currency movements will not be accurately predicted.
Lending Portfolio Securities
Lend portfolio securities for the purpose of realizing additional income. The
underlying Price funds may lend securities to broker-dealers or institutional investors. Any such loan will be
continuously secured by collateral at least equal to the value of the security loaned. Such lending could result in
delays in receiving additional collateral or in the recovery of the securities or possible loss of rights in the
collateral should the borrower fail financially.
Futures Contracts and Options (types of potentially high-risk derivatives)
Enter into interest rate, stock index, or
currency futures contracts. Certain underlying Price funds may enter into such contracts (or options thereon),
or a combination of such contracts, (1)
as a hedge against changes in prevailing levels of interest rates, price
movements, or currency exchange rates in the underlying Price funds` portfolios in order to establish more
definitely the effective return on securities or currencies held or intended to be acquired by such underlying
Price funds; (2)
as an efficient means of adjusting the underlying Price funds` exposure to the markets; or (3)
to
adjust the duration of the underlying Price funds` portfolios. Initial margin deposits and premiums on options
used for non-hedging purposes will not equal more than 5% of each underlying Price fund`s net asset value.
Certain underlying Price funds may also purchase and sell call and put options on securities, currencies, and
financial and stock indices. The aggregate market value of each fund`s currencies or portfolio securities covering
call or put options will not exceed 25% of the net assets. Futures contracts and options can be highly volatile
and could result in reduction of underlying Price funds` total returns, and the underlying Price funds` attempt to
use such investments for hedging purposes may not be successful.
INVESTMENT RESTRICTIONS
Fundamental policies may not be changed without the approval of the lesser of (1)
67% of the funds` shares
present at a meeting of shareholders if the holders of more than 50% of the outstanding shares are present in
person or by proxy or (2)
more than 50% of the funds` outstanding shares. Other restrictions in the form of
operating policies are subject to change by the funds` Boards without shareholder approval. Any investment
restriction which involves a maximum percentage of securities or assets shall not be considered to be violated
unless an excess over the percentage occurs immediately after, and is caused by, an acquisition of securities or
assets of, or borrowings by, the funds. With the exception of the diversification test required by the Internal
Revenue Code (
"IRC"
), 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 IRC diversification test 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:
<R>
(a)
Borrowing (All funds except Spectrum Funds)
Borrow money
,
except that the funds may (i)
borrow
</R>
PAGE
247
<R>
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;
</R>
(b)
Borrowing
(Spectrum Funds)
Borrow money, except the funds may borrow from banks or other
Price Funds as a temporary measure for extraordinary or emergency purposes, and then only in amounts
not exceeding 30% of total assets valued at market. The funds will not borrow in order to increase
income (leveraging), but only to facilitate redemption requests which might otherwise require untimely
disposition of portfolio securities. Interest paid on any such borrowings will reduce net investment
income;
(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 securities;
(a)
Industry Concentration (All funds except Health Sciences, High Yield, International Bond,
International Equity Index, Financial Services, New Income, Prime Reserve, Real Estate, TRP Reserve
Investment, Retirement, Short-Term Bond,
Short-Term Income,
Spectrum, 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;
(b)
Industry Concentration (Financial Services, 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;
and (iii)
the Real Estate Fund will invest more than 25% of its total assets in the real estate industry as
defined in the fund`s prospectus;
(c)
Industry Concentration (High Yield, International Bond, New Income,
Short-Term Bond
, and Short-
Term Income
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;
(d)
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;
(e)
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;
<R>
(f)
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;
</R>
(a)
Loans (All funds except Retirement and Spectrum Funds)
Make loans, although the funds may
(i)
lend portfolio securities and participate in an interfund lending program with other Price Funds
provided that no such loan may be made if, as a result, the aggregate of such loans would exceed 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;
<R>
Percent Limit on Assets Invested in Any One Issuer (All funds except Emerging Europe & Mediterranean,
Emerging Markets Bond,
Institutional Concentrated Large-Cap Value,
Institutional Emerging Markets
Bond,
Institutional Large-Cap Growth,
International Bond,
Latin America, New Asia, Retirement,
Spectrum, and State Tax-Free Funds not including California Funds)
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;
</R>
<R>
Percent Limit on Share Ownership of Any One Issuer (All funds except Emerging Europe & Mediterranean,
Emerging Markets Bond,
Institutional Concentrated Large-Cap Value,
Institutional Emerging Markets
Bond,
Institutional Large-Cap Growth,
International Bond,
Latin America, New Asia, Retirement,
Spectrum, and State Tax-Free Funds not including California Funds)
Purchase a security if, as a result,
with respect to 75% of the value of the funds` total assets, more than 10% of the outstanding voting
securities of any issuer would be held by the funds (other than obligations issued or guaranteed by the
U.S. government, its agencies, or instrumentalities);
</R>
(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 (State Tax-Free 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.
PAGE
249
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.
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, equity securities of the Tax-
Efficient Funds, and Equity Funds except Developing Technologies, Global Technology, Media
& Telecommunications, New Era, and Science & Technology Funds. For Developing
Technologies, 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,
U.S. Bond Index,
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
Lehman Brothers Global Aggregate Bond Index (Lehman). For the Emerging Markets Bond,
GNMA, High Yield,
Institutional High Yield, 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 semiannual and annual reports. Annual changes by
MSCI/S&P or Lehman to their classifications will be implemented within 30 days after the
effective date of the change.
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.
The High Yield, New Income,
Short-Term Bond
, and Short-Term Income
Funds have no
current intention of concentrating their investments.
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 money borrowed exceeds 5% of total assets;
Control of Portfolio Companies
Invest in companies for the purpose of exercising management or control;
(a)
Equity Securities
(All Taxable Bond Funds, except High Yield, Institutional Core Plus, Institutional
High Yield, and New Income Funds)
Purchase any equity security or security convertible into an equity
security except as set forth in its prospectus and operating policy on investment companies;
PAGE
251
(b)
Equity Securities
(State Tax-Free 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 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)
in compliance with the 1940 Act and as set forth in a
fund`s prospectus; (ii)
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); (iii)
securities of the Institutional High
Yield Fund; (iv)
in the case of the Money Funds, only securities of other money market funds; (v)
in the
case of the State Tax-Free and Tax-Free Funds, only securities of other tax-free money market funds;
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 puts, calls, straddles,
spreads, or any combination thereof, except to the extent permitted by 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 and Institutional High Yield Funds)
Effect short sales of
securities;
(b)
Short Sales (High Yield and Institutional High Yield Funds)
Effect short sales of securities, other than
as set forth in the funds` prospectuses and this 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.
Blue Chip Growth, Capital Opportunity, Developing Technologies, 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 above 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.
International Funds
In addition to the restrictions described above, some foreign countries limit, or prohibit, all direct foreign
investment in the securities of their companies. However, 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 depository system allowed by federal law. In
addition, funds investing in municipal securities are authorized to maintain certain of their securities, in
particular, variable rate demand notes, in uncertificated form, in the proprietary deposit systems of various
dealers in municipal securities. State Street Bank`s main office is at 225
Franklin Street, Boston, Massachusetts
02110. State Street Bank maintains shares of the Retirement and Spectrum Funds in the book entry system of
the funds` transfer agent, T.
Rowe Price Services, Inc.
All funds that can invest in foreign securities have entered into a Custodian Agreement with JPMorgan Chase
Bank, London, pursuant to which portfolio securities which are purchased outside the United States are
maintained in the custody of various foreign branches of JPMorgan Chase Bank and such other custodians,
including foreign banks and foreign securities depositories as are approved in accordance with regulations
under the 1940 Act. The address for JPMorgan Chase Bank, London is Woolgate House, Coleman Street,
London, EC2P 2HD, England.
PAGE
253
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 which requires persons with access to investment information (
"Access Persons"
) to obtain prior
clearance before engaging in 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 10 days after the end of the calendar quarter. Aside from certain limited transactions involving securities
in certain issuers with high trading volumes, Access Persons are typically not permitted to effect transactions in
a security if: there are pending client orders in the security; the security has been purchased or sold by a client
within seven calendar days; the security is being considered for purchase for a client; a change has occurred in
T.
Rowe Price`s rating of the security within seven calendar days prior to the date of the proposed transaction; or
the security is subject to internal trading restrictions. In addition, Access Persons are prohibited from profiting
from short-term trading (e.g., purchases and sales involving the same security within 60 days). Any person
becoming an Access Person must file a statement of personal securities holdings within 10 days of this date. All
Access Persons are required to file an annual statement with respect to their personal securities holdings. Any
material violation of the Code of Ethics is reported to the Boards of the funds. The Boards also review the
administration of the Code of Ethics on an annual basis.
DISCLOSURE OF FUND PORTFOLIO INFORMATION
Each fund`s portfolio holdings are disclosed on a regular basis in its semiannual and annual reports to
shareholders as well as Form N-Q which is filed with the SEC within 60 days of its 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. This statement of additional information sets forth details of
that policy as well as the funds` policy on disclosing information about the funds` portfolios. In adopting the
policies, the Boards of the funds took into account the views of the equity, fixed income and/or international
steering committees of the funds` investment advisers on what information should be disclosed and when and to
whom it should be disclosed. The steering committees have oversight responsibilities for managing the T.
Rowe
Price funds. Each steering committee is comprised of senior investment management personnel of T.
Rowe Price
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. The Boards reviews the policies and procedures annually.
From time to time, officers of the funds, the funds` investment adviser or the funds` distributor (collectively
"T.
Rowe Price") may express their views orally or in writing on one or more of the funds` portfolio securities or
may state that the funds have recently purchased or sold one or more securities. Such views and statements may
be made to members of the press, shareholders in the funds, persons considering investing in the funds or
representatives of such shareholders or potential shareholders, such as fiduciaries of a 401(k) plan or a trust and
their advisers and rating and ranking organizations such as Lipper Inc. and Morningstar, Inc. The nature and
content of the views and statements provided to each of these persons may differ. The securities subject to these
views and statements may be ones that were 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, T.
Rowe Price 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. T.
Rowe Price may also provide oral or written information ("statistical information") about
various financial characteristics of the funds or their underlying portfolio securities including, but not limited to,
alpha, beta, R-squared, duration, maturity, information ratio, Sharpe ratio, earnings growth, payout ratio, price/
book value, projected earnings growth, return on equity, standard deviation, tracking error, weighted average
quality, market capitalization, percent debt to equity, price to cash flow, dividend yield or growth, default rate,
portfolio turnover, and risk and style characteristics. This portfolio commentary and statistical information
about the funds may be based on the funds` most recent quarter-end portfolio or on some other interim period
such as month-end. The portfolio commentary and statistical information may be provided to members of the
press, shareholders in the funds, persons considering investing in the funds or representatives of such
shareholders or potential shareholders, such as fiduciaries of a 401(k) plan or a trust and their advisers and
rating and ranking organizations. The content and nature of the information provided to each of these persons
may differ.
None of the persons described above will receive any of the information described above if, in the sole judgment
of T.
Rowe Price, 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.
T.
Rowe Price 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 T.
Rowe Price 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. T.
Rowe Price 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 below 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 T.
Rowe Price.
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 T.
Rowe Price believed was misusing the disclosed information.
Fund Service Providers
Service Provider
|
Service
|
PricewaterhouseCoopers LLP
|
Independent Registered Public
Accounting Firm
|
JPMorgan Chase, London
|
Custodian
|
State Street Bank
|
Custodian
|
ADP
|
Systems Vendor
|
Charles River
|
Systems Vendor
|
Citigroup
|
Systems Vendor
|
COR
Financial Solutions
|
Systems Vendor
|
DSTI
|
Systems Vendor
|
GCom
|
Systems Vendor
|
Institutional Shareholder Services
|
Systems Vendor
|
Interactive Data
|
Systems Vendor
|
Investor Tools, Inc.
|
Systems Vendor
|
Lehman Brothers
|
Systems Vendor
|
Merant
|
Systems Vendor
|
Macgregor
|
Systems Vendor
|
Mosiki
|
Systems Vendor
|
Omgeo LLC
|
Systems Vendor
|
Perot Systems
|
Systems Vendor
|
REMO
|
Systems Vendor
|
SmartStream Technologies
|
Systems Vendor
|
Vision
|
Systems Vendor
|
Wilshire
|
Systems Vendor
|
FT Interactive Data
|
Pricing Vendor
|
ITG, Inc.
|
Pricing Vender & Systems Vendor
|
JPMorgan Chase
|
Pricing Vendor
|
Reuters Fixed Income
|
Pricing Vendor
|
S&P/JJ Kenny
|
Pricing Vendor
|
Wall Street Concepts, Inc.
|
Pricing Vendor
|
PAGE
255
PRICING OF SECURITIES
Blended, Equity, Index Bond, Index Equity, International Bond, International Equity, State Tax-Free
Bond, Taxable Bond, and Tax-Free Bond Funds
Equity securities listed or regularly traded on a securities 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 original maturities of one
year or more are valued using prices furnished by dealers who make markets in such securities or by an
independent pricing service, which considers yield or price of bonds of comparable quality, coupon, maturity,
and type, as well as prices quoted by dealers who make markets in such securities.
Securities with original
maturities less than one year are valued at amortized cost in local currency, which approximates fair value when
combined with accrued interest.
State Tax-Free Money, Taxable Money, and Tax-Free Money Funds
Securities are valued at amortized cost.
Fund-of-Funds
The underlying Price funds held by each fund are valued at their closing net asset value per share on the day of
valuation.
Blended, Equity, International Bond, International Equity, and Spectrum International Funds
Trading in the portfolio securities of the funds, or underlying Price funds in the case of Spectrum International
Fund, may take place in various foreign markets on certain days (such as Saturday) when the funds or
underlying Price 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` or underlying
Price
funds` portfolio securities may not occur on days when the
funds are open.
The Japan Fund, one of the underlying Price funds in which the Spectrum International Fund can invest, is not
open on certain days when the Spectrum International Fund is open. On such days,
shares
of the Japan Fund
held by the Spectrum International Fund are valued in accordance with procedures adopted by the Board. These
procedures call for the Spectrum International Fund to direct that the net asset value for the Japan Fund be
calculated in the same manner and using the same system of procedures and controls as are used in the normal
daily calculation of the Japan Fund`s net asset value, except that securities are valued at the most recent yen-
denominated closing prices in the Japanese market (which may be one or more days previous to the valuation
date of the Spectrum International Fund).
All Price Funds Except Fund-of-Funds, State Tax-Free Money, Taxable Money, and Tax-Free Money
Funds
Investments in mutual funds are valued at the closing net asset value per share of the mutual fund on the day of
valuation. Purchased and written options are valued at the mean of the closing bid and asked prices. Options on
futures contracts are valued at the last sale prices. Foreign currency forward contracts are valued using the
prevailing forward exchange rate. Financial futures contracts are valued at closing settlement prices. Swap
agreements are valued using prices furnished by dealers who make markets in such securities
or by an
independent pricing service
.
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 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 dates of such transactions.
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 Committee, 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, other than the Japan Fund, is
calculated as of the close of trading on the New York Stock Exchange (
"NYSE"
) every day the NYSE is open for
trading. The net asset value per share of the Japan Fund is calculated as of the close of trading on the NYSE each
day the NYSE and the Tokyo Stock Exchange (
"TSE")
are both open. The NYSE is closed on the following days:
New Year`s Day, Dr. Martin Luther King, Jr. Holiday, Presidents` Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. The TSE is scheduled to be closed on the
following days in 2006: January 2, 3, and 9; February 11; March 21; April 29; May 3, 4, and 5; July 17;
September 18 and 23; October
9; November 3 and 23; and December 23 as well as the following days in 2007:
January 2, 3, and 8; February 11; March 21; April 29; May 3, 4, and 5; July 16; September
17 and 23; October
8; November 3 and 23; and December 23. If the TSE closes on dates not listed, the Japan Fund will not be
priced on those dates.
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, or in the case of the Japan Fund, either the NYSE or TSE is closed, (b)
during which trading on the
NYSE is restricted, (c)
during which an emergency exists as a result of which disposal by the funds of securities
owned by them is not reasonably practicable or it is not reasonably practicable for the funds fairly to determine
the value of their net assets, or (d)
during which a governmental body having jurisdiction over the funds may by
order permit such a suspension for the protection of the funds` shareholders, provided that applicable rules and
regulations of the SEC (or any succeeding governmental authority) shall govern as to whether the conditions
prescribed in (b), (c), or (d) exist.
PAGE
257
Money Funds
Maintenance of Money Funds` Net Asset Value per Share at $1.00
It is the policy of the funds to attempt to maintain a net asset value of $1.00 per share by using the amortized
cost method of valuation permitted by Rule 2a-7 under the 1940 Act. Under this method, securities are valued
by reference to the funds` acquisition costs as adjusted for amortization of premium or accumulation of
discount, rather than by reference to their market value. Under Rule 2a-7:
(a)
The Boards must establish written procedures reasonably designed, taking into account current market
conditions and the funds` investment objectives, to stabilize the funds` net asset value per share, as
computed for the purpose of distribution, redemption, and repurchase, at a single value;
(b)
The funds must (i)
maintain a dollar
weighted average portfolio maturity appropriate to their objective
of maintaining a stable price per share, (ii)
not purchase any instrument with a remaining maturity
greater than 397 days, and (iii)
maintain a dollar
weighted average portfolio maturity of 90 days or less;
(c)
The funds must limit their purchase of portfolio instruments, including repurchase agreements, to those
U.S. dollar-denominated instruments which the funds` Boards determine present minimal credit risks
and which are eligible securities as defined by Rule 2a-7; and
(d)
The Boards must determine that (i)
it is in the best interest of the funds and the shareholders to maintain
a stable net asset value per share under the amortized cost method; and (ii)
the funds will continue to
use the amortized cost method only so long as the Boards believe that it fairly reflects the market-based
net asset value per share.
Although the funds believe that they will be able to maintain their net asset value at $1.00 per share under most
conditions, there can be no absolute assurance that they will be able to do so on a continuous basis. If the funds`
net asset value per share declined, or was expected to decline, below $1.00 (rounded to the nearest one cent),
the Boards of the funds might temporarily reduce or suspend dividend payments in an effort to maintain the net
asset value at $1.00 per share. As a result of such reduction or suspension of dividends, an investor would
receive less income during a given period than if such a reduction or suspension had not taken place. Such
action could result in an investor receiving no dividend for the period during which he holds his shares and in
his receiving, upon redemption, a price per share lower than that which he paid. On the other hand, if the
funds` net asset value per share were to increase, or were anticipated to increase, above $1.00 (rounded to the
nearest one cent), the Boards of the funds might supplement dividends in an effort to maintain the net asset
value at $1.00 per share.
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.
TAX STATUS
The funds intend to qualify as "regulated investment companies" under Subchapter M of the Code.
In order to be subject 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 year within 12 months
after the end of the fiscal year. To avoid federal excise tax, the funds must declare dividends by December 31 of
each year equal to at least 98% of ordinary income (as of December 31) and capital gains (as of October 31) and
distribute such amounts prior to February 1 of the following calendar year. Shareholders are required to include
such distributions in their income for federal income tax purposes whether dividends and capital gain
distributions are paid in cash or in additional shares.
For individual shareholders, a portion of the funds` ordinary dividends representing "qualified dividend income"
may be subject to tax at the lower rate applicable to long-term capital gains, rather than ordinary income.
"Qualified dividend income" is comprised 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, 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 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 (except Global Stock Fund), 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 realize net capital gains up to the
amount of such losses without being required to pay taxes on, or distribute, such gains.
If, in any taxable year, a fund does not qualify as a regulated investment company under the Code: (1)
the fund
would be taxed at the normal corporate rates on the entire amount of its taxable income, if any, without a
deduction for dividends or other distributions to shareholders; (2)
the fund`s distributions, to the extent made
out of the fund`s current or accumulated earnings and profits, would be taxable to shareholders as ordinary
dividends regardless of whether they would otherwise have been considered capital gain dividends; (3)
the fund
may qualify for the 70% deduction for dividends received by corporations; and (4)
foreign tax credits would not
"pass through" to shareholders.
Taxation of Foreign Shareholders
The Code provides that dividends from ordinary income (which for this purpose, are deemed to include net
short-term capital gains and each shareholder`s pro-rata share of foreign taxes paid by the funds
see discussion
of "pass through" of the foreign tax credit to U.S. shareholders) will be subject to U.S. tax. For shareholders who
are not engaged in a business in the United States, this tax would be imposed at the rate of 30% upon the gross
PAGE
259
amount of the dividends in the absence of a Tax Treaty providing for a reduced rate or exemption from U.S.
taxation. The fund may designate a portion of its ordinary dividends as an "interest related dividend" or short-
term capital gain dividend. For such portion, the fund would generally not be required to withhold the 30% tax
applicable to foreign shareholders. However, the fund does not intend to elect to pass through the character of
such dividends.
Distributions to foreign shareholders of net long-term capital gains realized by the funds may be subject to U.S.
tax if the foreign shareholder is engaged in a U.S. business and the gains are connected with that business, or
the shareholder is a nonresident alien individual who was physically present in the United States during the tax
year for more than 182 days.
In addition, a fund which has 50% or more of the value of its assets in U.S. real
property interests may be required to withhold up to 35% of capital gain distributions to foreign shareholders,
to the extent attributable to gains from the sale or exchange by the fund of a U.S. real property interest, and
such foreign shareholder may be required to file a U.S. tax return. Such withholding is not required, however,
unless the foreign shareholder owns more than 5% of the fund`s shares at any time during the one-year period
ending on the date of such distributions (but ordinary dividend withholding rules as explained in the preceding
paragraph would apply to such distributions). If, however, the fund`s shares are not more than 50% owned by
U.S. persons, it may be required to withhold 10% of the proceeds on the sale of its shares by a foreign
shareholder. Such foreign shareholder would also be required to file a U.S. tax return.
Retirement and Spectrum Funds
Distributions by the underlying Price funds, redemptions of shares in the underlying Price funds, and changes
in asset allocations may result in taxable distributions of ordinary income or capital gains. In addition, the funds
will generally not be able to currently offset gains realized by one underlying Price fund in which the funds
invest against losses realized by another underlying Price fund. These factors could affect the amount, timing,
and character of distributions to shareholders.
State Tax-Free and Tax-Free Funds
The funds anticipate that substantially all of the dividends to be paid by each fund will be exempt from federal
income taxes. If any portion of the funds` dividends is not exempt from federal income taxes, you will receive a
Form 1099-DIV stating the taxable portion. 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 shares of
these funds. The income from such bonds may not be tax-exempt for such substantial users.
Foreign Taxes
Income received by the funds from sources within various foreign countries may be subject to foreign income
taxes withheld at the source. 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 foreign income taxes as 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 taxes paid by the
funds; (2)
treat their pro-rata share of foreign taxes paid by them; and (3)
either deduct their pro-rata share of
foreign 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 taxes may only be claimed by a shareholder
who itemizes deductions.
Foreign Currency Gains and Losses
Foreign currency gains and losses, including the portion of gain or loss on the sale of debt securities attributable
to foreign exchange rate fluctuations, are taxable as ordinary income. If the net effect of these transactions is a
gain, the ordinary income dividend paid by the funds will be increased. If the result is a loss, the ordinary
income dividend paid by the funds will be decreased, or, to the extent such dividend has already been paid, it
may be classified as a return of capital. Adjustments to reflect these gains and losses will be made at the end of
the funds` taxable year.
Passive Foreign Investment Companies
The funds may purchase the securities of certain foreign investment funds or trusts, called "passive foreign
investment companies," for U.S. tax purposes. Such foreign investment funds or trusts are the only or primary
way to invest in companies in certain countries. In addition to bearing their proportionate share of the funds`
expenses (management fees and operating expenses), shareholders will also indirectly bear similar expenses of
such foreign investment funds or trusts. Capital gains on the sale of such holdings are considered ordinary
income regardless of how long the funds held the investment. In addition, the funds may be subject to corporate
income tax and an interest charge on certain dividends and capital gains earned from these investments and
certain interest charges, regardless of whether such income and gains are distributed to shareholders.
To avoid such tax and interest, the funds intend to treat these securities as sold on the last day of their fiscal
years and recognize any gains for tax purposes at that time; deductions for losses are allowable only to the extent
of any gains resulting from these deemed sales for prior taxable years. Such gains and losses will be treated as
ordinary income 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.
CAPITAL STOCK (MARYLAND CORPORATIONS)
All funds except Capital Appreciation, Equity Income, GNMA, New America Growth, and State Tax-
Free Funds
All of the funds, other than those listed immediately above, are organized as Maryland corporations or series
thereof. The funds` Charters authorize the Boards to classify and reclassify any and all shares which are then
unissued, including unissued shares of capital stock into any number of classes or series; each class or series
consisting of such number of shares and having such designations, such powers, preferences, rights,
qualifications, limitations, and restrictions as shall be determined by the Boards subject to the 1940 Act and
other applicable law. The shares of any such additional classes or series might therefore differ from the shares of
the present class and series of capital stock and from each other as to preferences, conversions, or other rights,
voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption,
subject to applicable law, and might thus be superior or inferior to the capital stock or to other classes or series
in various characteristics. The Boards may increase or decrease the aggregate number of shares of stock or the
number of shares of stock of any class or series that the funds have authorized to issue without shareholder
approval.
Except to the extent that the funds` Boards might provide that holders of shares of a particular class are entitled
to vote as a class on specified matters presented for a vote of the holders of all shares entitled to vote on such
matters, there would be no right of class vote unless and to the extent that such a right might be construed to
exist under Maryland law. The directors have provided that as to any matter with respect to which a separate
vote of any class is required by the 1940 Act, such requirement as to a separate vote by that class shall apply in
lieu of any voting requirements established by the Maryland General Corporation Law. Otherwise, holders of
each class of capital stock are not entitled to vote as a class on any matter. Accordingly, the preferences, rights,
and other characteristics attaching to any class of shares might be altered or eliminated, or the class might be
combined with another class or classes, by action approved by the vote of the holders of a majority of all the
shares of all classes entitled to be voted on the proposal, without any additional right to vote as a class by the
holders of the capital stock or of another affected class or classes.
Shareholders are entitled to one vote for each full share held (and fractional votes for fractional shares held) and
will vote in the election of or removal of directors (to the extent hereinafter provided) and on other matters
submitted to the vote of shareholders. There will normally be no meetings of shareholders for the purpose of
electing directors unless and until such time as less than a majority of the directors holding office have been
elected by shareholders, at which time the directors then in office will call a shareholders` meeting for the
election of directors. Except as set forth above, the directors shall continue to hold office and may appoint
successor directors. Voting rights are not cumulative, so that the holders of more than 50% of the shares voting
PAGE
261
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 below have been established by the Boards under the Articles of Incorporation
of the indicated Corporations. Each series represents a separate pool of assets of the Corporations` shares and
has different objectives and investment policies. The Articles of Incorporation also provide that the Boards may
issue additional series of shares. Each share of each fund represents an equal proportionate share in that fund
with each other share and is entitled to such dividends and distributions of income belonging to that fund as are
declared by the directors. In the event of the liquidation of a fund, each share is entitled to a pro-rata share of
the net assets of that fund. Classes represent separate shares in the funds but share the same portfolios as the
indicated funds. Each fund is registered with the SEC under the 1940 Act as an open-end investment company,
commonly known as a
"mutual fund."
<R>
Maryland Corporations
|
T.
Rowe
Price Balanced Fund, Inc. (fund)
|
T.
Rowe
Price Blue Chip Growth Fund, Inc. (fund)
T.
Rowe
Price Blue Chip Growth Fund
Advisor Class (class)
T.
Rowe
Price Blue Chip Growth Fund
R Class (class)
|
T.
Rowe
Price Capital Opportunity Fund, Inc. (fund)
T.
Rowe
Price Capital Opportunity Fund
Advisor Class (class)
T.
Rowe
Price Capital Opportunity Fund
R Class (class)
|
T.
Rowe
Price Corporate Income Fund, Inc. (fund)
|
T.
Rowe
Price Developing Technologies 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 Fund
Advisor Class (class)
|
T.
Rowe
Price Financial Services Fund, Inc. (fund)
|
T.
Rowe
Price Global 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 Fund
Advisor Class (class)
T.
Rowe
Price Growth Stock Fund
R Class (class)
|
T.
Rowe
Price Health Sciences Fund, Inc. (fund)
|
T.
Rowe
Price High Yield Fund, Inc. (fund)
T.
Rowe
Price High Yield Fund
Advisor Class (class)
|
T.
Rowe
Price Index Trust, Inc. (corporation)
T.
Rowe
Price Equity Index 500 Fund (series)
T.
Rowe
Price Extended Equity Market Index Fund (series)
T.
Rowe
Price Total Equity Market Index Fund (series)
|
T.
Rowe
Price Inflation Protected Bond Fund, Inc. (fund)
|
T.
Rowe
Price Institutional Equity Funds, Inc. (corporation)
T.
Rowe
Price Institutional Concen
t
rated
Large-Cap Value Fund (series)
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 Income Funds, Inc. (corporation)
T.
Rowe
Price Institutional Core Plus Fund (series)
T.
Rowe
Price Institutional High Yield Fund (series)
|
T.
Rowe
Price Institutional International Funds, Inc. (corporation)
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 Equit
y Fund (series)
|
T.
Rowe
Price International Funds, Inc. (corporation)
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 Stock Fund (series)
T.
Rowe
Price Global Stock Fund
Advisor Class (class)
T.
Rowe
Price International Bond Fund (series)
T.
Rowe
Price International Bond Fund
Advisor Class (class)
T.
Rowe
Price International Discovery Fund (series)
T.
Rowe
Price International Growth & Income Fund (series)
T.
Rowe
Price International Growth & Income Fund
Advisor Class (class)
T.
Rowe
Price International Growth & Income Fund
R Class (class)
T.
Rowe
Price International Stock Fund (series)
T.
Rowe
Price International Stock Fund
Advisor Class (class)
T.
Rowe
Price International Stock Fund
R Class (class)
T.
Rowe
Price Japan Fund (series)
T.
Rowe
Price Latin America Fund (series)
T.
Rowe
Price New Asia Fund (series)
T.
Rowe Price
Overseas Stock
Fund (series)
|
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 Fund
Advisor Class (class)
T.
Rowe
Price Mid-Cap Growth Fund
R Class (class)
|
T.
Rowe
Price Mid-Cap Value Fund, Inc. (fund)
T.
Rowe
Price Mid-Cap Value Fund
Advisor Class (class)
T.
Rowe
Price Mid-Cap Value Fund
R Class (class)
|
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 Fund
Advisor Class (class)
T.
Rowe
Price New Income Fund
R 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 Fund
Advisor 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 2010 Fund (series)
T.
Rowe
Price Retirement 2010 Fund
Advisor Class (class)
T.
Rowe
Price Retirement 2010 Fund
R Class (class)
T.
Rowe
Price Retirement 2015 Fund (series)
T.
Rowe
Price Retirement 2020 Fund (series)
T.
Rowe
Price Retirement 2020 Fund
Advisor Class (class)
T.
Rowe
Price Retirement 2020 Fund
R Class (class)
T.
Rowe
Price Retirement 2025 Fund (series)
T.
Rowe
Price Retirement 2030 Fund (series)
T.
Rowe
Price Retirement 2030 Fund
Advisor Class (class)
T.
Rowe
Price Retirement 2030 Fund
R Class (class)
T.
Rowe
Price Retirement 2035 Fund (series)
T.
Rowe
Price Retirement 2040 Fund (series)
T.
Rowe
Price Retirement 2040 Fund
Advisor Class (class)
T.
Rowe
Price Retirement 2040 Fund
R Class (class)
T.
Rowe
Price Retirement 2045 Fund (series)
T.
Rowe
Price Retirement 2050 Fund (series)
T.
Rowe
Price Retirement 2050 Fund
Advisor Class (class)
T.
Rowe
Price Retirement 2050 Fund
R Class (class)
T.
Rowe
Price Retirement 2055 Fund (series)
T.
Rowe
Price Retirement Income Fund (series)
T.
Rowe
Price Retirement Income Fund
Advisor Class (class)
T.
Rowe
Price Retirement Income Fund
R Class (class)
|
T.
Rowe
Price Science & Technology Fund, Inc. (fund)
T.
Rowe
Price Science & Technology Fund
Advisor Class (class)
|
T.
Rowe
Price Short-Term Bond Fund, Inc. (fund)
T.
Rowe
Price Short-Term Bond Fund
Advisor 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 Fund
Advisor Class (class)
|
T.
Rowe
Price Small-Cap Value Fund, Inc. (fund)
T.
Rowe
Price Small-Cap Value Fund
Advisor Class (class)
|
T.
Rowe
Price Spectrum Fund, Inc. (corporation)
Spectrum Growth Fund (series)
Spectrum Income Fund (series)
Spectrum International Fund (series)
|
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 Balanced Fund (series)
T.
Rowe
Price Tax-Efficient Growth Fund (series)
T.
Rowe
Price Tax-Efficient Multi-Cap Growth 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 Fund
Advisor 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. 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 Fund
Advisor Class (class)
|
</R>
PAGE
263
Balanced Fund
On August 31, 1992, the T.
Rowe Price Balanced Fund acquired substantially all of the assets of the Axe-
Houghton Fund B, a series of Axe-Houghton Funds, Inc. As a result of this acquisition, the SEC requires that
the historical performance information of the Balanced Fund be based on the performance of Fund B. Therefore,
all performance information of the Balanced Fund prior to September 1, 1992, reflects the performance of Fund
B and investment managers other than T.
Rowe Price. Performance information after August 31, 1992, reflects
the combined assets of the Balanced Fund and Fund B.
Media & Telecommunications Fund
On July 28, 1997, the fund converted its status from a closed-end fund to an open-end mutual fund. Prior to
the conversion the fund was known as New Age Media Fund, Inc.
Small-Cap Stock Fund
Effective May 1, 1997, the fund`s name was changed from the T.
Rowe Price OTC Fund to the T.
Rowe Price
Small-Cap Stock Fund.
Equity Index 500 Fund
Effective January 30, 1998, the fund`s name was changed from T.
Rowe Price Equity Index Fund to the T.
Rowe
Price Equity Index 500 Fund.
ORGANIZATION OF THE FUNDS (MASSACHUSETTS BUSINESS TRUSTS)
Capital Appreciation, Equity Income, GNMA, New America Growth, State Tax-Free Funds
For tax and business reasons, these funds were organized as Massachusetts business trusts. Each fund is
registered with the SEC under the 1940 Act as an open-end 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.
PAGE
265
Each share represents an equal proportionate beneficial interest in the funds. In the event of the liquidation of
the funds, each share is entitled to a pro-rata share of the net assets of the funds.
Shareholders are entitled to one vote for each full share held (and fractional votes for fractional shares held) and
will vote in the election of or removal of trustees (to the extent hereinafter provided) and on other matters
submitted to the vote of shareholders. There will normally be no meetings of shareholders for the purpose of
electing trustees unless and until such time as less than a majority of the trustees holding office have been
elected by shareholders, at which time the trustees then in office will call a shareholders` meeting for the election
of trustees. Pursuant to Section 16(c) of the 1940 Act, holders of record of not less than two-thirds of the
outstanding shares of the funds may remove a trustee by a vote cast in person or by proxy at a meeting called for
that purpose. Except as set forth above, the trustees shall continue to hold office and may appoint successor
trustees. Voting rights are not cumulative, so that the holders of more than 50% of the shares voting in the
election of trustees can, if they choose to do so, elect all the trustees of the Trusts, in which event the holders of
the remaining shares will be unable to elect any person as a trustee. No amendments may be made to the
Declaration of Trust without the affirmative vote of a majority of the outstanding shares of the Trusts.
Shares have no preemptive or conversion rights; the right of redemption and the privilege of exchange are
described in the prospectus. Shares are fully paid and nonassessable, except as set forth below. The Trusts may
be terminated (i)
upon the sale of their assets to another open-end management investment company, if
approved by the vote of the holders of two-thirds of the outstanding shares of the Trusts, or (ii)
upon
liquidation and distribution of the assets of the Trusts, if approved by the vote of the holders of a majority of the
outstanding shares of the Trusts. If not so terminated, the Trusts will continue indefinitely.
Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the
obligations of the funds. However, the Declaration of Trust disclaims shareholder liability for acts or obligations
of the funds and requires that notice of such disclaimer be given in each agreement, obligation, or instrument
entered into or executed by the funds or trustees. The Declaration of Trust provides for indemnification from
fund property for all losses and expenses of any shareholder held personally liable for the obligations of the
funds. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to
circumstances in which the funds themselves would be unable to meet their obligations, a possibility which
T.
Rowe Price believes is remote. Upon payment of any liability incurred by the funds, the 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 below have been established by the Boards under the Declaration of Trust of the
indicated trusts.
<R>
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 Fund
Advisor Class (class)
|
T.
Rowe
Price Equity Income Fund (fund)
T.
Rowe
Price Equity Income Fund
Advisor Class (class)
T.
Rowe
Price Equity Income Fund
R Class (class)
|
T.
Rowe
Price GNMA Fund (fund)
|
T.
Rowe
Price New America Growth Fund (fund)
T. Rowe Price New America Growth Fund
Advisor 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)
|
</R>
T.
ROWE PRICE PROXY VOTING
POLICIES AND PROCEDURES
On behalf of its clients, T.
Rowe Price analyzes the proxy statements of issuers whose stock is owned by the
investment companies that it sponsors and for which it serves as investment adviser.
Proxy Administration
The T.
Rowe Price Proxy Committee develops positions on all major corporate issues, creates guidelines, and
oversees the voting process. The Proxy Committee, composed of portfolio managers, investment operations
managers, and internal legal counsel, analyzes proxy policies based on whether they would adversely affect
shareholders` interests and make a company less attractive to own. In evaluating proxy policies each year, the
Proxy Committee relies upon our own fundamental research, independent proxy research provided by third
parties such as Institutional Shareholder Services (ISS) 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 chairperson of each fund`s Investment Advisory Committee is
responsible for deciding and voting on the proxy proposals of companies in his or her fund. 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
and the funds` Boards review T.
Rowe Price`s proxy voting process, policies, and voting records.
T.
Rowe Price has retained ISS, an expert in the proxy voting and corporate governance area, to provide proxy
advisory and voting services. These services include in-depth research, analysis, and voting recommendations as
well as vote execution, reporting, auditing, and consulting assistance for the handling of proxy voting
responsibility and corporate governance-related efforts. While the Proxy Committee relies upon ISS research in
establishing T.
Rowe Price`s voting guidelines
many of which are consistent with ISS positions
T.
Rowe Price
may deviate from ISS recommendations on general policy issues or 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 fund
shareholders. Practicalities and costs involved with international investing may make it impossible or
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
When determining whether to invest in a particular company, one of the key factors T.
Rowe Price considers is
the quality and depth of its management. As a result, T.
Rowe Price believes that recommendations of
management on most issues should be given weight in determining how proxy issues should be voted.
PAGE
267
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 withhold votes for outside
directors that do not meet certain criteria relating to their independence or their inability to dedicate sufficient
time to their board duties due to their commitments to other boards. We also withhold votes for inside directors
serving on compensation, nominating, and audit committees and for directors who miss more than one-fourth
of the scheduled board meetings. T.
Rowe Price supports shareholder 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. While we evaluate most plans on a case-by-case basis, T.
Rowe Price generally opposes compensation
packages that provide what we view as excessive awards to a few senior executives or that contain excessively
dilutive stock option plans. We base our review on criteria such as the costs associated with the plan, plan
features, burn rates which are excessive in relation to the company`s peers, dilution to shareholders, and
comparability to plans in the company`s peer group. We generally oppose plans that give a company the ability
to reprice options or to grant options at below market prices.
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, super
majority 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. We generally
support proposals to permit cumulative voting and those that seek to prevent potential acquirors from receiving
a takeover premium for their shares. When voting on corporate governance proposals, we will consider the
dilutive impact to shareholders and the effect on shareholder rights. 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 issues unless they have substantial
economic implications for the company`s business and operations that have not been adequately addressed by
management.
Monitoring and Resolving Conflicts of Interest
The Proxy Committee is also responsible for monitoring and resolving possible material conflicts between the
interests of T.
Rowe Price and those of its clients with respect to proxy voting. We believe that due to the client-
focused nature of our investment management business, the potential for conflicts of interest is relatively
infrequent. Nevertheless, we have adopted safeguards to ensure that our proxy voting is not influenced by
interests other than those of our clients. While membership on the Proxy Committee is diverse, it does not
include individuals whose primary duties relate to client relationship management, marketing, or sales. Since
our voting guidelines are predetermined by the Proxy Committee using recommendations from ISS, 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, and if a
material conflict of interest is found to exist, the vote is reviewed by the fund`s board. 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.
Retirement and Spectrum Funds
The 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.
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 Reserve 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 preparations to meet such obligations. These factors are all considered in determining
whether the commercial paper is rated P1, P2, or P3.
Standard & Poor`s 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
PAGE
269
channels of borrowing. Basic earnings and cash flow have an upward trend with allowance made for unusual
circumstances. Typically, the issuer`s industry is well established and the issuer has a strong position within the
industry. The reliability and quality of management are unquestioned. The relative strength or weakness of the
above factors determines whether the issuer`s commercial paper is rated A1, A2, or A3.
Fitch Ratings
Fitch 1
Highest grade
Commercial paper assigned this rating is regarded as having the strongest
degree of assurance for timely payment.
Fitch 2
Very good grade
Issues assigned this rating reflect an assurance
of timely payment only slightly less in degree than the strongest issues.
RATINGS OF CORPORATE AND MUNICIPAL DEBT SECURITIES
Moody`s Investors Service, Inc.
Aaa
Bonds rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and
are generally referred to as "gilt edge."
Aa
Bonds rated Aa are judged to be of high quality by all standards. Together with the Aaa group, they
comprise what are generally known as high-grade bonds.
A
Bonds rated A possess many favorable investment attributes and are to be considered as upper medium-grade
obligations.
Baa
Bonds rated Baa are considered as medium-grade obligations, i.e., they are neither highly protected nor
poorly secured. Interest payments and principal security appear adequate for the present, but certain protective
elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack
outstanding investment characteristics and in fact have speculative characteristics as well.
Ba
Bonds rated Ba are judged to have speculative elements: their futures cannot be considered as well assured.
Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position characterizes bonds in this class.
B
Bonds rated B generally lack the characteristics of a desirable investment. Assurance of interest and principal
payments or of maintenance of other terms of the contract over any long period of time may be small.
Caa
Bonds rated Caa are of poor standing. Such issues may be in default, or there may be present elements of
danger with respect to repayment of principal or payment of interest.
Ca
Bonds rated Ca represent obligations which are speculative in a high degree. Such issues are often in default
or have other marked shortcomings.
C
Bonds rated C represent the lowest rated and have extremely poor prospects of attaining investment standing.
Standard & Poor`s Corporation
AAA
This is the highest rating assigned by Standard & Poor`s to a debt obligation and indicates an extremely
strong capacity to pay principal and interest.
AA
Bonds rated AA also qualify as high-quality debt obligations. Capacity to pay principal and interest is very
strong.
A
Bonds rated A have a strong capacity to pay principal and interest, although they are somewhat more
susceptible to the adverse effects of changes in circumstances and economic conditions.
BBB
Bonds rated BBB are regarded as having an adequate capacity to pay principal and interest. Whereas they
normally exhibit adequate protection parameters, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity to pay principal and interest for bonds in this category than for
bonds in the A category.
BB, B, CCC, CC, C
Bonds rated BB, B, CCC, CC, and C are regarded on balance as predominantly speculative
with respect to the issuer`s capacity to pay interest and repay principal. BB indicates the lowest degree of
speculation and C the highest degree of speculation. While such bonds will likely have some quality and
protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse
conditions.
D
In default.
Fitch
Ratings
AAA
High grade, broadly marketable, suitable for investment by trustees and fiduciary institutions, and liable to
slight market fluctuation other than through changes in the money rate. The prime feature of an AAA bond is
the showing of earnings several times or many times interest requirements for such stability of applicable
interest that safety is beyond reasonable question whenever changes occur in conditions. Other features may
enter, such as wide margin of protection through collateral, security, or direct lien on specific property. Sinking
funds or voluntary reduction of debt by call or purchase are often factors, while guarantee or assumption by
parties other than the original debtor may influence the rating.
AA
Of safety virtually beyond question and readily salable. Their merits are not greatly unlike those of AAA
class, but a bond so rated may be junior, though of strong lien, or the margin of safety is less strikingly broad.
The issue may be the obligation of a small company, strongly secured, but influenced as to rating by the lesser
financial power of the enterprise and more local type of market.
A
Bonds rated A are considered to be investment grade and of high credit quality. The obligor`s ability to pay
interest and repay principal is considered to be strong but may be more vulnerable to adverse changes in
economic conditions and circumstances than bonds with higher ratings.
BBB
Bonds rated BBB are considered to be investment grade and of satisfactory credit quality. The obligor`s
ability to pay interest and repay principal is considered to be adequate. Adverse changes in economic conditions
and circumstances, however, are more likely to have adverse impact on these bonds and therefore impair timely
payment. The likelihood that the ratings of these bonds will fall below investment grade is higher than for bonds
with higher ratings.
BB, B, CCC, CC, and C
Bonds rated BB, B, CCC, CC, and C are regarded on balance as predominantly speculative
with respect to the issuer`s capacity to pay interest and repay principal in accordance with the terms of the
obligation for bond issues not in default. BB indicates the lowest degree of speculation and C the highest degree
of speculation. The rating takes into consideration special features of the issue, its relationship to other
obligations of the issuer, and the current and prospective financial condition and operating performance of the
issuer.
RATINGS OF MUNICIPAL NOTES AND VARIABLE RATE SECURITIES
Moody`s Investors Service, Inc.
VMIG1/MIG-1
the best quality.
VMIG2/MIG-2
high quality, with margins of
protection ample, though not so large as in the preceding group.
VMIG3/MIG-3
favorable quality, with all
security elements accounted for, but lacking the undeniable strength of the preceding grades. Market access for
refinancing, in particular, is likely to be less well established.
SG
adequate quality, but there is specific risk.
Standard & Poor`s Corporation
SP-1
very strong or strong capacity to pay principal and interest. Those issues
determined to possess overwhelming safety characteristics will be given a plus (+) designation.
SP-2
satisfactory
capacity to pay interest and principal.
SP-3
speculative capacity to pay principal and interest.
Fitch Ratings
F-1+
exceptionally strong credit quality, strongest degree of assurance for timely payment.
F-1
very
strong credit quality.
F-2
good credit quality, having a satisfactory degree of assurance for timely payment.
F-3
fair credit quality, assurance for timely payment is adequate, but adverse changes could cause the securities to
be rated below investment grade.
Redemptions in Kind
The funds have filed a notice of election under Rule 18f-1 of the 1940 Act. This permits the funds to effect
redemptions in kind and in cash as set forth in the funds` prospectuses.
In the unlikely event a shareholder were to receive an in-kind redemption of portfolio securities of the funds, it
would be the responsibility of the shareholder to dispose of the securities. The shareholder would be at risk that
PAGE
271
the value of the securities would decline prior to their sale, that it would be difficult to sell the securities, and
that brokerage fees could be incurred.
Issuance of Fund Shares for Securities
Transactions involving issuance of fund shares for securities or assets other than cash will be limited to (1)
bona
fide reorganizations; (2)
statutory mergers; or (3)
other acquisitions of portfolio securities that: (a)
meet the
investment 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.
PART C
OTHER INFORMATION
Item 2
3
. Exhibits
(a)(1)
Articles
of
Restatement of T.
Rowe Price International Funds, Inc., dated
August
6
, 2001
(electronically filed
with Amendment No.
70 dated February
27, 2004)
(a)(2)
Articles Supplementary of T.
Rowe Price International Funds, Inc., on behalf of T.
Rowe Price International
Stock Fund
R Class, T.
Rowe Price International Growth & Income Fund
Advisor Class, and T.
Rowe Price
International Growth & Income Fund
R Class, dated
September
5, 2002
(electronically filed with
Amendment No.
67 dated February
28, 2003
)
(a)(
3
)
Articles Supplementary of T.
Rowe Price International Funds, Inc.,
dated
May
11, 2004
(electronically filed
with Amendment No.
89 dated February
25, 2005)
(a)(4)
Articles Supplementary of T.
Rowe Price International Funds, Inc., dated February
7, 2006
(electronically
filed with Amendment No.
92 dated February
27, 2006)
<R>
(a)(5)
Articles Supplementary, dated
October 18
, 2006
</R>
(b)
By-Laws of Registrant, as amended
May
1, 1991, September
30, 1993, July 21, 1999,
February
5, 2003
,
April
21, 2004
, and February
8, 2005
(electronically filed with Amendment No.
91 dated February
2
4
,
2006)
(c)
See Article
FIFTH, Capital Stock, paragraphs (B)-(E) of the Articles of
Restatement, (electronically filed with
Amendment No. 70); and Article II, Shareholders, in its entirety, and Article VIII, Capital Stock, in its
entirety, of the Bylaws (electronically filed with Amendment No. 89)
(d)(1)
Investment Management Agreement between Registrant and Rowe Price-Fleming International, Inc., on
behalf of T.
Rowe Price International Bond Fund, dated May 1, 1990 (electronically filed with Amendment
No. 42 dated February 28, 1994)
(d)(2)
Investment Management Agreement between Registrant and Rowe Price-Fleming International, Inc., on
behalf of T.
Rowe Price International Stock Fund, dated May 1, 1990 (electronically filed with Amendment
No. 42 dated February 28, 1994)
(d)(3)
Investment Management Agreement between Registrant and Rowe Price-Fleming International, Inc., on
behalf of T.
Rowe Price International Discovery Fund, dated May 1, 1991 (electronically filed with
Amendment No. 42 dated February 28, 1994)
(d)(4)
Investment Management Agreement between Registrant and Rowe Price-Fleming International, Inc., on
behalf of T.
Rowe Price European Stock Fund, dated May 1, 1990 (electronically filed with Amendment
No.
42 dated February 28, 1994)
(d)(5)
Investment Management Agreement between Registrant and Rowe Price-Fleming International, Inc., on
behalf of T.
Rowe Price New Asia Fund, dated May 1, 1991 (electronically filed with Amendment No.
42
dated February 28, 1994)
(d)(
6
)
Investment Management Agreement between Registrant and Rowe Price-Fleming International, Inc., on
behalf of T.
Rowe Price Japan Fund, dated November 6, 1991 (electronically filed with Amendment No.
42
dated February 28, 1994)
(d)(
7
)
Investment Management Agreement between Registrant and Rowe Price-Fleming International, Inc., on
behalf of T.
Rowe Price Latin America Fund, dated November 3, 1993 (electronically filed with Amendment
No. 41 dated December 16, 1993)
(d)(
8
)
Investment Management Agreement between Registrant and Rowe Price-Fleming International, Inc., on
behalf of T.
Rowe Price Emerging Markets Bond Fund, dated November
2, 1994 (electronically filed with
Amendment
No.
44 dated December 22, 1994)
(d)(
9
)
Investment Management Agreement between Registrant and Rowe Price-Fleming International, Inc., on
behalf of T.
Rowe Price Emerging Markets Stock Fund, dated January
25, 1995 (electronically filed with
Amendment
No.
49 dated March 22, 1995)
PAGE
273
(d)(
10
)
Investment Management Agreement between Registrant and Rowe Price-Fleming International, Inc., on
behalf of T.
Rowe Price Global Stock Fund, dated November 1, 1995 (electronically filed with Amendment
No. 51 dated December 20, 1995)
(d)(
11
)
Investment Management Agreement between Registrant and Rowe Price-Fleming International, Inc., on
behalf of T.
Rowe Price International Growth & Income Fund, dated November 4, 1998 (electronically filed
with Amendment
No.
56 dated November 19, 1998)
(d)(
12
)
Investment Management Agreement between Registrant and T. Rowe Price International, Inc., on behalf of
T.
Rowe Price Emerging Europe & Mediterranean Fund, dated April 19, 2000 (electronically filed with
Amendment
No.
62 dated April 28, 2000)
(d)(
13
)
Investment Subadvisory Agreement between
T. Rowe Price International, Inc. and T. Rowe Price Global
Investment Services Limited
, on behalf of T.
Rowe Price International Discovery and T.
Rowe Price Japan
Funds, dated May 15, 2003
(electronically filed with Amendment No.
69 dated June 30, 2003)
(d)(14)
Amended Investment Management Agreement between Registrant and T.
Rowe Price Associates, Inc., dated
August
1, 2004
(electronically filed with Amendment No.
89 dated February
25, 2005)
<R>
(d)(15)
Investment Management Agreement between Registrant and
T.
Rowe Price
International, Inc., on behalf of
T.
Rowe Price
Overseas Stock
Fund, dated
October 18
, 2006
</R>
(e)
Underwriting Agreement between Registrant and T.
Rowe Price Investment Services, Inc., dated
May
1, 2003
(electronically filed with Amendment
No.
68 dated April
29, 2003)
(f)
Inapplicable
(g)
Custody Agreements
<R>
(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
,
Ju
ly
2
4,
2002
,
September
4, 2002,
July
23, 2003
,
October
22, 2003,
February
4, 2004
,
September 20, 2004
,
March
2
, 200
5,
April 19, 2006
,
July
19, 2006
, and October 18, 2006
</R>
<R>
(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, 200
3
, October
22, 2003,
September
20, 2004
,
December
1
4
, 2005
,
April
19, 2006
, and
October 18, 2006
</R>
(h)
Other Agreements
<R>
(h)(1)
Transfer Agency and Service Agreement between T.
Rowe Price Services, Inc. and T.
Rowe Price Funds,
dated
January 1, 200
6
, as amended
February 7, 2006
,
April 19, 2006
,
July
19, 2006
, and October 18, 2006
</R>
<R>
(h)(2)
Agreement between T.
Rowe Price Associates, Inc. and T.
Rowe Price Funds for Fund Accounting Services,
dated
January 1, 200
6
, as amended February
7, 2006
,
April 19, 2006
,
July
19, 2006
, and October 18, 2006
</R>
<R>
(h)(3)
Agreement between T.
Rowe Price Retirement Plan Services, Inc. and the
T.
Rowe Price
Funds, dated
January
1, 200
6
, as amended
April 19, 2006
,
July
19, 2006
, and October 18, 2006
</R>
(i)
Inapplicable
(j)
Other Opinions
<R>
(j)(1)
Consent of Independent
Registered Public Accounting Firm
</R>
(j)
(
2
)
Power of Attorney
(k)
Inapplicable
(l)
Inapplicable
(m)(1)
Rule 12b-1 Plan for T.
Rowe Price International Stock Fund
Advisor Class
dated
May
1, 2003
(electronically
filed with Amendment
No.
68 dated April
29, 2003)
(m)(2)
Rule 12b-1 Plan for T.
Rowe Price International Bond Fund
Advisor Class
dated
May
1, 2003
(electronically
filed with Amendment
No.
68 dated April
29, 2003)
(m)(3)
Rule 12b-1 Plan for T.
Rowe Price International Stock Fund
R Class dated
May
1, 2003
(electronically filed
with Amendment
No.
68 dated April
29, 2003)
(m)(4)
Rule 12b-1 Plan for T.
Rowe Price International
Growth & Income Fund
Advisor Class dated
May
1, 2003
(electronically filed with Amendment
No.
68 dated April
29, 2003)
(m)(5)
Rule 12b-1 Plan for T.
Rowe Price International
Growth & Income Fund
R
C
lass dated
May
1, 2003
(electronically filed with Amendment
No.
68 dated April
29, 2003)
(m)(6)
Rule 12b-1 Plan for T.
Rowe Price Global Stock Fund
Advisor Class dated
April
28
, 2006
(electronically
filed with Amendment No.
92 dated February
27, 2006)
(m)(7)
Form of Selling Agreement to be used by T.
Rowe Price Investment Services, Inc. (electronically filed with
Amendment No.
60 dated March
27, 2000)
(n)(1)
Rule 18f-3 Plan for T.
Rowe Price International Stock Fund
Advisor Class
dated February 9, 2000
(electronically filed with Amendment No. 60 dated March
27, 2000)
(n)(2)
Rule 18f-3 Plan for T.
Rowe Price International Bond Fund
Advisor Class
dated February 9, 2000
(electronically filed with Amendment No. 60 dated March
27, 2000)
(n)(3)
Rule 18f-3 Plan for T.
Rowe Price International Stock Fund
R Class dated July
24, 2002
(electronically filed
with Amendment No.
66 dated September 3, 2002)
(n)(4)
Rule 18f-3 Plan for T.
Rowe Price International Growth & Income Fund
Advisor Class
and R Class
dated
July
24, 2002
(electronically filed with Amendment No.
66 dated September 3, 2002)
(n)(5)
Rule 18f-3 Plan for T.
Rowe Price Global Stock Fund
Advisor Class dated
April
28
, 2006
(electronically filed
with Amendment No.
92 dated February
27, 2006)
(p)
Code of Ethics
and Conduct
, dated
February
1, 2005
Item 2
4
. Persons Controlled by or Under Common Control With Registrant
None
Item 2
5
. Indemnification
The Registrant maintains comprehensive Errors and Omissions and Officers and Directors insurance policies written
by
ICI Mutual. These policies provide coverage for T.
Rowe Price Associates, Inc. ("Manager"), and its subsidiaries and
affiliates as listed in Item 26 of this Registration Statement (with the exception of the T.
Rowe Price Associates
Foundation, Inc.), and all other investment companies in the T.
Rowe Price family of mutual funds. In addition to the
corporate insureds, the policies also cover the officers, directors, and employees of the Manager, its subsidiaries, and
affiliates. The premium is allocated among the named corporate insureds in accordance with the provisions of Rule
17d
1(d)(7) under the Investment Company Act of 1940.
General.
The Charter of the Corporation provides that to the fullest extent permitted by Maryland or federal law, no
director or officer of the Corporation shall be personally liable to the Corporation or the holders of Shares for money
damages and each director and officer shall be indemnified by the Corporation;
provided, however,
that nothing
therein shall be deemed to protect any director or officer of the Corporation against any liability to the Corporation of
the holders of Shares to which such director or officer would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
Article X, Section 10.01 of the Registrant`s By-Laws provides as follows:
Section 10.01.
Indemnification and Payment of Expenses in Advance
:
The Corporation shall indemnify any
individual ("Indemnitee") who is a present or former director, officer, employee, or agent of the Corporation, or who
is or has been serving at the request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, who, by reason of his position was, is, or is
PAGE
275
threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative (hereinafter collectively referred to as a "Proceeding") against any judgments,
penalties, fines, settlements, and reasonable expenses (including attorneys` fees) incurred by such Indemnitee in
connection with any Proceeding, to the fullest extent that such indemnification may be lawful under Maryland law.
The Corporation shall pay any reasonable expenses so incurred by such Indemnitee in defending a Proceeding in
advance of the final disposition thereof to the fullest extent that such advance payment may be lawful under Maryland
law. Subject to any applicable limitations and requirements set forth in the Corporation`s Articles of Incorporation and
in these By-Laws, any payment of indemnification or advance of expenses shall be made in accordance with the
procedures set forth in Maryland law.
Notwithstanding the foregoing, nothing herein shall protect or purport to protect any Indemnitee against any liability
to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office ("Disabling Conduct").
Anything in this Article X to the contrary notwithstanding, no indemnification shall be made by the Corporation to
any Indemnitee unless:
(a)
there is a final decision on the merits by a court or other body before whom the Proceeding was brought that
the Indemnitee was not liable by reason of Disabling Conduct; or
(b)
in the absence of such a decision, there is a reasonable determination, based upon a review of the facts, that
the Indemnitee was not liable by reason of Disabling Conduct, which determination shall be made by:
(i)
the vote of a majority of a quorum of directors who are neither "interested persons" of the Corporation
as defined in Section 2(a)(19) of the Investment Company Act, nor parties to the Proceeding; or
(ii)
an independent legal counsel in a written opinion.
Anything in this Article X to the contrary notwithstanding, any advance of expenses by the Corporation to any
Indemnitee shall be made only upon the undertaking by such Indemnitee to repay the advance unless it is ultimately
determined that such Indemnitee is entitled to indemnification as above provided, and only if one of the following
conditions is met:
(a)
the Indemnitee provides a security for his undertaking; or
(b)
the Corporation shall be insured against losses arising by reason of any lawful advances; or
(c)
there is a determination, based on a review of readily available facts, that there is reason to believe that the
Indemnitee will ultimately be found entitled to indemnification, which determination shall be made by:
(i)
a majority of a quorum of directors who are neither "interested persons" of the Corporation as defined
in Section 2(a)(19) of the Investment Company Act, nor parties to the Proceeding; or
(ii)
an independent legal counsel in a written opinion.
Section 10.02. Insurance of Officers, Directors, Employees, and Agents.
To the fullest extent permitted by
applicable Maryland law and by Section 17(h) of the Investment Company Act of 1940, as from time to time
amended, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director,
officer, employee, or agent of the Corporation, or who is or was serving at the request of the Corporation as a director,
officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any
liability asserted against him and incurred by him in or arising out of his position, whether or not the Corporation
would have the power to indemnify him against such liability.
Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers,
and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
Item 2
6
. Business and Other Connections of Investment Manager
T.
Rowe Price Group, Inc.
(
"Group"
) owns 100% of the stock of T.
Rowe Price Associates, Inc. Group was formed in
2000 as a holding company for the T.
Rowe Price affiliated companies.
T. Rowe Price Associates, Inc. (
"Price Associates"
), a
wholly
owned subsidiary of
Group
,
was incorporated in
Maryland
in
1947
. Price Associates
serves as investment adviser to individual and institutional investors, including
investment companies. Price Associates is registered as an investment adviser under the Investment Advisers Act of
1940.
T.
Rowe Price Savings Bank (
"Savings Bank"
), a wholly owned subsidiary of
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.
T.
Rowe Price International, Inc.
(
"T.
Rowe Price International"
)
,
a Maryland corporation, is
a wholly owned
subsidiary of TRP Finance, Inc.
T.
Rowe Price International
was incorporated in Maryland in
1979
and provides
investment counsel service with respect to foreign securities for institutional investors
. In addition to managing private
counsel client accounts, T.
Rowe Price International also sponsors and serves as adviser and subadviser to
U.S. and
foreign
registered investment companies which invest in foreign securities,
serves as general partner of T. Rowe Price
International Partners, Limited Partnership,
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 Investment Advisers Act of 1940, and is
also registered with the Financial Service
s
Authority (
"
FSA
"
) in the United Kingdom
, the Monetary Authority of
Singapore ("
MAS
"),
and the Securities and Futures Commission of Hong Kong
("
SFC
")
.
T.
Rowe Price Global Investment Services Limited
(
"
Global Investment Services"
)
,
is a U.K.
c
orporation,
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 an
investment manager, with primary responsibility for marketing
and client servicing for non-U.S. clients. Global Investment Services delegates investment management responsibilities
to Price Associates or T.
Rowe Price International. Global Investment Services also acts as sponsor, investment
manager
,
and primary distributor of the TRP Funds SICAV. 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
is a registered investment adviser with the
FSA
and
provide
s
investment management services to Japanese investment trusts and investors in Japan pursuant to one or more
delegation agreements entered into between Daiwa SB Investments, Ltd. and Global Asset Management, or non-U.S.
registered collective investment schemes and Global Asset Management. Global Asset Management is an SEC
registered investment adviser under the Investment Advisers Act of 1940.
T.
Rowe Price Investment Services, Inc. (
"Investment Services"
), a wholly owned subsidiary of
Price Associates
, was
incorporated in Maryland in 1980 for the specific purpose of acting as principal underwriter and distributor for the
registered investment companies which
Price Associates
and T.
Rowe Price International
sponsor
and serve
as
investment adviser (the
"Price Funds"
). Investment Services also serves as distributor for any proprietary variable
annuity products. Investment Services is registered as a broker-dealer under the Securities Exchange Act of 1934 and
is a member of the National Association of Securities Dealers, Inc. In 1984, Investment Services expanded its activities
to include a brokerage service.
T.
Rowe Price Associates Foundation, Inc. (the
"Foundation"
)
was incorporated in 1981 (and is not a subsidiary of
Price Associates
). The Foundation`s overall objective is to improve the quality of life in the community at large by
making charitable contributions to nonprofit organizations benefiting education, arts and culture, civic and
community, and human services interests. In addition to grant making, the Foundation also has a very generous
matching gift program whereby contributions
and volunteer service
T. Rowe Price
employees
give
to qualifying
organizations of their choice are matched according to established guidelines.
PAGE
277
T.
Rowe Price Services, Inc. (
"Price Services"
), a wholly owned subsidiary of
Price Associates
, was incorporated in
Maryland in 1982 and is registered as a transfer agent under the Securities Exchange Act of 1934. Price Services
provides transfer agent, dividend disbursing, and certain other services, including
accounting and
shareholder
services, to the Price Funds
, and also provides accounting services to certain affiliates of Price Associates
.
T.
Rowe Price Retirement Plan Services, Inc. (
"RPS"
), a wholly owned subsidiary of
Price Associates
, was
incorporated in Maryland in 1991 and is registered as a transfer agent under the Securities Exchange Act of 1934. RPS
provides administrative, 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
Maryland
chartered limited-service trust company
for the purpose of providing fiduciary services. The
Trust Company serves as trustee and/or custodian of certain qualified and non
qualified employee benefit plans,
individual retirement accounts, and common trust funds.
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 Threshold Fund Associates, Inc., a wholly owned subsidiary of
Price Associates
, was incorporated in
Maryland in 1994 and serves as the general partner of T.
Rowe Price Threshold Fund III, L.P., a Delaware limited
partnership
organized in 1995 which
invests in private financings of
emerging growth companies
.
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
Advis
o
r,
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 SEC as a registered investment adviser under the Investment
Advisers Act of 1940.
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 1990
.
TRP Suburban
entered into agreements with McDonogh School and CMANE-McDonogh-Rowe
Limited Partnership to construct an office building in Owings Mills, Maryland, which currently houses
Price
Associates
i
nvestment 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 Suburban Third, Inc., a wholly owned Maryland subsidiary of
Price Associates
, was incorporated in 1999 to
primarily engage in the development and ownership of real property located in Colorado Springs, Colorado.
TRP Finance, Inc., a wholly owned subsidiary of
Price Associates
,
was incorporated in Delaware
in 1990 to manage
certain passive corporate investments and other intangible assets.
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.
Directors of T.
Rowe Price Group, Inc.
Listed below 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 managing director of Mid Atlantic, Ballantrae
International, Ltd., a management consulting firm; Aether Systems, Inc.,
an owner and manager of mortgage securities
and government agency investments
; 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 Association of
Business Economists. He currently serves on the Board of Trustees of the Virginia Retirement System. He also serves
on the board of directors of Owens & Minor, Inc., a medical/surgical supplies distributor; Albemarle Corporation, a
specialty chemicals producer; and Markel Corporation, a specialty insurer. Mr.
Broaddus` address is 4114 Hanover
Avenue, Richmond, Virginia 23221.
D
onald
B. H
ebb
, J
r
.,
Director of T.
Rowe Price Group, Inc. Mr.
Hebb is the managing general partner 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
retired as
dean of the Johns Hopkins
Bloomberg School of Public Health
in September 2005.
He continues to serve as a
professor of ophthalmology,
epidemiology, and international health
at this institution
; Director of
the
Academy for Educational Development and
of Becton Dickinson, a medical technology company; Chairman of the Expert Group on Health of the World
Economic Forum
`
s Global Governance Initiative and of the International Vitamin A Consultative Group Steering
Committee; and senior medical advisor for Helen Keller International. Dr.
Sommer
`
s address is 615
N.
Wolfe Street,
Room
E6527
, Baltimore, Maryland 21205.
D
wight
S. T
aylor
,
Director of T. Rowe Price Group, Inc. Mr. Taylor is president of Corporate Development Services,
LLC, a commercial real estate developer that is a subsidiary of Corporate Office Properties Trust, and director of
MICROS Systems, Inc., a provider of information technology for the hospitality and retail industry.
He also serves on
the Board of Maryland Chapter
and is on
the
National Board of the National Association of Industrial & Office
Properties
and the Johns Hopkins Bloomberg School of Public Health
.
Mr.
Taylor`s address is 8815 Centre Park Drive,
Suite 400, Columbia, Maryland 21045.
A
nne
M
arie
W
hittemore
,
Director of T.
Rowe Price Group, Inc. Mrs.
Whittemore is a partner of the law firm of
McGuire
Woods, L.L.P. and a Director of Owens & Minor, Inc. and Albemarle Corporation. Mrs. Whittemore`s
address is
One James Center, Richmond, Virginia 23219.
PAGE
279
T
he following
are
directors
or executive officers
of
Group
and/or the investment
managers
(Price Associates, T.
Rowe
Price International, Global Investment Services, or Global Asset Management)
:
Name
|
Company Name
|
Positio
n Held
With Company
|
Edward C. Bernard
|
T. Rowe Price Advisory Services, Inc.
|
Director
President
|
|
T. Rowe Price Associates, Inc.
|
Director
Vice President
|
|
T. Rowe Price
(Canada)
, Inc.
|
Director
|
|
T. Rowe Pric
e Global Asset Management Limited
|
Director
|
|
T. Rowe Price
Global Investment Services Limited
|
Director
|
|
T. Rowe Price Group, Inc.
|
Director
Vice President
|
|
T. Rowe Price Insurance Agency, Inc.
|
Director
President
|
|
T. Rowe Price Investment Services, Inc.
|
Chairman of the Board
Director
President
|
|
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
|
Calum Ferguson
|
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.
|
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
Vice President
|
|
T. Rowe Price Global Asset Management Limited
|
Director
|
|
T. Rowe Price Global Investment Services Limited
|
Director
|
|
T. Rowe Price Group, Inc.
|
Director
Vice President
|
|
T. Rowe Price International, Inc.
|
Director
|
|
T. Rowe Price Threshold Fund Associates, Inc.
|
Director
Vice President
|
James S. Mazarakis
|
T. Rowe Price Associates, Inc.
|
Vice President
|
|
T. Rowe Price Group, Inc.
|
Chief Technology Officer
Vice President
|
Kenneth V. Moreland
|
T. Rowe Price Associates, Inc.
|
Chief Financial Officer
|
|
T. Rowe Price Group, Inc.
|
Chief Financial Officer
Vice President
|
|
TRP Finance, Inc.
|
Director
President
|
|
TRP Suburban, Inc.
|
Director
President
|
|
TRP Suburban Second, Inc.
|
Director
President
|
|
TRP Suburban Third, Inc.
|
Director
President
|
Mary J. Miller
|
T. Rowe Price Associates, Inc.
|
Director
Vice President
|
|
T. Rowe Price Group, Inc.
|
Vice President
|
|
T. Rowe Price Recovery Fund II Associates, L.L.C.
|
Director
|
|
T. Rowe Price Trust Company
|
Director
|
George A. Roche
|
T. Rowe Price Associates, Inc.
|
Director
President
|
|
T. Rowe Price Group, Inc.
|
Chairman of the Board
Director
President
|
|
T. Rowe Price International, Inc.
|
Director
|
|
T. Rowe Price Retirement Plan Services, Inc.
|
Director
|
|
T. Rowe Price Threshold Fund Associates, Inc.
|
Director
Vice President
|
|
TRP Finance, Inc.
|
Chairman of the Board
Director
|
|
TRP Suburban, Inc.
|
Director
Vice President
|
|
TRP Suburban Second, Inc.
|
Director
Vice President
|
|
TRP Suburban Third, Inc.
|
Director
Vice President
|
Brian C. Rogers
|
T. Rowe Price Associates, Inc.
|
Chief Investment Officer
Director
Vice President
|
|
T. Rowe Price Group, Inc.
|
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 Retirement Plan Services, Inc.
|
Vice President
|
|
T. Rowe Price Trust Company
|
Vice President
|
|
TRPH Corporation
|
Director
President
|
David J.L. Warren
|
T. Rowe Price Associates, Inc.
|
Director
|
|
T. Rowe Price Group, Inc.
|
Vice President
|
|
T. Rowe Price Global Asset Management Ltd.
|
Director
|
|
T. Rowe Price Global Investment Services Ltd.
|
Director
|
|
T. Rowe Price International, Inc.
|
Chief Executive Officer
Director
President
|
PAGE
281
Certain directors and officers of
Group
and
Price Associates
are also officers and/or directors of one or more of the
Price Funds and/or one or more of the affiliated entities listed herein.
See also "Management of the Funds," in Registrant`s Statement of Additional Information.
Item 2
7
. Principal Underwriters
(a)
The principal underwriter for the Registrant is Investment Services. Investment Services acts as the principal
underwriter for the T.
Rowe Price family of mutual funds, including the following investment companies:
T.
Rowe Price Balanced Fund
, Inc.
|
T.
Rowe Price Blue Chip Growth Fund
, Inc.
|
T.
Rowe Price California Tax-Free Income
Trust
|
T.
Rowe Price Capital Appreciation Fund
|
T.
Rowe Price Capital Opportunity Fund
, Inc.
|
T.
Rowe Price Corporate Income Fund
, Inc.
|
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 Financial Services Fund
, Inc.
|
T.
Rowe Price Fixed Income Series, 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 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 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 Intermediate Bond Fund
, Inc.
|
T.
Rowe
Price Tax-Free Short-Intermediate Fund
, Inc.
|
T.
Rowe
Price U.S. Bond Index Fund
, Inc.
|
T.
Rowe
Price U.S. Treasury Funds, Inc.
|
T.
Rowe
Price Value Fund
, Inc.
|
Investment Services is a wholly owned subsidiary of T.
Rowe Price Associates, Inc., is registered as a broker-dealer
under the Securities Exchange Act of 1934
,
and is a member of the National Association of Securities Dealers, Inc.
Investment Services has been formed for the limited purpose of distributing the shares of the Price Funds and will not
engage in the general securities business.
Investment Services will not receive any commissions or other compensation
for acting as principal underwriter.
PAGE
283
(b)
The address of each of the directors and officers of Investment Services listed below is 100 East Pratt Street,
Baltimore, Maryland 21202.
Name
|
Positions and
Offices With
Underwriter
|
Positions and
Offices With
Registrant
|
Edward C. Bernard
|
Chairman of the Board
, Director,
and
President
|
Chairman of the Board
|
Henry H. Hopkins
|
Vice President and Director
|
Vice President
|
Wayne D. O`Melia
|
Vice President and Director
|
None
|
Charles E. Vieth
|
Vice President and Director
|
None
|
Raymond Ahn
|
Vice President
|
None
|
Jerr
old
App
e
l
baum
|
Vice President
|
None
|
Patricia M. Archer
|
Vice President
|
None
|
Stephen P. Ban
|
Vice President
|
None
|
Steven J. Banks
|
Vice President
|
None
|
Margo A. Bennett
|
Vice President
|
None
|
John T. Bielski
|
Vice President
|
None
|
Joseph E. Bourelly
|
Vice President
|
None
|
John H. Boyd
|
Vice President
|
None
|
Renee Q. Boyd
|
Vice President
|
None
|
Darrell N. Braman
|
Vice President
|
None
|
Ronae M. Brock
|
Vice President
|
None
|
Martin P. Brown
|
Vice President
|
None
|
Sheila P. Callahan
|
Vice President
|
None
|
Meredith C. Callanan
|
Vice President
|
None
|
John H. Cammack
|
Vice President
|
None
|
Christine M. Carolan
|
Vice President
|
None
|
Joseph A. Carrier
|
Vice President
|
None
|
Renee L. Chapman
|
Vice President
|
None
|
Laura H. Chasney
|
Vice President
|
None
|
Renee M. Christoff
|
Vice President
|
None
|
Jerome A. Clark
|
Vice President
|
None
|
Todd M. Cleary
|
Vice President
|
None
|
Linsley G. Craig
|
Vice President
|
None
|
Joseph A. Crumbling
|
Vice President
|
None
|
Peter A. DeLibro
|
Vice President
|
None
|
LeSales S. Dunworth
|
Vice President
|
None
|
Patricia Cannon Ewachiw
|
Vice President
|
None
|
Christine S. Fahlund
|
Vice President
|
None
|
Forrest R. Foss
|
Vice President
|
None
|
Bruce S. Fulton
|
Vice President
|
None
|
John A. Galateria
|
Vice President
|
None
|
Thomas A. Gannon
|
Vice President
|
None
|
John R. Gilner
|
V
ice President
|
None
|
John Halaby
|
Vice President
|
None
|
Douglas E. Harrison
|
Vice President
|
None
|
Joanne M. Healy
|
Vice President
|
None
|
Kristen L. Heerema
|
Vice President
|
None
|
Walter J. Helmlinger
|
Vice President
|
None
|
Keller L. Hoak
|
Vice President
|
None
|
Bruce R. Hoffmann
|
Vice President
|
None
|
Carole Hofmeister
|
Vice President
|
None
|
David A. Hueser
|
Vice President
|
None
|
Christopher J. Hufman
|
Vice President
|
None
|
Christopher
A.
Jarmush
|
Vice President
|
None
|
Thomas
E.
Kazmierczak, Jr.
|
Vice President
|
None
|
Steven A. Larson
|
Vice President
|
None
|
Gina M. Lea
|
Vice President
|
None
|
Gayle A. Lomax
|
Vice President
|
None
|
James R. Longenecker
|
Vice President
|
None
|
Sarah McCafferty
|
Vice President
|
None
|
Daniel M. Middelton
|
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
|
Barbara A. O`Connor
|
Vice President
|
None
|
David Oestreicher
|
Vice President
|
None
|
Kristine A. Paden
|
Vice President
|
None
|
Kathleen G. Polk
|
Vice President
|
None
|
Naomi S. Proshan
|
Vice President
|
None
|
Kenna E. Quereau
|
Vice President
|
None
|
Seamus A. Ray
|
Vice President
|
None
|
Suzanne J. Ricklin
|
Vice President
|
None
|
George D. Riedel
|
Vice President
|
None
|
John R. Rockwell
|
Vice President
|
None
|
Christopher J. Rohan
|
Vice President
|
None
|
Kenneth J. Rutherford
|
Vice President
|
None
|
Alexander Savich
|
Vice President
|
None
|
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
|
Donna B. Singer
|
Vice President
|
None
|
Jonathan L. Stricker
|
Vice President
|
None
|
Scott Such
|
Vice President
|
None
|
Jerome Tuccille
|
Vice President
|
None
|
Judith B. Ward
|
Vice President
|
None
|
Regina M.
Watson
|
Vice President
|
None
|
William R. Weker, Jr.
|
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
|
Timothy S. Dignan
|
Treasurer
and Vice President
|
None
|
Barbara A. Van Horn
|
Secretary
|
None
|
Megan R. Abbruzzese
|
Assistant Vice President
|
None
|
Megan L. Anderson
|
Assistant Vice President
|
None
|
Kerrie L. Bailey
|
Assistant
Vice President
|
None
|
S. Olivia Barbee
|
Assistant Vice President
|
None
|
Richard J. Barna
|
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
|
Jonathan C. Boldebuck
|
Assistant Vice President
|
None
|
Robin J. Bozzuto
|
Assistant Vice President
|
None
|
Michele L. Cassell
|
Assistant Vice President
|
None
|
Jodi A
.
Casson
|
Assistant Vice President
|
None
|
Cynthia M. Ciangio
|
Assistant Vice President
|
None
|
Susan M. D`Angelo
|
Assistant Vice President
|
None
|
Brian C. Dausch
|
Assistant Vice President
|
None
|
Kimberly E. DeDominicis
|
Assistant Vice President
|
None
|
Heather S. Dondis
|
Assistant Vice President
|
None
|
Jason S. Dowdy
|
Assistant Vice President
|
None
|
William P. Duffy
|
Assistant Vice President
|
None
|
Dennis J. Elliott
|
Assistant Vice President
|
None
|
Cheryl L. Emory
|
Assistant Vice President
|
None
|
Kerry L. Fox
|
Assistant Vice President
|
None
|
Dixie M. Frank
|
Assistant Vice President
|
None
|
Amy M. Frederick
|
Assistant Vice President
|
None
|
John A. Galateria
|
Assistant Vice President
|
None
|
Jason L. Gounaris
|
Assistant Vice President
|
None
|
Alan P. Graff
|
Assistant Vice President
|
None
|
Leah B. Greenstein
|
Assistant Vice President
|
None
|
Brian L. Habas
|
Assistant Vice President
|
None
|
Marywill R. Herrfeldt
|
Assistant Vice President
|
None
|
Kristin Hirt
|
Assistant Vice President
|
None
|
Bernadette A. Hughes
|
Assistant Vice President
|
None
|
Shawn M. Isaacson
|
Assistant Vice President
|
None
|
Anne Kim
|
Assistant Vice President
|
None
|
Suzanne M. Knoll
|
Assistant Vice President
|
None
|
Michael J. Kubik
|
Assistant Vice President
|
None
|
Jennifer A. LaPorte
|
Assistant Vice President
|
None
|
Brian J. Lewbart
|
Assistant Vice President
|
None
|
Patricia
B
. Lippert
|
Assistant Vice President
|
Secretary
|
Kimberly W. Madore
|
Assistant Vice President
|
None
|
Amy L. Marker
|
Assistant Vice President
|
None
|
Charlotte L. Matthews
|
Assistant Vice President
|
None
|
John T. McGuigan
|
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
|
Richard J. Osikowicz
|
Assistant Vice President
|
None
|
Joseph F. Parlapiano
|
Assistant Vice President
|
None
|
JeanneMarie B. Patella
|
Assistant Vice President
|
None
|
Yani A. Peyton
|
Assistant Vice President
|
None
|
Jason B. Powell
|
Assistant Vice President
|
None
|
Shawn D. Reagan
|
Assistant Vice President
|
None
|
Gregory P. Rego
|
Assistant Vice President
|
None
|
Kendra M. Richardson
|
Assistant Vice President
|
None
|
John D. Richter
|
Assistant Vice President
|
None
|
Stuart L. Ritter
|
Assistant Vice President
|
None
|
Ramon D. Rodriguez
|
Assistant Vice President
|
None
|
Val E. Seaberg
|
Assistant Vice President
|
None
|
George S. Shirk III
|
Assistant Vice President
|
None
|
Thomas L. Siedell
|
Assistant Vice President
|
None
|
Mark F. Skirbe
|
Assistant Vice President
|
None
|
Danielle Nicholson Smith
|
Assistant Vice President
|
None
|
Sandra L. Stinson
|
Assistant Vice President
|
None
|
John A. Stranovsky
|
Assistant Vice President
|
None
|
Brian Sullam
|
Assistant Vice President
|
None
|
Ralph E. Vanlow
|
Assistant Vice President
|
None
|
Barbara L. Walsh
|
Assistant Vice President
|
None
|
James J. Whitaker
|
Assistant Vice President
|
None
|
Mary G. Williams
|
Assistant Vice President
|
None
|
Beverly Wisbar
|
Assistant Vice President
|
None
|
PAGE
285
(c)
Not applicable. Investment Services will not receive any compensation with respect to its activities as
underwriter for the Price Funds.
Item 2
8
. Location of Accounts and Records
All accounts, books, and other documents required to be maintained by the Registrant under Section 31(a) of the
Investment Company Act of 1940 and the rules thereunder will be maintained by the Registrant at its offices at 100
East Pratt Street, Baltimore, Maryland 21202. Transfer, dividend disbursing, and shareholder service activities are
performed by T.
Rowe Price Services, Inc., at 4515 Painters Mill Road, Owings Mills, Maryland 21117. Custodian
activities for the Registrant are performed at State Street Bank and Trust Company's Service Center (State Street
South), 1776 Heritage Drive, Quincy, Massachusetts 02171.
Custody of Registrant`s portfolio securities which are purchased outside the United States is maintained by
JPMorgan
Chase Bank
, London, in its foreign branches
,
with other
banks
or foreign depositories
.
JPMorgan Chase Bank
,
London, is located at Woolgate House, Coleman Street, London EC2P 2HD England.
Item 2
9
. Management Services
Registrant is not a party to any management
related service contract, other than as set forth in the Prospectus or
Statement of Additional Information.
Item
30
. Undertakings
(a)
Not applicable
PAGE
287
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as
amended, the Registrant 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 December
21, 2006.
T. Rowe Price International Funds, Inc.
/s/Edward C. Bernard
By:
Edward C. Bernard
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated:
Signature
|
Title
|
Date
|
/s/Edward C. Bernard
Edward C. Bernard
|
Chairman of the Board
(Chief Executive Officer)
|
December
21, 2006
|
/s/Joseph A. Carrier
Joseph A. Carrier
|
Treasurer (Chief
Financial Officer)
|
December
21, 2006
|
*
Jeremiah E. Casey
|
Director
|
December
21, 2006
|
*
Anthony W. Deering
|
Director
|
December
21, 2006
|
*
Donald W. Dick, Jr.
|
Director
|
December
21, 2006
|
*
David K. Fagin
|
Director
|
December
21, 2006
|
*
Karen N. Horn
|
Director
|
December
21, 2006
|
*
Theo C. Rodgers
|
Director
|
December
21, 2006
|
/s/Brian C. Rogers
Brian C. Rogers
|
Director
|
December
21, 2006
|
*
John G. Schreiber
|
Director
|
December
21, 2006
|
*/s/Henry H. Hopkins
Henry H. Hopkins
|
Vice President and
Attorney
In
Fact
|
December
21, 2006
|
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
ARTICLES SUPPLEMENTARY
CLASSIFYING AUTHORIZED STOCK
T. Rowe Price International Funds, Inc., a Maryland corporation, having its principal office
in Baltimore City, Maryland (hereinafter called the "Corporation"), hereby certifies to the State
Department of Assessments and Taxation of Maryland that:
FIRST: Pursuant to authority expressly vested in the Board of Directors of the Corporation
by Article Fifth of the Charter of the Corporation, the Board of Directors has duly classified a
number of shares of its unissued Common Stock (determined in connection with the SECOND
paragraph below) into a new class of common stock to be designated the T. Rowe Price
Overseas
Stock
Fund.
SECOND: After giving effect to the foregoing classification, the Board of Directors has
heretofore duly divided and classified an aggregate of 2,000,000,000 shares of the unissued
Common Stock of the Corporation into the following series and classes on the dates indicated in
the parentheses following the names of the respective series and classes: T.
Rowe Price
International Stock Fund (September
13, 1979), T.
Rowe Price International Bond Fund (July
15,
1986), T.
Rowe Price International Discovery Fund (October
31, 1988), T.
Rowe Price European
Stock Fund (January
5, 1990), T.
Rowe Price New Asia Fund (July
18, 1990), T.
Rowe Price
Global Bond Fund (October
15, 1990), T.
Rowe Price Japan Fund (October
18, 1991), T.
Rowe
Price Latin America Fund (November
4, 1993), T.
Rowe Price Emerging Markets Bond Fund
(November
3, 1994), T.
Rowe Price Emerging Markets Stock Fund (January
26, 1995), T.
Rowe
Price Global Stock Fund (October
11, 1995), T.
Rowe Price International Growth & Income Fund
(December
1, 1998), T.
Rowe Price International Stock Fund
Advisor Class and T.
Rowe Price
International Bond Fund
Advisor Class (March
24, 2000), T.
Rowe Price Emerging Europe &
Mediterranean Fund (April
28, 2000), T.
Rowe Price International Stock Fund
R
Class, T.
Rowe
Price International Growth & Income Fund
Advisor Class, T.
Rowe Price International Growth &
Income Fund
R Class (September 6, 2002), T. Rowe Price Global Stock Fund
Advisor Class
(February 7, 2006), and T. Rowe Price
Overseas Stock
Fund (October 18, 2006). Each such series
and/or class shall consist, until further changed, of the lesser of (x) 2,000,000,000 shares or (y) the
number of shares that could be issued by issuing all of the shares of any series and/or class currently
or hereafter classified less the total number of shares then issued and outstanding in all of such
series and/or class. All shares of each series have the powers, preferences, other special rights,
qualifications, restrictions, and limitations set forth in the Charter. The Board of Directors also has
provided for the issuance of the shares of each such series.
THIRD:
The shares aforesaid have been duly classified by the Board of Directors pursuant
to authority and power contained in the Charter of the Corporation. These Articles Supplementary
do not increase the aggregate authorized capital stock of the Corporation.
1
IN WITNESS WHEREOF, T. Rowe Price International Funds, Inc. has caused these
Articles to be signed in its name and on its behalf by its Vice President and witnessed by its
Secretary on October 18, 2006.
WITNESS:
|
T. ROWE PRICE INTERNATIONAL FUNDS,
INC.
|
/s/Patricia B. Lippert
Patricia B. Lippert, Secretary
|
/s/Henry H. Hopkins
Henry H. Hopkins, Vice President
|
THE UNDERSIGNED, Vice President of
T. Rowe Price
International Funds, Inc., who
executed on behalf of the Corporation Articles Supplementary of which this Certificate is made a
part, hereby acknowledges in the name and on behalf of said Corporation the foregoing Articles
Supplementary to be the corporate act of said Corporation and hereby certifies that the matters and
facts set forth herein with respect to the authorization and approval thereof are true in all material
respects under the penalties of perjury.
/s/Henry H. Hopkins
Henry H. Hopkins, Vice President
AgmtsArtSupp11INT-OSF.fm
2
INVESTMENT MANAGEMENT AGREEMENT
("Agreement")
Between
T. ROWE PRICE
INTERNATIONAL FUNDS
, INC.
and
T. ROWE PRICE
INTERNATIONAL
, INC.
INVESTMENT MANAGEMENT AGREEMENT,
made as of the
18th
day of
October
,
2006
, by and between T. ROWE PRICE
INTERNATIONAL FUNDS
, INC., a Maryland
corporation (the
"Corporation"
),
and
T. ROWE PRICE
INTERNATIONAL
, INC., a corporation
organized and existing under the laws of the State of Maryland (hereinafter called the
"Manager"
).
W I T N E S S E T H:
WHEREAS, the
Corporation
is engaged in business as an open-end management
investment company and is registered as such under the federal Investment Company Act of
1940, as amended (the
"Act"
); and
WHEREAS, the Corporation is authorized to issue shares of capital stock (
"Shares"
) in the
T. Rowe Price
Overseas Stock
Fund (the
"Fund"
), a separate series of the Corporation whose
Shares represent interests in a separate portfolio of securities and other assets (
"Fund Shares"
);
and
WHEREAS, the
Manager
is engaged principally in the business of rendering investment
supervisory services and is registered as an investment adviser under the federal Investment
Advisers Act of 1940, as amended; and
WHEREAS, the Fund desires the Manager to render investment supervisory services to
the Fund in the manner and on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the parties hereto agree as follows:
1.
Duties and Responsibilities of Manager
.
A.
Investment Management Services
. The Manager shall act as investment
manager and shall supervise and direct the investments of the Fund in accordance with the Fund`s
investment objective, program and restrictions as provided in the Corporation`s prospectus, on
behalf of the Fund, as amended from time to time, and such other limitations as the Corporation
-
1
-
may impose by notice in writing to the Manager. The Manager shall obtain and evaluate such
information relating to the economy, industries, businesses, securities markets and securities as it
may deem necessary or useful in the discharge of its obligations hereunder and shall formulate
and implement a continuing program for the management of the assets and resources of the Fund
in a manner consistent with its investment objective. In furtherance of this duty, the Manager, as
agent and attorney-in-fact with respect to the Corporation, is authorized, in its discretion and
without prior consultation with the Corporation, to:
(1)
buy, sell, exchange, convert, lend, and otherwise trade in any
stocks, bonds, and other securities or assets; and
(2)
place orders and negotiate the commissions (if any) for the
execution of transactions in securities with or through such brokers, dealers, underwriters or
issuers as the Manager may select.
B.
Financial, Accounting, and Administrative Services
. The Manager shall
maintain the existence and records of the
Corporation
; maintain the registrations and
qualifications of Fund Shares under federal and state law; monitor the financial, accounting, and
administrative functions of the Fund; maintain liaison with the various agents employed
by the
Corporation
(including the
Corporation`
s transfer agent, custodian, independent accountants and
legal counsel) and assist in the coordination of their activities on behalf of the Fund.
C.
Reports to Fund
. The Manager shall furnish to or place at the disposal of
the
Corporation or
Fund
, as appropriate,
such information, reports, evaluations, analyses and
opinions as they may, at any time or from time to time, reasonably request or as the Manager may
deem helpful to the Fund.
D.
Reports and Other Communications to Fund Shareholders
. The
Manager shall assist in developing all general shareholder communications, including regular
shareholder reports.
E.
Fund Personnel
. The Manager agrees to permit individuals who are
officers or employees of the Manager to serve (if duly elected or appointed) as officers, directors,
members of any committee of directors, members of any advisory board, or members of any other
committee of the
Corporation
, without remuneration or other cost to the Fund
or the Corporation
.
F.
Personnel, Office Space, and Facilities of Manager
. The Manager at its
own expense shall furnish or provide and pay the cost of such office space, office equipment,
office personnel, and office services as the Manager requires in the performance of its investment
advisory and other obligations under this Agreement.
2.
Allocation of Expenses
.
A.
Expenses Paid by Manager
.
(1)
Salaries and Fees of Officers
. The Manager shall pay all salaries,
expenses, and fees of the officers and directors of the Corporation who are affiliated with the
Manager.
(2)
Assumption of Fund Expenses by Manager
. The payment or
assumption by the Manager of any expense of the
Corporation or Fund, as appropriate,
that the
Manager is not required by this Agreement to pay or assume shall not obligate the Manager to pay
or assume the same or any similar expense on any subsequent occasion.
B.
Expenses Paid by Fund
. The
Corporation or Fund, as appropriate,
shall
bear all expenses of its organization, operations, and business not specifically assumed or agreed
to be paid by the Manager as provided in this Agreement. In particular, but without limiting the
generality of the foregoing, the
Corporation or Fund, as appropriate,
shall pay:
(1)
Custody and Accounting Services
. All expenses of the transfer,
receipt, safekeeping, servicing and accounting for the cash, securities, and other property of the
Corporation, for the benefit of the Fund
, including all charges of depositories, custodians, and
other agents, if any;
(2)
Shareholder Servicing
. All expenses of maintaining and servicing
shareholder accounts, including all charges for transfer, shareholder recordkeeping, dividend
disbursing, redemption, and other agents for the benefit of the Fund, if any;
(3)
Shareholder Communications
. All expenses of preparing, setting
in type, printing, and distributing reports and other communications to shareholders;
(4)
Shareholder Meetings
. All expenses incidental to holding
meetings of shareholders, including the printing of notices and proxy material, and proxy
solicitation therefor;
(5)
Prospectuses
. All expenses of preparing, setting in type, and
printing of annual or more frequent revisions of the prospectus and of mailing them to
shareholders;
(6)
Pricing
. All expenses of computing the Fund
`
s net asset value per
share, including the cost of any equipment or services used for obtaining price quotations;
(7)
Communication Equipment
. All charges for equipment or
services used for communication between the Manager or the
Corporation or
Fund and the
custodian, transfer agent or any other agent selected by the
Corporation
;
-
3
-
(8)
Legal and Accounting Fees and Expenses
. All charges for
services and expenses of the
Corporation`
s legal counsel and independent auditors for the benefit
of the Fund;
(9)
Directors` Fees and Expenses
. All compensation of directors,
other than those affiliated with the Manager, and all expenses incurred in connection with their
service;
(10)
Federal Registration Fees
. All fees and expenses of registering
and maintaining the registration of the
Corporation
under the Act and the registration of
the
Fund
`s
s
hares under the Securities Act of 1933, as amended (the
"xd4 33 Act"
), including all fees
and expenses incurred in connection with the preparation, setting in type, printing, and filing of
any registration statement and prospectus under the
xd4
33 Act or the Act, and any amendments or
supplements that may be made from time to time;
(11)
State Filing Fees
. All fees and expenses imposed on the Fund with
respect to the sale of the Fund shares under securities laws of various states or jurisdictions, and,
under all other laws applicable to the Fund, or its business activities (including registering the
Fund as a broker-dealer, or any officer of the Fund or any person as agent or salesman of the Fund
in any state);
(12)
Issue and Redemption of Fund Shares
. All expenses incurred in
connection with the issue, redemption, and transfer of the Fund
`
s shares, including the expense of
confirming all share transactions;
(13)
Bonding and Insurance
. All expenses of bond, liability, and other
insurance coverage required by law or deemed advisable by the
B
oard of
D
irectors;
(14)
Brokerage Commissions
. All brokers
`
commissions and other
charges incident to the purchase, sale, or lending of the Fund
`
s portfolio securities;
(15)
Taxes
. All taxes or governmental fees payable by or with respect of
the
Corporation or Fund, as appropriate,
to federal, state, or other governmental agencies,
domestic or foreign, including stamp or other transfer taxes;
(16)
Trade Association Fees
. All fees, dues, and other expenses
incurred in connection with the
Corporation`s or Fund`s, as appropriate,
membership in any trade
association or other investment organization; and
(17)
Nonrecurring and Extraordinary Expenses
. Such nonrecurring
expenses as may arise, including the costs of actions, suits, or proceedings to which the
Corporation or Fund, as appropriate,
is a party and the expenses the
Corporation or Fund, as
appropriate,
may incur as a result of its legal obligation to provide indemnification to its officers,
directors, and agents.
3.
Management Fee.
The Fund shall pay the Manager a fee (
"Fee"
) which will
consist of two components: a Group Management Fee (
"Group Fee"
) and an Individual Fund Fee
(
"Fund Fee"
). The Fee shall be paid monthly to the Manager on the first business day of the next
succeeding calendar month and shall be calculated as follows:
A.
Group Fee.
The monthly Group Fee (
"Monthly Group Fee"
) shall be the
sum of the daily Group Fee accruals (
"Daily Group Fee Accruals"
) for each month. The Daily
Group Fee Accrual for any particular day will be computed by multiplying the Price Funds` group
fee accrual as determined below (
"Daily Price Funds` Group Fee Accrual"
) by the ratio of the
Fund`s net assets for that day to the sum of the aggregate net assets of the Price Funds for that day.
The Daily Price Funds` Group Fee Accrual for any particular day shall be calculated by
multiplying the fraction of one (1) over the number of calendar days in the year by the annualized
Daily Price Funds` Group Fee Accrual for that day as determined in accordance with the
following schedule:
Price Funds Annual Group
Base Fee Rate for Each Level of Assets
______________________________________
0.480%
First $1 billion
0.450%
Next $1 billion
0.420%
Next $1 billion
0.390%
Next $1 billion
0.370%
Next $1 billion
0.360%
Next $2 billion
0.350%
Next $2 billion
0.340%
Next $5 billion
0.330%
Next $10 billion
0.320%
Next $10 billion
0.310%
Next $16 billion
0.305%
Next $30 billion
0.300%
Next $40 billion
0.295%
Thereafter
The Price Funds shall include all the mutual funds distributed by T. Rowe Price
Investment Services, Inc., (other than "private label" funds, Index Trust, Spectrum Funds,
Retirement Funds, and Reserve Investment Funds). For the purposes of calculating the Daily
Price Funds` Group Fee Accrual for any particular day, the net assets of each Price Fund shall be
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.
B.
Fund Fee.
The monthly Fund Fee (
"Monthly Fund Fee"
) shall be the sum of the
daily Fund Fee accruals (
"Daily Fund Fee Accruals"
) for each month. The Daily Fund Fee
Accrual for any particular day will be computed by multiplying the fraction of one (1) over the
number of calendar days in the year by the Fund Fee Rate of
0.35
% and multiplying this product
-
5
-
by the net assets of the Fund for that day, as determined in accordance with the
Corporation`
s
prospectus as of the close of business on the previous business day on which the Fund was open
for business.
C.
Expense Limitation
. As part of the consideration for the Fund entering into this
Agreement, the Manager hereby agrees to limit the aggregate expenses of every character
incurred by the Fund, including but not limited to Fees of the Manager computed as hereinabove
set forth, but excluding interest, taxes, brokerage, and other expenditures which are capitalized in
accordance with generally accepted accounting principles and extraordinary expenses,
(
"Manager Limitation"
). Under the Manager Limitation, the Manager agrees that through
February 28, 2009
, such expenses shall not exceed
1.15
% of the average daily net assets of the
Fund (
"1.15% Expense Limitation"
). To determine the Manager
`
s liability for the Fund
`
s
expenses over the
1.15%
Expense Limitation, the amount of allowable year-to-date expenses shall
be computed daily by prorating the
1.15%
Expense Limitation based on the number of days
elapsed within the fiscal year of the Fund, or limitation period, if shorter (
"Pro-Rated
Limitation"
). The Pro
-
Rated Limitation shall be compared to the expenses of the Fund recorded
through the prior day in order to produce the allowable expenses to be recorded for the current
day (
"Allowable Expenses"
). If the Fund
`
s Management Fee and other expenses for the current
day exceed the Allowable Expenses, the Management Fee for the current day shall be reduced by
such excess (
"Unaccrued Fees"
). In the event the excess exceeds the amount due as the
Management Fee, the Manager shall be responsible to the Fund for the additional excess (
"Other
Expenses Exceeding Limit"
). If at any time up through and including
February 28, 2009
, the
Fund
`
s Management Fee and other expenses for the current day are less than the Allowable
Expenses, the differential shall be due to the Manager as payment of cumulative Unaccrued Fees
(if any) or as payment for cumulative Other Expenses Exceeding Limit (if any). If cumulative
Unaccrued Fees or cumulative Other Expenses Exceeding Limit remain at
February 28, 2009,
these amounts shall be paid to the Manager in the future provided that: (1) no such payment shall
be made to the Manager
more than three years after the occurrence of any Unaccrued Fees or
Other Expenses Exceeding Limit
; and (2) such payment shall only be made to the extent that it
does not result in the Fund
`
s aggregate expenses exceeding an expense limit of
1.15%
of average
daily net assets. The Manager may voluntarily agree to an additional expense limitation (any such
additional expense limitation hereinafter referred to as an
"Additional Expense Limitation"
), at
the same or a different level and for the same or a different period of time beyond
February 28,
2009
(any such additional period being hereinafter referred to an as
"Additional Period"
)
provided, however, that: (1) the calculations and methods of payment shall be as described above;
(2) no payment for cumulative Unaccrued Fees or cumulative Other Expenses Exceeding Limit
shall be made to the Manager
more than three years after the occurrence of any Unaccrued Fees or
Other Expenses Exceeding Limit
; and (3) payment for cumulative Unaccrued Fees or cumulative
Other Expenses Exceeding Limit after the expiration of the Additional Period shall only be made
to the extent it does not result in the Fund
`
s aggregate expenses exceeding the Additional Expense
Limitation to which the unpaid amounts relate.
D.
Proration of Fee
. If this Agreement becomes effective or terminates
before the end of any month, the Fee for the period from the effective date to the end of such
month or from the beginning of such month to the date of termination, as the case may be, shall be
prorated according to the proportion which such period bears to the full month in which such
effectiveness or termination occurs.
4.
Brokerage
. Subject to the approval of the
B
oard of
D
irectors, the Manager, in
carrying out its duties under Paragraph 1.A., may cause the
Corporation, with respect to the Fund,
to pay a broker-dealer which furnishes brokerage or research services [as such services are
defined under Section 28(e) of the Securities Exchange Act of 1934, as amended (the
"xd4 34 Act"
)],
a higher commission than that which might be charged by another broker-dealer which does not
furnish brokerage or research services or which furnishes brokerage or research services deemed
to be of lesser value, if such commission is deemed reasonable in relation to the brokerage and
research services provided by the broker-dealer, viewed in terms of either that particular
transaction or the overall responsibilities of the Manager with respect to the accounts as to which
it exercises investment discretion (as such term is defined under Section 3(a)(35) of the
xd4
34 Act).
5.
Manager`s Use of the Services of Others
. The Manager may (at its cost except as
contemplated by Paragraph 4 of this Agreement) employ, retain or otherwise avail itself of the
services or facilities of other persons or organizations for the purpose of providing the Manager or
the
Corporation or
Fund
, as appropriate,
with such statistical and other factual information, such
advice regarding economic factors and trends, such advice as to occasional transactions in
specific securities or such other information, advice or assistance as the Manager may deem
necessary, appropriate or convenient for the discharge of its obligations hereunder or otherwise
helpful to the
Corporation or
Fund
, as appropriate,
or in the discharge of Manager
`
s overall
responsibilities with respect to the other accounts which it serves as investment manager.
6.
Ownership of Records
. All records required to be maintained and preserved by
the
Corporation or
Fund pursuant to the provisions of rules or regulations of the Securities and
Exchange Commission under Section 31(a) of the Act and maintained and preserved by the
Manager on behalf of the
Corporation or Fund, as appropriate,
are the property of the
Corporation
or Fund, as appropriate,
and will be surrendered by the Manager promptly on request by the
Corporation or Fund, as appropriate,
.
7.
Reports to Manager
. The
Corporation or Fund, as appropriate,
shall furnish or
otherwise make available to the Manager such prospectuses, financial statements, proxy
statements, reports, and other information relating to the business and affairs of the
Corporation or
Fund, as appropriate,
as the Manager may, at any time or from time to time, reasonably require in
order to discharge its obligations under this Agreement.
8.
Services to Other Clients
. Nothing herein contained shall limit the freedom of the
Manager or any affiliated person of the Manager to render investment supervisory and corporate
administrative services to other investment companies, to act as investment manager or
investment counselor to other persons, firms or corporations, or to engage in other business
activities; but so long as this Agreement or any extension, renewal or amendment hereof shall
remain in effect or until the Manager shall otherwise consent, the Manager shall be the only
investment manager to the Fund.
-
7
-
9.
Limitation of Liability of Manager
. Neither the Manager nor any of its officers,
directors, or employees, nor any person performing executive, administrative, trading, or other
functions for the
Corporation or
Fund (at the direction or request of the Manager) or the Manager
in connection with the Manager
`
s discharge of its obligations undertaken or reasonably assumed
with respect to this Agreement, shall be liable for any error of judgment or mistake of law or for
any loss suffered by the
Corporation or
Fund in connection with the matters to which this
Agreement relates, except for loss resulting from willful misfeasance, bad faith, or gross
negligence in the performance of its or his duties on behalf of the
Corporation or
Fund or from
reckless disregard by the Manager or any such person of the duties of the Manager under this
Agreement.
10.
Use of Manager`s Name
. The
Corporation or
Fund may use the name "T. Rowe
Price
International Funds
, Inc.
and T. Rowe Price Overseas Stock Fund,
" or any other name
derived from the name "T.
Rowe Price" only for so long as this Agreement or any extension,
renewal or amendment hereof remains in effect, including any similar agreement with any
organization which shall have succeeded to the business of the Manager as investment manager.
At such time as this Agreement or any extension, renewal or amendment hereof, or such other
similar agreement shall no longer be in effect, the
Corporation or
Fund will (by corporate action,
if necessary) cease to use any name derived from the name "T.
Rowe Price," any name similar
thereto or any other name indicating that it is advised by or otherwise connected with the
Manager, or with any organization which shall have succeeded to the Manager
`
s business as
investment manager.
11.
Term of Agreement
. The term of this Agreement shall begin on the date first
above written, and unless sooner terminated as hereinafter provided, this Agreement shall remain
in effect through
April 30, 2007
. Thereafter, this Agreement shall continue in effect from year to
year, with respect to the Fund, subject to the termination provisions and all other terms and
conditions hereof, so long as such continuation shall be specifically approved at least annually
(a)
by either the
B
oard of
D
irectors of the
Corporation
, or by vote of a majority of the outstanding
voting securities of the Fund; (b) in either event by the vote, cast in person at a meeting called for
the purpose of voting on such approval, of a majority of the directors of the
Corporation, with
respect to the Fund,
who are not parties to this Agreement or interested persons of any such party;
and (c) the Manager shall not have notified the
Corporation
, in writing, at least 60 days prior to
April 30th
or prior to
April 30th
of any year thereafter, that it does not desire such continuation.
The Manager shall furnish to the
Corporation
, promptly upon its request, such information as may
reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal or
amendment hereof.
12.
Amendment and Assignment of Agreement
. This Agreement may not be
amended or assigned without the affirmative vote of a majority of the outstanding voting
securities of the Fund, and this Agreement shall automatically and immediately terminate in the
event of its assignment.
13.
Termination of Agreement
. This Agreement may be terminated by either party
hereto, without the payment of any penalty, upon 60 days
`
prior notice in writing to the other
party; provided, that in the case of termination by the
Corporation, with respect to the Fund,
such
action shall have been authorized by resolution of a majority of the directors of the
Corporation
who are not parties to this Agreement or interested persons of any such party, or by vote of a
majority of the outstanding voting securities of the Fund.
14.
Miscellaneous
.
A.
Captions
. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or otherwise affect
their construction or effect.
B.
Interpretation
. Nothing herein contained shall be deemed to require the
Corporation
to take any action contrary to its Articles of Incorporation or By-Laws, or any
applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to
relieve or deprive the
B
oard of
D
irectors of the
Corporation
of its responsibility for and control of
the conduct of the affairs of the Fund.
C.
Definitions
. Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or provision of the Act shall
be resolved by reference to such term or provision of the Act and to interpretations thereof, if any,
by the United States courts or, in the absence of any controlling decision of any such court, by
rules, regulations or orders of the Securities and Exchange Commission validly issued pursuant to
the Act. Specifically, the terms "vote of a majority of the outstanding voting securities,"
"interested person," "assignment," and "affiliated person," as used in Paragraphs 2, 8, 9, 11, 12,
and 13 hereof, shall have the meanings assigned to them by Section 2(a) of the Act. In addition,
where the effect of a requirement of the Act reflected in any provision of this Agreement is
relaxed by a rule, regulation or order of the Securities and Exchange Commission, whether of
special or of general application, such provision shall be deemed to incorporate the effect of such
rule, regulation or order.
-
9
-
IN WITNESS WHEREOF
, the parties hereto have caused this Agreement to be signed
by their respective officers thereunto duly authorized and their respective seals to be hereunto
affixed, as of the day and year first above written.
Attest:
|
T. ROWE PRICE INTERNATIONAL FUNDS,
INC.
|
/s/Patricia B. Lippert
Patricia B. Lippert, Secretary
|
/s/
David J.L. Warren
By:
David J.L. Warren, President
|
Attest:
|
T. ROWE PRICE INTERNATIONAL, INC.
|
/s/Barbara A. Van Horn
Barbara A. Van Horn, Secretary
|
/s/Henry H. Hopkins
By:
Henry H. Hopkins, Vice President
|
Agmts/MgAgmtOSF.fm
Custodian Agreement
This Agreement
is made as of January 28, 1998 by and between
each entity set forth on Appendix A hereto (as such Appendix A may
be amended from time to time) which executes a copy of this Agreement
(each referred to herein as the
"Fund"
), and State Street Bank and
Trust Company, a Massachusetts trust company with its principal
place of business at 225 Franklin Street, Boston, Massachusetts
02110 (the
"Custodian"
).
Witnesseth:
Whereas,
each Fund desires to retain the Custodian to act as
custodian of certain of the assets of the Fund, and the Custodian
is willing to provide such services to each Fund, upon the terms
and conditions hereinafter set forth; and
Whereas,
except as otherwise set forth herein, this Agreement
is intended to supersede that certain custodian contract among the
parties hereto dated September 28, 1987, as amended; and
Whereas,
the Funds have retained
Chase Manhattan Bank, N.A.
to act
as the Funds` custodian with respect to the assets of each such
Fund to be held outside of the United States of America (except as
otherwise set forth in this Agreement) pursuant to a written
custodian agreement (the
"Foreign Custodian Agreement"
),
Now, Therefore,
in consideration of the mutual covenants and
agreements hereinafter contained, each of the parties hereto agrees
as follows:
Section
1.
Employment of Custodian and Property to be Held by It.
Each Fund hereby employs the Custodian as the custodian of
certain of its assets, including those securities it desires to be
held within the United States of America (
"domestic securities"
)
and those securities it desires to be held outside the United States
of America (the
"United States"
) which are (i) not held on the
Funds` behalf by
Chase Manhattan Bank, N.A.
pursuant to the Foreign
Custodian Agreement and (ii) described with greater particularity
in Section 3 hereof (such securities shall be referred to herein
as
"foreign securities"
). Each Fund agrees to deliver to the
Custodian all domestic securities, foreign securities and cash owned
by it from time to time, and all payments of income, payments of
principal or capital distributions received by it with respect to
securities held by it hereunder, and the cash consideration received
by it for such new or treasury shares of capital stock of each Fund
as may be issued or sold from time to time (
"Shares"
). The Custodian
shall not be responsible for any property of any Fund held or
received by such Fund (i) not delivered to the Custodian, or (ii)
held in the custody of
Chase Manhattan Bank N.A
.
The Custodian is authorized to employ one or more sub-
custodians located within the United States, provided that the
Custodian shall have obtained the written acknowledgment of the
Fund with respect to such employment. The Custodian is authorized
to employ sub-custodians located outside the United States as noted
on Schedule A attached hereto (as such Schedule A may be amended
from time to time). The Custodian shall have no more or less
responsibility or liability to any Fund on account of any actions
or omissions of any sub-custodian so employed than any such sub-
custodian has to the Custodian and shall not release any sub-
custodian from any responsibility or liability unless so agreed in
writing by the Custodian and the applicable Fund. With the exception
of State Street Bank and Trust Company (London branch), the Custodian
shall not be liable for losses arising from the bankruptcy,
insolvency or receivership of any sub-custodian located outside the
United States.
Section
2.
Duties of the Custodian with Respect to Property of the Funds
Held By the Custodian in the United States.
Section
2.1
Holding Securities
. The Custodian shall hold and
physically segregate for the account of each Fund all non-cash
property to be held by it in the United States, including all
domestic securities owned by the Fund other than (a) securities
which are maintained pursuant to Section 2.9 in a clearing agency
which acts as a securities depository or in a book-entry system
authorized by the United States Department of the Treasury and
certain federal agencies (each, a
"U.S. Securities System"
) and (b)
commercial paper of an issuer for which the Custodian acts as issuing
and paying agent (
"Direct Paper"
) which is deposited and/or
maintained in the Direct Paper system of the Custodian (the
"Direct
Paper System"
) pursuant to Section 2.10.
Section
2.2
Delivery of Investments
. The Custodian shall release
and deliver domestic investments owned by a Fund held by the
Custodian or in a U.S. Securities System account of the Custodian
or in the Custodian`s Direct Paper System account (
"Direct Paper
System Account"
) only upon receipt of Proper Instructions, which
may be continuing instructions when agreed to by the parties, and
only in the following cases:
1)
Upon sale of such investments for the account of the
Fund and receipt of payment therefor;
2)
Upon the receipt of payment in connection with any
repurchase agreement related to such investments
entered into by the Fund;
3)
In the case of a sale effected through a U.S. Securities
System, in accordance with the provisions of Section
2.9 hereof;
4)
To the depository agent in connection with tender or
other similar offers for portfolio investments of the
Fund;
5)
To the issuer thereof or its agent when such investments
are called, redeemed, retired or otherwise become
payable; provided that, in any such case, the cash or
other consideration is to be delivered to the
Custodian;
6)
To the issuer thereof, or its agent, for transfer into
the name of the Fund or into the name of any nominee
or nominees of the Custodian or into the name or nominee
name of any agent appointed pursuant to Section 2.8 or
into the name or nominee name of any sub-custodian
appointed pursuant to Section 1; or for exchange for
a different number of bonds, certificates or other
evidence representing the same aggregate face amount
or number of units; provided that, in any such case,
the new securities are to be delivered to the Custodian;
7)
Upon the sale of such investments for the account of
the Fund, to the broker or its clearing agent, against
a receipt, for examination in accordance with usual
"street delivery" custom; provided that in any such
case the Custodian shall have no responsibility or
liability for any loss arising from the delivery of
such investments prior to receiving payment for such
investments except as may arise from the Custodian`s
own negligence or willful misconduct;
8)
For exchange or conversion pursuant to any plan of
merger, consolidation, recapitalization,
reorganization or readjustment of the investments of
the issuer of such investments, or pursuant to
provisions for conversion contained in such
investments, or pursuant to any deposit agreement;
provided that, in any such case, the new investments
and cash, if any, are to be delivered to the Custodian;
9)
In the case of warrants, rights or similar investments,
the surrender thereof in the exercise of such warrants,
rights or similar investments or the surrender of
interim receipts or temporary investments for
definitive investments; provided that, in any such
case, the new investments and cash, if any, are to be
delivered to the Custodian or against a receipt;
10)
For delivery in connection with any loans of
investments made on behalf of the Fund, but only against
receipt of adequate collateral as agreed upon from time
to time by the Fund or its duly-appointed agent (which
may be in the form of cash or obligations issued by
the United States government, its agencies or
instrumentalities, or such other property as the Fund
may agree), except that in connection with any loans
for which collateral is to be credited to the
Custodian`s account in the book-entry system
authorized by the U.S. Department of the Treasury, the
Custodian will not be held liable or responsible for
the delivery of investments owned by the Fund prior to
the receipt of such collateral in the absence of the
Custodian`s negligence or willful misconduct;
11)
For delivery as security in connection with any
borrowing by the Fund requiring a pledge of assets by
the Fund, but only against receipt of amounts borrowed,
except where additional collateral is required to
secure a borrowing already made, subject to Proper
Instructions, further securities may be released and
delivered for that purpose;
12)
For delivery in accordance with the provisions of any
agreement among the Fund, the Custodian and a broker-
dealer registered under the Securities Exchange Act of
1934 (the
"Exchange Act"
) and a member of The National
Association of Securities Dealers, Inc. (
"NASD"
),
relating to compliance with the rules of The Options
Clearing Corporation, the rules of any registered
national securities exchange or of any similar
organization or organizations, or under the Investment
Company Act of 1940, as amended from time to time (the
"1940 Act"
), regarding escrow or other arrangements in
connection with transactions by the Fund;
13)
For delivery in accordance with the provisions of any
agreement among the Fund, the Custodian, and a Futures
Commission Merchant registered under the Commodity
Exchange Act, relating to compliance with the rules of
the Commodity Futures Trading Commission and/or any
Contract Market, or any similar organization or
organizations, or under the 1940 Act, regarding account
deposits in connection with transactions by the Fund;
14)
Upon receipt of instructions from the transfer agent
for the Fund (the
"Transfer Agent"
), for delivery to
such Transfer Agent or to the holders of shares in
connection with distributions in kind, as may be
described from time to time in the Fund`s currently
effective prospectus, statement of additional
information or other offering documents (all, as
amended, supplemented or revised from time to time,
the
"Prospectus"
), in satisfaction of requests by
holders of Shares for repurchase or redemption; and
15)
For any other purpose, but only upon receipt of Proper
Instructions specifying (a) the investments to be
delivered, (b) setting forth the purpose for which such
delivery is to be made, and (c) naming the person or
persons to whom delivery of such investments shall be
made.
Section
2.3
Registration of Investments
. Domestic investments
held by the Custodian (other than bearer securities) shall be
registered in the name of the Fund or in the name of any nominee
of the Fund or of any nominee of the Custodian which nominee shall
be assigned exclusively to the Fund, unless the Fund has authorized
in writing the appointment of a nominee to be used in common with
other registered investment companies having the same investment
adviser as the Fund, or in the name or nominee name of any agent
appointed pursuant to Section 2.8 or in the name or nominee name
of any sub-custodian appointed pursuant to Section 1. All securities
accepted by the Custodian on behalf of the Fund under the terms of
this Agreement shall be in good deliverable form. If, however, the
Fund directs the Custodian to maintain securities in "street name",
the Custodian shall utilize its best efforts only to timely collect
income due the Fund on such securities and to notify the Fund of
relevant corporate actions including, without limitation, pendency
of calls, maturities, tender or exchange offers.
Section
2.4
Bank Accounts
. The Custodian shall open and
maintain a separate bank account or accounts in the United States
in the name of the Fund, subject only to draft or order by the
Custodian acting pursuant to the terms of this Agreement, and shall
hold in such account or accounts, subject to the provisions hereof,
all cash received by it from or for the account of the Fund, other
than cash maintained by the Fund in a bank account established and
used in accordance with Rule 17f-3 under the 1940 Act. Monies held
by the Custodian for the Fund may be deposited by the Custodian to
its credit as custodian in the banking department of the Custodian
or in such other banks or trust companies as it may in its discretion
deem necessary or desirable in the performance of its duties
hereunder; provided, however, that every such bank or trust company
shall be qualified to act as a custodian under the 1940 Act, and
that each such bank or trust company and the funds to be deposited
with each such bank or trust company shall be approved by vote of
a majority of the board of directors or the board of trustees of
the applicable Fund (as appropriate and in each case, the
"Board"
).
Such funds shall be deposited by the Custodian in its capacity as
custodian and shall be withdrawable by the Custodian only in that
capacity.
Section
2.5
Collection of Income
. Subject to the provisions of
Section 2.3, the Custodian shall collect on a timely basis all
income and other payments with respect to United States registered
investments held hereunder to which the Fund shall be entitled
either by law or pursuant to custom in the investments business,
and shall collect on a timely basis all income and other payments
with respect to United States bearer investments if, on the date
of payment by the issuer, such investments are held by the Custodian
or its agent thereof and shall credit such income, as collected,
to the Fund`s custodian account. Without limiting the generality
of the foregoing, the Custodian shall detach and present for payment
all coupons and other income items requiring presentation as and
when they become due, collect interest when due on investments held
hereunder, and receive and collect all stock dividends, rights and
other items of like nature as and when they become due and payable.
With respect to income due the Fund on United States investments
of the Fund loaned (pursuant to the provisions of Section 2.2 (10))
in accordance with a separate agreement between the Fund and the
Custodian in its capacity as lending agent, collection thereof shall
be in accordance with the terms of such agreement. Except as
otherwise set forth in the immediately preceding sentence, income
due the Fund on United States investments of the Fund loaned pursuant
to the provisions of Section 2.2 (10) shall be the responsibility
of the Fund; the Custodian will have no duty or responsibility in
connection therewith other than to provide the Fund with such
information or data as may be necessary to assist the Fund in
arranging for the timely delivery to the Custodian of the income
to which the Fund is properly entitled.
Section
2.6
Payment of Fund Monies
. Upon receipt of Proper
Instructions, which may be continuing instructions when agreed to
by the parties, the Custodian shall, from monies of the Fund held
by the Custodian, pay out such monies in the following cases only:
1)
Upon the purchase of domestic investments, options,
futures contracts or options on futures contracts for
the account of the Fund but only (a) against the
delivery of such investments, or evidence of title to
such options, futures contracts or options on futures
contracts, to the Custodian (or any bank, banking firm
or trust company doing business in the United States
or abroad which is qualified under the 1940 Act to act
as a custodian and has been designated by the Custodian
as its agent for this purpose in accordance with Section
2.8) registered in the name of the Fund or in the name
of a nominee of the Custodian referred to in Section
2.3 hereof or in proper form for transfer; (b) in the
case of a purchase effected through a U.S. Securities
System, in accordance with the conditions set forth in
Section 2.9 hereof; (c) in the case of a purchase
involving the Direct Paper System, in accordance with
the conditions set forth in Section 2.10 hereof; or
(d) for transfer to a time deposit account of the Fund
in any bank, whether domestic or foreign, such transfer
may be effected prior to receipt of a confirmation from
a broker and/or the applicable bank pursuant to Proper
Instructions;
2)
In connection with conversion, exchange or surrender
of investments owned by the Fund as set forth in Section
2.2 hereof;
3)
For the redemption or repurchase of Shares as set forth
in Section 4 hereof;
4)
For the payment of any expense or liability incurred
by the Fund, including but not limited to the following
payments for the account of the Fund: interest, taxes,
management fees, accounting fees, transfer agent fees,
legal fees, and operating expenses of the Fund (whether
or not such expenses are to be in whole or part
capitalized or treated as deferred expenses);
5)
For the payment of any dividends declared by the Board;
6)
For payment of the amount of dividends received in
respect of investments sold short;
7)
For repayment of a loan upon redelivery of pledged
securities and upon surrender of the note(s), if any,
evidencing the loan; or
8)
In connection with any repurchase agreement entered
into by the Fund with respect to which the collateral
is held by the Custodian, the Custodian shall act as
the Fund`s "securities intermediary"( as that term is
defined in Part 5 of Article 8 of the Massachusetts
Uniform Commercial Code, as amended), and, as
securities intermediary, the Custodian shall take the
following steps on behalf of the Fund: (a) provide the
Fund with notification of the receipt of the purchased
securities, and (b), by book-entry identify on the
books of the Custodian as belonging to the Fund
uncertificated securities registered in the name of
the Fund and held in the Custodian`s account at the
Federal Reserve Bank. In connection with any
repurchase agreement entered into by the Fund with
respect to which the collateral is not held by the
Custodian, the Custodian shall (a) provide the Fund
with such notification as it may receive with respect
to such collateral, and (b), by book-entry or
otherwise, identify as belonging to the Fund securities
as shown in the Custodian`s account on the books of
the entity appointed by the Fund to hold such
collateral.
9)
For any other purpose, but only upon receipt of Proper
Instructions specifying (a) the amount of such payment,
(b) setting forth the purpose for which such payment
is to be made, and (c) naming the person or persons to
whom such payment is to be made.
Section
2.7
Liability for Payment in Advance of Receipt of Securities
Purchased
. In any and every case where payment for purchase of
domestic securities for the account of the Fund is made by the
Custodian in advance of receipt of the
securities purchased in the
absence of specific written instructions from the Fund to so pay
in advance, the Custodian shall be absolutely liable to the Fund
for such securities to the same extent as if the securities had
been received by the Custodian.
Section
2.8
Appointment of Agents
. The Custodian may at any time
or times in its discretion appoint (and may at any time remove) any
other bank or trust company, which is itself qualified under the
1940 Act to act as a custodian, as its agent to carry out such of
the provisions of this Section 2 as the Custodian may from time to
time direct; provided, however, that the appointment of any such
agent shall not relieve the Custodian of its responsibilities or
liabilities hereunder.
Section
2.9
Deposit of Investments in U.S. Securities Systems
. The
Custodian may deposit and/or maintain domestic investments owned
by the Fund in a U.S. Securities System in accordance with applicable
Federal Reserve Board and United States Securities and Exchange
Commission (
"SEC"
) rules and regulations, if any, subject to the
following provisions:
1)
The Custodian may keep domestic investments of the Fund
in a U.S. Securities System provided that such
investments are represented in an account of the
Custodian in the U.S. Securities System (
"Account"
)
which shall not include any assets of the Custodian
other than assets held as a fiduciary, custodian or
otherwise for customers;
2)
The records of the Custodian with respect to domestic
investments of the Fund which are maintained in a U.S.
Securities System shall identify by book-entry those
investments belonging to the Fund;
3)
The Custodian shall pay for domestic investments
purchased for the account of the Fund upon (i) receipt
of advice from the U.S. Securities System that such
investments have been transferred to the Account, and
(ii) the making of an entry on the records of the
Custodian to reflect such payment and transfer for the
account of the Fund. The Custodian shall transfer
domestic investments sold for the account of the Fund
upon (i) receipt of advice from the U.S. Securities
System that payment for such investments has been
transferred to the Account, and (ii) the making of an
entry on the records of the Custodian to reflect such
transfer and payment for the account of the Fund.
Copies of all advices from the U.S. Securities System
of transfers of domestic investments for the account
of the Fund shall identify the Fund, be maintained for
the Fund by the Custodian and be provided to the Fund
at its request. Upon request, the Custodian shall
furnish the Fund confirmation of each transfer to or
from the account of the Fund in the form of a written
advice or notice and shall furnish to the Fund copies
of daily transaction sheets reflecting each day`s
transactions in the U.S. Securities System for the
account of the Fund;
4)
The Custodian shall provide the Fund with any report
obtained by the Custodian on the U.S. Securities
System`s accounting system, internal accounting
control and procedures for safeguarding domestic
investments deposited in the U.S. Securities System;
5)
The Custodian shall have received from the Fund the
initial or annual certificate, as the case may be,
described in Section 10 hereof; and
6)
Anything to the contrary in this Agreement
notwithstanding, the Custodian shall be liable to the
Fund for any loss or damage to the Fund resulting from
use of the U.S. Securities System by reason of any
negligence, misfeasance or misconduct of the Custodian
or any of its agents or of any of its or their employees,
or from failure of the Custodian or any such agent to
enforce effectively such rights as it may have against
the U.S. Securities System. At the election of the
Fund, the Fund shall be entitled to be subrogated to
the rights of the Custodian with respect to any claim
against the U.S. Securities System or any other person
which the Custodian may have as a consequence of any
such loss, expense or damage if and to the extent that
the Fund has not been made whole for any such loss,
expense or damage.
Section
2.10
Fund Assets Held in the Direct Paper System
. The
Custodian may deposit and/or maintain investments owned by the Fund
in the Direct Paper System subject to the following provisions:
1)
No transaction relating to investments in the Direct
Paper System will be effected in the absence of Proper
Instructions;
2)
The Custodian may keep investments of the Fund in the
Direct Paper System only if such investments are
represented in the Direct Paper System Account, which
account shall not include any assets of the Custodian
other than assets held as a fiduciary, custodian or
otherwise for customers;
3)
The records of the Custodian with respect to
investments of the Fund which are maintained in the
Direct Paper System shall identify by book-entry those
investments belonging to the Fund;
4)
The Custodian shall pay for investments purchased for
the account of the Fund upon the making of an entry on
the records of the Custodian to reflect such payment
and transfer of investments to the account of the Fund.
The Custodian shall transfer investments sold for the
account of the Fund upon the making of an entry on the
records of the Custodian to reflect such transfer and
receipt of payment for the account of the Fund;
5)
The Custodian shall furnish the Fund confirmation of
each transfer to or from the account of the Fund, in
the form of a written advice or notice, of Direct Paper
on the next business day following such transfer and
shall furnish to the Fund copies of daily transaction
sheets reflecting each day`s transaction in the Direct
Paper System for the account of the Fund; and
6)
The Custodian shall provide the Fund with any report
on its system of internal accounting control as the
Fund may reasonably request from time to time.
Section
2.11
Segregated Account
. The Custodian shall, upon
receipt of Proper Instructions, establish and maintain a segregated
account or accounts for and on behalf of the Fund, into which account
or accounts may be transferred cash and/or investments, including
investments maintained in an account by the Custodian pursuant to
Section 2.10 hereof, (i) in accordance with the provisions of any
agreement among the Fund, the Custodian and a broker-dealer
registered under the Exchange Act and a member of the NASD (or any
futures commission merchant registered under the Commodity Exchange
Act), relating to compliance with the rules of The Options Clearing
Corporation and of any registered national securities exchange (or
the Commodity Futures Trading Commission or any registered contract
market), or of any similar organization or organizations, regarding
escrow or other arrangements in connection with transactions by the
Fund, (ii) for purposes of segregating cash or government
investments in connection with options purchased, sold or written
by the Fund or commodity futures contracts or options thereon
purchased or sold by the Fund, (iii) for the purposes of compliance
by the Fund with the procedures required by 1940 Act Release No.
10666, or any other procedures subsequently required under the 1940
Act relating to the maintenance of segregated accounts by registered
investment companies, and (iv) for other purposes, but only, in the
case of clause (iv) upon receipt of Proper Instructions specifying
(a) the investments to be delivered, (b) setting forth the purpose
for which such delivery is to be made, and (c) naming the person
or persons to whom delivery of such investments shall be made.
Section
2.12
Ownership Certificates for Tax Purposes
. The Custodian
shall execute ownership and other certificates and affidavits for
all United States federal and state tax purposes in connection with
receipt of income or other payments with respect to domestic
investments of the Fund held by it hereunder and in connection with
transfers of such investments.
Section
2.13
Proxies
. The Custodian shall, with respect to the
domestic investments held hereunder, cause to be promptly executed
by the registered holder of such investments, if the investments
are registered otherwise than in the name of the Fund or a nominee
of the Fund, all proxies without indication of the manner in which
such proxies are to be voted, and shall promptly deliver to the
Fund such proxies, all proxy soliciting materials received by the
Custodian and all notices received relating to such investments.
Section
2.14
Communications Relating to Fund Investments
. Subject to
the provisions of Section 2.3, the Custodian shall transmit promptly
to the Fund all written information (including, without limitation,
pendency of calls and maturities of domestic investments and
expirations of rights in connection therewith and notices of
exercise of call and put options written by the Fund and the maturity
of futures contracts purchased or sold by the Fund) received by the
Custodian in connection with the domestic investments being held
for the Fund pursuant to this Agreement. With respect to tender
or exchange offers, the Custodian shall transmit to the Fund all
written information received by the Custodian, any agent appointed
pursuant to Section 2.8 hereof, or any sub-custodian appointed
pursuant to Section 1 hereof, from issuers of the domestic
investments whose tender or exchange is sought and from the party
(or his agents) making the tender or exchange offer. If the Fund
desires to take action with respect to any tender offer, exchange
offer or any other similar transaction, the Fund shall notify the
Custodian at least two (2) New York Stock Exchange business days
prior to the time such action must be taken under the terms of the
tender, exchange offer or other similar transaction, and it will
be the responsibility of the Custodian to timely transmit to the
appropriate person(s) such notice. Where the Fund provides the
Custodian with less than two (2) New York Stock Exchange business
days notice of its desired action, the Custodian shall use its best
efforts to timely transmit the Fund`s notice to the appropriate
person. It is expressly noted that the parties may agree to
alternative procedures with respect to such two (2) New York Stock
Exchange business days notice period on a selective and individual
basis.
Section
2.15
Reports to Fund by Independent Public Accountants
. The
Custodian shall provide the Fund, at such times as the Fund may
reasonably require, with reports by independent public accountants
on the accounting system, internal accounting control and procedures
for safeguarding investments, futures contracts and options on
futures contracts, including domestic investments deposited and/or
maintained in a U.S. Securities System, relating to the services
provided by the Custodian under this Agreement. Such reports shall
be of sufficient scope and detail, as may reasonably be required
by the Fund, to provide reasonable assurance that any material
inadequacies would be disclosed by such examination, and if there
are no such inadequacies the reports shall so state.
Section 3.
Duties of the Custodian with Respect to Certain Property of the
Funds Held Outside of the United States
Section
3.1
Definitions.
The following capitalized terms shall
have the respective following meanings:
"Foreign Securities System"
means a clearing agency or a securities
depository listed on Schedule A hereto.
"Foreign Sub-Custodian"
means a foreign banking institution set
forth on Schedule A hereto.
Section
3.2
Holding Securities.
The Custodian shall identify on
its books as belonging to the Funds the foreign securities held by
each Foreign Sub-Custodian or Foreign Securities System. The
Custodian may hold foreign securities for all of its customers,
including the Funds, with any Foreign Sub-Custodian in an account
that is identified as belonging to the Custodian for the benefit
of its customers, provided however, that (i) the records of the
Custodian with respect to foreign securities of the Funds which are
maintained in such account shall identify those securities as
belonging to the Funds and (ii) the Custodian shall require that
securities so held by the Foreign Sub-Custodian be held separately
from any assets of such Foreign Sub-Custodian or of other customers
of such Foreign Sub-Custodian.
Section 3.3
Foreign Securities Systems.
Foreign securities shall
be maintained in a Foreign Securities System in a designated country
only through arrangements implemented by the Foreign Sub-Custodian
in such country pursuant to the terms of this Agreement.
Section
3.4
Transactions in Foreign Custody Account.
3.4.1.
Delivery of Foreign Securities
.
The Custodian or a
Foreign Sub-Custodian shall release and deliver foreign securities
of the Funds held by such Foreign Sub-Custodian, or in a Foreign
Securities System account, only upon receipt of Proper Instructions,
which may be continuing instructions when deemed appropriate by the
parties, and only in the following cases:
(i)
upon the sale of such foreign securities for the Funds
in accordance with reasonable market practice in the
country where such foreign securities are held or
traded, including, without limitation: (A) delivery
against expectation of receiving later payment; or (B)
in the case of a sale effected through a Foreign
Securities System in accordance with the rules
governing the operation of the Foreign Securities
System;
(ii)
in connection with any repurchase agreement related to
foreign securities;
(iii)
to the depository agent in connection with tender or
other similar offers for foreign securities of the
Funds;
(iv)
to the issuer thereof or its agent when such foreign
securities are called, redeemed, retired or otherwise
become payable;
(v)
to the issuer thereof, or its agent, for transfer into
the name of the Custodian (or the name of the respective
Foreign Sub-Custodian or of any nominee of the
Custodian or such Foreign Sub-Custodian) or for
exchange for a different number of bonds, certificates
or other evidence representing the same aggregate face
amount or number of units;
(vi)
to brokers, clearing banks or other clearing agents
for examination or trade execution in accordance with
market custom; provided that in any such case the
Foreign Sub-Custodian shall have no responsibility or
liability for any loss arising from the delivery of
such securities prior to receiving payment for such
securities except as may arise from the Foreign Sub-
Custodian`s own negligence or willful misconduct;
(vii)
for exchange or conversion pursuant to any plan of
merger, consolidation, recapitalization,
reorganization or readjustment of the securities of
the issuer of such securities, or pursuant to
provisions for conversion contained in such
securities, or pursuant to any deposit agreement;
(viii)
in the case of warrants, rights or similar foreign
securities, the surrender thereof in the exercise of
such warrants, rights or similar securities or the
surrender of interim receipts or temporary securities
for definitive securities;
(ix)
or delivery as security in connection with any
borrowing by the Funds requiring a pledge of assets by
the Funds;
(x)
in connection with trading in options and futures
contracts, including delivery as original margin and
variation margin;
(xi)
in connection with the lending of foreign securities;
and
(xii)
for any other proper purpose, but only upon receipt of
Proper Instructions specifying the foreign securities
to be delivered, setting forth the purpose for which
such delivery is to be made, declaring such purpose to
be a proper Fund purpose, and naming the person or
persons to whom delivery of such securities shall be
made.
3.4.2.
Payment of Fund Monies
.
Upon receipt of Proper
Instructions, which may be continuing instructions when deemed
appropriate by the parties, the Custodian shall pay out, or direct
the respective Foreign Sub-Custodian or the respective Foreign
Securities System to pay out, monies of a Fund in the following
cases only:
(i)
upon the purchase of foreign securities for the Fund,
unless otherwise directed by Proper Instructions, by
(A) delivering money to the seller thereof or to a
dealer therefor (or an agent for such seller or dealer)
against expectation of receiving later delivery of such
foreign securities; or (B) in the case of a purchase
effected through a Foreign Securities System, in
accordance with the rules governing the operation of
such Foreign Securities System;
(ii)
in connection with the conversion, exchange or
surrender of foreign securities of the Fund;
(iii)
for the payment of any expense or liability of the
Fund, including but not limited to the following
payments: interest, taxes, investment advisory fees,
transfer agency fees, fees under this Agreement, legal
fees, accounting fees, and other operating expenses;
(iv)
for the purchase or sale of foreign exchange or foreign
exchange contracts for the Fund, including
transactions executed with or through the Custodian or
its Foreign Sub-Custodians;
(v)
in connection with trading in options and futures
contracts, including delivery as original margin and
variation margin;
(vii)
in connection with the borrowing or lending of foreign
securities; and
(viii)
for any other proper Fund purpose, but only upon receipt
of Proper Instructions specifying the amount of such
payment, setting forth the purpose for which such
payment is to be made, declaring such purpose to be a
proper Fund purpose, and naming the person or persons
to whom such payment is to be made.
3.4.3.
Market Conditions.
Notwithstanding any provision of
this Agreement to the contrary, settlement and payment for foreign
securities received for the account of the Funds and delivery of
foreign securities maintained for the account of the Funds may be
effected in accordance with the customary established securities
trading or processing practices and procedures in the country or
market in which the transaction occurs, including, without
limitation, delivering foreign securities to the purchaser thereof
or to a dealer therefor (or an agent for such purchaser or dealer)
with the expectation of receiving later payment for such foreign
securities from such purchaser or dealer.
Section
3.5
Registration of Foreign Securities.
The foreign
securities maintained in the custody of a Foreign Custodian (other
than bearer securities) shall be registered in the name of the
applicable Fund or in the name of the Custodian or in the name of
any Foreign Sub-Custodian or in the name of any nominee of the
foregoing, and the Fund agrees to hold any such nominee harmless
from any liability as a holder of record of such foreign securities.
The Custodian or a Foreign Sub-Custodian shall not be obligated to
accept securities on behalf of a Fund under the terms of this
Agreement unless the form of such securities and the manner in which
they are delivered are in accordance with reasonable market
practice.
Section
3.6
Bank Accounts.
A bank account or bank accounts
opened and maintained outside the United States on behalf of a Fund
with a Foreign Sub-Custodian shall be subject only to draft or order
by the Custodian or such Foreign Sub-Custodian, acting pursuant to
the terms of this Agreement to hold cash received by or from or for
the account of the Fund.
Section
3.7
Collection of Income. T
he Custodian shall use
reasonable commercial efforts to collect all income and other
payments with respect to the foreign securities held hereunder to
which the Funds shall be entitled and shall credit such income, as
collected, to the applicable Fund. In the event that extraordinary
measures are required to collect such income, the Fund and the
Custodian shall consult as to such measures and as to the
compensation and expenses of the Custodian relating to such
measures.
Section
3.8
Proxies. W
ith respect to the foreign securities
held under this Section 3, the Custodian will use reasonable
commercial efforts to facilitate the exercise of voting and other
shareholder proxy rights, subject always to the laws, regulations
and practical constraints that may exist in the country where such
securities are issued. The Fund acknowledges that local conditions,
including lack of regulation, onerous procedural obligations, lack
of notice and other factors may have the effect of severely limiting
the ability of the Fund to exercise shareholder rights.
Section
3.9
Communications Relating to Foreign Securities.
The
Custodian shall transmit promptly to the Fund written information
(including, without limitation, pendency of calls and maturities
of foreign securities and expirations of rights in connection
therewith) received by the Custodian in connection with the foreign
securities being held for the account of the Fund. With respect
to tender or exchange offers, the Custodian shall transmit promptly
to the Fund written information so received by the Custodian in
connection with the foreign securities whose tender or exchange is
sought or from the party (or its agents) making the tender or
exchange offer.
Section 3.10
Liability of Foreign Sub-Custodians and Foreign
Securities Systems.
Each agreement pursuant to which the Custodian
employs as a Foreign Sub-Custodian shall, to the extent possible,
require the Foreign Sub-Custodian to exercise reasonable care in
the performance of its duties and, to the extent possible, to
indemnify, and hold harmless, the Custodian from and against any
loss, damage, cost, expense, liability or claim arising out of or
in connection with the Foreign Sub-Custodian`s performance of such
obligations. At the Fund`s election, the Funds shall be entitled
to be subrogated
to the rights of the Custodian with respect to any
claims against a Foreign Sub-Custodian as a consequence of any such
loss, damage, cost, expense, liability or claim if and to the extent
that the Funds have not been made whole for any such loss, damage,
cost, expense, liability or claim.
Section
3.11
Tax Law.
The Custodian shall have no
responsibility or liability for any obligations now or hereafter
imposed on the Fund or the Custodian as custodian of the Funds by
the tax law of the United States or of any state or political
subdivision thereof. It shall be the responsibility of the Fund
to notify the Custodian of the obligations imposed on the Fund or
the Custodian as custodian of the Funds by the tax law of countries
set forth on Schedule A hereto, including responsibility for
withholding and other taxes, assessments or other governmental
charges, certifications and governmental reporting. The sole
responsibility of the Custodian with regard to such tax law shall
be to use reasonable efforts to assist the Fund with respect to any
claim for exemption or refund under the tax law of countries for
which the Fund has provided such information.
Section 4
.
Payments for Repurchases or Redemptions and Sales of Shares.
From such funds as may be available for the purpose, the
Custodian shall, upon receipt of instructions from the Transfer
Agent, make funds available for payment to holders of Shares which
have delivered to the Transfer Agent a request for redemption or
repurchase of their Shares. In connection with the redemption or
repurchase of Shares, the Custodian is authorized upon receipt of,
and in accordance with, instructions from the Transfer Agent to
wire funds to or through a commercial bank designated by the
redeeming shareholders. In connection with the redemption or
repurchase of Shares, the Custodian shall honor checks drawn on the
Custodian by a holder of Shares, which checks have been furnished
by the Fund to the holder of Shares, when presented to the Custodian
in accordance with such written procedures and controls as may be
mutually agreed upon from time to time between the Fund and the
Custodian.
The Custodian shall receive from the distributor for the Shares
or from the Transfer Agent and deposit to the account of the Fund
such payments as are received by the distributor or the Transfer
Agent, as the case may be, for Shares issued or sold from time to
time. The Custodian will notify the Fund and the Transfer Agent
of any payments for Shares received by it from time to time.
Section 5
.
Duties of Custodian with Respect to the Books of Account and
Calculation of Net Asset Value and Net Income.
The Custodian shall cooperate with and supply necessary
information to the entity or entities appointed by the Board to
keep the books of account of the Fund and/or compute the net asset
value per Share of the outstanding Shares or, if directed in writing
to do so by the Fund, shall itself keep such books of account and/
or compute such net asset value per Share. If so directed, the
Custodian shall also (i) calculate daily the net income of the Fund
as described in the Prospectus and shall advise the Fund and the
Transfer Agent daily of the total amounts of such net income, and/
or (ii) advise the Transfer Agent periodically of the division of
such net income among its various components. The calculations of
the net asset value per share and the daily income of the Fund shall
be made at the time or times described from time to time in the
Prospectus.
Section
6.
Proper Instructions.
"Proper Instructions," as such term is used throughout this
Agreement, means either (i) a writing, including a facsimile
transmission, signed by one or more persons as set forth on, and
in accordance with, an "Authorized Persons List," as such term is
defined herein (each such instruction a "Written Proper
Instruction"), (ii) a "Client Originated Electronic Financial
Instruction," as such term is defined in the Data Access Services
Addendum hereto, given in accordance with the terms of such Addendum,
or (iii) instructions received by the Custodian from a third party
in accordance with any three-party agreement which requires a
segregated asset account in accordance with Section 2.11.
Each Written Proper Instruction shall set forth a brief
description of the type of transaction involved (choosing from among
the types of transactions set forth on the Authorized Persons List),
including a specific statement of the purpose for which such action
is requested, and any modification to a Written Proper Instruction
must itself be a Written Proper Instruction and subject to all the
provisions herein relating to Written Proper Instructions. The
Fund will provide the Custodian with an "Authorized Persons List,"
which list shall set forth (a) the names of the individuals (each
an "Authorized Person") who are authorized by the Board to give
Written Proper Instructions with respect to the transactions
described therein, and (b) the number of Authorized Persons whose
signature or approval, as the case may be, is necessary for the
Custodian to be able to act in accordance with such Written Proper
Instructions with respect to a particular type of transaction. The
Custodian may accept oral instructions or instructions delivered
via electronic mail as Proper Instructions if the Custodian
reasonably believes such instructions to have been given by an
Authorized Person or Persons (as appropriate to the type of
transaction); provided, however, that in no event will instructions
delivered orally or via electronic mail be considered Proper
Instructions with respect to transactions involving the movement
of cash, securities or other assets of a Fund. The Custodian shall
be entitled to rely upon instructions given in accordance with an
Authorized Persons List until it actually receives written notice
from the Board of the applicable Fund to the contrary.
Section
7.
Evidence of Authority.
Subject to Section 9 hereof, the Custodian shall be protected
in acting upon any instructions, notice, request, consent,
certificate or other instrument or paper reasonably and in good
faith believed by it to be genuine and to have been properly executed
by or on behalf of the Fund. The Custodian may receive and accept
a copy of a vote of the Board, certified by the secretary or an
assistant secretary of the applicable Fund, as conclusive evidence
(a) of the authority of any person to act in accordance with such
vote or (b) of any determination or of any action by the Board
described in such vote, and such vote may be considered as in full
force and effect until receipt by the Custodian of written notice
to the contrary.
Section
8.
Actions Permitted without Express Authority.
The Custodian may in its discretion and without express
authority from the Fund:
1)
make payments to itself or others for minor expenses of
handling investments or other similar items relating to
its duties under this Agreement, provided that all such
payments shall be accounted for to the Fund;
2)
surrender investments in temporary form for investments
in definitive form;
3)
endorse for collection, in the name of the Fund, checks,
drafts and other negotiable instruments; and
4)
in general, attend to all non-discretionary details in
connection with the sale, exchange, substitution,
purchase, transfer and other dealings with the
investments and property of the Fund except as otherwise
directed by the Board.
Section 9
.
Responsibility of Custodian.
The Custodian shall not be responsible for the title, validity
or genuineness of any property or evidence of title thereto received
by it or delivered by it pursuant to this Agreement and shall be
held harmless in acting upon any notice, request, consent,
certificate or other instrument reasonably believed by it to be
genuine and to be signed by the proper party or parties, including
any futures commission merchant acting pursuant to the terms of a
three-party futures or options agreement. Notwithstanding anything
to the contrary herein, the Custodian shall be held to the exercise
of reasonable care in carrying out the provisions of this Agreement,
and it shall be kept indemnified by and shall be without liability
to the Fund for any action taken or omitted by it in good faith
without negligence. In order for the indemnification provision
contained in this Section to apply, it is understood that if in any
case the Fund may be asked by the Custodian to indemnify or hold
the Custodian harmless, the Fund shall be fully and promptly advised
of all pertinent facts concerning the situation in question, and
it is further understood that the Custodian will use reasonable
care to identify, and notify the Fund promptly concerning, any
situation which presents or appears likely to present the
probability of such a claim for indemnification. The Fund shall
have the option to defend the Custodian against any claim which may
be the subject of a claim for indemnification hereunder, and in the
event that the Fund so elects, it will notify the Custodian thereof
and, thereupon, (i) the Fund shall take over complete defense of
the claim and (ii) the Custodian shall initiate no further legal
or other expenses with respect to such claim. The Custodian shall
in no case confess any claim or make any compromise with respect
to any claim for which it will seek indemnity from the Fund except
with the Fund's prior written consent. Nothing herein shall be
construed to limit any right or cause of action on the part of the
Custodian under this Agreement which is independent of any right
or cause of action on the part of the Fund. The Custodian shall
be entitled to rely on and may act upon advice of counsel (who may
be counsel for the Fund or other such counsel as agreed to by the
parties) on all matters, and shall be without liability for any
action reasonably taken or omitted pursuant to such advice. The
Custodian shall be entitled to rely upon, and shall have no duty
of inquiry with respect to, the accuracy of any representation or
warranty given to it by the Fund or any duly-authorized employee
or agent thereof, and shall be without liability for any action
reasonably taken or omitted by it in reliance thereon. Regardless
of whether assets held pursuant to this Agreement are maintained
in the custody of a foreign banking institution, a foreign securities
depository, or a branch or affiliate of a U.S. bank, the Custodian
shall not be liable for any loss, damage, cost, expense, liability
or claim resulting from, or caused by, the direction of or
authorization by the Fund to maintain custody of any securities or
cash or other property of the Fund in a foreign country including,
but not limited to, losses resulting from the nationalization or
expropriation of assets, the imposition of currency controls or
restrictions, acts of war or terrorism or civil unrest, riots,
revolutions, work stoppages, natural disasters or other similar
events or acts.
Except as may arise from the Custodian`s own negligence or
willful misconduct or the negligence or willful misconduct of a
sub-custodian or agent, the Custodian shall be without liability
to the Fund for any loss, liability, claim or expense resulting
from or caused by: (i) events or circumstances beyond the reasonable
control of the Custodian or any sub-custodian or Securities System
or any agent or nominee of any of the foregoing, including, without
limitation, the interruption, suspension or restriction of trading
on or the closure of any securities market, power or other mechanical
or technological failures or interruptions, computer viruses or
communications disruptions; (ii) errors by the Fund or its duly-
appointed investment advisor in their instructions to the Custodian
provided such instructions have been given in accordance with this
Agreement; (iii) the insolvency of or acts or omissions by a
Securities System; (iv) any delay or failure of any broker, agent
or intermediary, central bank or other commercially prevalent
payment or clearing system to deliver to the Custodian`s sub-
custodian or agent securities purchased or in the remittance or
payment made in connection with securities sold; (v) any delay or
failure of any company, corporation or other body in charge of
registering or transferring securities in the name of the Custodian,
the Fund, the Custodian`s sub-custodians, nominees or agents, or
any consequential losses arising out of such delay or failure to
transfer such securities, including non-receipt of bonus, dividends
and rights and other accretions or benefits; (vi) delays or inability
to perform its duties due to any disorder in market infrastructure
with respect to any particular security or Securities System; and
(vii) changes to any provision of any present or future law or
regulation or order of the United States, or any state thereof, or
of any other country or political subdivision thereof, or any order
of any court of competent jurisdiction.
The Custodian shall be liable for the acts or omissions of a
foreign banking institution acting as a sub-custodian hereunder to
the same extent as set forth with respect to sub-custodians generally
in this Agreement.
If the Fund requires the Custodian to take any action with
respect to investments, which action involves the payment of money
or which action may, in the reasonable opinion of the Custodian,
result in the Custodian or its nominee assigned to the Fund being
liable for the payment of money or incurring liability of some other
form, the Fund, as a prerequisite to requiring the Custodian to
take such action, shall provide indemnity to the Custodian in an
amount and form satisfactory to it.
If the Custodian, or any of its affiliates, subsidiaries or
agents, advances cash or investments to the Fund for any purpose
(including but not limited to securities settlements, foreign
exchange contracts and assumed settlement), or in the event that
the Custodian or its nominee shall incur or be assessed any taxes,
charges, expenses, assessments, claims or liabilities in connection
with the performance of this Agreement, except such as may arise
from its or its nominee`s own negligent action, negligent failure
to act or willful misconduct, any property at any time held for the
account of the Fund shall be security therefor, and should the Fund
fail to repay the Custodian promptly the Custodian shall be entitled
to utilize available cash and to dispose of the Fund assets to the
extent necessary to obtain reimbursement, provided that the
Custodian gives the Fund reasonable notice to repay such cash or
securities advanced, and provided further that such notice
requirement shall not preclude the Custodian`s right to assert and
execute on such lien.
Except as may arise from the Custodian`s own negligence or
willful misconduct, or the negligence or willful misconduct of a
subcustodian or agent appointed by the Custodian, the Fund agrees
to indemnify and hold the Custodian harmless from and against any
and all costs, expenses, losses, damages, charges, reasonable
counsel fees, payments and liabilities which may be asserted against
the Custodian (i) acting in accordance with any Proper Instruction,
or (ii) for any acts or omissions of
Chase Manhattan Bank N.A
.
Notwithstanding any provision herein to the contrary, to the
extent the Custodian is found to be liable hereunder for any loss,
liability, claim, expense or damage, the Custodian shall be liable
only for such loss, liability, claim, expense or damage which was
reasonably foreseeable.
Section
10.
Effective Period, Termination and Amendment.
This Agreement shall become effective as of the date of its
execution, shall continue in full force and effect until terminated
as hereinafter provided, may be amended at any time by mutual
agreement of the parties hereto, and may be terminated by either
party by an instrument in writing delivered or mailed, postage
prepaid to the other party, such termination to take effect not
sooner than thirty (30) days after the date of such delivery or
mailing in the case of a termination by the Fund, and not sooner
than one hundred eighty (180) days after the date of such delivery
or mailing in the case of termination by the Custodian; provided,
however that the Custodian shall not act under Section 2.9 hereof
in the absence of receipt of an initial certificate of a Fund`s
secretary, or an assistant secretary thereof, that the Board has
approved the initial use of a particular U.S. Securities System,
as required by the 1940 Act or any applicable Rule thereunder, and
that the Custodian shall not act under Section 2.10 hereof in the
absence of receipt of an initial certificate of a Fund`s secretary,
or an assistant secretary thereof, that the Board has approved the
initial use of the Direct Paper System; provided further, however,
that the Fund shall not amend or terminate this Agreement in
contravention of any applicable federal or state regulations, or
any provision of the Fund`s articles of incorporation, agreement
of trust, by-laws and/or registration statement (as applicable, the
"Governing Documents"
); and further provided that the Fund may at
any time by action of its Board (i) substitute another bank or trust
company for the Custodian by giving notice as described above to
the Custodian, or (ii) immediately terminate this Agreement in the
event of the appointment of a conservator or receiver for the
Custodian by the United States Comptroller of the Currency or upon
the happening of a like event at the direction of an appropriate
regulatory agency or court of competent jurisdiction.
Upon termination of the Agreement, the Fund shall pay to the
Custodian such compensation as may be due as of the date of such
termination and shall likewise reimburse the Custodian for its
reasonable costs, expenses and disbursements, provided that the
Custodian shall not incur any costs, expenses or disbursements
specifically in connection with such termination unless it has
received prior approval from the Fund, such approval not to be
unreasonably withheld.
Section
11.
Successor Custodian.
If a successor custodian shall be appointed by the Board, the
Custodian shall, upon termination, deliver to such successor
custodian at the offices of the Custodian, duly endorsed and in the
form for transfer, all investments and other properties then held
by it hereunder, and shall transfer to an account of the successor
custodian all of the Fund`s investments held in a Securities System.
If no such successor custodian shall be appointed, the Custodian
shall, in like manner, upon receipt of a copy of a vote of the
Board, certified by the secretary or an assistant secretary of the
applicable Fund, deliver at the offices of the Custodian and transfer
such investments, funds and other properties in accordance with
such vote. In the event that no written order designating a
successor custodian or certified copy of a vote of the Board shall
have been delivered to the Custodian on or before the date when
such termination shall become effective, then the Custodian shall
have the right to deliver to a bank or trust company, which is a
"bank" as defined in the 1940 Act, doing business in Boston,
Massachusetts, or New York, New York, of its own selection and
having an aggregate capital, surplus, and undivided profits, as
shown by its last published report, of not less than $100,000,000,
all property held by the Custodian under this Agreement and to
transfer to an account of such successor custodian all of the Fund`s
investments held in any Securities System; thereafter, such bank
or trust company shall be the successor of the Custodian under this
Agreement.
In the event that any property held pursuant to this Agreement
remains in the possession of the Custodian after the date of
termination hereof owing to failure of the Fund to procure the
certified copy of the vote referred to or of the Board to appoint
a successor custodian, the Custodian shall be entitled to fair
compensation for its services during such period as the Custodian
retains possession of such property, and the provisions of this
Agreement relating to the duties and obligations of the Custodian
shall remain in full force and effect.
Section 12.
General.
Section
12.1
Compensation of Custodian.
The Custodian shall be
entitled to compensation for its services and reimbursement of its
expenses as Custodian as agreed upon from time to time between the
Fund and the Custodian.
Section
12.2
Massachusetts Law to Apply.
This Agreement shall
be construed and the provisions thereof interpreted under and in
accordance with laws of The Commonwealth of Massachusetts.
Section 12.3
Records
. The Custodian shall create and maintain
all records relating to its activities and obligations under this
Agreement in such manner as will meet the obligations of the Fund
under the 1940 Act, with particular attention to Section 31 thereof
and Rules 31a-1 and 31a-2 thereunder. All such records shall be
the property of the Fund and shall at all times during the regular
business hours of the Custodian be open for inspection by duly
authorized officers, employees or agents of the Fund and employees
and agents of the SEC. The Custodian shall, at the Fund`s request,
supply the Fund with a tabulation of investments owned by the Fund
and held by the Custodian hereunder, and shall, when requested to
do so by an officer of the Fund, and for such compensation as shall
be agreed upon between the Fund and the Custodian, include
certificate numbers in such tabulations.
Section
12.4
Opinion of Fund`s Independent Accountant.
The
Custodian shall take all reasonable action as the Fund may from
time to time request to obtain from year to year favorable opinions
from the Fund`s independent accountants with respect to its
activities hereunder in connection with the preparation of the
Fund`s Form N-1A, the preparation of the Fund`s Form N-SAR, the
preparation of any other annual reports to the SEC with respect to
the Fund, and with respect to any other requirements of the SEC.
Section
12.5
Interpretive and Additional Provisions.
In
connection with the operation of this Agreement, the Custodian and
the Fund may from time to time agree on such provisions interpretive
of or in addition to the provisions of this Agreement as may in
their joint opinion be consistent with the general tenor of this
Agreement. Any such interpretive or additional provisions shall
be in a writing signed by both parties and shall be annexed hereto,
provided that no such interpretive or additional provisions shall
contravene any applicable federal or state regulations or any
provision of the Governing Documents. No interpretive or additional
provisions made as provided in the preceding sentence shall be
deemed to be an amendment of this Agreement.
Section 12.6
Bond.
The Custodian shall at all times maintain
a bond in such form and amount as is acceptable to the Fund, which
shall be issued by a reputable fidelity insurance company authorized
to do business in the place where such bond is issued, against
larceny and embezzlement, covering each officer and employee of
the Custodian who may, singly or jointly with others, have access
to securities or funds of the Fund, either directly or through
authority to receive and carry out any certificate instruction,
order request, note or other instrument required or permitted by
this Agreement. The Custodian agrees that it shall not cancel,
terminate or modify such bond insofar as it adversely affects the
Fund except after written notice given to the Fund not less than
10 days prior to the effective date of such cancellation, termination
or modification. The Custodian shall, upon request, furnish to the
Fund a copy of each such bond and each amendment thereto.
Section 12.7
Confidentiality.
The Custodian agrees to treat
all records and other information relative to the Fund and its
prior, present or future shareholders as confidential, and the
Custodian, on behalf of itself and its employees, agrees to keep
confidential all such information except, after prior notification
to and approval in writing by the Fund, which approval shall not
be unreasonably withheld and may not be withheld where the Custodian
may be exposed to civil or criminal contempt proceedings for failure
to comply when requested to divulge such information by duly
constituted authorities, or when so requested by the Fund.
Section 12.8
Exemption from Lien.
Except as set forth in
Section 9 hereof, the securities and other assets held by the
Custodian hereunder shall not be subject to lien or charge of any
kind in favor of the Custodian or any person claiming through the
Custodian. Nothing herein shall be deemed to deprive the Custodian
of its right to invoke any and all remedies available at law or
equity to collect amounts due it under this Agreement.
Section 12.9
Assignment
. This Agreement may not be assigned
by either party without the written consent of the other, except
that either party may assign its rights and obligations hereunder
to a party controlling, controlled by, or under common control with
such party.
Section
12.10
Prior Agreements.
Without derogating the rights
established thereunder prior to the date of this Agreement, this
Agreement supersedes and terminates, as of the date hereof, all
prior agreements between the Fund and the Custodian relating to the
custody of Fund assets.
S
ection
12.11
Counterparts.
This Agreement may be executed in
several counterparts, each of which shall be deemed to be an
original, and all such counterparts taken together shall constitute
but one and the same Agreement.
Section 12.12 Notices
. Any notice, instruction or other
instrument required to be given hereunder may be delivered in person
to the offices of the parties as set forth herein during normal
business hours or delivered prepaid registered mail or by telex,
cable or telecopy to the parties at the following addresses or such
other addresses as may be notified by any party from time to time.
To any Fund:
|
c/o
T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Attention: Carmen Deyesu
Telephone: 410-345-6658
Telecopy: 410-685-8827/8830
|
To the Custodian:
|
State Street Bank and Trust Company
1776 Heritage Drive
North Quincy, Massachusetts 02171, U.S.A.
Attention: Carol C. Ayotte
Telephone: 617-985-6894
Telecopy: 617-537-6321
|
Such notice, instruction or other instrument shall be deemed
to have been served in the case of a registered letter at the
expiration of five business days after posting, in the case of cable
twenty-four hours after dispatch and, in the case of telex,
immediately on dispatch and if delivered outside normal business
hours it shall be deemed to have been received at the next time
after delivery when normal business hours commence and in the case
of cable, telex or telecopy on the business day after the receipt
thereof. Evidence that the notice was properly addressed, stamped
and put into the post shall be conclusive evidence of posting.
Section
12.13
Entire Agreement.
This Agreement (including all
schedules, appendices, exhibits and attachments hereto) constitutes
the entire Agreement between the parties with respect to the subject
matter hereof.
Section
12.14
Headings Not Controlling.
Headings used in this
Agreement are for reference purposes only and shall not be deemed
a part of this Agreement.
S
ection
12.15
Survival.
All provisions regarding
indemnification, confidentiality, warranty, liability and limits
thereon shall survive following the expiration or termination of
this Agreement.
Section
12.16
Severability.
In the event any provision of this
Agreement is held illegal, void or unenforceable, the balance shall
remain in effect.
Section 12.17 The Parties.
All references herein to the "Fund"
are to each of the funds listed on Appendix A hereto individually,
as if this Agreement were between such individual Fund and the
Custodian. In the case of a series fund or trust, all references
to the "Fund" are to the individual series or portfolio of such
fund or trust, or to such fund or trust on behalf of the individual
series or portfolio, as appropriate. Any reference in this Agreement
to "the parties" shall mean the Custodian and such other individual
Fund as to which the matter pertains. Each Fund hereby represents
and warranties that (i) it has the requisite power and authority
under applicable laws and its Governing Documents to enter into and
perform this Agreement, (ii) all requisite proceedings have been
taken to authorize it to enter into and perform this Agreement, and
(iii) its entrance into this Agreement shall not cause a material
breach or be in material conflict with any other agreement or
obligation of the Fund or any law or regulation applicable to it.
Section
12.18
Directors and Trustees
. It is understood and is
expressly stipulated that neither the holders of Shares nor any
member of the Board be personally liable hereunder. Whenever
reference is made herein to an action required to be taken by the
Board, such action may also be taken by the Board`s executive
committee.
Section
12.19
Massachusetts Business Trust
. With respect to any
Fund which is a party to this Agreement and which is organized as
a Massachusetts business trust, the term "Fund" means and refers
to the trustees from time to time serving under the applicable trust
agreement of such trust, as the same may be amended from time to
time (the
"Declaration of Trust"
). It is expressly agreed that the
obligations of any such Fund hereunder shall not be binding upon
any of the trustees, shareholders, nominees, officers, agents or
employees of the Fund personally, but bind only the trust property
of the Fund as set forth in the applicable Declaration of Trust.
In the case of each Fund which is a Massachusetts business trust
(in each case, a
"Trust"
), the execution and delivery of this
Agreement on behalf of the Trust has been authorized by the trustees,
and signed by an authorized officer, of the Trust, in each case
acting in such capacity and not individually, and neither such
authorization by the trustees nor such execution and delivery by
such officer shall be deemed to have been made by any of them
individually, but shall bind only the trust property of the Trust
as provided in its Declaration of Trust.
Section
12.20
Reproduction of Documents.
This Agreement and all
schedules, exhibits, attachments and amendments hereto may be
reproduced by any photographic, photostatic, microfilm, micro-card,
miniature photographic or other similar process. The parties hereto
all/each agree that any such reproduction shall be admissible in
evidence as the original itself in any judicial or administrative
proceeding, whether or not the original is in existence and whether
or not such reproduction was made by a party in the regular course
of business, and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in
evidence.
Section
12.21
Shareholder Communications Election.
SEC Rule 14b-2
requires banks which hold securities for the account of customers
to respond to requests by issuers of securities for the names,
addresses and holdings of beneficial owners of securities of that
issuer held by the bank unless the beneficial owner has expressly
objected to disclosure of this information. In order to comply
with the rule, the Custodian needs the Fund to indicate whether it
authorizes the Custodian to provide the Fund`s name, address, and
share position to requesting companies whose securities the Fund
owns. If the Fund tells the Custodian "no", the Custodian will not
provide this information to requesting companies. If the Fund tells
the Custodian "yes" or does not check either "yes" or "no" below,
the Custodian is required by the rule to treat the Fund as consenting
to disclosure of this information for all securities owned by the
Fund or any funds or accounts established by the Fund. For the
Fund`s protection, the Rule prohibits the requesting company from
using the Fund`s name and address for any purpose other than
corporate communications. Please indicate below whether the Fund
consents or objects by checking one of the alternatives below.
YES [ ]
The Custodian is authorized to release the Fund`s
name, address, and share positions.
NO [X]
The Custodian is not authorized to release the Fund`s
name, address, and share positions.
DATA ACCESS SERVICES ADDENDUM TO CUSTODIAN AGREEMENT
Addendum to the Custodian Agreement (as defined below) between
each fund listed on Appendix A to the Custodian Agreement, as such
Appendix A is amended from time to time (each such fund listed on
Appendix A shall be individually referred to herein as the
"Fund"
),
and State Street Bank and Trust Company (
"State Street"
).
PREAMBLE
WHEREAS, State Street has been appointed as custodian of
certain assets of the Fund pursuant to a certain Custodian Agreement
(the
"Custodian Agreement"
) dated as of January 28, 1998, and amended
thereafter from time to time;
WHEREAS, State Street has developed and utilizes proprietary
accounting and other systems, including State Street`s proprietary
Multicurrency HORIZON
R
Accounting System, in its role as custodian
of the Fund, and maintains certain Fund-related data (
"Fund Data"
)
in databases under the control and ownership of State Street (the
"Data Access Services"
); and
WHEREAS, State Street makes available to the Fund (and certain
of the Fund`s agents as set forth herein)
certain Data Access
Services solely for the benefit of the Fund, and intends to provide
additional services, consistent with the terms and conditions of
this Addendum.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, and for other good and valuable
consideration, the parties agree as follows:
1.
SYSTEM AND DATA ACCESS SERVICES
a.
System
. Subject to the terms and conditions of this
Addendum and solely for the purpose of providing access to Fund
Data as set forth herein, State Street hereby agrees to provide the
Fund, or certain third parties approved by State Street that serve
as the Fund`s investment advisors, investment managers or fund
accountants (the
"Fund Accountants"
) or as the Fund`s independent
auditors (the
"Auditor"
), with access to State Street`s
Multicurrency HORIZON
R
Accounting System and the other information
systems described in Attachment A (collectively, the
"System"
) on
a remote basis solely on the computer hardware, system software and
telecommunication links described in Attachment B (the
"Designated
Configuration"
) or on any designated substitute or back-up equipment
configuration consented to in writing by State Street, such consent
not to be unreasonably withheld.
b.
Data Access Services
. State Street agrees to make
available to the Fund the Data Access Services subject to the terms
and conditions of this Addendum and such data access operating
standards and procedures as may be issued by State Street from time
to time. The Fund shall be able to access the System to (i) originate
electronic instructions to State Street in order to (a) effect the
transfer or movement of cash or securities held under custody by
State Street or (b) transmit accounting or other information (the
transactions described in (i)(a) and (i)(b) above are referred to
herein as
"Client Originated Electronic Financial Instructions"
),
and (ii) access data for the purpose of reporting and analysis,
which shall all be deemed to be Data Access Services for purposes
of this Addendum.
c.
Additional Services
. State Street may from time to time
agree to make available to the Fund additional Systems that are not
described in the attachments to this Addendum. In the absence of
any other written agreement concerning such additional systems, the
term
"System"
shall include, and this Addendum shall govern, the
Fund`s access to and use of any additional System made available
by State Street and/or accessed by the Fund.
2.
NO USE OF THIRD PARTY SYSTEMS-LEVEL SOFTWARE
State Street and the Fund acknowledge that in connection with
the Data Access Services provided under this Addendum, the Fund
will have access, through the Data Access Services, to Fund Data
and to functions of State Street`s proprietary systems; provided,
however that in no event will the Fund have direct access to any
third party systems-level software that retrieves data for, stores
data from, or otherwise supports the System.
3.
LIMITATION ON SCOPE OF USE
a.
Designated Equipment; Designated Locations
. The System
and the Data Access Services shall be used and accessed solely on
and through the Designated Configuration at the offices of the Fund
or the Fund Accountants in Baltimore, Maryland or Owings Mills,
Maryland (
"Designated Locations"
).
b.
Designated Configuration; Trained Personnel
. State
Street and the Fund shall be responsible for supplying, installing
and maintaining the Designated Configuration at the Designated
Locations. State Street and the Fund agree that each will engage
or retain the services of trained personnel to enable both parties
to perform their respective obligations under this Addendum. State
Street agrees to use commercially reasonable efforts to maintain
the System so that it remains serviceable, provided, however, that
State Street does not guarantee or assure uninterrupted remote
access use of the System.
c.
Scope of Use
. The Fund will use the System and the Data
Access Services only for the processing of securities transactions,
the keeping of books of account for the Fund and accessing data for
purposes of reporting and analysis. The Fund shall not, and shall
cause its employees and agents not to (i) permit any unauthorized
third party to use the System or the Data Access Services, (ii)
sell, rent, license or otherwise use the System or the Data Access
Services in the operation of a service bureau or for any purpose
other than as expressly authorized under this Addendum, (iii) use
the System or the Data Access Services for any fund, trust or other
investment vehicle), other than as set forth herein, without the
prior written consent of State Street, (iv) allow access to the
System or the Data Access Services through terminals or any other
computer or telecommunications facilities located outside the
Designated Locations, (v) allow or cause any information (other
than portfolio holdings, valuations of portfolio holdings, and other
information reasonably necessary for the management or distribution
of the assets of the Fund) transmitted from State Street`s databases,
including data from third party sources, available through use of
the System or the Data Access Services to be redistributed or
retransmitted to another computer, terminal or other device for
other than use for or on behalf of the Fund or (vi) modify the
System in any way, including without limitation developing any
software for or attaching any devices or computer programs to any
equipment, system, software or database which forms a part of or
is resident on the Designated Configuration.
d.
Other Locations
. Except in the event of an emergency or
of a planned System shutdown, the Fund`s access to services performed
by the System or to Data Access Services at the Designated Locations
may be transferred to a different location only upon the prior
written consent of State Street. In the event of an emergency or
System shutdown, the Fund may use any back-up site included in the
Designated Configuration or any other back-up site agreed to by
State Street, which agreement will not be unreasonably withheld.
The Fund may secure from State Street the right to access the System
or the Data Access Services through computer and telecommunications
facilities or devices complying with the Designated Configuration
at additional locations only upon the prior written consent of State
Street and on terms to be mutually agreed upon by the parties.
e.
Title
. Title and all ownership and proprietary rights
to the System, including any enhancements or modifications thereto,
whether or not made by State Street, are and shall remain with State
Street.
f.
No Modification
. Without the prior written consent of
State Street, the Fund shall not modify, enhance or otherwise create
derivative works based upon the System, nor shall the Fund reverse
engineer, decompile or otherwise attempt to secure the source code
for all or any part of the System.
g.
Security Procedures
. The Fund shall comply with data
access operating standards and procedures and with user
identification or other password control requirements and other
security procedures as may be issued from time to time by State
Street for use of the System on a remote basis and to access the
Data Access Services. The Fund shall have access only to the Fund
Data and authorized transactions agreed upon from time to time by
State Street and, upon notice from State Street, the Fund shall
discontinue remote use of the System and access to Data Access
Services for any security reasons cited by State Street; provided,
that, in such event, State Street shall, for a period not less than
180 days (or such other shorter period specified by the Fund) after
such discontinuance, assume responsibility to provide accounting
services under the terms of the Custodian Agreement.
h.
Inspections
. State Street shall have the right to inspect
the use of the System and the Data Access Services by the Fund, the
Fund Accountants and the Auditor to ensure compliance with this
Addendum. The on-site inspections shall be upon prior written
notice to Fund, the Fund Accountants and the Auditor and at
reasonably convenient times and frequencies so as not to result in
an unreasonable disruption of the Fund`s or the Fund Accountants`
or the Auditor respective businesses.
4.
PROPRIETARY INFORMATION
a.
Proprietary Information
. The Fund acknowledges and State
Street represents that the System and the databases, computer
programs, screen formats, report formats, interactive design
techniques, documentation and other information made available to
the Fund by State Street as part of the Data Access Services and
through the use of the System constitute copyrighted, trade secret,
or other proprietary information of substantial value to State
Street. Any and all such information provided by State Street to
the Fund shall be deemed proprietary and confidential information
of State Street (hereinafter
"Proprietary Information"
). The Fund
agrees that it will hold such Proprietary Information in the
strictest confidence and secure and protect it in a manner consistent
with its own procedures for the protection of its own confidential
information and to take appropriate action by instruction or
agreement with its employees or agents who are permitted access to
the Proprietary Information to satisfy its obligations hereunder.
The Fund further acknowledges that State Street shall not be required
to provide the Fund Accountants or the Auditor with access to the
System unless it has first received from the Fund Accountants and
the Auditor an undertaking with respect to State Street`s
Proprietary Information in the form of Attachment C and/or
Attachment C-1 to this Addendum. The Fund shall use all commercially
reasonable efforts to assist State Street in identifying and
preventing any unauthorized use, copying or disclosure of the
Proprietary Information or any portions thereof or any of the logic,
formats or designs contained therein.
b.
Cooperation
. Without limitation of the foregoing, the
Fund shall advise State Street immediately in the event the Fund
learns or has reason to believe that any person to whom the Fund
has given access to the Proprietary Information, or any portion
thereof, has violated or intends to violate the terms of this
Addendum, and the Fund will, at its reasonable
expense, cooperate
with State Street in seeking injunctive or other equitable relief
in the name of the Fund or State Street against any such person.
c.
Injunctive Relief
. The Fund acknowledges that the
disclosure of any Proprietary Information, or of any information
which at law or equity ought to remain confidential, will immediately
give rise to continuing irreparable injury to State Street
inadequately compensable in damages at law. In addition, State
Street shall be entitled to obtain immediate injunctive relief
against the breach or threatened breach of any of the foregoing
undertakings, in addition to any other legal remedies which may be
available.
d.
Survival
. The provisions of this Section 4 shall survive
the termination of this Addendum.
5.
LIMITATION ON LIABILITY
a.
Standard of Care and Limitation on Amount and Time for
Bringing Action
. State Street shall be held to a standard of
reasonable care with respect to all of its duties and obligations
under this Addendum. The Fund agrees that any liability of State
Street to the Fund or any third party arising with respect to the
System or State Street`s provision of Data Access Services under
this Data Access Services Addendum shall be limited to the amount
paid by the Fund for the preceding 24 months for such services.
The foregoing limitation shall relate solely to State Street`s
provision of the Data Access Services pursuant to this Addendum and
is not intended to limit State Street`s responsibility to perform
in accordance with the Custodian Agreement, including its duty to
act in accordance with Proper Instructions. In no event shall State
Street be liable to the Fund or any other party pursuant to this
Addendum for any special, indirect, punitive or consequential
damages even if advised of the possibility of such damages. No
action, regardless of form, arising out of the terms of this Addendum
may be brought by the Fund more than two years after the Fund has
knowledge that the cause of action has arisen.
b.
Limited Warranties
. NO OTHER WARRANTIES, WHETHER EXPRESS
OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE MADE
BY STATE STREET.
c.
Third-Party Data
. Organizations from which State Street
may obtain certain data included in the System or the Data Access
Services are solely responsible for the contents of such data, and
State Street shall have no liability for claims arising out of the
contents of such third-party data, including, but not limited to,
the accuracy thereof.
d.
Regulatory Requirements
. As between State Street and the
Fund, the Fund shall be solely responsible for the accuracy of any
accounting statements or reports produced using the Data Access
Services and the System and the conformity thereof with any
requirements of law.
e.
Force Majeure
. Neither party shall be liable for any
costs or damages due to delay or nonperformance under this Data
Access Services Addendum arising out of any cause or event beyond
such party`s control, including, without limitation, cessation of
services hereunder or any damages resulting therefrom to the other
party as a result of work stoppage, power or other mechanical
failure, computer virus, natural disaster, governmental action, or
communication disruption.
6.
INDEMNIFICATION
The Fund agrees to indemnify and hold State Street harmless
from any loss, damage or expense including reasonable attorney`s
fees, (a "loss") suffered by State Street arising from (i) the
negligence or willful misconduct in the use by the Fund of the Data
Access Services or the System, including any loss incurred by State
Street resulting from a security breach at the Designated Locations
or committed by the Fund`s employees or agents or the Fund
Accountants or the and Auditor, and (ii) any loss resulting from
incorrect Client Originated Electronic Financial Instructions.
State Street shall be entitled to rely on the validity and
authenticity of Client Originated Electronic Financial Instructions
without undertaking any further inquiry as long as such instruction
is undertaken in conformity with security procedures established
by State Street from time to time.
7.
FEES
Fees and charges for the use of the System and the Data Access
Services and related payment terms shall be as set forth in the
custody fee schedule in effect from time to time between the parties
(the
"Fee Schedule"
). Any tariffs, duties or taxes imposed or
levied by any government or governmental agency by reason of the
transactions contemplated by this Addendum, including, without
limitation, federal, state and local taxes, use, value added and
personal property taxes (other than income, franchise or similar
taxes which may be imposed or assessed against State Street) shall
be borne by the Fund. Any claimed exemption from such tariffs,
duties or taxes shall be supported by proper documentary evidence
delivered to State Street.
8.
TRAINING, IMPLEMENTATION AND CONVERSION
a.
Training
. State Street agrees to provide training, at a
designated State Street training facility or at the Designated
Locations, to the Fund`s personnel in connection with the use of
the System on the Designated Configuration. The Fund agrees that
it will set aside, during regular business hours or at other times
agreed upon by both parties, sufficient time to enable all operators
of the System and the Data Access Services, designated by the Fund,
to receive the training offered by State Street pursuant to this
Addendum.
b.
Installation and Conversion
. State Street and the Fund
shall be responsible for the technical installation and conversion
(
"Installation and Conversion"
) of the Designated Configuration.
The Fund shall have the following responsibilities in connection
with Installation and Conversion of the System:
(i)
The Fund shall be solely responsible for the timely
acquisition and maintenance of the hardware and software
that attach to the Designated Configuration in order to
use the Data Access Services at the Designated Locations,
and
(ii)
State Street and the Fund each agree that they will assign
qualified personnel to actively participate during the
Installation and Conversion phase of the System
implementation to enable both parties to perform their
respective obligations under this Addendum.
9.
SUPPORT
During the term of this Addendum, State Street agrees to provide
the support services set out in Attachment D to this Addendum.
10.
TERM
a.
Term
. This Addendum shall become effective on the date
of its execution by State Street and shall remain in full force and
effect until terminated as herein provided.
b.
Termination
. Either party may terminate this Addendum
(i) for any reason by giving the other party at least one-hundred
and eighty (180) days` prior written notice in the case of notice
of termination by State Street to the Fund or thirty (30) days`
notice in the case of notice from the Fund to State Street of
termination; or (ii) immediately for failure of the other party to
comply with any material term and condition of the Addendum by
giving the other party written notice of termination. In the event
the Fund shall cease doing business, shall become subject to
proceedings under the bankruptcy laws (other than a petition for
reorganization or similar proceeding) or shall be adjudicated
bankrupt, this Addendum and the rights granted hereunder shall, at
the option of State Street, immediately terminate with notice to
the Fund. This Addendum shall in any event terminate as to any
Fund within ninety (90) days after the termination of the Custodian
Agreement.
c.
Termination of the Right to Use
. Upon termination of
this Addendum for any reason, any right to use the System and access
to the Data Access Services shall terminate and the Fund shall
immediately cease use of the System and the Data Access Services.
Immediately upon termination of this Addendum for any reason, the
Fund shall return to State Street all copies of documentation and
other Proprietary Information in its possession; provided, however,
that in the event that either party terminates this Addendum or the
Custodian Agreement for any reason other than the Fund`s breach,
State Street shall provide the Data Access Services for a period
of time and at a price to be agreed upon in writing by the parties.
11.
MISCELLANEOUS
a.
Year 2000
. State Street will take all steps necessary
to ensure that its products (and those of its third-party suppliers)
reflect the available state of the art technology to offer products
that are Year 2000 compliant, including, but not limited to, century
recognition of dates, calculations that correctly compute same
century and multi-century formulas and date values, and interface
values that reflect the date issues arising between now and the
next one-hundred years. If any changes are required, State Street
will make the changes to its products at no cost to the Fund and
in a commercially reasonable time frame and will require third-
party suppliers to do likewise.
b.
Assignment; Successors
. This Addendum and the rights and
obligations of the Fund and State Street hereunder shall not be
assigned by either party without the prior written consent of the
other party, except that State Street may assign this Addendum to
a successor of all or a substantial portion of its business, or to
a party controlling, controlled by, or under common control with
State Street.
c.
Survival
. All provisions regarding indemnification,
warranty, liability and limits thereon, and confidentiality and/or
protection of proprietary rights and trade secrets shall survive
the termination of this Addendum.
d.
Entire Agreement
. This Addendum and the attachments
hereto constitute the entire understanding of the parties hereto
with respect to the Data Access Services and the use of the System
and supersedes any and all prior or contemporaneous representations
or agreements, whether oral or written, between the parties as such
may relate to the Data Access Services or the System, and cannot
be modified or altered except in a writing duly executed by the
parties. This Addendum is not intended to supersede or modify the
duties and liabilities of the parties hereto under the Custodian
Agreement or any other agreement between the parties hereto except
to the extent that any such agreement specifically refers to the
Data Access Services or the System. No single waiver or any right
hereunder shall be deemed to be a continuing waiver.
e.
Severability
.
If any provision or provisions of this
Addendum shall be held to be invalid, unlawful, or unenforceable,
the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired.
f.
Governing Law
. This Addendum shall be interpreted and
construed in accordance with the internal laws of The Commonwealth
of Massachusetts without regard to the conflict of laws provisions
thereof.
ATTACHMENT A
Multicurrency HORIZON
R
Accounting System
System Product Description
I.
The Multicurrency HORIZON
R
Accounting System is designed to
provide lot level portfolio and general ledger accounting for SEC
and ERISA type requirements and includes the following services:
1) recording of general ledger entries; 2) calculation of daily
income and expense; 3) reconciliation of daily activity with the
trial balance, and 4) appropriate automated feeding mechanisms to
(i) domestic and international settlement systems, (ii) daily,
weekly and monthly evaluation services, (iii) portfolio performance
and analytic services, (iv) customer`s internal computing systems
and (v) various State Street provided information services products.
II.
GlobalQuest
R
GlobalQuest
R
is designed to provide customer
access to the following information maintained on The Multicurrency
HORIZON
R
Accounting System: 1) cash transactions and balances;
2)
purchases and sales; 3) income receivables; 4) tax refund;
5)
daily priced positions; 6) open trades; 7) settlement status;
8) foreign exchange transactions; 9) trade history; and 10) daily,
weekly and monthly evaluation services.
III.
HORIZON
R
Gateway. HORIZON
R
Gateway provides customers with
the ability to (i) generate reports using information maintained
on the Multicurrency HORIZON
R
Accounting System which may be viewed
or printed at the customer`s location; (ii) extract and download
data from the Multicurrency HORIZONR Accounting System; and
(iii)
access previous day and historical data. The following
information which may be accessed for these purposes: 1) holdings;
2) holdings pricing; 3) transactions, 4) open trades; 5) income;
6) general ledger and 7) cash.
IV.
State Street Interchange
. State Street Interchange is an
open information delivery architecture wherein proprietary
communication products, data formats and workstation tools are
replaced by industry standards and is designed to enable the
connection of State Street`s network to customer networks, thereby
facilitating the sharing of information.
ATTACHMENT C
Undertaking
(Fund Accountants)
The undersigned understands that in the course of its
employment as Fund Accountant to each fund listed on Appendix A (as
amended from time to time) to that certain Custodian Agreement dated
as of January 28, 1998 (the
"Fund"
), it will have access to State
Street Bank and Trust Company`s Multicurrency HORIZON Accounting
System and other information systems (collectively, the
"System"
).
The undersigned acknowledges that the System and the databases,
computer programs, screen formats, report formats, interactive
design techniques, documentation, and other information made
available to the Undersigned by State Street Bank and Trust Company
(
"State Street"
) as part of the Data Access Services provided to
the Fund and through the use of the System constitute copyrighted,
trade secret, or other proprietary information of substantial value
to State Street. Any and all such information provided by State
Street to the Undersigned shall be deemed proprietary and
confidential information of State Street (hereinafter
"Proprietary
Information"
). The undersigned agrees that it will hold such
Proprietary Information in confidence and secure and protect it in
a manner consistent with its own procedures for the protection of
its own confidential information and to take appropriate action by
instruction or agreement with its employees who are permitted access
to the Proprietary Information to satisfy its obligations hereunder.
The undersigned will not attempt to intercept data, gain access
to data in transmission, or attempt entry into any system or files
for which it is not authorized. It will not intentionally adversely
affect the integrity of the System through the introduction of
unauthorized code or data, or through unauthorized deletion.
Upon notice by State Street for any reason, any right to use
the System and access to the Data Access Services shall terminate
and the Undersigned shall immediately cease use of the System and
the Data Access Services. Immediately upon notice by State Street
for any reason, the undersigned shall return to State Street all
copies of documentation and other Proprietary Information in its
possession.
[The Fund Accountants]
By:
______________________________
Title:
______________________________
Date:
______________________________
ATTACHMENT C-1
Undertaking
(Auditor)
The undersigned understands that in the course of its
employment as Auditor to each fund listed on Appendix A (as amended
from time to time) to that certain Custodian Agreement dated as of
January 28, 1998 (the
"Fund"
) it will have access to State Street
Bank and Trust Company`s Multicurrency HORIZON Accounting System
and other information systems (collectively, the
"System"
).
The undersigned acknowledges that the System and the databases,
computer programs, screen formats, report formats, interactive
design techniques, documentation, and other information made
available to the Undersigned by State Street Bank and Trust Company
(
"State Street"
) as part of the Data Access Services provided to
the Fund and through the use of the System constitute copyrighted,
trade secret, or other proprietary information of substantial value
to State Street. Any and all such information provided by State
Street to the Undersigned shall be deemed proprietary and
confidential information of State Street (hereinafter
"Proprietary
Information"
). The undersigned agrees that it will hold such
Proprietary Information in confidence and secure and protect it in
a manner consistent with its own procedures for the protection of
its own confidential information and to take appropriate action by
instruction or agreement with its employees who are permitted access
to the Proprietary Information to satisfy its obligations hereunder.
The undersigned will not attempt to intercept data, gain access
to data in transmission, or attempt entry into any system or files
for which it is not authorized. It will not intentionally adversely
affect the integrity of the System through the introduction of
unauthorized code or data, or through unauthorized deletion.
Upon notice by State Street for any reason, any right to use
the System and access to the Data Access Services shall terminate
and the Undersigned shall immediately cease use of the System and
the Data Access Services. Immediately upon notice by State Street
for any reason, the undersigned shall return to State Street all
copies of documentation and other Proprietary Information in its
possession.
[The Auditor]
By:
______________________________
Title:
______________________________
Date:
______________________________
ATTACHMENT D
Support
During the term of this Addendum, State Street agrees to provide
the following on-going support services:
a.
Telephone Support. The Fund Designated Persons may
contact State Street`s HORIZON
R
Help Desk and Fund Assistance Center
between the hours of 8 a.m. and 6 p.m. (Eastern time) on all business
days for the purpose of obtaining answers to questions about the
use of the System, or to report apparent problems with the System.
From time to time, the Fund shall provide to State Street a list
of persons who shall be permitted to contact State Street for
assistance (such persons being referred to as the
"Fund Designated
Persons"
).
b.
Technical Support
. State Street will provide technical
support to assist the Fund in using the System and the Data Access
Services. The total amount of technical support provided by State
Street shall not exceed 10 resource days per year. State Street
shall provide such additional technical support as is expressly set
forth in the fee schedule in effect from time to time between the
parties (the
"Fee Schedule"
). Technical support, including during
installation and testing, is subject to the fees and other terms
set forth in the Fee Schedule.
c.
Maintenance Support
. State Street shall use commercially
reasonable efforts to correct system functions that do not work
according to the System Product Description as set forth on
Attachment A in priority order in the next scheduled delivery release
or otherwise as soon as is practicable.
d.
System Enhancements
. State Street will provide to the
Fund any enhancements to the System developed by State Street and
made a part of the System; provided that State Street offer the
Fund reasonable training on the enhancement. Charges for system
enhancements shall be as provided in the Fee Schedule. State Street
retains the right to charge for related systems or products that
may be developed and separately made available for use other than
through the System.
e.
Custom Modifications
. In the event the Fund desires
custom modifications in connection with its use of the System, the
Fund shall make a written request to State Street providing
specifications for the desired modification. Any custom
modifications may be undertaken by State Street in its sole
discretion in accordance with the Fee Schedule.
f.
Limitation on Support
. State Street shall have no
obligation to support the Fund`s use of the System: (1) for use
on any computer equipment or telecommunication facilities which
does not conform to the Designated Configuration or (ii) in the
event the Fund has modified the System in breach of this Addendum.
In
Witness Whereof
, each of the parties has caused this instrument
to be executed in its name and on its behalf by its duly authorized
representative
as of the date and year first written above.
T. Rowe Price Growth Stock Fund, Inc.
T. Rowe Price New Horizons Fund, Inc.
T. Rowe Price New Era Fund, Inc.
T. Rowe Price New Income Fund, Inc.
T. Rowe Price Prime Reserve Fund, Inc.
T. Rowe Price International Funds, Inc.
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price Growth & Income Fund, Inc.
T. Rowe Price Short-Term Bond Fund, Inc.
T. Rowe Price Tax-Free Income Fund, Inc.
T. Rowe Price Tax-Exempt Money Fund, Inc.
T. Rowe Price Tax-Free Short-Intermediate Fund, Inc.
T. Rowe Price High Yield Fund, Inc.
T. Rowe Price Tax-Free High Yield Fund, Inc.
T. Rowe Price New America Growth Fund
T. Rowe Price Equity Income Fund
T. Rowe Price GNMA Fund
T. Rowe Price Capital Appreciation Fund
T. Rowe Price State Tax-Free Income Trust
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
Virginia Short-Term Tax-Free Bond Fund
New Jersey Tax-Free Bond Fund
Georgia Tax-Free Bond Fund
Florida Insured Intermediate Tax-Free Fund
T. Rowe Price California Tax-Free Income Trust
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. Rowe Price Science & Technology Fund, Inc.
T. Rowe Price Small-Cap Value Fund, Inc.
Institutional International Funds, Inc.
Foreign Equity Fund
T. Rowe Price U.S. Treasury Funds, Inc.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. Rowe Price Index Trust, Inc.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
T. Rowe Price Spectrum Fund, Inc.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
T. Rowe Price Balanced Fund, Inc.
T. Rowe Price Short-Term U.S. Government Fund, Inc.
T. Rowe Price Mid-Cap Growth Fund, Inc.
T. Rowe Price Tax-Free Insured Intermediate
Bond Fund, Inc.
T. Rowe Price Dividend Growth Fund, Inc.
T. Rowe Price Blue Chip Growth Fund, Inc.
T. Rowe Price Summit Funds, Inc.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit Limited-Term Bond Fund
T. Rowe Price Summit GNMA Fund
T. Rowe Price Summit Municipal Funds, Inc.
T. Rowe Price Summit Municipal Money Market Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Income Fund
T. Rowe Price Equity Series, Inc.
T. Rowe Price Equity Income Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced
Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price International Series, Inc.
T. Rowe Price International Stock Portfolio
T. Rowe Price Fixed Income Series, Inc.
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve Portfolio
T. Rowe Price Personal Strategy Funds, Inc.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. Rowe Price Value Fund, Inc.
T. Rowe Price Capital Opportunity Fund, Inc.
T. Rowe Price Corporate Income Fund, Inc.
T. Rowe Price Health Sciences Fund, Inc.
T. Rowe Price Mid-Cap Value Fund, Inc.
Institutional Equity Funds, Inc.
Mid-Cap Equity Growth Fund
T. Rowe Price Diversified Small-Cap Growth
Fund, Inc.
T. Rowe Price Financial Services Fund, Inc.
T. Rowe Price Real Estate Fund, Inc.
T. Rowe Price Small Cap Stock Fund, Inc.
T. Rowe Price Small Cap Stock Fund
T. Rowe Price Media & Telecommunications Fund, Inc.
T. Rowe Price Tax Efficient Balanced Fund, Inc.
Reserve Investment Funds, Inc.
Government Reserve Investment Fund
Reserve Investment Fund
Signature attested to:
|
Executed on Behalf of each Fund:
|
/s/Suzanne E. Fraunhoffer
By:
Name: Suzanne E. Fraunhoffer
Title: Legal Assistant
|
/s/Carmen Deyesu
By:
Name: Carmen Deyesu
Title: Treasurer for each
of the foregoing
|
Signature attested to:
|
State Street Bank and Trust Company
|
/s/Glenn Ciotti
By:
Name: Glenn Ciotti
Title: VP & Assoc. Counsel
|
/s/Ronald E. Logue
By:
Name: Ronald E. Logue
Title: Executive Vice President
|
Schedule A
Country
|
Subcustodian
|
Central Depository
|
United Kingdom
|
State Street Bank
and Trust Company
|
None;
The Bank of England
The Central Gilts
Office (CGO);
The Central Moneymarkets
Office (CMO)
|
Euroclear (The Euroclear System)/State Street London Limited
Appendix A
T. Rowe Price Growth Stock Fund, Inc.
T. Rowe Price New Horizons Fund, Inc.
T. Rowe Price New Era Fund, Inc.
T. Rowe Price New Income Fund, Inc.
T. Rowe Price Prime Reserve Fund, Inc.
T. Rowe Price International Funds, Inc.
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price Growth & Income Fund, Inc.
T. Rowe Price Short-Term Bond Fund, Inc.
T. Rowe Price Tax-Free Income Fund, Inc.
T. Rowe Price Tax-Exempt Money Fund, Inc.
T. Rowe Price Tax-Free Short-Intermediate Fund, Inc.
T. Rowe Price High Yield Fund, Inc.
T. Rowe Price Tax-Free High Yield Fund, Inc.
T. Rowe Price New America Growth Fund
T. Rowe Price Equity Income Fund
T. Rowe Price GNMA Fund
T. Rowe Price Capital Appreciation Fund
T. Rowe Price State Tax-Free Income Trust
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
Virginia Short-Term Tax-Free Bond Fund
New Jersey Tax-Free Bond Fund
Georgia Tax-Free Bond Fund
Florida Insured Intermediate Tax-Free Fund
T. Rowe Price California Tax-Free Income Trust
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. Rowe Price Science & Technology Fund, Inc.
T. Rowe Price Small-Cap Value Fund, Inc.
Institutional International Funds, Inc.
Foreign Equity Fund
T. Rowe Price U.S. Treasury Funds, Inc.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. Rowe Price Index Trust, Inc.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
T. Rowe Price Spectrum Fund, Inc.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
T. Rowe Price Balanced Fund, Inc.
T. Rowe Price Short-Term U.S. Government Fund, Inc.
T. Rowe Price Mid-Cap Growth Fund, Inc.
T. Rowe Price Tax-Free Insured Intermediate Bond
Fund, Inc.
T. Rowe Price Dividend Growth Fund, Inc.
T. Rowe Price Blue Chip Growth Fund, Inc.
T. Rowe Price Summit Funds, Inc.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit Limited-Term Bond Fund
T. Rowe Price Summit GNMA Fund
T. Rowe Price Summit Municipal Funds, Inc.
T. Rowe Price Summit Municipal Money Market Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Income Fund
T. Rowe Price Equity Series, Inc.
T. Rowe Price Equity Income Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced
Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price International Series, Inc.
T. Rowe Price International Stock Portfolio
T. Rowe Price Fixed Income Series, Inc.
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve Portfolio
T. Rowe Price Personal Strategy Funds, Inc.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. Rowe Price Value Fund, Inc.
T. Rowe Price Capital Opportunity Fund, Inc.
T. Rowe Price Corporate Income Fund, Inc.
T. Rowe Price Health Sciences Fund, Inc.
T. Rowe Price Mid-Cap Value Fund, Inc.
Institutional Equity Funds, Inc.
Mid-Cap Equity Growth Fund
T. Rowe Price Diversified Small-Cap Growth
Fund, Inc.
T. Rowe Price Financial Services Fund, Inc.
T. Rowe Price Real Estate Fund, Inc.
T. Rowe Price Small Cap Stock Fund, Inc.
T. Rowe Price Small Cap Stock Fund
T. Rowe Price Media & Telecommunications Fund, Inc.
T. Rowe Price Tax Efficient Balanced Fund, Inc.
Reserve Investment Funds, Inc.
Government Reserve Investment Fund
Reserve Investment Fund
AMENDMENT NO. 1
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, between State Street
Bank and Trust Company and each of the Parties listed on Appendix
A thereto is hereby further amended, as of November 4, 1998, by
adding thereto T.
Rowe Price International Funds, Inc., on behalf
of T.
Rowe Price International Growth & Income Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T. Rowe Price Equity Income Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve Portfolio
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
INSTITUTIONAL EQUITY FUNDS, INC.
Mid-Cap Equity Growth Fund
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Growth & Income Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
RESERVE INVESTMENT FUNDS, INC.
Reserve Investment Fund
Government Reserve Investment Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Virginia Short-Term Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT BALANCED FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit Limited-Term Bond Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Money Market Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins
By:
_____________________________________
Henry H. Hopkins, Vice President
STATE STREET BANK AND TRUST COMPANY
/s/Stephen F. Brown
By:
_____________________________________
Stephen F. Brown, Vice President
AMENDMENT NO. 2
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4,
1998 between State Street Bank and Trust Company and each of the
Parties listed on Appendix A thereto is hereby further amended, as
of April 21, 1999, by adding thereto T.
Rowe Price Tax-Efficient
Funds, Inc., on behalf of T.
Rowe Price Tax-Efficient Balanced Fund
and T.
Rowe Price Tax-Efficient Growth Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T. Rowe Price Equity Income Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve Portfolio
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
INSTITUTIONAL EQUITY FUNDS, INC.
Mid-Cap Equity Growth Fund
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Growth & Income Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
RESERVE INVESTMENT FUNDS, INC.
Reserve Investment Fund
Government Reserve Investment Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Virginia Short-Term Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price
Tax-Efficient Balanced Fund
T. Rowe Price
Tax-Efficient Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit Limited-Term Bond Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Money Market Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/
Henry H. Hopkins
By:
_____________________________________
Henry H. Hopkins, Vice President
STATE STREET BANK AND TRUST COMPANY
/s/
Ronald E. Logue
By:
_____________________________________
Ronald E. Logue, Vice Chairman
AMENDMENT NO. 3
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4,
1998 and April 21, 1999 between State Street Bank and Trust Company
and each of the Parties listed on Appendix A thereto is hereby
further amended, as of February 9, 2000, by adding thereto
Institutional Equity Funds, Inc., on behalf of Institutional Large-
Cap Value Fund and Institutional Small-Cap Stock Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T. Rowe Price Equity Income Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve Portfolio
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
INSTITUTIONAL EQUITY FUNDS, INC.
Institutional Large-Cap Value Fund
Institutional Small-Cap Stock Fund
Mid-Cap Equity Growth Fund
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Growth & Income Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
RESERVE INVESTMENT FUNDS, INC.
Reserve Investment Fund
Government Reserve Investment Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Virginia Short-Term Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price
Tax-Efficient Balanced Fund
T. Rowe Price
Tax-Efficient Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit Limited-Term Bond Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Money Market Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/
Henry H. Hopkins
By:
_____________________________________
Henry H. Hopkins, Vice President
STATE STREET BANK AND TRUST COMPANY
/s/
Ronald E. Logue
By:
_____________________________________
Ronald E. Logue, Vice Chairman
AMENDMENT NO. 4
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4,
1998, April 21, 1999, and February 9, 2000 between State Street
Bank and Trust Company and each of the Parties listed on Appendix
A thereto is hereby further amended, as of April 19, 2000, by adding
thereto
T. Rowe Price
International Funds, Inc., on behalf of
T. Rowe Price
Emerging Europe & Mediterranean Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T. Rowe Price Equity Income Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve Portfolio
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
INSTITUTIONAL EQUITY FUNDS, INC.
Institutional Large-Cap Value Fund
Institutional Small-Cap Stock Fund
Institutional Mid-Cap Equity Growth Fund
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price
Emerging Europe & Mediterranean Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
RESERVE INVESTMENT FUNDS, INC.
Reserve Investment Fund
Government Reserve Investment Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Virginia Short-Term Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price
Tax-Efficient Balanced Fund
T. Rowe Price
Tax-Efficient Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit Limited-Term Bond Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Money Market Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/
Henry H. Hopkins
By:
_____________________________________
Henry H. Hopkins, Vice President
STATE STREET BANK AND TRUST COMPANY
/s/
Ronald E. Logue
By:
_____________________________________
Ronald E. Logue, Vice Chairman
AMENDMENT NO. 5
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4,
1998, April 21, 1999, February 9, 2000, and April 19, 2000 between
State Street Bank and Trust Company and each of the Parties listed
on Appendix A thereto is hereby further amended, as of July 18,
2000, by adding thereto T. Rowe Price Developing Technologies Fund,
Inc.,
T. Rowe Price
Global Technology Fund, Inc., and T. Rowe Price
U.S. Bond Index Fund, Inc.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T. Rowe Price Equity Income Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
INSTITUTIONAL EQUITY FUNDS, INC.
Institutional Large-Cap Value Fund
Institutional Small-Cap Stock Fund
Institutional Mid-Cap Equity Growth Fund
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price
Emerging Europe & Mediterranean Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
RESERVE INVESTMENT FUNDS, INC.
Reserve Investment Fund
Government Reserve Investment Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Virginia Short-Term Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price
Tax-Efficient Balanced Fund
T. Rowe Price
Tax-Efficient Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit Limited-Term Bond Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Money Market Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/
Henry H. Hopkins
By:
_____________________________________
Henry H. Hopkins, Vice President
STATE STREET BANK AND TRUST COMPANY
/s/
Ronald E. Logue
By:
_____________________________________
Ronald E. Logue, Vice Chairman
AMENDMENT NO. 6
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4,
1998, April 21, 1999, February 9, 2000, April 19, 2000 and July 18,
2000 between State Street Bank and Trust Company and each of the
Parties listed on Appendix A thereto is hereby further amended, as
of October 25, 2000, by adding thereto
T. Rowe Price
International
Index Fund, Inc., on behalf of T. Rowe Price International Equity
Index Fund;
T. Rowe Price
Tax-Efficient Funds, Inc., on behalf of
T. Rowe Price
Tax-Efficient Multi-Cap Growth Fund; and
T. Rowe Price
Equity Series, Inc., on behalf of
T. Rowe Price
Blue Chip Growth
Portfolio,
T. Rowe Price
Equity Index 500 Portfolio, and
T. Rowe Price
Health Sciences Portfolio.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Equity Index 500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
INSTITUTIONAL EQUITY FUNDS, INC.
Institutional Large-Cap Value Fund
Institutional Small-Cap Stock Fund
Institutional Mid-Cap Equity Growth Fund
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price
Emerging Europe & Mediterranean Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
RESERVE INVESTMENT FUNDS, INC.
Reserve Investment Fund
Government Reserve Investment Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Virginia Short-Term Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price
Tax-Efficient Balanced Fund
T. Rowe Price
Tax-Efficient Growth Fund
T. Rowe Price
Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit Limited-Term Bond Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Money Market Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/
Henry H. Hopkins
By:
_____________________________________
Henry H. Hopkins, Vice President
STATE STREET BANK AND TRUST COMPANY
/s/
Ronald E. Logue
By:
_____________________________________
Ronald E. Logue, Vice Chairman
AMENDMENT NO. 7
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4,
1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18,
2000, and October 25, 2000 between State Street Bank and Trust
Company and each of the Parties listed on Appendix A thereto is
hereby further amended, as of February 7, 2001, by adding thereto
T. Rowe Price
State Tax-Free Income Trust, on behalf of Maryland
Tax-Free Money Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Equity Index 500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
INSTITUTIONAL EQUITY FUNDS, INC.
Institutional Large-Cap Value Fund
Institutional Small-Cap Stock Fund
Institutional Mid-Cap Equity Growth Fund
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price
Emerging Europe & Mediterranean Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
RESERVE INVESTMENT FUNDS, INC.
Reserve Investment Fund
Government Reserve Investment Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Money Fund
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Virginia Short-Term Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price
Tax-Efficient Balanced Fund
T. Rowe Price
Tax-Efficient Growth Fund
T. Rowe Price
Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit Limited-Term Bond Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Money Market Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/
Henry H. Hopkins
By:
_____________________________________
Henry H. Hopkins, Vice President
STATE STREET BANK AND TRUST COMPANY
/s/
Ronald E. Logue
By:
_____________________________________
Ronald E. Logue, Vice Chairman
AMENDMENT NO. 8
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4,
1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18,
2000, October 25, 2000, and February 7, 2001 between State Street
Bank and Trust Company and each of the Parties listed on Appendix
A thereto is hereby further amended, as of July 24, 2001, by adding
thereto Institutional Equity Funds, Inc., on behalf of Institutional
Large-Cap Growth Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Equity Index 500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
INSTITUTIONAL EQUITY FUNDS, INC.
Institutional Large-Cap Value Fund
Institutional Small-Cap Stock Fund
Institutional Mid-Cap Equity Growth Fund
Institutional Large-Cap Growth Fund
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price
Emerging Europe & Mediterranean Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T. Rowe Price Reserve Investment Fund
T. Rowe Price Government Reserve Investment Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Money Fund
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price
Tax-Efficient Balanced Fund
T. Rowe Price
Tax-Efficient Growth Fund
T. Rowe Price
Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Money Market Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
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 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/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 PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Large-Cap Value Fund
T. Rowe Price Institutional Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap Equity Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T. Rowe Price Institutional Emerging Markets Equity Fund
T. Rowe Price Institutional Foreign Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price
Emerging Europe & Mediterranean Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T. Rowe Price Reserve Investment Fund
T. Rowe Price Government Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T. Rowe Price Retirement 2010 Fund
T. Rowe Price Retirement 2020 Fund
T. Rowe Price Retirement 2030 Fund
T. Rowe Price Retirement 2040 Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Money Fund
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price
Tax-Efficient Balanced Fund
T. Rowe Price
Tax-Efficient Growth Fund
T. Rowe Price
Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Money Market Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
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
Income Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Equity Index 500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Large-Cap Value Fund
T. Rowe Price Institutional Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap Equity Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T. Rowe Price Institutional Emerging Markets Equity Fund
T. Rowe Price Institutional Foreign Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price
Emerging Europe & Mediterranean Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T. Rowe Price Reserve Investment Fund
T. Rowe Price Government Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T. Rowe Price Retirement 2010 Fund
T. Rowe Price Retirement 2020 Fund
T. Rowe Price Retirement 2030 Fund
T. Rowe Price Retirement 2040 Fund
T. Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Money Fund
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price
Tax-Efficient Balanced Fund
T. Rowe Price
Tax-Efficient Growth Fund
T. Rowe Price
Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Money Market Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
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.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Equity Index 500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Large-Cap Value Fund
T. Rowe Price Institutional Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap Equity Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Core Growth Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T. Rowe Price Institutional Emerging Markets Equity Fund
T. Rowe Price Institutional Foreign Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price
Emerging Europe & Mediterranean Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T. Rowe Price Reserve Investment Fund
T. Rowe Price Government Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T. Rowe Price Retirement 2010 Fund
T. Rowe Price Retirement 2020 Fund
T. Rowe Price Retirement 2030 Fund
T. Rowe Price Retirement 2040 Fund
T. Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Money Fund
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price
Tax-Efficient Balanced Fund
T. Rowe Price
Tax-Efficient Growth Fund
T. Rowe Price
Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Money Market Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
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. 13
TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4,
1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18,
2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24,
2002, July 24, 2002, September 4, 2002, and July 23, 2003 between
State Street Bank and Trust Company and each of the Parties listed
on Appendix A thereto is hereby further amended, as of October 22,
2003, by adding thereto T. Rowe Price Diversified Mid-Cap Growth
Fund, Inc.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Equity Index 500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Large-Cap Value Fund
T. Rowe Price Institutional Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap Equity Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Core Growth Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T. Rowe Price Institutional Emerging Markets Equity Fund
T. Rowe Price Institutional Foreign Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price
Emerging Europe & Mediterranean Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T. Rowe Price Reserve Investment Fund
T. Rowe Price Government Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T. Rowe Price Retirement 2010 Fund
T. Rowe Price Retirement 2020 Fund
T. Rowe Price Retirement 2030 Fund
T. Rowe Price Retirement 2040 Fund
T. Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Money Fund
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price
Tax-Efficient Balanced Fund
T. Rowe Price
Tax-Efficient Growth Fund
T. Rowe Price
Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Money Market Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
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. 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
amended, as of February 4, 2004, by adding thereto T. Rowe Price
Retirement Funds, Inc., on behalf of T. Rowe Price Retirement 2005
Fund, T. Rowe Price Retirement 2015 Fund, T. Rowe Price Retirement
2025 Fund, and T. Rowe Price Retirement 2035 Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Equity Index 500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Large-Cap Value Fund
T. Rowe Price Institutional Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap Equity Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Core Growth Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T. Rowe Price Institutional Emerging Markets Equity Fund
T. Rowe Price Institutional Foreign Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price
Emerging Europe & Mediterranean Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T. Rowe Price Reserve Investment Fund
T. Rowe Price Government Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T. Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement 2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T. Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement 2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T. Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Money Fund
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price
Tax-Efficient Balanced Fund
T. Rowe Price
Tax-Efficient Growth Fund
T. Rowe Price
Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Money Market Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
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 PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Large-Cap Value Fund
T. Rowe Price Institutional Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap Equity Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Core Growth Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T. Rowe Price Institutional Emerging Markets Equity Fund
T. Rowe Price Institutional Foreign Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price
Emerging Europe & Mediterranean Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T. Rowe Price Reserve Investment Fund
T. Rowe Price Government Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T. Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement 2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T. Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement 2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T. Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Money Fund
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price
Tax-Efficient Balanced Fund
T. Rowe Price
Tax-Efficient Growth Fund
T. Rowe Price
Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Money Market Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
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.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Equity Index 500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Large-Cap Value Fund
T. Rowe Price Institutional Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap Equity Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Core Growth Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T. Rowe Price Institutional Emerging Markets Equity Fund
T. Rowe Price Institutional Foreign Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price
Emerging Europe & Mediterranean Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T. Rowe Price Reserve Investment Fund
T. Rowe Price Government Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T. Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement 2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T. Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement 2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T. Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Money Fund
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price
Tax-Efficient Balanced Fund
T. Rowe Price
Tax-Efficient Growth Fund
T. Rowe Price
Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Money Market Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
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 BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Equity Index 500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Large-Cap Value Fund
T. Rowe Price Institutional Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap Equity Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Core Growth Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T. Rowe Price Institutional Emerging Markets Equity Fund
T. Rowe Price Institutional Foreign Equity Fund
T. Rowe Price Institutional Global Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price
Emerging Europe & Mediterranean Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T. Rowe Price Reserve Investment Fund
T. Rowe Price Government Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T. Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement 2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T. Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement 2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T. Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Money Fund
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price
Tax-Efficient Balanced Fund
T. Rowe Price
Tax-Efficient Growth Fund
T. Rowe Price
Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Money Market Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
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 PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Equity Index 500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Large-Cap Value Fund
T. Rowe Price Institutional Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap Equity Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Core Growth Fund
T. Rowe Price Institutional Concentrated Large-Cap Value Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T. Rowe Price Institutional Emerging Markets Equity Fund
T. Rowe Price Institutional Foreign Equity Fund
T. Rowe Price Institutional Global Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price
Emerging Europe & Mediterranean Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T. Rowe Price Reserve Investment Fund
T. Rowe Price Government Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T. Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement 2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T. Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement 2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T. Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM INCOME FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Money Fund
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price
Tax-Efficient Balanced Fund
T. Rowe Price
Tax-Efficient Growth Fund
T. Rowe Price
Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Money Market Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
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. Rowe Price Retirement
2055 Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Equity Index 500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Large-Cap Value Fund
T. Rowe Price Institutional Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap Equity Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Core Growth Fund
T. Rowe Price Institutional Concentrated Large-Cap Value Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T. Rowe Price Institutional Emerging Markets Equity Fund
T. Rowe Price Institutional Foreign Equity Fund
T. Rowe Price Institutional Global Equity Fund
T. Rowe Price Institutional Emerging Markets Bond Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price
Emerging Europe & Mediterranean Fund
T. Rowe Price Overseas Stock Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T. Rowe Price Reserve Investment Fund
T. Rowe Price Government Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T. Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement 2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T. Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement 2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T. Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement 2050 Fund
T. Rowe Price Retirement 2055 Fund
T. Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM INCOME FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Money Fund
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price
Tax-Efficient Balanced Fund
T. Rowe Price
Tax-Efficient Growth Fund
T. Rowe Price
Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Money Market Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
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
GLOBAL CUSTODY AGREEMENT
This AGREEMENT is effective January 3, 1994, and is between THE CHASE MANHATTAN BANK, N.A. (the "Bank")
and EACH OF THE ENTITIES LISTED ON SCHEDULE A HERETO, Individually and Separately (each individually, the
"Customer").
1.
Customer Accounts.
The Bank agrees to establish and maintain the following accounts ("Accounts"):
(a)
A custody account in the name of the Customer ("Custody Account") for any and all stocks, shares, bonds, debentures,
notes, mortgages or other obligations for the payment of money, bullion, coin and any certificates, receipts, warrants
or other instruments representing rights to receive, purchase or subscribe for the same or evidencing or representing
any other rights or interests therein and other similar property whether certificated or uncertificated as may be received
by the Bank or its Subcustodian (as defined in Section 3) for the account of the Customer ("Securities"); and
(b)
A deposit account in the name of the Customer ("Deposit Account") for any and all cash in any currency received by
the Bank or its Subcustodian for the account of the Customer, which cash shall not be subject to withdrawal by draft or
check.
The Customer warrants its authority to: 1) deposit the cash and Securities ("Assets") received in the Accounts and 2) give
Instructions (as defined in Section 11) concerning the Accounts. The Bank may deliver securities of the same class in place of those
deposited in the Custody Account.
Upon written agreement between the Bank and the Customer, additional Accounts may be established and separately
accounted for as additional Accounts under the terms of this Agreement.
2.
Maintenance of Securities and Cash at Bank and Subcustodian Locations.
Unless Instructions specifically require another location acceptable to the Bank:
(a)
Securities will be held in the country or other jurisdiction in which the principal trading market for such Securities is
located, where such Securities are to be presented for payment or where such Securities are acquired; and
(b)
Cash will be credited to an account in a country or other jurisdiction in which such cash may be legally deposited or is
the legal currency for the payment of public or private debts.
Cash may be held pursuant to Instructions in either interest or non
interest bearing accounts as may be available for the
particular currency. To the extent Instructions are issued and the Bank can comply with such Instructions, the Bank is authorized
to maintain cash balances on deposit for the Customer with itself or one of its affiliates at such reasonable rates of interest as may
from time to time be paid on such accounts, or in non
interest bearing accounts as the Customer may direct, if acceptable to the
Bank.
If the Customer wishes to have any of its Assets held in the custody of an institution other than the established Subcustodians
as defined in Section 3 (or their securities depositories), such arrangement must be authorized by a written agreement, signed by the
Bank and the Customer.
3.
Subcustodians and Securities Depositories.
The Bank may act under this Agreement through the subcustodians listed in Schedule B of this Agreement with which the
Bank has entered into subcustodial agreements ("Subcustodians"). The Customer authorizes the Bank to hold Assets in the
Accounts in accounts which the Bank has established with one or more of its branches or Subcustodians. The Bank and
Subcustodians are authorized to hold any of the Securities in their account with any securities depository in which they participate.
The Bank reserves the right to add new, replace or remove Subcustodians. The Customer will be given reasonable notice by
the Bank of any amendment to Schedule B. Upon request by the Customer, the Bank will identify the name, address and principal
place of business of any Subcustodian of the Customer's Assets and the name and address of the governmental agency or other
regulatory authority that supervises or regulates such Subcustodian.
4.
Use of Subcustodian.
(a)
The Bank will identify such Assets on its books as belonging to the Customer.
(b)
A Subcustodian will hold such Assets together with assets belonging to other customers of the Bank in accounts
identified on such Subcustodian's books as special custody accounts for the exclusive benefit of customers of the Bank.
(c)
Any Assets in the Accounts held by a Subcustodian will be subject only to the instructions of the Bank or its agent.
Any Securities held in a securities depository for the account of a Subcustodian will be subject only to the instructions
of such Subcustodian.
(d)
Any agreement the Bank enters into with a Subcustodian for holding its customer's assets shall provide that such assets
will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its
creditors except for a claim for payment for safe custody or administration, and that the beneficial ownership of such
assets will be freely transferable without the payment of money or value other than for safe custody or administration.
The foregoing shall not apply to the extent of any special agreement or arrangement made by the Customer with any
particular Subcustodian.
5.
Deposit Account Transactions.
(a)
The Bank or its Subcustodians will make payments from the Deposit Account upon receipt of Instructions which
include all information required by the Bank.
(b)
In the event that any payment to be made under this Section 5 exceeds the funds available in the Deposit Account, the
Bank, in its discretion, may advance the Customer such excess amount which shall be deemed a loan payable on
demand, bearing interest at the rate customarily charged by the Bank on similar loans.
(c)
If the Bank credits the Deposit Account on a payable date, or at any time prior to actual collection and reconciliation
to the Deposit Account, with interest, dividends, redemptions or any other amount due, the Customer will promptly
return any such amount upon oral or written notification: (i) that such amount has not been received in the ordinary
course of business or (ii) that such amount was incorrectly credited. If the Customer does not promptly return any
amount upon such notification, the Bank shall be entitled, upon oral or written notification to the Customer, to reverse
such credit by debiting the Deposit Account for the amount previously credited. The Bank or its Subcustodian shall
have no duty or obligation to institute legal proceedings, file a claim or a proof of claim in any insolvency proceeding
or take any other action with respect to the collection of such amount, but may act for the Customer upon Instructions
after consultation with the Customer.
6.
Custody Account Transactions.
(a)
Securities will be transferred, exchanged or delivered by the Bank or its Subcustodian upon receipt by the Bank of
Instructions which include all information required by the Bank. Settlement and payment for Securities received for,
and delivery of Securities out of, the Custody Account may be made in accordance with the customary or established
securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction
occurs, including, without limitation, delivery of Securities to a purchaser, dealer or their agents against a receipt with
the expectation of receiving later payment and free delivery. Delivery of Securities out of the Custody Account may
also be made in any manner specifically required by Instructions acceptable to the Bank.
(b)
The Bank, in its discretion, may credit or debit the Accounts on a contractual settlement date with cash or Securities
with respect to any sale, exchange or purchase of Securities. Otherwise, such transactions will be credited or debited
to the Accounts on the date cash or Securities are actually received by the Bank and reconciled to the Account.
(i)
The Bank may reverse credits or debits made to the Accounts in its discretion if the related transaction fails to
settle within a reasonable period, determined by the Bank in its discretion, after the contractual settlement date
for the related transaction.
(ii)
If any Securities delivered pursuant to this Section 6 are returned by the recipient thereof, the Bank may reverse
the credits and debits of the particular transaction at any time.
7.
Actions of the Bank.
The Bank shall follow Instructions received regarding assets held in the Accounts. However, until it receives Instructions to
the contrary, the Bank will:
(a)
Present for payment any Securities which are called, redeemed or retired or otherwise become payable and all coupons
and other income items which call for payment upon presentation, to the extent that the Bank or Subcustodian is
actually aware of such opportunities.
(b)
Execute in the name of the Customer such ownership and other certificates as may be required to obtain payments in
respect of Securities.
(c)
Exchange interim receipts or temporary Securities for definitive Securities.
(d)
Appoint brokers and agents for any transaction involving the Securities, including, without limitation, affiliates of the
Bank or any Subcustodian.
(e)
Issue statements to the Customer, at times mutually agreed upon, identifying the Assets in the Accounts.
The Bank will send the Customer an advice or notification of any transfers of Assets to or from the Accounts. Such
statements, advices or notifications shall indicate the identity of the entity having custody of the Assets. Unless the Customer sends
the Bank a written exception or objection to any Bank statement within ninety (90) days of receipt, the Customer shall be deemed
to have approved such statement. The Bank shall, to the extent permitted by law, be released, relieved and discharged with respect
to all matters set forth in such statement or reasonably implied therefrom as though it had been settled by the decree of a court of
competent jurisdiction in an action where the Customer and all persons having or claiming an interest in the Customer or the
Customer's Accounts were parties if: (a) the Customer has failed to provide a written exception or objection to any Bank statement
within ninety (90) days of receipt and where the Customer's failure to so provide a written exception or objection within such ninety
(90) day period has limited the Bank's (i) access to the records, materials and other information required to investigate the
Customer's exception or objection, and (ii) ability to recover from third parties any amounts for which the Bank may become liable
in connection with such exception or objection, or (b) where the Customer has otherwise explicitly approved any such statement.
All collections of funds or other property paid or distributed in respect of Securities in the Custody Account shall be made at
the risk of the Customer. The Bank shall have no liability for any loss occasioned by delay in the actual receipt of notice by the
Bank or by its Subcustodians of any payment, redemption or other transaction regarding Securities in the Custody Account in
respect of which the Bank has agreed to take any action under this Agreement.
8.
Corporate Actions; Proxies.
Whenever the Bank receives information concerning the Securities which requires discretionary action by the beneficial
owner of the Securities (other than a proxy), such as subscription rights, bonus issues, stock repurchase plans and rights offerings,
or legal notices or other material intended to be transmitted to securities holders ("Corporate Actions"), the Bank will give the
Customer notice of such Corporate Actions to the extent that the Bank's central corporate actions department has actual knowledge
of a Corporate Action in time to notify its customers.
When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate
Action is received which bears an expiration date, the Bank will endeavor to obtain Instructions from the Customer or its Authorized
Person, but if Instructions are not received in time for the Bank to take timely action, or actual notice of such Corporate Action was
received too late to seek Instructions, the Bank is authorized to sell such rights entitlement or fractional interest and to credit the
Deposit Account with the proceeds or take any other action it deems, in good faith, to be appropriate in which case it shall be held
harmless for any such action.
The Bank will deliver proxies to the Customer or its designated agent pursuant to special arrangements which may have been
agreed to in writing. Such proxies shall be executed in the appropriate nominee name relating to Securities in the Custody Account
registered in the name of such nominee but without indicating the manner in which such proxies are to be voted; and where bearer
Securities are involved, proxies will be delivered in accordance with Instructions.
9.
Nominees.
Securities which are ordinarily held in registered form may be registered in a nominee name of the Bank, Subcustodian or
securities depository, as the case may be. The Bank may without notice to the Customer cause any such Securities to cease to be
registered in the name of any such nominee and to be registered in the name of the Customer. In the event that any Securities
registered in a nominee name are called for partial redemption by the issuer, the Bank may allot the called portion to the respective
beneficial holders of such class of security pro rata or in any other manner that is fair, equitable and practicable. The Customer
agrees to hold the Bank, Subcustodians, and their respective nominees harmless from any liability arising directly or indirectly from
their status as a mere record holder of Securities in the Custody Account.
10.
Authorized Persons.
As used in this Agreement, the term "Authorized Person" means employees or agents including investment managers as have
been designated by written notice from the Customer or its designated agent to act on behalf of the Customer under this Agreement.
Such persons shall continue to be Authorized Persons until such time as the Bank receives Instructions from the Customer or its
designated agent that any such employee or agent is no longer an Authorized Person.
11.
Instructions.
The term "Instructions" means instructions of any Authorized Person received by the Bank, via telephone, telex, TWX,
facsimile transmission, bank wire or other teleprocess or electronic instruction or trade information system acceptable to the Bank
which the Bank believes in good faith to have been given by Authorized Persons or which are transmitted with proper testing or
authentication pursuant to terms and conditions which the Bank may specify. Unless otherwise expressly provided, all Instructions
shall continue in full force and effect until canceled or superseded.
Any Instructions delivered to the Bank by telephone shall promptly thereafter be confirmed in writing by an Authorized
Person (which confirmation may bear the facsimile signature of such Person), but the Customer will hold the Bank harmless for the
failure of an Authorized Person to send such confirmation in writing, the failure of such confirmation to conform to the telephone
instructions received or the Bank's failure to produce such confirmation at any subsequent time. The Bank may electronically record
any Instructions given by telephone, and any other telephone discussions with respect to the Custody Account. The Customer shall
be responsible for safeguarding any testkeys, identification codes or other security devices which the Bank shall make available to
the Customer or its Authorized Persons.
12.
Standard of Care; Liabilities.
(a)
The Bank shall be responsible for the performance of only such duties as are set forth in this Agreement or expressly
contained in Instructions which are consistent with the provisions of this Agreement. Notwithstanding anything to the
contrary in this Agreement:
(i)
The Bank will use reasonable care with respect to its obligations under this Agreement and the safekeeping of
Assets. The Bank shall be liable to the Customer for any loss which shall occur as the result of the failure of a
Subcustodian to exercise reasonable care with respect to the safekeeping of such Assets to the same extent that
the Bank would be liable to the Customer if the Bank were holding such Assets in New York. In the event of any
loss to the Customer by reason of the failure of the Bank or its Subcustodian to utilize reasonable care, the Bank
shall be liable to the Customer only to the extent of the Customer's direct damages, and shall in no event be liable
for any special or consequential damages.
(ii)
The Bank will not be responsible for any act, omission, default or for the solvency of any broker or agent which
it or a Subcustodian appoints unless such appointment was made negligently or in bad faith or for any loss due to
the negligent act of such broker or agent except to the extent that such broker or agent (other than a Subcustodian)
performs in a negligent manner which is the cause of the loss to the Customer and the Bank failed to exercise
reasonable care in monitoring such broker's or agent's performance where Customer has requested and Bank has
agreed to accept such monitoring responsibility.
(iii)
The Bank shall be indemnified by, and without liability to the Customer for any action taken or omitted by the
Bank whether pursuant to Instructions or otherwise within the scope of this Agreement if such act or omission
was in good faith, without negligence. In performing its obligations under this Agreement, the Bank may rely on
the genuineness of any document which it believes in good faith to have been validly executed.
(iv)
The Customer agrees to pay for and hold the Bank harmless from any liability or loss resulting from the
imposition or assessment of any taxes or other governmental charges, and any related expenses with respect to
income from or Assets in the Accounts, except to the extent that the Bank has failed to exercise reasonable care
in performing any obligations which the Bank may have agreed to assume (in addition to those stated in this
Agreement) with respect to taxes and such failure by the Bank is the direct cause of such imposition or assessment
of such taxes, charges or expenses.
(v)
The Bank shall be entitled to rely, and may act, upon the advice of counsel (who may be counsel for the Customer)
on all legal matters and shall be without liability for any action reasonably taken or omitted pursuant to such
advice; provided, that the Bank gives (to the extent practicable) prior notice to Customer of Bank's intention to so
seek advice of counsel and an opportunity for consultation with Customer on the proposed contact with counsel.
(vi)
The Bank represents and warrants that it currently maintain a banker's blanket bond which provides standard
fidelity and non-negligent loss coverage with respect to the Securities and Cash which may be held by
Subcustodians pursuant to this Agreement. The Bank agrees that if at any time it for any reason discontinues such
coverage, it shall immediately give sixty (60) days' prior written notice to the Customer. The Bank need not
maintain any insurance for the benefit of the Customer.
(vii)
Without limiting the foregoing, the Bank shall not be liable for any loss which results from: (1) the general risk
of investing, or (2) investing or holding Assets in a particular country including, but not limited to, losses resulting
from nationalization, expropriation or other governmental actions; regulation of the banking or securities
industry; currency restrictions, devaluations or fluctuations; and market conditions which prevent the orderly
execution of securities transactions or affect the value of Assets.
(viii)
Neither party shall be liable to the other for any loss due to forces beyond their control including, but not limited
to strikes or work stoppages, acts of war or terrorism, insurrection, revolution, nuclear fusion, fission or radiation,
or acts of God.
(b)
Consistent with and without limiting the first paragraph of this Section 12, it is specifically acknowledged that the Bank
shall have no duty or responsibility to:
(i)
question Instructions or make any suggestions to the Customer or an Authorized Person regarding such
Instructions;
(ii)
supervise or make recommendations with respect to investments or the retention of Securities;
(iii)
advise the Customer or an Authorized Person regarding any default in the payment of principal or income of any
security other than as provided in Section 5(c) of this Agreement;
(iv)
evaluate or report to the Customer or an Authorized Person regarding the financial condition of any broker, agent
(other than a Subcustodian) or other party to which Securities are delivered or payments are made pursuant to this
Agreement;
(v)
review or reconcile trade confirmations received from brokers. The Customer or its Authorized Persons (as
defined in Section 10) issuing Instructions shall bear any responsibility to review such confirmations against
Instructions issued to and statements issued by the Bank.
(c)
The Customer authorizes the Bank to act under this Agreement notwithstanding that the Bank or any of its divisions or
affiliates may have a material interest in a transaction, or circumstances are such that the Bank may have a potential
conflict of duty or interest including the fact that the Bank or any of its affiliates may provide brokerage services to
other customers, act as financial advisor to the issuer of Securities, act as a lender to the issuer of Securities, act in the
same transaction as agent for more than one customer, have a material interest in the issue of Securities, or earn profits
from any of the activities listed herein.
13.
Fees and Expenses.
The Customer agrees to pay the Bank for its services under this Agreement such amount as may be agreed upon in writing,
together with the Bank's reasonable out
of
pocket or incidental expenses, including, but not limited to, reasonable legal fees. The
Bank shall have a lien on and is authorized to charge any Accounts of the Customer for any amount owing to the Bank under any
provision of this Agreement upon notice to the Customer.
14.
Miscellaneous.
(a)
Foreign Exchange Transactions.
Pursuant to Instructions, which may be standing Instructions, to facilitate the
administration of the Customer's trading and investment activity, the Bank is authorized to enter into spot or forward
foreign exchange contracts with the Customer or an Authorized Person for the Customer and may also provide foreign
exchange through its subsidiaries or Subcustodians. The Bank may establish rules or limitations concerning any foreign
exchange facility made available. In all cases where the Bank, its subsidiaries, affiliates or Subcustodians enter into a
foreign exchange contract related to Accounts, the terms and conditions of the then current foreign exchange contract
of the Bank, its subsidiary, affiliate or Subcustodian and, to the extent not inconsistent, this Agreement shall apply to
such transaction.
(b)
Certification of Residency, etc.
The Customer certifies that it is a resident of the United States and agrees to notify the
Bank of any changes in residency. The Bank may rely upon this certification or the certification of such other facts as
may be required to administer the Bank's obligations under this Agreement. The Customer will indemnify the Bank
against all losses, liability, claims or demands arising directly or indirectly from any such certifications.
(c)
Access to Records.
The Bank shall allow the Customer's independent public accountants, officers and advisers
reasonable access to the records of the Bank relating to the Assets as is required in connection with their examination
of books and records pertaining to the Customer's affairs. Subject to restrictions under applicable law, the Bank shall
also obtain an undertaking to permit the Customer's independent public accountants reasonable access to the records
of any Subcustodian which has physical possession of any Assets as may be required in connection with the
examination of the Customer's books and records.
(d)
Governing Law; Successors and Assigns.
This Agreement shall be governed by the laws of the State of New York and
shall not be assignable by either party, but shall bind the successors in interest of the Customer and the Bank.
(e)
Entire Agreement; Applicable Riders.
Customer represents that the Assets deposited in the Accounts are (Check one):
X
Employee Benefit Plan or other assets subject to the Employee Retirement Income Security Act of 1974, as
amended ("ERISA");
X
2
Mutual Fund assets subject to certain Securities and Exchange Commission ("SEC") rules and regulations;
X
3
Neither of the above.
With respect to each Customer, this Agreement consists exclusively of this document together with Schedules A, B,
Exhibits I
_______ and the following Rider(s) to the extent indicated on Schedule A hereto opposite the name of the
Customer under the column headed "Applicable Riders to Agreement":
X
ERISA
X
MUTUAL FUND
SPECIAL TERMS AND CONDITIONS
There are no other provisions of this Agreement and this Agreement supersedes any other agreements, whether written or oral,
between the parties. Any amendment to this Agreement must be in writing, executed by both parties.
(f)
Severability.
In the event that one or more provisions of this Agreement are held invalid, illegal or enforceable in any
respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of
such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions will
not in any way be affected or impaired.
(g)
Waiver.
Except as otherwise provided in this Agreement, no failure or delay on the part of either party in exercising
any power or right under this Agreement operates as a waiver, nor does any single or partial exercise of any power or
right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any
provision of this Agreement, or waiver of any breach or default, is effective unless in writing and signed by the party
against whom the waiver is to be enforced.
(h)
Notices.
All notices under this Agreement shall be effective when actually received. Any notices or other
communications which may be required under this Agreement are to be sent to the parties at the following addresses
or such other addresses as may subsequently be given to the other party in writing:
Bank:
|
The Chase Manhattan Bank, N.A.
Chase MetroTech Center
Brooklyn, NY 11245
Attention: Global Investor Services
Telephone: (718) 242-3455
Facsimile: (718) 242-1374
|
Copy to:
|
The Chase Manhattan Bank, N.A.
Woolgate House
Coleman Street
London EC2P 2HD England
Attention: Global Investor Services
Telephone: 44-71-962-5000
Facsimile: 44-71-962-5377
Telex: 8954681CMBG
|
Customer:
|
Name of Customer from Schedule A
c/o T. Rowe Price
100 East Pratt Street
Baltimore, MD 21202
Attention: Treasurer
Telephone: (410) 625-6658
Facsimile: (410) 547-0180
|
(i)
Termination.
This Agreement may be terminated by the Customer or the Bank by giving ninety (90) days written notice
to the other, provided that such notice to the Bank shall specify the names of the persons to whom the Bank shall deliver
the Assets in the Accounts. If notice of termination is given by the Bank, the Customer shall, within ninety (90) days
following receipt of the notice, deliver to the Bank Instructions specifying the names of the persons to whom the Bank
shall deliver the Assets. In either case the Bank will deliver the Assets to the persons so specified, after deducting any
amounts which the Bank determines in good faith to be owed to it under Section 13. If within ninety (90) days
following receipt of a notice of termination by the Bank, the Bank does not receive Instructions from the Customer
specifying the names of the persons to whom the Bank shall deliver the Assets, the Bank, at its election, may deliver
the Assets to a bank or trust company doing business in the State of New York to be held and disposed of pursuant to
the provisions of this Agreement, or to Authorized Persons, or may continue to hold the Assets until Instructions are
provided to the Bank.
(j)
Entire Agreement.
This Agreement, including the Schedules and Riders hereto, embodies the entire agreement and
understanding of the parties in respect of the subject matter contained in this Agreement. This Agreement supersedes
all other custody or other agreements between the parties with respect to such subject matter, which prior agreements
are hereby terminated effective as of the date hereof and shall have no further force or effect.
EACH OF THE CUSTOMERS, INDIVIDUALLY AND
SEPARATELY LISTED ON SECTION I OF SCHEDULE A
HERETO
By:
/s/Carmen F. Deyesu
Carmen F. Deyesu
Treasurer & Vice President
EACH OF THE CUSTOMERS, INDIVIDUALLY AND
SEPARATELY LISTED ON SECTION II OF SCHEDULE A
HERETO
By:
/s/Alvin M. Younger
Alvin M. Younger
Treasurer
EACH OF THE CUSTOMERS, INDIVIDUALLY AND
SEPARATELY LISTED ON SECTION III OF SCHEDULE A
HERETO
By:
/s/Alvin M. Younger
Alvin M. Younger
Treasurer
THE CHASE MANHATTAN BANK, N.A.
By:
/s/Alan Naughton
Alan Naughton
Vice President
Schedule A
Page 1 of 2
LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK, N.A.
DATED JANUARY 3, 1994
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
I. INVESTMENT COMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940
|
The Mutual Fund Rider is
applicable to all Customers
listed under Section I of
this Schedule A.
|
Equity Funds
T. Rowe Price Balanced Fund, Inc.
T. Rowe Price Blue Chip Growth Fund, Inc.
T. Rowe Price Capital Appreciation Fund
T. Rowe Price Dividend Growth Fund, Inc.
T. Rowe Price Equity Income Fund
T. Rowe Price Growth & Income Fund, Inc.
T. Rowe Price Growth Stock Fund, Inc.
Institutional International Funds, Inc. on behalf of:
Foreign Equity Fund
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price European Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. Rowe Price Mid-Cap Growth Fund, Inc.
T. Rowe Price New Era Fund, Inc.
T. Rowe Price New Horizons Fund, Inc.
T. Rowe Price OTC Fund, Inc. on behalf of:
T. Rowe Price OTC Fund
T. Rowe Price Science & Technology Fund, Inc.
T. Rowe Price Small Cap Value Fund, Inc.
CUNA Mutual Funds, Inc. on behalf of:
CUNA Mutual Cornerstone Fund
Schedule A
Page 2 of 2
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
Income Funds
T. Rowe Price Adjustable Rate U.S. Government Fund, Inc.
T. Rowe Price High Yield Fund, Inc.
T. Rowe Price New Income Fund, Inc.
|
T. Rowe Price Short-Term Bond Fund, Inc.
T. Rowe Price Summit Funds, Inc. on behalf of:
T. Rowe Price Summit Limited-Term Bond Fund
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Global Government Bond Fund
T. Rowe Price International Bond Fund
T. Rowe Price Short-Term Global Income Fund
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 interpreted as being in compliance with the Department of Labor Regulations Section 2550.404b
1
concerning the maintenance of indicia of ownership of plan assets outside of the jurisdiction of the district courts of the United
States.
The following modifications are made to the Agreement:
Section 3.
Subcustodians and Securities Depositories.
Add the following language to the end of Section 3:
As used in this Agreement, the term Subcustodian and the term securities depositories include a branch of the Bank, a branch
of a qualified U.S. bank, an eligible foreign custodian, or an eligible foreign securities depository, where such terms shall mean:
(a)
"qualified U.S. bank" shall mean a U.S. bank as described in paragraph (a)(2)(ii)(A)(1) of the Department of Labor
Regulations Section 2550.404b
1;
(b)
"eligible foreign custodian" shall mean a banking institution incorporated or organized under the laws of a country other
than the United States which is supervised or regulated by that country's government or an agency thereof or other
regulatory authority in the foreign jurisdiction having authority over banks; and
(c)
"eligible foreign securities depository" shall mean a securities depository or clearing agency, incorporated or organized
under the laws of a country other than the United States, which is supervised or regulated by that country's government
or an agency thereof or other regulatory authority in the foreign jurisdiction having authority over such depositories or
clearing agencies and which is described in paragraph (c)(2) of the Department of Labor Regulations Section
2550.404b
1.
Section 4.
Use of Subcustodian.
Subsection (d) of this section is modified by deleting the last sentence.
Section 5.
Deposit Account Payments.
Subsection (b) is amended to read as follows:
(b) In the event that any payment made under this Section 5 exceeds the funds available in the Deposit Account, such
discretionary advance shall be deemed a service provided by the Bank under this Agreement for which it is entitled to
recover its costs as may be determined by the Bank in good faith.
Section 10.
Authorized Persons
.
Add the following paragraph at the end of Section 10:
Customer represents that: a) Instructions will only be issued by or for a fiduciary pursuant to Department of Labor Regulation
Section 404b
1 (a)(2)(i) and b) if Instructions are to be issued by an investment manager, such entity will meet the requirements of
Section 3(38) of ERISA and will have been designated by the Customer to manage assets held in the Customer Accounts
("Investment Manager"). An Investment Manager may designate certain of its employees to act as Authorized Persons under this
Agreement.
Section 14(a).
Foreign Exchange Transactions.
Add the following paragraph at the end of Subsection 14(a):
Instructions to execute foreign exchange transactions with the Bank, its subsidiaries, affiliates or Subcustodians will include
(1) the time period in which the transaction must be completed; (2) the location
i.e.
, Chase New York, Chase London, etc. or the
Subcustodian with whom the contract is to be executed and (3) such additional information and guidelines as may be deemed
necessary; and, if the Instruction is a standing Instruction, a provision allowing such Instruction to be overridden by specific contrary
Instructions.
Mutual Fund Rider to Global Custody Agreement
Between The Chase Manhattan Bank, N.A. and
Each of the Entities Listed on Schedule A Hereto
effective January 3, 1994
Customer represents that the Assets being placed in the Bank's custody are subject to the Investment Company Act of 1940
(the Act), as the same may be amended from time to time.
Except to the extent that the Bank has specifically agreed to comply with a condition of a rule, regulation, interpretation
promulgated by or under the authority of the SEC or the Exemptive Order applicable to accounts of this nature issued to the Bank
(Investment Company Act of 1940, Release No. 12053, November 20, 1981), as amended, or unless the Bank has otherwise
specifically agreed, the Customer shall be solely responsible to assure that the maintenance of Assets under this Agreement complies
with such rules, regulations, interpretations or exemptive order promulgated by or under the authority of the Securities Exchange
Commission.
The following modifications are made to the Agreement:
Section 3.
Subcustodians and Securities Depositories.
Add the following language to the end of Section 3:
The terms Subcustodian and securities depositories as used in this Agreement shall mean a branch of a qualified U.S. bank,
an eligible foreign custodian or an eligible foreign securities depository, which are further defined as follows:
(a)
"qualified U.S. Bank" shall mean a qualified U.S. bank as defined in Rule 17f
5 under the Investment Company Act of
1940;
(b)
"eligible foreign custodian" shall mean (i) a banking institution or trust company incorporated or organized under the
laws of a country other than the United States that is regulated as such by that country's government or an agency
thereof and that has shareholders' equity in excess of $200 million in U.S. currency (or a foreign currency equivalent
thereof), (ii) a majority owned direct or indirect subsidiary of a qualified U.S. bank or bank holding company that is
incorporated or organized under the laws of a country other than the United States and that has shareholders' equity in
excess of $100 million in U.S. currency (or a foreign currency equivalent thereof)(iii) a banking institution or trust
company incorporated or organized under the laws of a country other than the United States or a majority owned direct
or indirect subsidiary of a qualified U.S. bank or bank holding company that is incorporated or organized under the
laws of a country other than the United States which has such other qualifications as shall be specified in Instructions
and approved by the Bank; or (iv) any other entity that shall have been so qualified by exemptive order, rule or other
appropriate action of the SEC; and
(c)
"eligible foreign securities depository" shall mean a securities depository or clearing agency, incorporated or organized
under the laws of a country other than the United States, which operates (i) the central system for handling securities
or equivalent book
entries in that country, or (ii) a transnational system for the central handling of securities or
equivalent book
entries.
The Customer represents that its Board of Directors has approved each of the Subcustodians listed in Schedule B to this
Agreement and the terms of the subcustody agreements between the Bank and each Subcustodian, which are attached as Exhibits I
through
of Schedule B, and further represents that its Board has determined that the use of each Subcustodian and the terms of
each subcustody agreement are consistent with the best interests of the Fund(s) and its (their) shareholders. The Bank will supply
the Customer with any amendment to Schedule B for approval. As requested by the Bank, the Customer will supply the Bank with
certified copies of its Board of Directors resolution(s) with respect to the foregoing prior to placing Assets with any Subcustodian
so approved.
Section 11.
Instructions.
Add the following language to the end of Section 11:
Deposit Account Payments and Custody Account Transactions made pursuant to Section 5 and 6 of this Agreement may be
made only for the purposes listed below. Instructions must specify the purpose for which any transaction is to be made and
Customer shall be solely responsible to assure that Instructions are in accord with any limitations or restrictions applicable to the
Customer by law or as may be set forth in its prospectus.
(a)
In connection with the purchase or sale of Securities at prices as confirmed by Instructions;
(b)
When Securities are called, redeemed or retired, or otherwise become payable;
(c)
In exchange for or upon conversion into other securities alone or other securities and cash pursuant to any plan or
merger, consolidation, reorganization, recapitalization or readjustment;
(d)
Upon conversion of Securities pursuant to their terms into other securities;
(e)
Upon exercise of subscription, purchase or other similar rights represented by Securities;
(f)
For the payment of interest, taxes, management or supervisory fees, distributions or operating expenses;
(g)
In connection with any borrowings by the Customer requiring a pledge of Securities, but only against receipt of
amounts borrowed;
(h)
In connection with any loans, but only against receipt of adequate collateral as specified in Instructions which shall
reflect any restrictions applicable to the Customer;
(i)
For the purpose of redeeming shares of the capital stock of the Customer and the delivery to, or the crediting to the
account of, the Bank, its Subcustodian or the Customer's transfer agent, such shares to be purchased or redeemed;
(j)
For the purpose of redeeming in kind shares of the Customer against delivery to the Bank, its Subcustodian or the
Customer's transfer agent of such shares to be so redeemed;
(k)
For delivery in accordance with the provisions of any agreement among the Customer, the Bank and a broker
dealer
registered under the Securities Exchange Act of 1934 (the "Exchange Act") and a member of The National Association
of Securities Dealers, Inc. ("NASD"), relating to compliance with the rules of The Options Clearing Corporation and
of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or
other arrangements in connection with transactions by the Customer;
(l)
For release of Securities to designated brokers under covered call options, provided, however, that such Securities shall
be released only upon payment to the Bank of monies for the premium due and a receipt for the Securities which are
to be held in escrow. Upon exercise of the option, or at expiration, the Bank will receive from brokers the Securities
previously deposited. The Bank will act strictly in accordance with Instructions in the delivery of Securities to be held
in escrow and will have no responsibility or liability for any such Securities which are not returned promptly when due
other than to make proper request for such return;
(m)
For spot or forward foreign exchange transactions to facilitate security trading, receipt of income from Securities or
related transactions;
(n)
For other proper purposes as may be specified in Instructions issued by an officer of the Customer which shall include
a statement of the purpose for which the delivery or payment is to be made, the amount of the payment or specific
Securities to be delivered, the name of the person or persons to whom delivery or payment is to be made, and a
certification that the purpose is a proper purpose under the instruments governing the Customer; and
o)
Upon the termination of this Agreement as set forth in Section 14(i).
Section 12.
Standard of Care; Liabilities.
Add the following subsection (c) to Section 12:
(c)
The Bank hereby warrants to the Customer that in its opinion, after due inquiry, the established procedures to be
followed by each of its branches, each branch of a qualified U.S. bank, each eligible foreign custodian and each eligible
foreign securities depository holding the Customer's Securities pursuant to this Agreement afford protection for such
Securities at least equal to that afforded by the Bank's established procedures with respect to similar securities held by
the Bank and its securities depositories in New York.
Section 14.
Access to Records.
Add the following language to the end of Section 14(c):
Upon reasonable request from the Customer, the Bank shall furnish the Customer such reports (or portions thereof) of the
Bank's system of internal accounting controls applicable to the Bank's duties under this Agreement. The Bank shall endeavor to
obtain and furnish the Customer with such similar reports as it may reasonably request with respect to each Subcustodian and
securities depository holding the Customer's assets.
GLOBAL CUSTODY AGREEMENT
WITH
DATE
SPECIAL TERMS AND CONDITIONS RIDER
SUB-CUSTODIANS EMPLOYED BY
THE CHASE MANHATTAN BANK, N.A. LONDON, GLOBAL CUSTODY
COUNTRY
|
SUB-CUSTODIAN
|
CORRESPONDENT BANK
|
ARGENTINA
|
The Chase Manhattan Bank,
N.A., Main Branch
25 De Mayo 130/140
Buenos Aires
ARGENTINA
|
The Chase Manhattan
Bank, N.A.
Buenos Aires
|
AUSTRALIA
|
The Chase Manhattan Bank,
Australia Limited
36th Floor
World Trade Centre
Jamison Street
Sydney
New South Wales 2000
AUSTRALIA
|
The Chase Manhattan Bank
Australia Limited Sydney
|
AUSTRIA
|
Creditanstalt - Bankvereln
Schottengasse 6
A - 1011, Vienna
AUSTRIA
|
Credit Lyonnais Vienna
|
BANGLADESH
|
Standard Chartered Bank
18-20 Motijheel C.A.
Box 536,
Dhaka-1000
BANGLADESH
|
Standard Chartered Bank
Dhaka
|
BELGIUM
|
Generale Bank
3 Montagne Du Parc
1000 Bruxelles
BELGIUM
|
Credit Lyonnais Bank
Brussels
|
BOTSWANA
|
Standard Chartered Bank
Botswana Ltd.
4th Floor Commerce House
The Mall
Gaborone
BOTSWANA
|
Standard Chartered Bank
Botswana Ltd.
Gabarone
|
BRAZIL
|
Banco Chase Manhattan, S.A.
Chase Manhattan Center
Rua Verbo Divino, 1400
Sao Paulo, SP 04719-002
BRAZIL
|
Banco Chase Manhattan
S.A., Sao Paolo
|
CANADA
|
The Royal Bank of Canada
Royal Bank Plaza
Toronto
Ontario M5J 2J5
CANADA
Canada Trust
Canada Trust Tower
BCE Place
161 Bay at Front
Toronto
Ontario M5J 2T2
CANADA
|
Toronto Dominion Bank
Toronto
Toronto Dominion Bank
Toronto
|
CHILE
|
The Chase Manhattan Bank,
N.A., Agustinas 1235
Casilla 9192
Santiago
CHILE
|
The Chase Manhattan
Bank, N.A., Santiago
|
COLOMBIA
|
Cititrust Colombia S.A.
Sociedad Fiduciaria
Av. Jimenez No 8-89
Santafe de Bogota, DC
COLOMBIA
|
Cititrust Colombia S.A.
Sociedad Fiduciaria
Santafe de Bogota
|
CZECH
REPUBLIC
|
Ceskoslovenska Obchodni
Banka, A.S.; Na Prikoope 14
115 20 Praha 1
CZECH REPUBLIC
|
Ceskoslovenska
Obchodni Banka, A.S.
Praha
|
DENMARK
|
Den Danske Bank
2 Holmens Kanala DK 1091
Copenhagen
DENMARK
|
Den Danske Bak
Copenhagen
|
EUROBONDS
|
Cedel S.A.
67 Blvd Grande Duchesse
Charlotte LUXEMBOURG
A/c Chase Manhattan Bank,
N.A. London
|
A/c No. 17817
ECU:Lloyds Bank PLC
International Banking
Dividion
London
For all other
currencies: see
relevant country
|
EURO CDS
|
First Chicago Clearing
Centre
27 Leadenhall Street
London EC3A 1AA
UK
|
ECU:Lloyds Bank PLC
Banking Division London
For all other
currencies: see
relevant country
|
FINLAND
|
Kansallis-Osake-Pankki
Aleksanterinkatu 42
00100 Helsinki 10
FINLAND
|
Kanasallis-Osake-Pankki
|
FRANCE
|
Banque Paribas
Ref 256
BP 141
3, Rue D'Antin
75078 Paris
Cedex 02
FRANCE
|
Societe Generale Paris
|
GERMANY
|
Chase Bank A.G.
Alexanderstrasse 59
Postfach 90 01 09
60441 Frankfurt/Main
GERMANY
|
Chase Bank A.G.
Frankfurt
|
GREECE
|
National Bank of Greece
S.A.
38 Stadiou Street
Athens
GREECE
|
National Bank of Greece
S.A. Athens
A/c Chase Manhattan
Bank, N.A., London
A/c No. 040/7/921578-68
|
HONG KONG
|
The Chase Manhattan Bank,NA
40/F One Exchange Square
8, Connaught Place
Central, Hong Kong
HONG KONG
|
The Chase Manhattan
Bank, N.A., Hong Kong
|
HUNGARY
|
Citibank Budapest Rt.
Vaci Utca 19-21
1052 Budapest V
HUNGARY
|
Citibank Budapest Rt.
Budapest
|
INDIA
|
The Hongkong and Shanghai
Banking Corporation
Limited
52/60 Mahatma Gandhi Road
Bombay 400 001
INDIA
|
The Hongkong and
Shanghai Banking
Corporation Limited,
Bombay
|
INDONESIA
|
The Hongkong and Shanghai
Banking Corporation
Limited
World Trade Center
J1. Jend Sudirman
Kav. 29-31
Jakarta 10023
INDONESIA
|
The Chase Manhattan
Bank, N.A., Jakarta
|
IRELAND
|
Bank of Ireland
International Financial
Services Centre
1 Hargourmaster Place
Dublin 1
IRELAND
|
Allied Irish Bank Dublin
|
ISRAEL
|
Bank Leumi Le-Israel B.M.
19 Herzi Street
65136 Tel Aviv
ISRAEL
|
Bank Leumi Le-Israel
B.M., Tel Aviv
|
ITALY
|
The Chase Manhattan Bank,
N.A., Piazza Meda 1
20121 Milan
ITALY
|
The Chase Manhattan
Bank, N.A., Milan
|
JAPAN
|
The Chase Manhattan Bank,
N.A.,1-3 Marunouchi
1-Chome
Chiyoda-Ku
Tokyo 100
JAPAN
|
The Chase Manhattan
Bank, N.A., Tokyo
|
JORDAN
|
Arab Bank Limited
P.O. Box 950544-5
Amman
Shmeisani
JORDAN
|
Arab Bank Limited
Amman
|
LUXEMBOURG
|
Banque Generale
du Luxembourg
S.A., 27 Avenue Monterey
LUXEMBOURG
|
Banque Generale du
Luxembourg S.A.
Luxembourg
|
MALAYSIA
|
The Chase Manhattan Bank,
N.A., Pernas International
Jalan Sultan Ismail
50250, Kuala Lumpur
MALAYSIA
|
The Chase Manhattan
Bank, N.A., Kuala Lumpur
|
MEXICO
(Government
Bonds)
|
The Chase Manhattan Bank,
N.A., Hamburgo 213, Piso 7
06660 Mexico D.F.
MEXICO
Banco Nacional de Mexico,
Avenida Juarez No.
104-11 Piso
06040 Mexico D.F.
MEXICO
|
No correspondent Bank
(Equities)
Banque Commerciale du
Maroc
Casablanca
|
NETHERLANDS
|
ABN AMRO N.V.
Securities Centre
P.O. Box 3200
4800 De Breda
NETHERLANDS
|
Credit Lyonnais
Bank Nederland N.V.
Rotterdam
|
NEW ZEALAND
|
National Nominees Limited
Level 2 BNZ Tower
125 Queen Street
Auckland
NEW ZEALAND
|
National Bank of
New Zealand
Wellington
|
NORWAY
|
Den Norske Bank
Kirkegaten 21
Oslo 1
NORWAY
|
Den Norske Bank
Oslo
|
PAKISTAN
|
Citibank N.A.
State Life Building No.1
I.I. Chundrigar Road
Karachi
PAKISTAN
|
Citibank N.A.
Karachi
|
PERU
|
Citibank, N.A.
Camino Real 457
CC Torre Real - 5th Floor
San Isidro, Lima 27
PERU
|
Citibank N.A. Lima
|
PHILIPPINES
|
The Hongkong and Shanghai
Banking Corporation
Limited
Hong Kong Bank Centre 3/F
San Miguel Avenue
Ortigas Commercial Centre
Pasig Metro Manila
PHILIPPINES
|
The Hongkong and Shaghai
Banking Corporation
Limited, Manila
|
POLAND
|
Bank Polska Kasa Opieki
S.A., 6/12 Nowy Swiat Str
00-920 Warsaw
POLAND
|
Bank Potska Kasa Opieki
S.A., Warsaw
|
PORTUGAL
|
Banco Espirito Santo &
Comercial de Lisboa
Servico de Gestaode Titulos
R. Mouzinho da Silvelra,
36 r/c, 1200 Lisbon
PORTUGAL
|
Banco Pinto &
Sotto Mayor
Avenida Fontes
Pereira de Melo
1000 Lisbon
|
SHANGHAI
(CHINA)
|
The Hongkong and Shanghai
Banking Corporation
Limited
Shanghai Branch
Corporate Banking Centre
Unit 504, 5/F Shanghai
Centre
1376 Hanjing Xi Lu
Shanghai
THE PEOPLE'S REPUBLIC OF
CHINA
|
The Chase Manhattan
Bank, N.A.,Hong Kong
|
SCHENZHEN
(CHINA)
|
The Hongkong and Shanghai
Banking Corporation
Limited
1st Floor
Central Plaza Hotel
No. 1 Chun Feng Lu
Shenzhen
THE PEOPLE'S REPUBLIC OF
CHINA
|
The Chase Manhattan
Bank, N.A., Hong Kong
|
SINGAPORE
|
The Chase Manhattan Bank,
N.A.
Shell Tower
50 Raffles Place
Singapore 0104
SINGAPORE
|
The Chase Manhattan
Bank, N.A.
Singapore
|
SOUTH KOREA
|
The Hongkong & Shanghai
Banking Corporation
Limited
6/F Kyobo Building
#1 Chongro,
1-ka Chongro-Ku,
Seoul
SOUGH KOREA
|
The Hongkong & Shanghai
Banking Corporation
Limited, Seoul
|
SPAIN
|
The Chase Manhattan Bank,
N.A.,Calle Peonias 2
7th Floor
La Piovera
28042 Madrid
SPAIN
|
Banco Zaragozano, S.A.
Madrid
|
URUGUAY
|
The First National Bank
of Boston
Zabala 1463
Montevideo
URUGUAY
|
The First National Bank
of Boston
Montevideo
|
U.S.A
|
The Chase Manhattan Bank,
N.A.
1 Chase Manhattan Plaza
New York
NY 10081
U.S.A.
|
The Chase Manhattan
Bank, N.A.
New York
|
VENEZUELA
|
Citibank N.A.
Carmelitas a Altagracia
Edificio Citibank
Caracas 1010
VENEZUELA
|
Citibank N.A.
Caracas
|
AMENDMENT AGREEMENT
AMENDMENT AGREEMENT, dated as of April 18, 1994 (the "
Amendment
Agreement
") to the Global Custody Agreement, effective January 3, 1994 (the "
Custody
Agreement
") by and between each of the Entities listed in Attachment A hereto, separately and
individually (each such entity referred to hereinafter as the "
Customer
") and THE CHASE
MANHATTAN BANK, N.A. (the "
Bank
"). Terms defined in the Custody Agreement are used
herein as therein defined.
WITNESSETH:
WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the bank
wishes to accept such appointment pursuant to the terms of the Custody Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1.
Amendment
. Section I of Schedule A of the Custody Agreement ("
Schedule A
") shall
be amended to add each Customer listed in Attachment A hereto. The revised Schedule A
incorporating these changes in the form attached hereto as Attachment B shall supersede the existing
Schedule A in its entirety.
2.
Agreement
. The Customer agrees to be bound in all respects by all the terms and
conditions of the Custody Agreement and shall be fully liable thereunder as a "Customer" as defined
in the Custody Agreement.
3.
Confirmation of Agreement
. Except as amended hereby, the Custody Agreement is in
full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer
and the Bank in all respects.
4.
Governing Law
. This Amendment Agreement shall be construed in accordance with and
governed by the law of the State of New York without regard to its conflict of law principles.
IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the
day and year first above written.
THE CHASE MANHATTAN BANK, N.A.
By:
/s/Alan 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
applicable to all Customers listed
under Section I of this Schedule A.
|
Equity Funds
T. Rowe Price Balanced Fund, Inc.
T. Rowe Price Blue Chip Growth Fund, Inc.
T. Rowe Price Capital Appreciation Fund
T. Rowe Price Dividend Growth Fund, Inc.
T. Rowe Price Equity Income Fund
T. Rowe Price Growth & Income Fund, Inc.
T. Rowe Price Growth Stock Fund, Inc.
Institutional International Funds, Inc. on behalf of:
Foreign Equity Fund
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price European Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. Rowe Price International Series, Inc., on behalf of:
T. Rowe Price International Stock Portfolio
T. Rowe Price Mid-Cap Growth Fund, Inc.
T. Rowe Price New Era Fund, Inc.
T. Rowe Price New Horizons Fund, Inc.
T. Rowe Price OTC Fund, Inc. on behalf of:
T. Rowe Price OTC Fund
T. Rowe Price Science & Technology Fund, Inc.
T. Rowe Price Small-Cap Value Fund, Inc.
CUNA Mutual Funds, Inc. on behalf of:
CUNA Mutual Cornerstone Fund
T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Equity Income Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price New America Growth Fund, Inc.
Attachment B
Schedule A
Page 2 of 2
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
Income Funds
T. Rowe Price Adjustable Rate U.S. Government Fund, Inc.
T. Rowe Price High Yield Fund, Inc.
T. Rowe Price New Income Fund, Inc.
T. Rowe Price Short-Term Bond Fund, Inc.
T. Rowe Price Summit Funds, Inc. on behalf of:
T. Rowe Price Summit Limited-Term Bond Fund
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Global Government Income Fund
T. Rowe Price International Bond Fund
T. Rowe Price Short-Term Global Income Fund
T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio
II. ACCOUNTS SUBJECT TO ERISA
|
The ERISA Rider is applicable
to all Customers Under Section II
of this Schedule A.
|
T. Rowe Price Trust Company as Trustee for the
Johnson Matthey Salaried Savings Plan
Common Trust Funds
T. Rowe Price Trust Company, as Trustee for the International
Common Trust Fund on behalf of the Underlying Trusts:
Foreign Discovery Trust
Foreign Discovery Trust-Augment
Pacific Discovery Trust
European Discovery Trust
Japan Discovery Trust
Latin American Discovery Trust
New York City International Common Trust Fund
III. OTHER
RPFI International Partners, L.P.
|
No Riders are applicable to the
Customer listed under Section III of
this Schedule A.
|
AMENDMENT AGREEMENT
AMENDMENT AGREEMENT, dated as of August 15, 1994 (the "
Amendment
Agreement
") to the Global Custody Agreement, effective January 3, 1994, as amended (the
"
Custody Agreement
") by and between each of the Entities listed in Attachment A hereto,
separately and individually (each such entity referred to hereinafter as the "
Customer
") and THE
CHASE MANHATTAN BANK, N.A. (the "
Bank
"). Terms defined in the Custody Agreement
are used herein as therein defined.
WITNESSETH:
WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank
wishes to accept such appointment pursuant to the terms of the Custody Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1.
Amendment
. Section I of Schedule A of the Custody Agreement ("
Schedule A
") shall
be amended to add each Customer listed in Attachment A hereto. The revised Schedule A
incorporating these changes in the form attached hereto as Attachment B shall supersede the existing
Schedule A in its entirety.
2.
Agreement
. The Customer agrees to be bound in all respects by all the terms and
conditions of the Custody Agreement and shall be fully liable thereunder as a "Customer" as defined
in the Custody Agreement.
3.
Confirmation of Agreement
. Except as amended hereby, the Custody Agreement is in
full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer
and the Bank in all respects.
4.
Governing Law
. This Amendment Agreement shall be construed in accordance with and
governed by the law of the State of New York without regard to its conflict of law principles.
IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the
day and year first above written.
THE CHASE MANHATTAN BANK, N.A.
By:
/s/Alan 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 Funds, Inc. on behalf of:
T. Rowe Price European Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. Rowe Price International Series, Inc., on behalf of:
T. Rowe Price International Stock Portfolio
T. Rowe Price Mid-Cap Growth Fund, Inc.
T. Rowe Price New Era Fund, Inc.
T. Rowe Price New Horizons Fund, Inc.
T. Rowe Price OTC Fund, Inc. on behalf of:
T. Rowe Price OTC Fund
T. Rowe Price Science & Technology Fund, Inc.
T. Rowe Price Small-Cap Value Fund, Inc.
CUNA Mutual Funds, Inc. on behalf of:
CUNA Mutual Cornerstone Fund
T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Equity Income Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. Rowe Price New America Growth Fund, Inc.
Income Funds
T. Rowe Price Adjustable Rate U.S. Government Fund, Inc.
T. Rowe Price High Yield Fund, Inc.
T. Rowe Price New Income Fund, Inc.
T. Rowe Price Short-Term Bond Fund, Inc.
T. Rowe Price Summit Funds, Inc. on behalf of:
T. Rowe Price Summit Limited-Term Bond Fund
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Global Government Income Fund
T. Rowe Price International Bond Fund
T. Rowe Price Short-Term Global Income Fund
T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
Attachment B
Schedule A
Page 2 of 3
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
II. ACCOUNTS SUBJECT TO ERISA
|
The ERISA Rider is applicable
to all Customers Under
Section II of this
Schedule A.
|
T. Rowe Price Trust Company as Trustee for the
Johnson Matthey Salaried Savings Plan
Common Trust Funds
T. Rowe Price Trust company, as Trustee for the International
Common Trust Fund on behalf of the Underlying Trusts:
Foreign Discovery Trust
Foreign Discovery Trust-Augment
Pacific Discovery Trust
European Discovery Trust
Japan Discovery Trust
Latin American Discovery Trust
New York City International Common Trust Fund
III. OTHER
RPFI International Partners, L.P.
|
No Riders are applicable
to the Customer listed
under Section III of
this Schedule A.
|
AMENDMENT AGREEMENT
AMENDMENT AGREEMENT, dated as of November 28, 1994 (the "Amendment
Agreement") to the Global Custody Agreement, effective January 3, 1994, as amended (the
"Custody Agreement") by and between each of the Entities listed in Attachment A hereto, separately
and individually (each such entity referred to hereinafter as the "Customer") and THE CHASE
MANHATTAN BANK, N.A. (the "Bank"). Terms defined in the Custody Agreement are used
herein as therein defined.
WITNESSETH:
WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank
wishes to accept such appointment pursuant to the terms of the Custody Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment. Section I of Schedule A of the Custody Agreement ("Schedule A") shall
be amended to add each Customer listed in Attachment A hereto. The revised Schedule A
incorporating these changes in the form attached hereto as Attachment B shall supersede the existing
Schedule A in its entirety.
2. Agreement. The Customer agrees to be bound in all respects by all the terms and
conditions of the Custody Agreement and shall be fully liable thereunder as a "Customer" as defined
in the Custody Agreement.
3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in
full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer
and the Bank in all respects.
4. Governing Law. This Amendment Agreement shall be construed in accordance with and
governed by the law of the State of New York without regard to its conflict of law principles.
IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the
day and year first above written.
THE CHASE MANHATTAN BANK, N.A.
/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:
Foreign Equity Fund
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price European Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. Rowe Price International Series, Inc., on behalf of:
T. Rowe Price International Stock Portfolio
T. Rowe Price Mid-Cap Growth Fund, Inc.
T. Rowe Price New Era Fund, Inc.
T. Rowe Price New Horizons Fund, Inc.
T. Rowe Price OTC Fund, Inc. on behalf of:
T. Rowe Price OTC Fund
T. Rowe Price Science & Technology Fund, Inc.
T. Rowe Price Small-Cap Value Fund, Inc.
CUNA Mutual Funds, Inc. on behalf of:
CUNA Mutual Cornerstone Fund
T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Equity Income Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. Rowe Price New America Growth Fund, Inc.
T. Rowe Price Value Fund, Inc.
Income Funds
T. Rowe Price Adjustable Rate U.S. Government Fund, Inc.
T. Rowe Price High Yield Fund, Inc.
T. Rowe Price New Income Fund, Inc.
T. Rowe Price Short-Term Bond Fund, Inc.
T. Rowe Price Summit Funds, Inc. on behalf of:
T. Rowe Price Summit Limited-Term Bond Fund
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Global Government Income Fund
T. Rowe Price International Bond Fund
T. Rowe Price Short-Term Global Income Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
Attachment B
Schedule A
Page 2 of 2
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
II. ACCOUNTS SUBJECT TO ERISA
|
The ERISA Rider is applicable
to all Customers Under Section II
of this Schedule A.
|
T. Rowe Price Trust Company as Trustee for the
Johnson Matthey Salaried Savings Plan
Common Trust Funds
T. Rowe Price Trust company, as Trustee for the International
Common Trust Fund on behalf of the Underlying Trusts:
Foreign Discovery Trust
Foreign Discovery Trust-Augment
Pacific Discovery Trust
European Discovery Trust
Japan Discovery Trust
Latin American Discovery Trust
New York City International Common Trust Fund
III. OTHER
RPFI International Partners, L.P.
|
No Riders are applicable to the
Customer listed under Section III of
this Schedule A.
|
AMENDMENT AGREEMENT
AMENDMENT AGREEMENT, dated as of May 31, 1995 (the "Amendment Agreement")
to the Global Custody Agreement, effective January 3, 1994, as amended (the "Custody
Agreement") by and between each of the Entities listed in Attachment A hereto, separately and
individually (each such entity referred to hereinafter as the "Customer") and THE CHASE
MANHATTAN BANK, N.A. (the "Bank"). Terms defined in the Custody Agreement are used
herein as therein defined.
WITNESSETH:
WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank
wishes to accept such appointment pursuant to the terms of the Custody Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment. Section I of Schedule A of the Custody Agreement ("Schedule A") shall
be amended to add and delete certain Customers as specified in Attachment A hereto. The revised
Schedule A incorporating these changes in the form attached hereto as Attachment B shall supersede
the existing Schedule A in its entirety.
2. Agreement. The Customer agrees to be bound in all respects by all the terms and
conditions of the Custody Agreement and shall be fully liable thereunder as a "Customer" as defined
in the Custody Agreement.
3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in
full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer
and the Bank in all respects.
4. Governing Law. This Amendment Agreement shall be construed in accordance with and
governed by the law of the State of New York without regard to its conflict of law principles.
IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the
day and year first above written.
THE CHASE MANHATTAN BANK, N.A.
/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
applicable to all Customers listed
under Section I of this Schedule A.
|
Equity Funds
T. Rowe Price Balanced Fund, Inc.
T. Rowe Price Blue Chip Growth Fund, Inc.
T. Rowe Price Capital Appreciation Fund
T. Rowe Price Capital Opportunity Fund, Inc.
T. Rowe Price Dividend Growth Fund, Inc.
T. Rowe Price Equity Income Fund
T. Rowe Price Growth & Income Fund, Inc.
T. Rowe Price Growth Stock Fund, Inc.
Institutional International Funds, Inc. on behalf of:
Foreign Equity Fund
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price European Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price International Series, Inc., on behalf of:
T. Rowe Price International Stock Portfolio
T. Rowe Price Mid-Cap Growth Fund, Inc.
T. Rowe Price New Era Fund, Inc.
T. Rowe Price New Horizons Fund, Inc.
T. Rowe Price OTC Fund, Inc. on behalf of:
T. Rowe Price OTC Fund
T. Rowe Price Science & Technology Fund, Inc.
T. Rowe Price Small-Cap Value Fund, Inc.
T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Equity Income Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. Rowe Price New America Growth Fund, Inc.
T. Rowe Price Value Fund, Inc.
Income Funds
T. Rowe Price Adjustable Rate U.S. Government Fund, Inc.
T. Rowe Price High Yield Fund, Inc.
T. Rowe Price New Income Fund, Inc.
T. Rowe Price Short-Term Bond Fund, Inc.
T. Rowe Price Summit Funds, Inc. on behalf of:
T. Rowe Price Summit Limited-Term Bond Fund
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Global Government Income Fund
T. Rowe Price International Bond Fund
T. Rowe Price Short-Term Global Income Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
Attachment B
Schedule A
Page 2 of 2
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
II. ACCOUNTS SUBJECT TO ERISA
|
The ERISA Rider is applicable
to all Customers Under Section II
of this Schedule A.
|
T. Rowe Price Trust Company as Trustee for the
Johnson Matthey Salaried Savings Plan
Common Trust Funds
T. Rowe Price Trust company, as Trustee for the International
Common Trust Fund on behalf of the Underlying Trusts:
Foreign Discovery Trust
Foreign Discovery Trust-Augment
Pacific Discovery Trust
European Discovery Trust
Japan Discovery Trust
Latin American Discovery Trust
New York City International Common Trust Fund
III. OTHER
RPFI International Partners, L.P.
|
No Riders are applicable to the
Customer listed under Section III of
this Schedule A.
|
AMENDMENT AGREEMENT
AMENDMENT AGREEMENT, dated as of November 1, 1995 (the "Amendment
Agreement") to the Global Custody Agreement, effective January 3, 1994, as amended (the
"Custody Agreement") by and between each of the Entities listed in Attachment A hereto, separately
and individually (each such entity referred to hereinafter as the "Customer") and THE CHASE
MANHATTAN BANK, N.A. (the "Bank"). Terms defined in the Custody Agreement are used
herein as therein defined.
WITNESSETH:
WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank
wishes to accept such appointment pursuant to the terms of the Custody Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment. Section I of Schedule A of the Custody Agreement ("Schedule A") shall
be amended to add and delete certain Customers as specified in Attachment A hereto. The revised
Schedule A incorporating these changes in the form attached hereto as Attachment B shall supersede
the existing Schedule A in its entirety.
2. Agreement. The Customer agrees to be bound in all respects by all the terms and
conditions of the Custody Agreement and shall be fully liable thereunder as a "Customer" as defined
in the Custody Agreement.
3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in
full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer
and the Bank in all respects.
4. Governing Law. This Amendment Agreement shall be construed in accordance with and
governed by the law of the State of New York without regard to its conflict of law principles.
IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the
day and year first above written.
THE CHASE MANHATTAN BANK, N.A.
/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
applicable to all Customers listed
under Section I of this Schedule A.
|
Equity Funds
T. Rowe Price Balanced Fund, Inc.
T. Rowe Price Blue Chip Growth Fund, Inc.
T. Rowe Price Capital Appreciation Fund
T. Rowe Price Capital Opportunity Fund, Inc.
T. Rowe Price Dividend Growth Fund, Inc.
T. Rowe Price Equity Income Fund
T. Rowe Price Growth & Income Fund, Inc.
T. Rowe Price Growth Stock Fund, Inc.
Institutional International Funds, Inc. on behalf of:
Foreign Equity Fund
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price European Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Series, Inc., on behalf of:
T. Rowe Price International Stock Portfolio
T. Rowe Price Mid-Cap Growth Fund, Inc.
T. Rowe Price New Era Fund, Inc.
T. Rowe Price New Horizons Fund, Inc.
T. Rowe Price OTC Fund, Inc. on behalf of:
T. Rowe Price OTC Fund
T. Rowe Price Science & Technology Fund, Inc.
T. Rowe Price Small-Cap Value Fund, Inc.
T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Equity Income Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. Rowe Price New America Growth Fund, Inc.
T. Rowe Price Value Fund, Inc.
T. Rowe Price Health & Life Sciences Fund, Inc.
Income Funds
T. Rowe Price Adjustable Rate U.S. Government Fund, Inc.
T. Rowe Price High Yield Fund, Inc.
T. Rowe Price New Income Fund, Inc.
T. Rowe Price Short-Term Bond Fund, Inc.
T. Rowe Price Summit Funds, Inc. on behalf of:
T. Rowe Price Summit Limited-Term Bond Fund
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Global Government Income Fund
T. Rowe Price International Bond Fund
T. Rowe Price Short-Term Global Income Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. Rowe Price Corporate Income Fund, Inc.
Attachment B
Schedule A
Page 1 of 2
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
II. ACCOUNTS SUBJECT TO ERISA
|
The ERISA Rider is applicable
to all Customers Under Section II
of this Schedule A.
|
T. Rowe Price Trust Company as Trustee for the
Johnson Matthey Salaried Savings Plan
Common Trust Funds
T. Rowe Price Trust Company, as Trustee for the International
Common Trust Fund on behalf of the Underlying Trusts:
Foreign Discovery Trust
Foreign Discovery Trust-Augment
Pacific Discovery Trust
European Discovery Trust
Japan Discovery Trust
Latin American Discovery Trust
New York City International Common Trust Fund
III. OTHER
RPFI International Partners, L.P.
|
No Riders are applicable
to the Customer listed under
Section III of this Schedule A.
|
AMENDMENT AGREEMENT
The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15,
1994, November 28, 1994, May 31, 1995, and November 1, 1995 (the "Custody Agreement"), by
and between each of the Entities listed in Attachment A hereto, separately and individually (each
such entity referred to hereinafter as the "Customer") and The Chase Manhattan Bank, N.A., which
contracts have been assumed by operation of law by THE CHASE MANHATTAN BANK (the
"Bank") is hereby further amended, as of July 31, 1996 (the "Amendment Agreement"). Terms
defined in the Custody Agreement are used herein as therein defined.
WITNESSETH:
WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank
wishes to accept such appointment pursuant to the terms of the Custody Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment. Section I of Schedule A of the Custody Agreement ("Schedule A") shall
be amended to add and delete certain Customers as specified in Attachment A hereto. The revised
Schedule A incorporating these changes in the form attached hereto as Attachment B shall supersede
the existing Schedule A in its entirety.
2. Agreement. The Customer agrees to be bound in all respects by all the terms and
conditions of the Custody Agreement and shall be fully liable thereunder as a "Customer" as defined
in the Custody Agreement.
3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in
full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer
and the Bank in all respects.
4. Governing Law. This Amendment Agreement shall be construed in accordance with and
governed by the law of the State of New York without regard to its conflict of law principles.
IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the
day and year first above written.
THE CHASE MANHATTAN BANK
/s/Caroline Willson
By:_________________________________
Caroline Willson
Vice President
EACH OF THE CUSTOMERS LISTED IN
ATTACHMENT A HERETO, SEPARATELY AND
INDIVIDUALLY
/s/Carmen F. Deyesu
By:________________________________
Carmen F. Deyesu
Treasurer
Attachment A
LIST OF CUSTOMERS
Add the following Funds:
T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price Financial Services Fund, Inc.
Institutional Equity Funds, Inc. on behalf of:
Mid-Cap Equity Growth Fund
T. Rowe Price Mid-Cap Value Fund, Inc.
T. Rowe Price Trust Company, as Trustee for the
International Common Trust Fund on behalf of:
Emerging Markets Equity Trust
Attachment B
Schedule A
Page 1 of 2
LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK, N.A.
DATED JANUARY 3, 1994
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
I. INVESTMENT COMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940
|
The Mutual Fund Rider is
applicable to all Customers listed
under Section I of this Schedule A.
|
Equity Funds
T. Rowe Price Balanced Fund, Inc.
T. Rowe Price Blue Chip Growth Fund, Inc.
T. Rowe Price Capital Appreciation Fund
T. Rowe Price Capital Opportunity Fund, Inc.
T. Rowe Price Dividend Growth Fund, Inc.
T. Rowe Price Equity Income Fund
T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Equity Income Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. Rowe Price Financial Services Fund, Inc.
T. Rowe Price Growth & Income Fund, Inc.
T. Rowe Price Growth Stock Fund, Inc.
T. Rowe Price Health Sciences Fund, Inc.
Institutional Equity Funds, Inc. on behalf of:
Mid-Cap Equity Growth Fund
Institutional International Funds, Inc. on behalf of:
Foreign Equity Fund
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. Rowe Price International Series, Inc., on behalf of:
T. Rowe Price International Stock Portfolio
T. Rowe Price Mid-Cap Growth Fund, Inc.
T. Rowe Price Mid-Cap Value Fund, Inc.
T. Rowe Price New America Growth Fund
T. Rowe Price New Era Fund, Inc.
T. Rowe Price New Horizons Fund, Inc.
T. Rowe Price OTC Fund, Inc. on behalf of:
T. Rowe Price OTC Fund
T. Rowe Price Science & Technology Fund, Inc.
T. Rowe Price Small-Cap Value Fund, Inc.
T. Rowe Price Value Fund, Inc.
Income Funds
T. Rowe Price Corporate Income Fund, Inc.
T. Rowe Price High Yield Fund, Inc.
T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price International Bond Fund
T. Rowe Price Short-Term Global Income Fund
T. Rowe Price New Income Fund, Inc.
T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. Rowe Price Short-Term Bond Fund, Inc.
T. Rowe Price Short-Term U.S. Government Fund, Inc.
T. Rowe Price Summit Funds, Inc. on behalf of:
T. Rowe Price Summit Limited-Term Bond Fund
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
II. ACCOUNTS SUBJECT TO ERISA
|
The ERISA Rider is applicable
to all Customers Under Section II
of this Schedule A.
|
T. Rowe Price Trust Company as Trustee for the
Johnson Matthey Salaried Savings Plan
Common Trust Funds
T. Rowe Price Trust Company, as Trustee for the International
Common Trust Fund on behalf of the Underlying Trusts:
Emerging Markets Equity Trust
European Discovery Trust
Foreign Discovery Trust
Foreign Discovery Trust-Augment
Japan Discovery Trust
Latin America Discovery Trust
Pacific Discovery Trust
New York City International Common Trust Fund
III. OTHER
RPFI International Partners, L.P.
|
No Riders are applicable to the
Customer listed under Section III of
this Schedule A.
|
AMENDMENT, dated July 17, 1997 to the January 3, 1994 Custody Agreement
("Agreement"), as amended July 31, 1996 ("Amendment Agreement"), by and between each of the
Entities listed in Attachment B of the Amendment Agreement, separately and individually (each
such entity hereinafter referred to as the "Customer"), and The Chase Manhattan Bank, N.A. whose
obligations have since been adopted by The Chase Manhattan Bank ("Bank"), having a place of
business at One Chase Manhattan Plaza, New York, N.Y. 10081
It is hereby agreed as follows:
Section 1. Except as modified hereby, the Agreement is confirmed in all respects.
Capitalized terms used herein without definition shall have the meanings ascribed to them in the
Agreement.
Section 2. The Agreement is amended as follows by adding the following as new ' 15:
(a) "CMBI" shall mean Chase Manhattan Bank International, an indirect wholly-owned
subsidiary of Bank, located in Moscow, Russia, and any nominee companies appointed by it.
(b) "International Financial Institution" shall mean any bank in the top 1,000 (together with
their affiliated companies) as measured by "Tier 1" capital or any broker/dealer in the top 100 as
measured by capital.
(c) "Negligence" shall mean the failure to exercise "Reasonable Care".
(d) "No-Action Letter" shall mean the response of the Securities and Exchange
Commission's Office of Chief Counsel of Investment Management, dated April 18, 1995, in respect
of the Templeton Russia Fund, Inc. (SEC Ref. No. 95-151-CC, File No. 811-8788) providing "no-
action" relief under '17(f) of the Investment Company Act of 1940, as amended, and SEC Rule 17-
f5 thereunder, in connection with custody of such Templeton Russia Fund, Inc.'s investments in
Russian Securities.
(e) "Reasonable Care" shall mean the use of reasonable custodial practices under the
applicable circumstances as measured by the custodial practices then prevailing in Russia of
International Financial Institutions acting as custodians for their institutional investor clients in
Russia.
(f) "Registrar Company" shall mean any entity providing share registration services to an
issuer of Russian Securities.
(g) "Registrar Contact" shall mean a contract between CMBI and a Registrar Company
(and as the same may be amended from time to time) containing, inter alia, the contractual provisions
described at paragraphs (a)-(e) on pps. 5-6 of the No-Action Letter.
(h) "Russian Security" shall mean a Security issued by a Russian issuer.
(i) "Share Extract" shall mean: (i) an extract of its share registration books issued by a
Registrar Company indicating an investor's ownership of a security; and (ii) a form prepared by
CMBI or its agent in those cases where a Registrar Company in unwilling to issue a Share Extract.
Section 3. Section 6(a) of the Agreement is amended by adding the following at the end
thereof: "With respect to Russia, payment for Russian Securities shall not be made prior to the
issuance of the Share Extract relating to such Russian Security. Delivery of Russian Securities may
be made in accordance with the customary or established securities trading or securities processing
practices and procedures in Russia. Delivery of Russian Securities may also be made in any manner
specifically required by Instructions acceptable to the Bank. Customer shall promptly supply such
transaction and settlement information as may be requested by Bank or CMBI in connection with
particular transactions."
Section 4. Section 8 of the Agreement is amended by adding a new paragraph to the end
thereof as follows: "It is understood and agreed that Bank need only use its reasonable efforts with
respect to performing the functions described in this '8 with respect to Russian Securities."
Section 5. Section 12(a)(i) of the Agreement is amended with respect to Russian custody
by deleting the phrase "reasonable care" wherever it appears and substituting, in lieu thereof, the
phrase "Reasonable Care."
Section 6. Section 12(a)(i) of the Agreement is further amended with respect to Russian
custody by inserting the following at the end of the first sentence thereof: "provided that, with
respect to Russian Securities, Bank's responsibilities shall be limited to safekeeping of relevant
Share Extracts."
Section 7. Section 12(a)(i) of the Agreement is further amended with respect to Russian
custody by inserting the following after the second sentence thereof: "In connection with the
foregoing, neither Bank nor CMBI shall assume responsibility for, and neither shall be liable for,
any action or inaction of any Registrar Company and no Registrar Company shall be, or shall be
deemed to be, Bank, CMBI, a Subcustodian, a securities depository or the employee, agent or
personnel of any of the foregoing. To the extent that CMBI employs agents to perform any of the
functions to be performed by Bank or CMBI with respect to Russian Securities, neither Bank nor
CMBI shall be responsible for any act, omission, default or for the solvency of any such agent
unless the appointment of such agent was made with Negligence or in bad faith, or for any loss due
to the negligent act of such agent except to the extent that such agent performs in a negligent manner
which is the cause of the loss to the Customer and the Bank or CMBI failed to exercise reasonable
care in monitoring such agent's performance where Customer has requested and Bank has agreed
to accept such monitoring responsibility and except that where Bank or CMBI uses (i) an affiliated
nominee or (ii) an agent to perform the share registration or share confirmation functions described
in paragraphs (a)-(e) on pps. 5-6 of the No-Action Letter, and, to the extent applicable to CMBI,
the share registration functions described on pps. 2-3 of the No-Action Letter, Bank and CMBI
shall be liable to Customer as if CMBI were responsible for performing such services itself."
Section 8. Section 12(a)(ii) is amended with respect to Russian custody by deleting the word
"negligently" and substituting, in lieu thereof, the word "Negligently."
Section 9. Section 12(a)(iii) is amended with respect to Russian custody by deleting the
word "negligence" and substituting, in lieu thereof, the word "Negligence."
Section 10. Add a new Section 16 to the Agreement as follows:
(a) Bank will advise Customer (and will update such advice from time to time as changes
occur) of those Registrar Companies with which CMBI has entered into a Registrar Contract. Bank
shall cause CMBI both to monitor each Registrar Company and to promptly advise Customer when
CMBI has actual knowledge of the occurrence of any one or more of the events described in
paragraphs (i)-(v) on pps. 8-9 of the No-Action Letter with respect to a Registrar Company that
serves in that capacity for any issuer the shares of which are held by Customer.
(b) Where Customer is considering investing in the Russian Securities of an issuer as to
which CMBI does not have a Registrar Company, Customer may request that Bank ask that CMBI
both consider whether it would be willing to attempt to enter into such a Registrar Contract and to
advise Customer of its willingness to do so. Where CMBI has agreed to make such an attempt,
Bank will advise Customer of the occurrence of any one or more or the events described in
paragraphs (i)-(iv) on pps. 8-9 of the No-Action Letter of which CMBI has actual knowledge.
(c) Where Customer is considering investing in the Russian Securities of an issuer as to
which CMBI has a Registrar Contract with the issuer's Registrar Company, Customer may advise
Bank of its interest in investing in such issuer and, in such event, Bank will advise Customer of the
occurrence of any one or more of the events described in paragraphs (i)-(v) on pps. 8-9 of the No-
Action Letter of which CMBI has actual knowledge.
Section 11. Add a new Section 17 to the Agreement as follows: "Customer shall pay for
and hold Bank and CMBI harmless from any liability or loss resulting from the imposition or
assessment of any taxes (including, but not limited to, state, stamp and other duties) or other
governmental charges, and any related expenses with respect to income on Russian Securities."
Section 12. Add a new Section 18 to the Agreement as follows: "Customer acknowledges
and agrees that CMBI may not be able, in given cases and despite its reasonable efforts, to obtain
a Share Extract from a Registrar Company and CMBI shall not be liable in any such even including
with respect to any losses resulting from such failure."
Section 13. Add a new Section 19 to the Agreement as follows: "Customer acknowledges
that it has received, reviewed and understands that Chase market report for Russia, including, but
not limited to, the risks described therein."
Section 14. Add a new Section 20 to the Agreement as follows: "Subject to the cooperation
of a Registrar Company, for at least the first two years following CMBI's first use of a Registrar
Company, Bank shall cause CMBI to conduct share confirmations on at least a quarterly basis,
although thereafter confirmations may be conducted on a less frequent basis if Customer's Board
of Directors, in consultation with CMBI, determines it to be appropriate."
Section 15. Add a new Section 21 to the Agreement as follows: "Bank shall cause CMBI
to prepare for distribution to Customer's Board of Directors a quarterly report identifying: (i) any
concerns it has regarding the Russian share registration system that should be brought to the
attention of the Board of Directors; and (ii) the steps CMBI has taken during the reporting period
to ensure that Customer's interests continue to be appropriately recorded."
Section 16. Add a new Section 22 to the Agreement as follows: "Except as provided in new
'16(b), the services to be provided by Bank hereunder will be provided only in relation to Russian
Securities for which CMBI has entered into a Registrar Contract with the relevant Registrar
Company."
*********************
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first
above written.
for EACH CUSTOMER
separately and individually
|
THE CHASE MANHATTAN BANK
|
/s/Henry H. Hopkins
Henry H. Hopkins
Vice President
|
/s/Helen C. Bairsto
Helen C. Bairsto
Vice President
|
AMENDMENT AGREEMENT
The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15,
1994, November 28, 1994, May 31, 1995, November 1, 1995, and July 31, 1996 (the "Custody
Agreement"), by and between each of the Entities listed in Attachment A hereto, separately and
individually (each such entity referred to hereinafter as the "Customer") and The Chase Manhattan
Bank, N.A., which contracts have been assumed by operation of law by THE CHASE
MANHATTAN BANK (the "Bank") is hereby further amended, as of July 23, 1997 (the
"Amendment Agreement"). Terms defined in the Custody Agreement are used herein as therein
defined.
WITNESSETH:
WHEREAS, the Customer wishes to appoint the Bank as its global custodian and the Bank
wishes to accept such appointment pursuant to the terms of the Custody Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment. Section 1 of Schedule A of the Custody Agreement ("Schedule A") shall
be amended to add certain Customers as specified in Attachment A hereto. The revised Schedule
A incorporating these changes in the form attached hereto as Attachment B shall supersede the
existing Schedule A in its entirety.
2. Agreement. The Customer agrees to be bound in all respects by all the terms and
conditions of the Custody Agreement and shall be fully liable thereunder as a "Customer" as defined
in the Custody Agreement.
3. Confirmation of Agreement. Except as amended hereby, the Custody Agreement is in
full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer
and the Bank in all respects.
4. Governing Law: This Amendment Agreement shall be construed in accordance with and
governed by the law of the State of New York without regard to its conflict of law principles.
IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the
day and year first above written.
THE CHASE MANHATTAN BANK
By:
/s/Caroline 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. Rowe Price Capital Opportunity Fund, Inc.
T. Rowe Price Diversified Small-Cap Growth Fund, Inc.
T. Rowe Price Dividend Growth Fund, Inc.
T. Rowe Price Equity Income Fund
T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Equity Income Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. Rowe Price Financial Services Fund, Inc.
T. Rowe Price Growth & Income Fund, Inc.
T. Rowe Price Growth Stock Fund, Inc.
T. Rowe Price Health Sciences Fund, Inc.
Institutional Equity Funds, Inc. on behalf of:
Mid-Cap Equity Growth Fund
Institutional International Funds, Inc. on behalf of:
Foreign Equity Fund
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
Attachment B
Schedule A
Page 2 of 3
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
Equity Funds
T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio
T. Rowe Price Media & Telecommunications Fund, Inc.
T. Rowe Price Mid-Cap Growth Fund, Inc.
T. Rowe Price Mid-Cap Value Fund, Inc.
T. Rowe Price New America Growth Fund
T. Rowe Price New Era Fund, Inc.
T. Rowe Price New Horizons Fund, Inc.
T. Rowe Price Science & Technology Fund, Inc.
T. Rowe Price Small-Cap Stock Fund, Inc.
T. Rowe Price Small-Cap Value Fund, Inc.
T. Rowe Price Value Fund, Inc.
Income Funds
T. Rowe Price Corporate Income Fund, Inc.
T. Rowe Price High Yield Fund, Inc.
T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price International Bond Fund
T. Rowe Price New Income Fund, Inc.
T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. Rowe Price Short-Term Bond Fund, Inc.
T. Rowe Price Short-Term U.S. Government Fund, Inc.
T. Rowe Price Summit Funds, Inc. on behalf of:
T. Rowe Price Summit Limited-Term Bond Fund
T. Rowe Price Tax-Efficient Balanced Fund, Inc.
Attachment B
Schedule A
Page 3 of 3
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
II. ACCOUNTS SUBJECT TO ERISA
|
The ERISA Rider is applicable
to all Customers Under
Section II of this
Schedule A.
|
T. Rowe Price Trust Company as Trustee for the
Johnson Matthey Salaried Savings Plan
Common Trust Funds
T. Rowe Price Trust Company, as Trustee for the
International Common Trust Fund on behalf of the Underlying Trusts:
Emerging Markets Equity Trust
European Discovery Trust
Foreign Discovery Trust
Foreign Discovery Trust - Augment
Japan Discovery Trust
Latin America Discovery Trust
Pacific Discovery Trust
New York City International Common Trust Fund
III. OTHER
RPFI International Partners, L.P.
|
No Riders are applicable
to the Customer listed
under Section III of
this Schedule A.
|
AMENDMENT, dated July 23, 1997, to the Custody Agreement ("Agreement"), dated
January 3, 1994, between The Chase Manhattan Bank (as successor to The Chase Manhattan Bank,
N.A.), having an office at 270 Park Avenue, New York, NY 10017-2070 and certain T. Rowe Price
funds.
It is agreed as follows:
1. The third line of '8 of the Agreement is deleted and the following is inserted, in lieu thereof:
Bank shall provide proxy voting services in accordance with the terms of the
proxy voting services rider ("Proxy Rider") annexed hereto as Exhibit 1. Proxy
voting services may be provided by Bank or, in whole or in part, by one or more
third parties appointed by Bank (which may be Affiliates of Bank).
2. Except as modified hereby, the Agreement is confirmed in all respects.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first
above written.
EACH OF THE CUSTOMERS, INDIVIDUALLY
AND SEPARATELY LISTED ON SECTION 1
OF SCHEDULE A HERETO
|
THE CHASE MANHATTAN BANK
|
By:/s/Henry H. Hopkins
Henry H. Hopkins
Vice President
|
By:/s/Helen C. Bairsto
Helen C. Bairsto
Vice President
|
EACH OF THE CUSTOMERS, INDIVIDUALLY AND
SEPARATELY LISTED ON SECTION 2 OF
SCHEDULE A HERETO
By:/s/Nancy M. Morris
Nancy M. Morris
Vice President
Exhibit 1
GLOBAL PROXY SERVICE RIDER
To Global Custody Agreement
Between
THE CHASE MANHATTAN BANK
AND
Certain T. ROWE PRICE FUNDS
dated 3rd January, 1994
1.
Global Proxy Services ("Proxy Services") shall be provided for the countries listed in the
procedures and guidelines ("Procedures") furnished to the Customer, as the same may be amended
by Bank from time to time on prior notice to Customer. The Procedures are incorporated by
reference herein and form a part of this Rider.
2.
Proxy Services shall consist of those elements as set forth in the Procedures, and shall
include (a) notifications ("Notifications") by Bank to Customer of the dates of pending shareholder
meetings, resolutions to be voted upon and the return dates as may be received by Bank or provided
to Bank by its Subcustodians or third parties, and (b) voting by Bank of proxies based on Customer
directions. Original proxy materials or copies thereof shall not be provided. Notifications shall
generally be in English and, where necessary, shall be summarized and translated from such non-
English materials as have been made available to Bank or its Subcustodian. In this respect Bank=s
only obligation is to provide information from sources it believes to be reliable and/or to provide
materials summarized and/or translated in good faith. Bank reserves the right to provide
Notifications, or parts thereof, in the language received. Upon reasonable advance request by
Customer, backup information relative to Notifications, such as annual reports, explanatory material
concerning resolutions, management recommendations or other material relevant to the exercise of
proxy voting rights shall be provided as available, but without translation.
3.
While Bank shall attempt to provide accurate and complete Notifications, whether or not
translated, Bank shall not be liable for any losses or other consequences that may result from reliance
by Customer upon Notifications where Bank prepared the same in good faith.
4.
Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer
under other agreements or otherwise under the Agreement, in performing Proxy Services
Bank shall be acting solely as the agent of Customer, and shall not exercise any discretion
with regard to such Proxy Services.
5.
Proxy voting may be precluded or restricted in a variety of circumstances, including, without
limitation, where the relevant Securities are: (I) on loan; (ii) at registrar for registration or
reregistration; (iii) the subject of a conversion or other corporate action; (iv) not held in a name
subject to the control of Bank or its Subcustodian or are otherwise held in a manner which precludes
voting; (v) not capable of being voted on account of local market regulations or practices or
restrictions by the issuer; or (vi) held in a margin or collateral account.
6.
Customer acknowledges that in certain countries Bank may be unable to vote individual
proxies but shall only be able to vote proxies on a net basis (e.g., a net yes or no vote given the
voting instructions received from all customers).
7.
Customer shall not make any use of the information provided hereunder, except in
connection with the funds or plans covered hereby, and shall in no event sell, license, give or
otherwise make the information provided hereunder available, to any third party, and shall not
directly or indirectly compete with Bank or diminish the market for Proxy Services by provision
of such information, in whole or in part, for compensation or otherwise, to any third party.
8.
The names of Authorized Persons for Proxy Services shall be furnished to Bank in
accordance with '10 of the Agreement. Proxy Services fees shall be as separately agreed.
SCHEDULE A
SECTION 1
T. Rowe Price Balanced Fund, Inc.
T. Rowe Price Blue Chip Growth Fund, Inc.
T. Rowe Price Capital Appreciation Fund
T. Rowe Price Capital Opportunity Fund, Inc.
T. Rowe Price Corporate Income Fund, Inc.
T. Rowe Price Diversified Small-Cap Growth Fund, Inc.
T. Rowe Price Dividend Growth Fund, Inc.
T. Rowe Price Equity Income Fund
T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. Rowe Price Financial Services Fund, Inc.
T. Rowe Price Growth & Income Fund, Inc.
T. Rowe Price Growth Stock Fund, Inc.
T. Rowe Price Health Sciences Fund, Inc.
T. Rowe Price High Yield Fund, Inc.
T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited Term Bond Portfolio
Institutional Equity Funds, Inc. on behalf of:
Mid-Cap Equity Growth Fund
T. Rowe Price Media & Telecommunications Fund, Inc.
T. Rowe Price Mid-Cap Growth Fund, Inc.
T. Rowe Price Mid-Cap Value Fund, Inc.
T. Rowe Price New America Growth Fund, Inc.
T. Rowe Price New Era Fund, Inc.
T. Rowe Price New Horizons Fund, Inc.
T. Rowe Price New Income Fund, Inc.
T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. Rowe Price Science & Technology Fund, Inc.
T. Rowe Price Short-Term Bond Fund, Inc.
T. Rowe Price Short-Term U.S. Government Fund, Inc.
T. Rowe Price Small-Cap Stock Fund, Inc.
T. Rowe Price Small-Cap Value Fund, Inc.
T. Rowe Price Summit Funds, Inc. on behalf of:
T. Rowe Price Summit Limited-Term Bond Fund
T. Rowe Price Tax-Efficient Balanced Fund, Inc.
T. Rowe Price Value Fund, Inc.
SECTION 2
NYC International Common Trust Fund
AMENDMENT, dated October 29, 1997, to the Custody Agreement ("Agreement"), dated
January 3, 1994, between The Chase Manhattan Bank (as successor to The Chase Manhattan Bank,
N.A.), having an office at 270 Park Avenue, New York, NY 10017-2070 and certain T. Rowe Price
funds.
It is agreed as follows:
1. The third line of '8 of the Agreement is deleted and the following is inserted, in lieu thereof:
Bank shall provide proxy voting services in accordance with the terms of the
proxy voting services rider ("Proxy Rider") annexed hereto as Exhibit 1. Proxy
voting services may be provided by Bank or, in whole or in part, by one or more
third parties appointed by Bank (which may be Affiliates of Bank).
2. Except as modified hereby, the Agreement is confirmed in all respects.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first
above written.
EACH OF THE CUSTOMERS, INDIVIDUALLY
AND SEPARATELY LISTED ON SECTION 1
OF SCHEDULE A HERETO
|
THE CHASE MANHATTAN BANK
|
By:/s/Henry H. Hopkins
Henry H. Hopkins
Vice President
|
By:/s/Helen C. Bairsto
Helen C. Bairsto
Vice President
|
EACH OF THE CUSTOMERS, INDIVIDUALLY AND
SEPARATELY LISTED ON SECTION 2 OF
SCHEDULE A HERETO
By:/s/Nancy M. Morris
Nancy M. Morris
Vice President
GLOBAL PROXY SERVICE RIDER
To Global Custody Agreement
Between
THE CHASE MANHATTAN BANK
AND
Certain T. ROWE PRICE FUNDS
dated 3rd January, 1994
1.
Global Proxy Services ("Proxy Services") shall be provided for the countries listed in the
procedures and guidelines ("Procedures") furnished to the Customer, as the same may be amended
by Bank from time to time on prior notice to Customer. The Procedures are incorporated by
reference herein and form a part of this Rider.
2.
Proxy Services shall consist of those elements as set forth in the Procedures, and shall
include (a) notifications ("Notifications") by Bank to Customer of the dates of pending shareholder
meetings, resolutions to be voted upon and the return dates as may be received by Bank or provided
to Bank by its Subcustodians or third parties, and (b) voting by Bank of proxies based on Customer
directions. Original proxy materials or copies thereof shall not be provided. Notifications shall
generally be in English and, where necessary, shall be summarized and translated from such non-
English materials as have been made available to Bank or its Subcustodian. In this respect Bank=s
only obligation is to provide information from sources it believes to be reliable and/or to provide
materials summarized and/or translated in good faith. Bank reserves the right to provide
Notifications, or parts thereof, in the language received. Upon reasonable advance request by
Customer, backup information relative to Notifications, such as annual reports, explanatory material
concerning resolutions, management recommendations or other material relevant to the exercise of
proxy voting rights shall be provided as available, but without translation.
3.
While Bank shall attempt to provide accurate and complete Notifications, whether or not
translated, Bank shall not be liable for any losses or other consequences that may result from reliance
by Customer upon Notifications where Bank prepared the same in good faith.
4.
Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer
under other agreements or otherwise under the Agreement, in performing Proxy Services Bank
shall be acting solely as the agent of Customer, and shall not exercise any discretion with regard to
such Proxy Services.
5.
Proxy voting may be precluded or restricted in a variety of circumstances, including, without
limitation, where the relevant Securities are: (I) on loan; (ii) at registrar for registration or
reregistration; (iii) the subject of a conversion or other corporate action; (iv) not held in a name
subject to the control of Bank or its Subcustodian or are otherwise held in a manner which precludes
voting; (v) not capable of being voted on account of local market regulations or practices or
restrictions by the issuer; or (vi) held in a margin or collateral account.
6.
Customer acknowledges that in certain countries Bank may be unable to vote individual
proxies but shall only be able to vote proxies on a net basis (e.g., a net yes or no vote given the
voting instructions received from all customers).
7.
Customer shall not make any use of the information provided hereunder, except in
connection with the funds or plans covered hereby, and shall in no event sell, license, give or
otherwise make the information provided hereunder available, to any third party, and shall not
directly or indirectly compete with Bank or diminish the market for Proxy Services by provision
of such information, in whole or in part, for compensation or otherwise, to any third party.
8.
The names of Authorized Persons for Proxy Services shall be furnished to Bank in
accordance with 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 hereby, the Custody Agreement is in
full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer
and the Bank in all respects.
4. Governing Law: This Amendment Agreement shall be construed in accordance with and
governed by the law of the State of New York without regard to its conflict of law principles.
IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the
day and year first above written.
THE CHASE MANHATTAN BANK
By:
/s/Helen C. Bairsto
Helen C. Bairsto
Vice President
EACH OF THE CUSTOMERS LISTED IN
ATTACHMENT A HERETO, SEPARATELY AND
INDIVIDUALLY
By:
/s/Carmen F. Deyesu
Carmen F. Deyesu
Treasurer
Attachment A
LIST OF CUSTOMERS
Add the following Fund:
T. Rowe Price Real Estate Fund, Inc.
Attachment B
Schedule A
Page 1 of 3
LIST OF CUSTOMERS, EACH INDIVIDUALLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK
DATED JANUARY 3, 1994
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
I. INVESTMENT COMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940
|
The Mutual Fund Rider is
applicable to all Customers listed
under Section I of this Schedule A.
|
Equity Funds
T. Rowe Price Balanced Fund, Inc.
T. Rowe Price Blue Chip Growth Fund, Inc.
T. Rowe Price Capital Appreciation Fund
T. Rowe Price Capital Opportunity Fund, Inc.
T. Rowe Price Diversified Small-Cap Growth Fund, Inc.
T. Rowe Price Dividend Growth Fund, Inc.
T. Rowe Price Equity Income Fund
T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Equity Income Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. Rowe Price Financial Services Fund, Inc.
T. Rowe Price Growth & Income Fund, Inc.
T. Rowe Price Growth Stock Fund, Inc.
T. Rowe Price Health Sciences Fund, Inc.
Institutional Equity Funds, Inc. on behalf of:
Mid-Cap Equity Growth Fund
Institutional International Funds, Inc. on behalf of:
Foreign Equity Fund
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
Attachment B
Schedule A
Page 2 of 3
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
Equity Funds
T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio
T. Rowe Price Media & Telecommunications Fund, Inc.
T. Rowe Price Mid-Cap Growth Fund, Inc.
T. Rowe Price Mid-Cap Value Fund, Inc.
T. Rowe Price New America Growth Fund
T. Rowe Price New Era Fund, Inc.
T. Rowe Price New Horizons Fund, Inc.
T. Rowe Price Real Estate Fund, Inc.
T. Rowe Price Science & Technology Fund, Inc.
T. Rowe Price Small-Cap Stock Fund, Inc.
T. Rowe Price Small-Cap Value Fund, Inc.
T. Rowe Price Value Fund, Inc.
Income Funds
T. Rowe Price Corporate Income Fund, Inc.
T. Rowe Price High Yield Fund, Inc.
T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price International Bond Fund
T. Rowe Price New Income Fund, Inc.
T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. Rowe Price Short-Term Bond Fund, Inc.
T. Rowe Price Short-Term U.S. Government Fund, Inc.
T. Rowe Price Summit Funds, Inc. on behalf of:
T. Rowe Price Summit Limited-Term Bond Fund
T. Rowe Price Tax-Efficient Balanced Fund, Inc.
Attachment B
Schedule A
Page 3 of 3
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
II. ACCOUNTS SUBJECT TO ERISA
|
The ERISA Rider is applicable
to all Customers Under Section II
of this Schedule A.
|
T. Rowe Price Trust Company as Trustee for the
Johnson Matthey Salaried Employee Savings Plan
Common Trust Funds
T. Rowe Price Trust Company, as Trustee for the
International Common Trust Fund on behalf of the Underlying Trusts:
Emerging Markets Equity Trust
European Discovery Trust
Foreign Discovery Trust
Foreign Discovery Trust - Augment
Japan Discovery Trust
Latin America Discovery Trust
Pacific Discovery Trust
New York City International Common Trust Fund
III. OTHER
RPFI International Partners, L.P.
|
No Riders are applicable
to the Customer listed
under Section III of
this Schedule A.
|
AMENDMENT AGREEMENT TO
RUSSIAN RIDER TO THE GLOBAL
CUSTODY AGREEMENT
AMENDMENT to Attachment B of Global Custody Agreement dated January 3, 1994, as
amended July 23, 1997, is hereby further amended as of September 3, 1997.
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment. Amend Attachment B to consist of the following funds when pertaining to
the Russian Rider dated July 17, 1997:
Institutional International Funds, Inc., on behalf of:
Foreign Equity Fund
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Bond Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio
IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the
day and year first above written.
THE CHASE MANHATTAN BANK
|
EACH OF THE PARTIES LISTED
ABOVE
|
By:/s/Helen C. Bairsto
Helen C. Bairsto
Vice President
|
By:/s/Henry H. Hopkins
Henry H. Hopkins
Vice President
|
AMENDMENT AGREEMENT
The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15,
1994, November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997,
September
3, 1997, and October 29, 1997 (the "Custody Agreement"), by and between each of the
Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred
to hereinafter as the "Customer") and The Chase Manhattan Bank, N.A., which contracts have been
assumed by operation of law by THE CHASE MANHATTAN BANK (the "Bank") is hereby
further amended, as of December 15, 1998 (the "Amendment Agreement"). Terms defined in the
Custody Agreement are used herein as therein defined.
WITNESSETH:
WHEREAS
, the Customer wishes to appoint the Bank as its global custodian and the Bank
wishes to accept such appointment pursuant to the terms of the Custody Agreement;
NOW, THEREFORE
, the parties hereto agree as follows:
1.
Amendment.
Sections 1 and 3 of Schedule A of the Custody Agreement ("Schedule A")
shall be amended to add or change certain Customers as specified in Attachment A hereto. The
revised Schedule A incorporating these changes in the form attached shall supersede the existing
Schedule A in its entirety.
2.
Agreement.
The Customer agrees to be bound in all respects by all the terms and
conditions of the Custody Agreement and shall be fully liable thereunder as a "Customer" as defined
in the Custody Agreement.
3.
Confirmation of Agreement.
Except as amended hereby, the Custody Agreement is in
full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer
and the Bank in all respects.
4.
Governing Law.
This Amendment Agreement shall be construed in accordance with and
governed by the law of the State of New York without regard to its conflict of law principles.
IN WITNESS WHEREOF, the parties have executed this Amendment Agreement as of the
day and year first above written.
THE CHASE MANHATTAN BANK
/s/Joseph M. Rondinelli
By:
_____________________________________
Joseph M. Rondinelli
Vice President
EACH OF THE CUSTOMERS LISTED IN
ATTACHMENT A HERETO, SEVERALLY
AND NOT JOINTLY
/s/Henry H. Hopkins
By:
_____________________________________
Henry H. Hopkins
Vice President
Attachment A
LIST OF CUSTOMERS
Change the name of the following Fund:
T. Rowe Price Global Government Bond Fund
Effective May 1, 1998, the fund name changed to:
T. Rowe Price Global Bond Fund
Add the following Fund:
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price International Growth & Income Fund
Add the following Funds to the Russian Rider:
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price International Growth & Income Fund
RPFI International Partners, L.P.
Schedule A
Page 1 of 3
LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK
DATED JANUARY 3, 1994
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
I. INVESTMENT COMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940
|
The Mutual Fund Rider is
applicable to all Customers listed
under Section I of this Schedule A.
|
Equity Funds
T. Rowe Price Balanced Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Blue Chip Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Capital Appreciation Fund
|
Global Proxy Service Rider
|
T. Rowe Price Capital Opportunity Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Diversified Small-Cap Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Dividend Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Equity Income Fund
|
Global Proxy Service Rider
|
T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Equity Income Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price Financial Services Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Growth & Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Growth Stock Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Health Sciences Fund, Inc.
|
Global Proxy Service Rider
|
Institutional Equity Funds, Inc. on behalf of:
Mid-Cap Equity Growth Fund
|
Global Proxy Service Rider
|
Institutional International Funds, Inc. on behalf of:
Foreign Equity Fund
|
Russian Rider
|
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
|
Russian Rider
Russian Rider
Russian Rider
Russian Rider
Russian Rider
Russian Rider
Russian Rider
Russian Rider
Russian Rider
|
T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio
|
Russian Rider
|
T. Rowe Price Media & Telecommunications Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Mid-Cap Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Mid-Cap Value Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price New America Growth Fund
|
Global Proxy Service Rider
|
T. Rowe Price New Era Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price New Horizons Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Real Estate Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Science & Technology Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Small-Cap Stock Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Small-Cap Value Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Value Fund, Inc.
|
Global Proxy Service Rider
|
Schedule A
Page 2 of 3
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
Income Funds
T. Rowe Price Corporate Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price High Yield Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio
|
Global Proxy Service Rider
|
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Global Bond Fund
T. Rowe Price International Bond Fund
|
Russian Rider
Russian Rider
Russian Rider
|
T. Rowe Price New Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price Short-Term Bond Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Short-Term U.S. Government Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Summit Funds, Inc. on behalf of:
T. Rowe Price Summit Limited-Term Bond Fund
|
Global Proxy Service Rider
|
T. Rowe Price Tax-Efficient Balanced Fund, Inc.
|
Global Proxy Service Rider
|
Schedule A
Page 3 of 3
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
II. ACCOUNTS SUBJECT TO ERISA
|
The ERISA Rider is applicable
to all Customers Under Section II
of this Schedule A.
|
T. Rowe Price Trust Company, as Trustee for the
Johnson Matthey Salaried Employee Savings Plan
Common Trust Funds
T. Rowe Price Trust Company, as Trustee for the International
Common Trust Fund on behalf of the Underlying Trusts:
Emerging Markets Equity Trust
European Discovery Trust
Foreign Discovery Trust
Foreign Discovery Trust - Augment
Japan Discovery Trust
Latin America Discovery Trust
Pacific Discovery Trust
New York City International Common Trust Fund
|
Global Proxy Service Rider
|
III. OTHER
RPFI International Partners, L.P.
|
Russian Rider
|
AMENDMENT AGREEMENT
The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994,
November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997,
September
3, 1997, October 29, 1997 and December 15, 1998 (the "Custody Agreement") by and
between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly
(each such entity referred to hereinafter as the "Customer") and The Chase Manhattan Bank,
N.A., whose contracts have been assumed by THE CHASE MANHATTAN BANK (the "Bank")
is hereby further amended, as of October 6, 1999 (the "Amendment Agreement"). Terms defined
in the Custody Agreement are used herein as therein defined.
WITNESSETH:
WHEREAS,
the Customer wishes to appoint the Bank as its global custodian and the
Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement;
NOW, THEREFORE,
the parties hereto agree as follows:
1.
Amendment.
Sections I, II and III of Schedule A of the Custody Agreement ("Sched
ule 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 Cus
tomer and the Bank in all respects.
4.
Governing Law:
This Amendment Agreement shall be construed in accordance with
and governed by the law of the State of New York without regard to its conflict of law principles.
IN WITNESS WHEREOF,
the parties have executed this Amendment Agreement as of
the day and year first above written.
THE CHASE MANHATTAN BANK
/s/Joseph M. Rondinelli
By:
____________________________________
Joseph M. Rondinelli
Vice President
EACH OF THE CUSTOMERS LISTED IN
ATTACHMENT A HERETO, SEVERALLY
AND NOT JOINTLY
/s/Henry H. Hopkins
By:
____________________________________
Henry H. Hopkins
Vice President
Attachment A
Page 1 of 2
LIST OF CUSTOMERS
Change the name of the following Fund
:
T. Rowe Price Tax-Efficient Balanced Fund, Inc.
Effective May 27, 1999, the fund name changed to:
T. Rowe Price Tax-Efficient Funds, Inc., on behalf of
T. Rowe Price Tax-Efficient Balanced Fund
Add the following Fund:
T. Rowe Price Tax-Efficient Funds, Inc., on behalf of:
T. Rowe Price Tax-Efficient Growth Fund
Add the following Trusts
:
T. Rowe Price Trust Company, as Trustee for the International
Common Trust Fund, on behalf of the Underlying Trusts:
Foreign Discovery Trust - B
International Small-Cap Trust
Delete the following Trust
:
New York City International Common Trust Fund
Add the following Funds/Trusts/Limited Partnerships to the Global Proxy Service Rider
:
T. Rowe Price Equity Series, Inc.
T. Rowe Price Equity Income Portfolio
T. Rowe Price Tax-Efficient Funds, Inc., on behalf of
T. Rowe Price Tax-Efficient Growth Fund
Institutional International Funds, Inc., on behalf of
Foreign Equity Fund
Attachment A
Page 2 of 2
T. Rowe Price International Funds, Inc., on behalf of
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Bond Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Bond Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. Rowe Price International Series, Inc., on behalf of
T. Rowe Price International Stock Portfolio
T. Rowe Price Trust Company, as Trustee for the International
Common Trust Fund on behalf of the Underlying Trusts:
Emerging Markets Equity Trust
European Discovery Trust
Foreign Discovery Trust
Foreign Discovery Trust - Augment
Foreign Discovery Trust - B
International Small-Cap Trust
Japan Discovery Trust
Latin America Discovery Trust
Pacific Discovery Trust
RPFI International Partners, L.P.
Schedule A
Page 1 of 3
LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK
DATED JANUARY 3, 1994
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
I. INVESTMENT COMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940
|
The Mutual Fund Rider is
applicable to all Customers listed
under Section I of this Schedule A.
|
Equity Funds
T. Rowe Price Balanced Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Blue Chip Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Capital Appreciation Fund
|
Global Proxy Service Rider
|
T. Rowe Price Capital Opportunity Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Diversified Small-Cap Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Dividend Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Equity Income Fund
|
Global Proxy Service Rider
|
T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Equity Income Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price Financial Services Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Growth & Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Growth Stock Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Health Sciences Fund, Inc.
|
Global Proxy Service Rider
|
Institutional Equity Funds, Inc. on behalf of:
Mid-Cap Equity Growth Fund
|
Global Proxy Service Rider
|
Institutional International Funds, Inc. on behalf of:
Foreign Equity Fund
|
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
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 Proxy Service Rider
|
Foreign Discovery Trust - Augment
|
Global Proxy Service Rider
|
Foreign Discovery Trust - B
|
Global Proxy Service Rider
|
International Small-Cap Trust
|
Global Proxy Service Rider
|
Japan Discovery Trust
|
Global Proxy Service Rider
|
Latin America Discovery Trust
|
Global Proxy Service Rider
|
Pacific Discovery Trust
|
Global Proxy Service Rider
|
III. OTHER
RPFI International Partners, L.P.
|
Global Proxy Service and Russian Rider
|
AMENDMENT AGREEMENT
The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994,
November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997,
September
3, 1997, October 29, 1997, December 15, 1998 and October 6, 1999 (the "Custody
Agreement") by and between each of the Entities listed in Schedule A, as amended thereto, sever
ally 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 Agree
ment"). 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 ("Sched
ule 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 Cus
tomer 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
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 Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio
|
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price Media & Telecommunications Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Mid-Cap Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Mid-Cap Value Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price New America Growth Fund
|
Global Proxy Service Rider
|
T. Rowe Price New Era Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price New Horizons Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Real Estate Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Science & Technology Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Small-Cap Stock Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Small-Cap Value Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Value Fund, Inc.
|
Global Proxy Service Rider
|
Schedule A
Page 2 of 3
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
Income Funds
T. Rowe Price Corporate Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price High Yield Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio
|
Global Proxy Service Rider
|
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Global Bond Fund
T. Rowe Price International Bond Fund
|
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price New Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price Short-Term Bond Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Short-Term U.S. Government Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Summit Funds, Inc. on behalf of:
T. Rowe Price Summit Limited-Term Bond Fund
|
Global Proxy Service Rider
|
T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
|
Global Proxy Service Rider
Global Proxy Service Rider
|
Schedule A
Page 3 of 3
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
II. ACCOUNTS SUBJECT TO ERISA
|
The ERISA Rider is applicable
to all Customers Under Section II
of this Schedule A.
|
T. Rowe Price Trust Company, as Trustee for the
Johnson Matthey Salaried Employee Savings Plan
Common Trust Funds
T. Rowe Price Trust Company, as Trustee for the International
Common Trust Fund on behalf of the Underlying Trusts:
Emerging Markets Equity Trust
|
Global Proxy Service Rider
|
European Discovery Trust
|
Global Proxy Service Rider
|
Foreign Discovery Trust
|
Global Proxy Service Rider
|
Foreign Discovery Trust - Augment
|
Global Proxy Service Rider
|
Foreign Discovery Trust - B
|
Global Proxy Service Rider
|
International Small-Cap Trust
|
Global Proxy Service Rider
|
Japan Discovery Trust
|
Global Proxy Service Rider
|
Latin America Discovery Trust
|
Global Proxy Service Rider
|
Pacific Discovery Trust
|
Global Proxy Service Rider
|
III. OTHER
RPFI International Partners, L.P.
|
Global Proxy Service and Russian Rider
|
AMENDMENT AGREEMENT
The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994,
November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997,
September
3, 1997, October 29, 1997, December 15, 1998, October 6, 1999 and February 9, 2000
(the "Custody Agreement") by and between each of the Entities listed in Schedule A, as amended
thereto, severally and not jointly (each such entity referred to hereinafter as the "Customer") and
The Chase Manhattan Bank, N.A., whose contracts have been assumed by THE CHASE
MANHATTAN BANK (the "Bank") is hereby further amended, as of April 19, 2000 (the
"Amendment Agreement"). Terms defined in the Custody Agreement are used herein as therein
defined.
WITNESSETH:
WHEREAS,
the Customer wishes to appoint the Bank as its global custodian and the
Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement;
NOW, THEREFORE,
the parties hereto agree as follows:
1.
Amendment.
Sections I, II and III of Schedule A of the Custody Agreement
("Schedule A") shall be amended to add or change certain Customers as specified in Attachment
A hereto. The revised Schedule A incorporating these changes in the form attached shall
supersede the existing Schedule A in its entirety.
2.
Agreement.
The Customer and Bank agree to be bound in all respects by all the terms
and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a
"Customer" and "Bank," respectively, as defined in the Custody Agreement.
3.
Confirmation of Agreement
. Except as amended hereby, the Custody Agreement is
in full force and effect and as so amended is hereby ratified, approved and confirmed by the
Customer and the Bank in all respects.
4.
Governing Law:
This Amendment Agreement shall be construed in accordance with
and governed by the law of the State of New York without regard to its conflict of law principles.
IN WITNESS WHEREOF,
the parties have executed this Amendment Agreement as of
the day and year first above written.
THE CHASE 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
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
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio
|
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price Media & Telecommunications Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Mid-Cap Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Mid-Cap Value Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price New America Growth Fund
|
Global Proxy Service Rider
|
T. Rowe Price New Era Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price New Horizons Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Real Estate Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Science & Technology Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Small-Cap Stock Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Small-Cap Value Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Value Fund, Inc.
|
Global Proxy Service Rider
|
Schedule A
Page 2 of 3
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
Income Funds
T. Rowe Price Corporate Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price High Yield Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio
|
Global Proxy Service Rider
|
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Global Bond Fund
T. Rowe Price International Bond Fund
|
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price New Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price Short-Term Bond Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Short-Term U.S. Government Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Summit Funds, Inc. on behalf of:
T. Rowe Price Summit Limited-Term Bond Fund
|
Global Proxy Service Rider
|
T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
|
Global Proxy Service Rider
Global Proxy Service Rider
|
Schedule A
Page 3 of 3
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
II. ACCOUNTS SUBJECT TO ERISA
|
The ERISA Rider is applicable
to all Customers Under Section II
of this Schedule A.
|
T. Rowe Price Trust Company, as Trustee for the
Johnson Matthey Salaried Employee Savings Plan
Common Trust Funds
T. Rowe Price Trust Company, as Trustee for the International
Common Trust Fund on behalf of the Underlying Trusts:
Emerging Markets Equity Trust
|
Global Proxy Service Rider
|
European Discovery Trust
|
Global Proxy Service Rider
|
Foreign Discovery Trust
|
Global Proxy Service Rider
|
Foreign Discovery Trust - Augment
|
Global Proxy Service Rider
|
Foreign Discovery Trust - B
|
Global Proxy Service Rider
|
International Small-Cap Trust
|
Global Proxy Service Rider
|
Japan Discovery Trust
|
Global Proxy Service Rider
|
Latin America Discovery Trust
|
Global Proxy Service Rider
|
Pacific Discovery Trust
|
Global Proxy Service Rider
|
III. OTHER
RPFI International Partners, L.P.
|
Global Proxy Service and Russian Rider
|
AMENDMENT AGREEMENT
The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994,
November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997,
September
3, 1997, October 29, 1997, December 15, 1998, October 6, 1999, February 9, 2000
and April 19, 2000 (the "Custody Agreement") by and between each of the Entities listed in
Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter
as the "Customer") and The Chase Manhattan Bank, N.A., whose contracts have been assumed by
THE CHASE MANHATTAN BANK (the "Bank") is hereby further amended, as of July 18,
2000 (the "Amendment Agreement"). Terms defined in the Custody Agreement are used herein
as therein defined.
WITNESSETH:
WHEREAS,
the Customer wishes to appoint the Bank as its global custodian and the
Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement;
NOW, THEREFORE,
the parties hereto agree as follows:
1.
Amendment.
Sections I, II and III of Schedule A of the Custody Agreement
("Schedule A") shall be amended to add or change certain Customers as specified in Attachment
A hereto. The revised Schedule A incorporating these changes in the form attached shall
supersede the existing Schedule A in its entirety.
2.
Agreement.
The Customer and Bank agree to be bound in all respects by all the terms
and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a
"Customer" and "Bank," respectively, as defined in the Custody Agreement.
3.
Confirmation of Agreement
. Except as amended hereby, the Custody Agreement is
in full force and effect and as so amended is hereby ratified, approved and confirmed by the
Customer and the Bank in all respects.
4.
Governing Law:
This Amendment Agreement shall be construed in accordance with
and governed by the law of the State of New York without regard to its conflict of law principles.
IN WITNESS WHEREOF,
the parties have executed this Amendment Agreement as of
the day and year first above written.
THE CHASE 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
T. Rowe Price Balanced Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Blue Chip Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Capital Appreciation Fund
|
Global Proxy Service Rider
|
T. Rowe Price Capital Opportunity Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Developing Technologies Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Diversified Small-Cap Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Dividend Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Equity Income Fund
|
Global Proxy Service Rider
|
T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Equity Income Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price Financial Services Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Global Technology Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Growth & Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Growth Stock Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Health Sciences Fund, Inc.
|
Global Proxy Service Rider
|
Institutional Equity Funds, Inc. on behalf of:
Institutional Large-Cap Value Fund
Institutional Small-Cap Stock Fund
Mid-Cap Equity Growth Fund
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
Institutional International Funds, Inc. on behalf of:
Foreign Equity Fund
|
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
|
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio
|
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price Media & Telecommunications Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Mid-Cap Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Mid-Cap Value Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price New America Growth Fund
|
Global Proxy Service Rider
|
T. Rowe Price New Era Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price New Horizons Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Real Estate Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Science & Technology Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Small-Cap Stock Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Small-Cap Value Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Value Fund, Inc.
|
Global Proxy Service Rider
|
Schedule A
Page 2 of 3
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
Income Funds
T. Rowe Price Corporate Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price High Yield Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio
|
Global Proxy Service Rider
|
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Global Bond Fund
T. Rowe Price International Bond Fund
|
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price New Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price Short-Term Bond Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Short-Term U.S. Government Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Summit Funds, Inc. on behalf of:
T. Rowe Price Summit Limited-Term Bond Fund
|
Global Proxy Service Rider
|
T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
|
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price U.S. Bond Index Fund, Inc.
|
Global Proxy Service Rider
|
Schedule A
Page 3 of 3
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
II. ACCOUNTS SUBJECT TO ERISA
|
The ERISA Rider is applicable
to all Customers Under Section II
of this Schedule A.
|
T. Rowe Price Trust Company, as Trustee for the
Johnson Matthey Salaried Employee Savings Plan
Common Trust Funds
T. Rowe Price Trust Company, as Trustee for the International
Common Trust Fund on behalf of the Underlying Trusts:
Emerging Markets Equity Trust
|
Global Proxy Service Rider
|
European Discovery Trust
|
Global Proxy Service Rider
|
Foreign Discovery Trust
|
Global Proxy Service Rider
|
Foreign Discovery Trust - Augment
|
Global Proxy Service Rider
|
Foreign Discovery Trust - B
|
Global Proxy Service Rider
|
India Trust
|
Global Proxy Service Rider
|
International Small-Cap Trust
|
Global Proxy Service Rider
|
Japan Discovery Trust
|
Global Proxy Service Rider
|
Latin America Discovery Trust
|
Global Proxy Service Rider
|
Pacific Discovery Trust
|
Global Proxy Service Rider
|
Taiwan Trust
|
Global Proxy Service Rider
|
III. OTHER
RPFI International Partners, L.P.
|
Global Proxy Service and Russian Rider
|
AMENDMENT AGREEMENT
The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994,
November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997,
September
3, 1997, October 29, 1997, December 15, 1998, October 6, 1999, February 9, 2000,
April 19, 2000 and July 18, 2000 (the "Custody Agreement") by and between each of the Entities
listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to
hereinafter as the "Customer") and The Chase Manhattan Bank, N.A., whose contracts have been
assumed by THE CHASE MANHATTAN BANK (the "Bank") is hereby further amended, as of
October 25, 2000 (the "Amendment Agreement"). Terms defined in the Custody Agreement are
used herein as therein defined.
WITNESSETH:
WHEREAS,
the Customer wishes to appoint the Bank as its global custodian and the
Bank wishes to accept such appointment pursuant to the terms of the Custody Agreement;
NOW, THEREFORE,
the parties hereto agree as follows:
1.
Amendment.
Sections I, II and III of Schedule A of the Custody Agreement
("Schedule A") shall be amended to add or change certain Customers as specified in Attachment
A hereto. The revised Schedule A incorporating these changes in the form attached shall
supersede the existing Schedule A in its entirety.
2.
Agreement.
The Customer and Bank agree to be bound in all respects by all the terms
and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a
"Customer" and "Bank," respectively, as defined in the Custody Agreement.
3.
Confirmation of Agreement
. Except as amended hereby, the Custody Agreement is
in full force and effect and as so amended is hereby ratified, approved and confirmed by the
Customer and the Bank in all respects.
4.
Governing Law:
This Amendment Agreement shall be construed in accordance with
and governed by the law of the State of New York without regard to its conflict of law principles.
IN WITNESS WHEREOF,
the parties have executed this Amendment Agreement as of
the day and year first above written.
THE CHASE MANHATTAN BANK
/s/Joseph M. Rondinelli
By:
____________________________________
Joseph M. Rondinelli
Vice President
EACH OF THE CUSTOMERS LISTED IN
ATTACHMENT A HERETO, SEVERALLY
AND NOT JOINTLY
/s/Henry H. Hopkins
By:
____________________________________
Henry H. Hopkins
Vice President
Attachment A
Page 1 of 1
LIST OF CUSTOMERS
Add the following Funds:
Equity Funds
T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund
Income Fund
T. Rowe Price Tax-Efficient Funds, Inc., on behalf of:
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund
Delete the following Funds/Trusts
:
Income Funds:
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Global Bond Fund
T. Rowe Price Short-Term U.S. Government Fund, Inc.
T. Rowe Price Summit Funds, Inc., on behalf of:
T. Rowe Price Summit Limited-Term Bond Fund
Common Trust Funds
:
T. Rowe Price Trust Company, as Trustee for the International
Common Trust Fund on behalf of the Underlying Trusts:
European Discovery Trust
Foreign Discovery Trust-Augment
Latin America Discovery Trust
Pacific Discovery Trust
Other
:
RPFI International Partners, L.P.
Add the following Funds to the Global Proxy Service Rider
:
Equity Funds
T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Health Sciences Portfolio
Income Fund
T. Rowe Price Tax-Efficient Funds, Inc., on behalf of:
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund
Delete the following Funds/Trusts from the Global Proxy Service Rider
:
Income Funds:
T. Rowe Price Short-Term U.S. Government Fund, Inc.
T. Rowe Price Summit Funds, Inc., on behalf of:
T. Rowe Price Summit Limited-Term Bond Fund
Common Trust Funds
:
T. Rowe Price Trust Company, as Trustee for the International
Common Trust Fund on behalf of the Underlying Trusts:
European Discovery Trust
Foreign Discovery Trust-Augment
Latin America Discovery Trust
Pacific Discovery Trust
Add the following Fund to the Global Proxy Service and Russian Rider
Equity Fund
T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund
Delete the following Fund/Other from the Global Proxy Service and Russian Rider:
Income Funds
:
T. Rowe Price International Funds, Inc., on behalf of:
T. Rowe Price Global Bond Fund
Other
:
RPFI International Partners, L.P.
Schedule A
Page 1 of 3
LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK
DATED JANUARY 3, 1994
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
I. INVESTMENT COMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940
|
The Mutual Fund Rider is
applicable to all Customers listed
under Section I of this Schedule A.
|
Equity Funds
T. Rowe Price Balanced Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Blue Chip Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Capital Appreciation Fund
|
Global Proxy Service Rider
|
T. Rowe Price Capital Opportunity Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Developing Technologies Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Diversified Small-Cap Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Dividend Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Equity Income Fund
|
Global Proxy Service Rider
|
T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price Financial Services Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Global Technology Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Growth & Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Growth Stock Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Health Sciences Fund, Inc.
|
Global Proxy Service Rider
|
Institutional Equity Funds, Inc. on behalf of:
Institutional Large-Cap Value Fund
Institutional Small-Cap Stock Fund
Mid-Cap Equity Growth Fund
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
Institutional International Funds, Inc. on behalf of:
Foreign Equity Fund
|
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
|
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund
|
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio
|
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price Media & Telecommunications Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Mid-Cap Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Mid-Cap Value Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price New America Growth Fund
|
Global Proxy Service Rider
|
T. Rowe Price New Era Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price New Horizons Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Real Estate Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Science & Technology Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Small-Cap Stock Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Small-Cap Value Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Value Fund, Inc.
|
Global Proxy Service Rider
|
Schedule A
Page 2 of 3
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
Income Funds
T. Rowe Price Corporate Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price High Yield Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio
|
Global Proxy Service Rider
|
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price International Bond Fund
|
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price New Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price Short-Term Bond Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price U.S. Bond Index Fund, Inc.
|
Global Proxy Service Rider
|
Schedule A
Page 3 of 3
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
II. ACCOUNTS SUBJECT TO ERISA
|
The ERISA Rider is applicable
to all Customers Under Section II
of this Schedule A.
|
T. Rowe Price Trust Company, as Trustee for the
Johnson Matthey Salaried Employee Savings Plan
Common Trust Funds
T. Rowe Price Trust Company, as Trustee for the International
Common Trust Fund on behalf of the Underlying Trusts:
Emerging Markets Equity Trust
|
Global Proxy Service Rider
|
Foreign Discovery Trust
|
Global Proxy Service Rider
|
Foreign Discovery Trust - B
|
Global Proxy Service Rider
|
India Trust
|
Global Proxy Service Rider
|
International Small-Cap Trust
|
Global Proxy Service Rider
|
Japan Discovery Trust
|
Global Proxy Service Rider
|
Taiwan Trust
|
Global Proxy Service Rider
|
AMENDMENT, dated April 25, 2001 to the January 3, 1994
custody agreement ("Agreement"), between each of the T. Rowe
Price Funds, severally and not jointly, set forth on Appendix 2
("Customer"), having a place of business at 100 East Pratt Street,
Baltimore, Maryland 21202, and The Chase Manhattan Bank ("Bank"),
having a place of business at 270 Park Ave., New York, N.Y. 10017-
2070.
It is hereby agreed as follows:
Section 1. Except as modified hereby, the Agreement is
confirmed in all respects. Capitalized terms used herein without
definition shall have the meanings ascribed to them in the
Agreement.
Section 2. The Agreement is amended by deleting the
investment company rider thereto and inserting, in lieu thereof,
the following investment company rider:
1. "Add new Section 15 to the Agreement as follows:
15. Compliance with Securities and Exchange Commission rule
17f-5 ("rule 17f-5").
(a) Customer`s board of directors (or equivalent body)
(hereinafter "Board") hereby delegates to Bank, and Bank hereby
accepts the delegation to it of, the obligations set forth in rule
SEC rule 17f-5(c)(1)-(3) to perform as Customer`s "Foreign
Custody Manager" (as that term is defined in rule 17f-5(a)(3)),
including for the purposes of (i) selecting Eligible Foreign
Custodians (as that term is defined in rule 17f-5(a)(1), as the
same may be amended from time to time, or are otherwise deemed an
Eligible Foreign Custodian pursuant to an SEC exemptive order,
rule other appropriate SEC action) to hold Customer`s Foreign
Assets, (ii) evaluating the contractual arrangements with such
Eligible Foreign Custodians (as set forth in rule 17f-5(c)(2));
and (iii) monitoring such foreign custody arrangements (as set
forth in rule 17f-5(c)(3)).
(b) In connection with the foregoing, Bank shall:
(i) provide written reports notifying Customer`s Board of the
placement and withdrawal of Foreign Assets with particular
Eligible Foreign Custodians and of any material change in the
arrangements with such Eligible Foreign Custodians, with such
reports to be provided to Customer`s Board at such times as the
Board deems reasonable and appropriate based on the circumstances
of Customer`s foreign custody arrangements but until further
notice from Customer requesting a different schedule, such
reports shall be provided not less than quarterly in summary form,
with a more detailed report annually.
(ii) exercise such reasonable care, prudence and diligence in
performing as Customer`s Foreign Custody Manager as a person
having responsibility for the safekeeping of Foreign Assets would
exercise;
(iii) in selecting each Eligible Foreign Custodian, determine
that Foreign Assets placed and maintained in the safekeeping of
such Eligible Foreign Custodian shall be subject to reasonable
care, based on the standards applicable to custodians in the
relevant market, after having considered all factors relevant to
the safekeeping of such Foreign Assets, including, without
limitation, those factors set forth in rule 17f-5(c)(1)(i)-(iv);
(iv) determine that the written contract with the Eligible
Foreign Custodian will (a) satisfy the requirements of rule 17f-
5(c)(2), and (b) provide reasonable care for Foreign Assets based
on the standards specified in 17-5(c)(1); and
(v) establish a system to monitor (i) the continued
appropriateness of maintaining Foreign Assets with particular
Eligible Foreign Custodians and (ii) the performance of the
contract governing the custody arrangements; it being understood,
however, that in the event that Bank shall have determined that an
existing Eligible Foreign Custodian in a given country would no
longer meet the requirements of rule 17f-5(c), Bank shall
determine whether any other Eligible Foreign Custodian in that
country would meet such requirements. In the event that another
Eligible Foreign Custodian does so meet the requirements, Bank
shall withdraw the Foreign Assets from the custody of the
incumbent Eligible Foreign Custodian and deposit them with the
other Eligible Foreign Custodian as soon as reasonably
practicable, and promptly advise Customer of such withdrawal and
deposit. If Bank shall determine that no other Eligible Foreign
Custodian in that country would meet the requirements of rule 17f-
5(c), Bank shall so advise Customer and shall then act in
accordance with the Instructions of Customer with respect to the
disposition of the affected Foreign Assets.
Subject to (b)(i)-(v) above, Bank is hereby authorized to place
and maintain Foreign Assets on behalf of Customer with Eligible
Foreign Custodians pursuant to a written contract deemed
appropriate by Bank.
(c) Except as expressly provided herein and in Section 16
hereof, Customer shall be solely responsible to assure that the
maintenance of Foreign Assets hereunder complies with the rules,
regulations, interpretations and exemptive orders promulgated by
or under the authority of the SEC.
(d) Bank represents to Customer that it is a U.S. Bank as
defined in rule 17f-5(a)(7). Customer represents to Bank that:
(1) the Assets being placed and maintained in Bank's custody are
subject to the Investment Company Act of 1940, as amended (the
"1940 Act") as the same may be amended from time to time; (2) its
Board (or other governing body) has determined that it is
reasonable to rely on Bank to perform as Customer`s Foreign
Custody Manager; and (3) its Board (or other governing body) or
its investment adviser shall have determined that Customer may
maintain Foreign Assets in each country in which Customer`s
Foreign Assets shall be held hereunder and determined to accept
the risks arising therefrom (including, but not limited to, a
country`s financial infrastructure, prevailing custody and
settlement practices, laws applicable to the safekeeping and
recovery of Foreign Assets held in custody, and the likelihood of
nationalization, currency controls and the like) (collectively
("Country Risk")). Nothing contained herein shall require Bank
to make any selection on behalf of Customer that would entail
consideration of Country Risk and, except as may be provided in
(e) below, to engage in any monitoring of Country Risk.
(e) Bank shall provide to Customer such information relating
to Country Risk as is specified in Appendix 1-A hereto. Customer
hereby acknowledges that: (i) such information is solely designed
to inform Customer of market conditions and procedures and is not
intended as a recommendation to invest or not invest in particular
markets; and (ii) Bank has gathered the information from sources
it considers reliable, but that Bank shall have no responsibility
for inaccuracies or incomplete information.
2. Add the following after the first sentence of Section 3
of the Agreement:
At the request of Customer, Bank may, but need not, add to
Schedule A an Eligible Foreign Custodian where Bank has not acted
as Foreign Custody Manager with respect to the selection thereof.
Bank shall notify Customer in the event that it elects to add any
such entity.
3. Add the following language to the end of Section 3 of the
Agreement:
The term Subcustodian as used herein shall mean the
following:
(a) a U.S. bank as defined in rule 17f
5(a)(7); and
(b) an "Eligible Foreign Custodian," which, as defined in
rule 17f-5(a)(1) and (5), shall mean (i) a banking institution or
trust company, incorporated or organized under the laws of a
country other than the United States, that is regulated as such by
that country's government or an agency thereof, and (ii) a
majority-owned direct or indirect subsidiary of a U.S. Bank or
bank holding company which subsidiary is incorporated or
organized under the laws of a country other than the United
States. In addition, an Eligible Foreign Custodian shall also
mean any other entity that shall have been so qualified by
exemptive order, rule or other appropriate action of the SEC.
(c) For purposes of provisions of the Agreement imposing
liability on Bank, the term Subcustodian shall not include any
Eligible Foreign Custodian as to which Bank has not acted as
Foreign Custody Manager or, for purposes of clarity, any
securities depository."
4. Add the following language to the end of the first
sentence of Section 4(d) of the Agreement: "or, in the case of
cash deposits, except for liens or rights in favor of creditors of
the Subcustodian arising under bankruptcy, insolvency or similar
laws."
5. Add a new Section 16 to the Agreement as follows:
16. Compliance with Securities and Exchange Commission rule
17f-7 ("rule 17f-7").
(a) Bank shall, for consideration by Customer or Customer`s
investment adviser, provide an analysis in accordance with rule
17f-7(a)(1)(i)(A) of the custody risks associated with
maintaining Customer`s Foreign Assets with each Eligible
Securities Depository used by Bank as of the date hereof (or, in
the case of an Eligible Securities Depository not used by Bank as
of the date hereof, prior to the initial placement of Customer`s
Foreign Assets at such Depository) and at which any Foreign Assets
of Customer are held or are expected to be held. The foregoing
analysis will be provided to Customer at Bank`s Website. In
connection with the foregoing, Customer shall notify Bank of any
Eligible Securities Depositories at which it does not choose to
have its Foreign Assets held. Bank shall monitor the custody
risks associated with maintaining Customer`s Foreign Assets at
each such Eligible Securities Depository on a continuing basis
and shall promptly notify (which may be electronic) Customer or
its adviser of any material changes in such risks in accordance
with rule 17f-7(a)(1)(i)(B).
(b) Bank shall exercise reasonable care, prudence and
diligence in performing the requirements set forth in Section
16(a) above. The risk analysis of an Eligible Securities
Depository provided under paragraph 16(a) shall take account of
the specific rules of a given depository and shall, to the extent
reasonably practicable, generally consider: (1) the Depository`s
expertise and market reputation; (2) the quality of the
Depository`s services; (3) the Depository`s financial strength;
(4) any insurance or indemnification arrangements; (5) the extent
and quality of regulation and independent examination of the
Depository; (6) the Depository`s standing in published ratings;
(7) the Depository`s internal controls and other procedures for
safeguarding assets; and (8) any related legal protections.
(c) Based on the information available to it in the exercise
of diligence, Bank shall determine the eligibility under rule
17f-7 of each depository before including it on Appendix 1-B
hereto and shall promptly advise Customer if any Eligible
Securities Depository ceases to be eligible. (Eligible
Securities Depositories used by Bank as of the date hereof are set
forth in Appendix 1-B hereto, and as the same may be amended on
notice to Customer from time to time.)
(d) Bank need not commence performing any of the duties set
forth in this Section 16 prior to March 31, 2001, but Bank shall
advise Customer if it is prepared to commence such duties prior to
such date as to particular depositories.
7. Add the following language to the end of Section 3 of the
Agreement:
The term "securities depository" as used herein when
referring to a securities depository located outside the U.S.
shall mean an "Eligible Securities Depository" which, in turn,
shall have the same meaning as in rule 17f-7(b)(1)(i)-(vi) as the
same may be amended from time to time, or that has otherwise been
made exempt by an SEC exemptive order, rule or other appropriate
SEC action, except that prior to the compliance date with rule
17f-7 for a particular securities depository the term "securities
depositories" shall be as defined in (a)(1)(ii)-(iii) of the 1997
amendments to rule 17f-5. The term "securities depository" as
used herein when referring to a securities depository located in
the U.S. shall mean a "securities depository" as defined in SEC
rule 17f-4(a).
*********************
IN WITNESS WHEREOF, the parties have executed this Amendment
as of the date first above written.
[Each of the severally
and not jointly, set forth
on Appendix 2 [Customer]
|
THE CHASE MANHATTAN BANK
|
/s/Henry H. Hopkins
By:________________________
Name: Henry H. Hopkins
Title:Vice President
Date: 4/26/01
|
/s/Paul D. Hopkins
By:_____________________
Name: Paul D. Hopkins
Title: Vice President
Date: 5/15/01
|
Appendix 1-A
Information Regarding Country Risk
1. To aid Customer in its determinations regarding Country
Risk, Bank shall furnish annually and upon the initial placing of
Foreign Assets into a country the following information (check
items applicable):
A
Opinions of local counsel concerning:
___
i.
Whether applicable foreign law would restrict the
access afforded Customer`s independent public accountants to
books and records kept by an Eligible Foreign Custodian located in
that country.
___
ii.
Whether applicable foreign law would restrict the
Customer's ability to recover its assets in the event of the
bankruptcy of an Eligible Foreign Custodian located in that
country.
___
iii.
Whether applicable foreign law would restrict the
Customer's ability to recover assets that are lost while under the
control of an Eligible Foreign Custodian located in the country.
B.
Written information concerning:
___
i.
The likelihood of expropriation, nationalization,
freezes, or confiscation of Customer's assets.
___
ii.
Whether difficulties in converting Customer's cash and
cash equivalents to U.S. dollars are reasonably foreseeable.
C.
A market report with respect to the following topics:
(i) securities regulatory environment, (ii) foreign ownership
restrictions, (iii) foreign exchange, (iv) securities settlement
and registration, (v) taxation, (vi) market settlement risk,
(vii) Eligible Securities Depositories (including Depository
evaluation), if any.
2. Bank shall furnish the following additional information:
Market flashes, including with respect to changes in the
information in market reports.
Appendix 1-B
ELIGIBLE SECURITIES DEPOSITORIES
APPENDIX
2
T. ROWE PRICE INVESTMENT COMPANIES
T. Rowe Price Balanced Fund, Inc.
T. Rowe Price Blue Chip Growth Fund, Inc.
T. Rowe Price Capital Appreciation Fund
T. Rowe Price Capital Opportunity Fund, Inc.
T. Rowe Price Developing Technologies Fund, Inc.
T. Rowe Price Diversified Small-Cap Growth Fund, Inc.
T. Rowe Price Dividend Growth Fund, Inc.
T. Rowe Price Equity Income Fund
T. Rowe Price Equity Series, Inc.
T. Rowe Price Equity Income Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Financial Services Fund, Inc.
T. Rowe Price Global Technology Fund, Inc.
T. Rowe Price Growth & Income Fund, Inc.
T. Rowe Price Growth Stock Fund, Inc.
T. Rowe Price Health Sciences Fund, Inc.
Institutional International Funds, Inc.
Foreign Equity Fund
T. Rowe Price International Funds, Inc.
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price International Bond Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price International Index Fund, Inc.
T. Rowe Price International Equity Index Fund
T. Rowe Price International Series, Inc.
T. Rowe Price International Stock Portfolio
T. Rowe Price Mid-Cap Growth Fund, Inc.
T. Rowe Price Mid-Cap Value Fund, Inc.
T. Rowe Price New America Growth Fund
T. Rowe Price New Era Fund, Inc.
T. Rowe Price New Horizons Fund, Inc.
T. Rowe Price Real Estate Fund, Inc.
T. Rowe Price Small-Cap Stock Fund, Inc.
T. Rowe Price Science & Technology Fund, Inc.
T. Rowe Price Small-Cap Value Fund, Inc.
T. Rowe Price Value Fund, Inc.
T. Rowe Price Media & Telecommunications Fund, Inc.
T. Rowe Price Corporate Income Fund, Inc.
T. Rowe Price Fixed Income Series, Inc.
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price High Yield Fund, Inc.
T. Rowe Price New Income Fund, Inc.
T. Rowe Price Personal Strategy Funds, Inc.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. Rowe Price Short-Term Bond Fund, Inc.
T. Rowe Price Tax-Efficient Funds, Inc.
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund
T. Rowe Price U.S. Bond Index Fund, Inc.
Institutional Equity Funds, Inc. on behalf of:
Institutional Mid-Cap Equity Growth Fund
Institutional Large-Cap Value Fund
Institutional Small-Cap Stock Fund
AMENDMENT AGREEMENT
The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994,
November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997,
September
3, 1997, October 29, 1997, December 15, 1998, October 6, 1999, February 9, 2000,
April 19, 2000, July 18, 2000, and October 25, 2000 (the "Custody Agreement") by and between
each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such
entity referred to hereinafter as the "Customer") and The Chase Manhattan Bank, N.A., whose
contracts have been assumed by THE CHASE MANHATTAN BANK (the "Bank") is hereby
further amended, as of July 24, 2001 (the "Amendment Agreement"). Terms defined in the Cus
tody 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
applicable to all Customers listed
under Section I of this Schedule A.
|
Equity Funds
T. Rowe Price Balanced Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Blue Chip Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Capital Appreciation Fund
|
Global Proxy Service Rider
|
T. Rowe Price Capital Opportunity Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Developing Technologies Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Diversified Small-Cap Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Dividend Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Equity Income Fund
|
Global Proxy Service Rider
|
T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price Financial Services Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Global Technology Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Growth & Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Growth Stock Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Health Sciences Fund, Inc.
|
Global Proxy Service Rider
|
Institutional Equity Funds, Inc. on behalf of:
Institutional Large-Cap Growth Fund
Institutional Large-Cap Value Fund
Institutional Small-Cap Stock Fund
Mid-Cap Equity Growth Fund
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
Institutional International Funds, Inc. on behalf of:
Foreign Equity Fund
|
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
|
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund
|
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio
|
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price Media & Telecommunications Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Mid-Cap Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Mid-Cap Value Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price New America Growth Fund
|
Global Proxy Service Rider
|
T. Rowe Price New Era Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price New Horizons Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Real Estate Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Science & Technology Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Small-Cap Stock Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Small-Cap Value Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Value Fund, Inc.
|
Global Proxy Service Rider
|
Income Funds
T. Rowe Price Corporate Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price High Yield Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio
|
Global Proxy Service Rider
|
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price International Bond Fund
|
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price New Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price Short-Term Bond Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price U.S. Bond Index Fund, Inc.
|
Global Proxy Service Rider
|
Schedule A
Page 3 of 3
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
II. ACCOUNTS SUBJECT TO ERISA
|
The ERISA Rider is applicable
to all Customers Under Section II
of this Schedule A.
|
T. Rowe Price Trust Company, as Trustee for the
Johnson Matthey Salaried Employee Savings Plan
Common Trust Funds
T. Rowe Price Trust Company, as Trustee for the International
Common Trust Fund on behalf of the Underlying Trusts:
Emerging Markets Equity Trust
|
Global Proxy Service Rider
|
Foreign Discovery Trust
|
Global Proxy Service Rider
|
Foreign Discovery Trust - B
|
Global Proxy Service Rider
|
India Trust
|
Global Proxy Service Rider
|
International Small-Cap Trust
|
Global Proxy Service Rider
|
Japan Discovery Trust
|
Global Proxy Service Rider
|
Taiwan Trust
|
Global Proxy Service Rider
|
AMENDMENT AGREEMENT
The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994, Novem
ber 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 con
ditions 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 gov
erned 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 Customers listed
under Section I of this Schedule A.
|
Equity Funds
T. Rowe Price Balanced Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Blue Chip Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Capital Appreciation Fund
|
Global Proxy Service Rider
|
T. Rowe Price Capital Opportunity Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Developing Technologies Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Diversified Small-Cap Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Dividend Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Equity Income Fund
|
Global Proxy Service Rider
|
T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price Financial Services Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Global Technology Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Growth & Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Growth Stock Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Health Sciences Fund, Inc.
|
Global Proxy Service Rider
|
Institutional Equity Funds, Inc. on behalf of:
Institutional Large-Cap Growth Fund
Institutional Large-Cap Value Fund
Institutional Small-Cap Stock Fund
Mid-Cap Equity Growth Fund
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
Institutional International Funds, Inc. on behalf of:
Foreign Equity Fund
|
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
|
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund
|
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio
|
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price Media & Telecommunications Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Mid-Cap Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Mid-Cap Value Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price New America Growth Fund
|
Global Proxy Service Rider
|
T. Rowe Price New Era Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price New Horizons Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Real Estate Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Science & Technology Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Small-Cap Stock Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Small-Cap Value Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Value Fund, Inc.
|
Global Proxy Service Rider
|
Schedule A
Page 2 of 3
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
Income Funds
T. Rowe Price Corporate Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price High Yield Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio
|
Global Proxy Service Rider
|
T. Rowe Price Institutional Income Funds, Inc., on behalf of:
T. Rowe Price Institutional High Yield Fund
|
Global Proxy Service Rider
|
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price International Bond Fund
|
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price New Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price Short-Term Bond Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price U.S. Bond Index Fund, Inc.
|
Global Proxy Service Rider
|
Schedule A
Page 3 of 3
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
II. ACCOUNTS SUBJECT TO ERISA
|
The ERISA Rider is applicable
to all Customers Under Section II
of this Schedule A.
|
T. Rowe Price Trust Company, as Trustee for the
Johnson Matthey Salaried Employee Savings Plan
Common Trust Funds
T. Rowe Price Trust Company, as Trustee for the International
Common Trust Fund on behalf of the Underlying Trusts:
Emerging Markets Equity Trust
|
Global Proxy Service Rider
|
Foreign Discovery Trust
|
Global Proxy Service Rider
|
Foreign Discovery Trust - B
|
Global Proxy Service Rider
|
India Trust
|
Global Proxy Service Rider
|
International Small-Cap Trust
|
Global Proxy Service Rider
|
Japan Discovery Trust
|
Global Proxy Service Rider
|
Taiwan Trust
|
Global Proxy Service Rider
|
AMENDMENT AGREEMENT
The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994, Novem
ber 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 Agree
ment"). 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 gov
erned 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 Protected Bond Fund, Inc.
Add the following Fund to the Global Proxy Service and Russian Rider
Equity Funds
T. Rowe Price Institutional International Funds, Inc., on behalf of:
T. Rowe Price Institutional Emerging Markets Equity Fund
Schedule A
Page 1 of 3
LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK
DATED JANUARY 3, 1994
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
I. INVESTMENT COMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940
|
The Mutual Fund Rider is
applicable to all Customers listed
under Section I of this Schedule A.
|
Equity Funds
T. Rowe Price Balanced Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Blue Chip Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Capital Appreciation Fund
|
Global Proxy Service Rider
|
T. Rowe Price Capital Opportunity Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Developing Technologies Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Diversified Small-Cap Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Dividend Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Equity Income Fund
|
Global Proxy Service Rider
|
T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price Financial Services Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Global Technology Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Growth & Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Growth Stock Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Health Sciences Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Institutional Equity Funds, Inc. on behalf of:
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Value Fund
T. Rowe Price Institutional Small-Cap Stock Fund
T. Rowe Price Mid-Cap Equity Growth Fund
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price Institutional International Funds, Inc.
on behalf of:
T. Rowe Price Institutional Emerging Markets Fund
T. Rowe Price Institutional Foreign Equity Fund
|
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
|
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund
|
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio
|
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price Media & Telecommunications Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Mid-Cap Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Mid-Cap Value Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price New America Growth Fund
|
Global Proxy Service Rider
|
T. Rowe Price New Era Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price New Horizons Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Real Estate Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Science & Technology Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Small-Cap Stock Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Small-Cap Value Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Value Fund, Inc.
|
Global Proxy Service Rider
|
Schedule A
Page 2 of 3
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
Income Funds
T. Rowe Price Corporate Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price High Yield Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio
|
Global Proxy Service Rider
|
T. Rowe Price Inflation Protected Bond Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Institutional Income Funds, Inc., on behalf of:
T. Rowe Price Institutional High Yield Fund
|
Global Proxy Service Rider
|
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price International Bond Fund
|
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price New Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price Short-Term Bond Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price U.S. Bond Index Fund, Inc.
|
Global Proxy Service Rider
|
Schedule A
Page 3 of 3
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
II. ACCOUNTS SUBJECT TO ERISA
|
The ERISA Rider is applicable
to all Customers Under Section II
of this Schedule A.
|
T. Rowe Price Trust Company, as Trustee for the
Johnson Matthey Salaried Employee Savings Plan
Common Trust Funds
T. Rowe Price Trust Company, as Trustee for the International
Common Trust Fund on behalf of the Underlying Trusts:
Emerging Markets Equity Trust
|
Global Proxy Service Rider
|
Foreign Discovery Trust
|
Global Proxy Service Rider
|
Foreign Discovery Trust - B
|
Global Proxy Service Rider
|
India Trust
|
Global Proxy Service Rider
|
International Small-Cap Trust
|
Global Proxy Service Rider
|
Japan Discovery Trust
|
Global Proxy Service Rider
|
Taiwan Trust
|
Global Proxy Service Rider
|
AMENDMENT AGREEMENT
The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994, Novem
ber 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October
29, 1997, December 15, 1998, October 6, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October
25, 2000, July 24, 2001, April 24, 2002 and July 24, 2002 (the "Custody Agreement") by and between
each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity
referred to hereinafter as the "Customer") and JPMorgan Chase Bank, whose contracts have been assumed
by JPMORGAN CHASE BANK (the "Bank") is hereby further amended, as of July
23, 2003 (the
"Amendment Agreement"). Terms defined in the Custody Agreement are used herein as therein defined.
WITNESSETH:
WHEREAS,
the Customer wishes to appoint the Bank as its global custodian and the Bank wishes
to accept such appointment pursuant to the terms of the Custody Agreement;
NOW, THEREFORE,
the parties hereto agree as follows:
1.
Amendment.
Sections I, II and III of Schedule A of the Custody Agreement ("Schedule A") shall
be amended to add or change certain Customers as specified in Attachment A hereto. The revised Schedule
A incorporating these changes in the form attached shall supersede the existing Schedule A in its entirety.
2.
Agreement.
The Customer and Bank agree to be bound in all respects by all the terms and condi
tions 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 gov
erned 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 MANHATTAN BANK
DATED JANUARY 3, 1994
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
I. INVESTMENT COMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940
|
The Mutual Fund Rider is
applicable to all Customers listed
under Section I of this Schedule A.
|
Equity Funds
T. Rowe Price Balanced Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Blue Chip Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Capital Appreciation Fund
|
Global Proxy Service Rider
|
T. Rowe Price Capital Opportunity Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Developing Technologies Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Diversified Small-Cap Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Dividend Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Equity Income Fund
|
Global Proxy Service Rider
|
T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price Financial Services Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Global Technology Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Growth & Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Growth Stock Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Health Sciences Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Institutional Equity Funds, Inc. on behalf of:
T. Rowe Price Institutional Large-Cap Core
Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Value Fund
T. Rowe Price Institutional Small-Cap Stock Fund
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 Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund
|
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio
|
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price Media & Telecommunications Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Mid-Cap Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Mid-Cap Value Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price New America Growth Fund
|
Global Proxy Service Rider
|
T. Rowe Price New Era Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price New Horizons Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Real Estate Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Science & Technology Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Small-Cap Stock Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Small-Cap Value Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Value Fund, Inc.
|
Global Proxy Service Rider
|
Schedule A
Page 2 of 3
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
Income Funds
T. Rowe Price Corporate Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price High Yield Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio
|
Global Proxy Service Rider
|
T. Rowe Price Inflation Protected Bond Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Institutional Income Funds, Inc., on behalf of:
T. Rowe Price Institutional High Yield Fund
|
Global Proxy Service Rider
|
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price International Bond Fund
|
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price New Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price Short-Term Bond Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price U.S. Bond Index Fund, Inc.
|
Global Proxy Service Rider
|
Schedule A
Page 3 of 3
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
II. ACCOUNTS SUBJECT TO ERISA
|
The ERISA Rider is applicable
to all Customers Under Section II
of this Schedule A.
|
T. Rowe Price Trust Company, as Trustee for the
Johnson Matthey Salaried Employee Savings Plan
Common Trust Funds
T. Rowe Price Trust Company, as Trustee for the International
Common Trust Fund on behalf of the Underlying Trusts:
Emerging Markets Equity Trust
|
Global Proxy Service Rider
|
Foreign Discovery Trust
|
Global Proxy Service Rider
|
Foreign Discovery Trust - B
|
Global Proxy Service Rider
|
India Trust
|
Global Proxy Service Rider
|
International Small-Cap Trust
|
Global Proxy Service Rider
|
Japan Discovery Trust
|
Global Proxy Service Rider
|
Taiwan Trust
|
Global Proxy Service Rider
|
AMENDMENT AGREEMENT
The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994,
November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3,
1997, October 29, 1997, December 15, 1998, October 6, 1999, February 9, 2000, April 19, 2000,
July 18, 2000, October 25, 2000, July 24, 2001, April 24, 2002, July 24, 2002 and July 23, 2003 (the
"Custody Agreement") by and between each of the Entities listed in Schedule A, as amended
thereto, severally and not jointly (each such entity referred to hereinafter as the "Customer") and
JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the
"Bank") is hereby further amended, as of October 22, 2003 (the "Amendment Agreement"). Terms
defined in the Custody Agreement are used herein as therein defined.
WITNESSETH:
WHEREAS,
the Customer wishes to appoint the Bank as its global custodian and the Bank
wishes to accept such appointment pursuant to the terms of the Custody Agreement;
NOW, THEREFORE,
the parties hereto agree as follows:
1.
Amendment.
Sections I, II and III of Schedule A of the Custody Agreement
("Schedule A") shall be amended to add or change certain Customers as specified in Attachment A
hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the
existing Schedule A in its entirety.
2.
Agreement.
The Customer and Bank agree to be bound in all respects by all the terms
and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a
"Customer" and "Bank," respectively, as defined in the Custody Agreement.
3.
Confirmation of Agreement
. Except as amended hereby, the Custody Agreement is in
full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer
and the Bank in all respects.
4.
Governing Law:
This Amendment Agreement shall be construed in accordance with
and governed by the law of the State of New York without regard to its conflict of law principles.
IN WITNESS WHEREOF,
the parties have executed this Amendment Agreement as of
the day and year first above written.
JPMORGAN CHASE BANK
/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 CUSTOMERS
Add the following Fund:
Equity Funds:
T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.
Add the following Fund to the Global Proxy Service Rider
:
Equity Funds:
T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.
Schedule A
Page 1 of 3
LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK
DATED JANUARY 3, 1994
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
I. INVESTMENT COMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940
|
The Mutual Fund Rider is
applicable to all Customers listed
under Section I of this Schedule A.
|
Equity Funds
T. Rowe Price Balanced Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Blue Chip Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Capital Appreciation Fund
|
Global Proxy Service Rider
|
T. Rowe Price Capital Opportunity Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Developing Technologies Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Diversified Small-Cap Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Dividend Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Equity Income Fund
|
Global Proxy Service Rider
|
T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price Financial Services Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Global Technology Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Growth & Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Growth Stock Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Health Sciences Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Institutional Equity Funds, Inc. on behalf of:
T. Rowe Price Institutional Large-Cap Core
Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Value Fund
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 Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund
|
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio
|
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price Media & Telecommunications Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Mid-Cap Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Mid-Cap Value Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price New America Growth Fund
|
Global Proxy Service Rider
|
T. Rowe Price New Era Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price New Horizons Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Real Estate Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Science & Technology Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Small-Cap Stock Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Small-Cap Value Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Value Fund, Inc.
|
Global Proxy Service Rider
|
Schedule A
Page 2 of 3
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
Income Funds
T. Rowe Price Corporate Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price High Yield Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio
|
Global Proxy Service Rider
|
T. Rowe Price Inflation Protected Bond Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Institutional Income Funds, Inc., on behalf of:
T. Rowe Price Institutional High Yield Fund
|
Global Proxy Service Rider
|
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price International Bond Fund
|
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price New Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price Short-Term Bond Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price U.S. Bond Index Fund, Inc.
|
Global Proxy Service Rider
|
Schedule A
Page 3 of 3
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
II. ACCOUNTS SUBJECT TO ERISA
|
The ERISA Rider is applicable
to all Customers Under Section II
of this Schedule A.
|
T. Rowe Price Trust Company, as Trustee for the
Johnson Matthey Salaried Employee Savings Plan
Common Trust Funds
T. Rowe Price Trust Company, as Trustee for the International
Common Trust Fund on behalf of the Underlying Trusts:
Emerging Markets Equity Trust
|
Global Proxy Service Rider
|
Foreign Discovery Trust
|
Global Proxy Service Rider
|
Foreign Discovery Trust - B
|
Global Proxy Service Rider
|
India Trust
|
Global Proxy Service Rider
|
International Small-Cap Trust
|
Global Proxy Service Rider
|
Japan Discovery Trust
|
Global Proxy Service Rider
|
Taiwan Trust
|
Global Proxy Service Rider
|
AMENDMENT AGREEMENT
The Global Custody Agreement of January 3, 1994, as amended April 18, 1994, August 15, 1994,
November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3,
1997, October 29, 1997, December 15, 1998, October 6, 1999, February 9, 2000, April 19, 2000,
July 18, 2000, October 25, 2000, July 24, 2001, April 24, 2002, July 24, 2002, July 23, 2003 and
October 22, 2003 (the "Custody Agreement") by and between each of the Entities listed in Schedule
A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the
"Customer") and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN
CHASE BANK (the "Bank") is hereby further amended, as of September 20, 2004 (the
"Amendment Agreement"). Terms defined in the Custody Agreement are used herein as therein
defined.
WITNESSETH:
WHEREAS,
the Customer wishes to appoint the Bank as its global custodian and the Bank
wishes to accept such appointment pursuant to the terms of the Custody Agreement;
NOW, THEREFORE,
the parties hereto agree as follows:
1.
Amendment.
Sections I, II and III of Schedule A of the Custody Agreement
("Schedule A") shall be amended to add or change certain Customers as specified in Attachment A
hereto. The revised Schedule A incorporating these changes in the form attached shall supersede the
existing Schedule A in its entirety.
2.
Agreement.
The Customer and Bank agree to be bound in all respects by all the terms
and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a
"Customer" and "Bank," respectively, as defined in the Custody Agreement.
3.
Confirmation of Agreement
. Except as amended hereby, the Custody Agreement is in
full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer
and the Bank in all respects.
4.
Governing Law:
This Amendment Agreement shall be construed in accordance with
and governed by the law of the State of New York without regard to its conflict of law principles.
IN WITNESS WHEREOF,
the parties have executed this Amendment Agreement as of
the day and year first above written.
JPMORGAN CHASE BANK
/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 CUSTOMERS
Add the following Fund:
Income Funds:
T. Rowe Price Institutional Income Funds, Inc., on behalf of:
T. Rowe Price Institutional Core Plus Fund
Add the following Fund to the Global Proxy Service Rider
:
Equity Funds:
T. Rowe Price Institutional Income Funds, Inc., on behalf of:
T. Rowe Price Institutional Core Plus Fund
Schedule A
Page 1 of 3
LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK
DATED JANUARY 3, 1994
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
I. INVESTMENT COMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940
|
The Mutual Fund Rider is
applicable to all Customers listed
under Section I of this Schedule A.
|
Equity Funds
T. Rowe Price Balanced Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Blue Chip Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Capital Appreciation Fund
|
Global Proxy Service Rider
|
T. Rowe Price Capital Opportunity Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Developing Technologies Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Diversified Small-Cap Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Dividend Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Equity Income Fund
|
Global Proxy Service Rider
|
T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price Financial Services Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Global Technology Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Growth & Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Growth Stock Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Health Sciences Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Institutional Equity Funds, Inc. on behalf of:
T. Rowe Price Institutional Large-Cap Core
Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
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 Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund
|
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio
|
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price Media & Telecommunications Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Mid-Cap Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Mid-Cap Value Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price New America Growth Fund
|
Global Proxy Service Rider
|
T. Rowe Price New Era Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price New Horizons Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Real Estate Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Science & Technology Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Small-Cap Stock Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Small-Cap Value Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Value Fund, Inc.
|
Global Proxy Service Rider
|
Schedule A
Page 3 of 3
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
Income Funds
T. Rowe Price Corporate Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price High Yield Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio
|
Global Proxy Service Rider
|
T. Rowe Price Inflation Protected Bond Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Institutional Income Funds, Inc., on behalf of:
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional High Yield Fund
|
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price International Bond Fund
|
Global Proxy Service Rider and Russian Rider
Global Proxy Service Rider and Russian Rider
|
T. Rowe Price New Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price Short-Term Bond Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price U.S. Bond Index Fund, Inc.
|
Global Proxy Service Rider
|
Schedule A
Page 3 of 3
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
II. ACCOUNTS SUBJECT TO ERISA
|
The ERISA Rider is applicable
to all Customers Under Section II
of this Schedule A.
|
T. Rowe Price Trust Company, as Trustee for the
Johnson Matthey Salaried Employee Savings Plan
Common Trust Funds
T. Rowe Price Trust Company, as Trustee for the International
Common Trust Fund on behalf of the Underlying Trusts:
Emerging Markets Equity Trust
|
Global Proxy Service Rider
|
Foreign Discovery Trust
|
Global Proxy Service Rider
|
Foreign Discovery Trust - B
|
Global Proxy Service Rider
|
India Trust
|
Global Proxy Service Rider
|
International Small-Cap Trust
|
Global Proxy Service Rider
|
Japan Discovery Trust
|
Global Proxy Service Rider
|
Taiwan Trust
|
Global Proxy Service Rider
|
AMENDMENT AGREEMENT
The Global Custody Agreement of January 3, 1994, (the "Custody Agreement"), as amended from
time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally
and not jointly (each such entity referred to hereinafter as the "Customer") and JPMorgan Chase
Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the "Bank") is hereby
further amended, as of December
14, 2005 (the "Amendment Agreement"). Terms defined in the
Custody Agreement are used herein as therein defined.
WITNESSETH:
WHEREAS,
the Customer has appointed the Bank as its global custodian and the Bank has
accepted such appointment pursuant to the terms of the Custody Agreement;
NOW, THEREFORE,
the parties hereto agree as follows:
1.
Amendment.
Sections I and II of Schedule A of the Custody Agreement
("Schedule
A") shall be amended to add certain Customers as specified in Attachment A hereto to
the Russian Rider dated July 17, 1997. The revised Schedule A incorporating these changes in the
form attached shall supersede the existing Schedule A in its entirety.
2.
Agreement.
The Customer and Bank agree to be bound in all respects by all the terms
and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a
"Customer" and "Bank," respectively, as defined in the Custody Agreement.
3.
Confirmation of Agreement
. Except as amended hereby, the Custody Agreement is in
full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer
and the Bank in all respects.
4.
Governing Law:
This Amendment Agreement shall be construed in accordance with
and governed by the law of the State of New York without regard to its conflict of law principles.
IN WITNESS WHEREOF,
the parties have executed this Amendment Agreement as of
the day and year first above written.
JPMORGAN CHASE BANK
/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 to the Russian Rider
:
Equity Funds:
T. Rowe Price Blue Chip Growth Fund, Inc.
T. Rowe Price Developing Technologies Fund, Inc.
T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Global Technology Fund, Inc.
T. Rowe Price Media & Telecommunications Fund, Inc.
Schedule A
Page 1 of 3
LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK
DATED JANUARY 3, 1994
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
I.
INVESTMENT COMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940
|
The Mutual Fund Rider is
applicable to
all Customers listed
under Section I of
this Schedule A.
|
Equity Funds
T. Rowe Price Balanced Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Blue Chip Growth Fund, Inc.
|
Global Proxy Service and Russian Rider
|
T. Rowe Price Capital Appreciation Fund
|
Global Proxy Service Rider
|
T. Rowe Price Capital Opportunity Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Developing Technologies Fund, Inc.
|
Global Proxy Service and Russian Rider
|
T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Diversified Small-Cap Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Dividend Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Equity Income Fund
|
Global Proxy Service Rider
|
T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
|
Global Proxy Service and Russian Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price Financial Services Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Global Technology Fund, Inc.
|
Global Proxy Service and Russian Rider
|
T. Rowe Price Growth & Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Growth Stock Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Health Sciences Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Institutional Equity Funds, Inc. on behalf of:
T. Rowe Price Institutional Large-Cap Core
Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Value Fund
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. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
|
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
|
T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund
|
Global Proxy Service and Russian Rider
|
T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio
|
Global Proxy Service and Russian Rider
|
T. Rowe Price Media & Telecommunications Fund, Inc.
|
Global Proxy Service
and Russian
Rider
|
T. Rowe Price Mid-Cap Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Mid-Cap Value Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price New America Growth Fund
|
Global Proxy Service Rider
|
T. Rowe Price New Era Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price New Horizons Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Real Estate Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Science & Technology Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Small-Cap Stock Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Small-Cap Value Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Value Fund, Inc.
|
Global Proxy Service Rider
|
Schedule A
Page 2 of 3
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
Income Funds
T. Rowe Price Corporate Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price High Yield Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio
|
Global Proxy Service Rider
|
T. Rowe Price Inflation Protected Bond Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Institutional Income Funds, Inc., on behalf of:
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional High Yield Fund
|
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price International Bond Fund
|
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
|
T. Rowe Price New Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price Short-Term Bond Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price U.S. Bond Index Fund, Inc.
|
Global Proxy Service Rider
|
Schedule A
Page 3 of 3
II. ACCOUNTS SUBJECT TO ERISA
|
The ERISA Rider is applicable
to all Customers Under Section II
of this Schedule A.
|
T. Rowe Price Trust Company, as Trustee for the
Johnson Matthey Salaried Employee Savings Plan
Common Trust Funds
T. Rowe Price Trust Company, as Trustee for the International
Common Trust Fund on behalf of the Underlying Trusts:
Emerging Markets Equity Trust
|
Global Proxy Service Rider
|
Foreign Discovery Trust
|
Global Proxy Service Rider
|
Foreign Discovery Trust - B
|
Global Proxy Service Rider
|
India Trust
|
Global Proxy Service Rider
|
International Small-Cap Trust
|
Global Proxy Service Rider
|
Japan Discovery Trust
|
Global Proxy Service Rider
|
Taiwan Trust
|
Global Proxy Service Rider
|
AMENDMENT AGREEMENT
The Global Custody Agreement of January 3, 1994, April 18, 1994, August 15, 1994, November
8,
1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October
29, 1997, December 15, 1998, October 6, 1999, February 9, 2000, April 19, 2000, July 18, 2000,
October 25, 2000, July 24, 2001, April 24, 2002, July 24, 2002, July 23, 2003 and October 22, 2003,
September 20, 2004 and December 14, 2005 (the "Custody Agreement"), as amended from time to
time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and
not jointly (each such entity referred to hereinafter as the "Customer") and JPMorgan Chase Bank,
whose contracts have been assumed by JPMORGAN CHASE BANK (the "Bank") is hereby
further amended, as of April 19, 2006 (the "Amendment Agreement"). Terms defined in the
Custody Agreement are used herein as therein defined.
WITNESSETH:
WHEREAS,
the Customer has appointed the Bank as its global custodian and the Bank has
accepted such appointment pursuant to the terms of the Custody Agreement;
NOW, THEREFORE,
the parties hereto agree as follows:
1.
Amendment.
Sections I and II of Schedule A of the Custody Agreement
("Schedule
A") shall be amended to add certain Customers as specified in Attachment A hereto to
the Russian Rider dated July 17, 1997. The revised Schedule A incorporating these changes in the
form attached shall supersede the existing Schedule A in its entirety.
2.
Agreement.
The Customer and Bank agree to be bound in all respects by all the terms
and conditions of the Custody Agreement and shall be fully liable and responsible thereunder as a
"Customer" and "Bank," respectively, as defined in the Custody Agreement.
3.
Confirmation of Agreement
. Except as amended hereby, the Custody Agreement is in
full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer
and the Bank in all respects.
4.
Governing Law:
This Amendment Agreement shall be construed in accordance with
and governed by the law of the State of New York without regard to its conflict of law principles.
IN WITNESS WHEREOF,
the parties have executed this Amendment Agreement as of
the day and year first above written.
JPMORGAN CHASE BANK
/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 behalf of
T. Rowe Price Personal Strategy Balanced Fund,
T. Rowe Price Personal Strategy Growth Fund and
T. Rowe Price Personal Strategy Income Fund
T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Portfolio
T. Rowe Price Institutional International Funds, Inc., on behalf of
T. Rowe Price Institutional Global Equity Fund
Schedule A
Page 1 of 3
LIST OF CUSTOMERS, SEVERALLY AND NOT JOINTLY PARTIES TO
GLOBAL CUSTODY AGREEMENT WITH
THE CHASE MANHATTAN BANK
DATED JANUARY 3, 1994
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
I.
INVESTMENT COMPANIES/PORTFOLIOS
REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940
|
The Mutual Fund Rider is
applicable to
all Customers listed
under Section I of
this Schedule A.
|
Equity Funds
T. Rowe Price Balanced Fund, Inc.
|
Global Proxy Service and Russian Rider
|
T. Rowe Price Blue Chip Growth Fund, Inc.
|
Global Proxy Service and Russian Rider
|
T. Rowe Price Capital Appreciation Fund
|
Global Proxy Service Rider
|
T. Rowe Price Capital Opportunity Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Developing Technologies Fund, Inc.
|
Global Proxy Service and Russian Rider
|
T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Diversified Small-Cap Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Dividend Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Equity Income Fund
|
Global Proxy Service Rider
|
T. Rowe Price Equity Series, Inc. on behalf of:
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
|
Global Proxy Service and Russian Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service and Russian Rider
|
T. Rowe Price Financial Services Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Global Technology Fund, Inc.
|
Global Proxy Service and Russian Rider
|
T. Rowe Price Growth & Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Growth Stock Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Health Sciences Fund, Inc.
|
Global Proxy Service Rider
|
Schedule A
Page 2 of 3
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
T. Rowe Price Institutional Equity Funds, Inc. on behalf of:
T. Rowe Price Institutional Large-Cap Core
Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Value Fund
T. Rowe Price Institutional Small-Cap Stock Fund
T. Rowe Price Mid-Cap Equity Growth Fund
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price Institutional International Funds, Inc.
on behalf of:
T. Rowe Price Institutional Emerging Markets
Equity Fund
T. Rowe Price Institutional Foreign Equity Fund
T. Rowe Price Institutional Global Equity Fund
|
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
|
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
|
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
|
T. Rowe Price International Index Fund, Inc. on behalf of:
T. Rowe Price International Equity Index Fund
|
Global Proxy Service and Russian Rider
|
T. Rowe Price International Series, Inc. on behalf of:
T. Rowe Price International Stock Portfolio
|
Global Proxy Service and Russian Rider
|
T. Rowe Price Media & Telecommunications Fund, Inc.
|
Global Proxy Service
and Russian
Rider
|
T. Rowe Price Mid-Cap Growth Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Mid-Cap Value Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price New America Growth Fund
|
Global Proxy Service Rider
|
T. Rowe Price New Era Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price New Horizons Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Real Estate Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Science & Technology Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Small-Cap Stock Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Small-Cap Value Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Value Fund, Inc.
|
Global Proxy Service Rider
|
Schedule A
Page 3 of 3
CUSTOMER
|
APPLICABLE RIDERS TO
GLOBAL CUSTODY
AGREEMENT
|
Income Funds
T. Rowe Price Corporate Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price High Yield Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Income Series, Inc. on behalf of:
T. Rowe Price Limited-Term Bond Portfolio
|
Global Proxy Service Rider
|
T. Rowe Price Inflation Protected Bond Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Institutional Income Funds, Inc., on behalf of:
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional High Yield Fund
|
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price International Funds, Inc. on behalf of:
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price International Bond Fund
|
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
|
T. Rowe Price New Income Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Short-Term Bond Fund, Inc.
|
Global Proxy Service Rider
|
T. Rowe Price Personal Strategy Funds, Inc. on behalf of:
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
|
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
Global Proxy Service and Russian Rider
|
T. Rowe Price Tax-Efficient Funds, Inc. on behalf of:
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund
|
Global Proxy Service Rider
Global Proxy Service Rider
Global Proxy Service Rider
|
T. Rowe Price U.S. Bond Index Fund, Inc.
|
Global Proxy Service Rider
|
II. ACCOUNTS SUBJECT TO ERISA
|
The ERISA Rider is applicable
to all Customers Under Section II
of this Schedule A.
|
T. Rowe Price Trust Company, as Trustee for the
Johnson Matthey Salaried Employee Savings Plan
Common Trust Funds
T. Rowe Price Trust Company, as Trustee for the International
Common Trust Fund on behalf of the Underlying Trusts:
Emerging Markets Equity Trust
|
Global Proxy Service Rider
|
Foreign Discovery Trust
|
Global Proxy Service Rider
|
Foreign Discovery Trust - B
|
Global Proxy Service Rider
|
India Trust
|
Global Proxy Service Rider
|
International Small-Cap Trust
|
Global Proxy Service Rider
|
Japan Discovery Trust
|
Global Proxy Service Rider
|
Taiwan Trust
|
Global Proxy Service Rider
|
TRANSFER AGENCY AND SERVICE AGREEMENT
between
T. ROWE PRICE SERVICES, INC.
and
THE T. ROWE PRICE FUNDS
TABLE OF CONTENTS
Page
Article A Terms of Appointment 2
Article B Duties of Price Services 3
1. Services 3
2. Agreements with Intermediaries 3
3. Anti-Money Laundering Program 4
Article C Fees and Expenses 4
Article D Representations and Warranties of the Price Services 4
Article E Representations and Warranties of the Fund 5
Article F Standard of Care/Indemnification 6
Article G Dual Interests 8
Article H Documentation 8
Article I References to Price Services 10
Article J Compliance with Governmental Rules and Regulations 10
Article K Ownership of Software and Related Material 11
Article L Quality Service Standards 11
Article M As of Transactions 11
Article N Term and Termination of Agreement 15
Article O Notice 15
Article P Assignment 16
Article Q Amendment/Interpretive Provisions 16
Article R Further Assurances 16
Article S Maryland Law to Apply 16
Article T Merger of Agreement 16
Article U Counterparts 17
Article V The Parties 17
Article W Directors, Trustees, Shareholders and Massachusetts Business Trust 17
Article X Captions 18
SCHEDULE 1
APPENDIX A
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the first day of January, 2006, by and between T. ROWE
PRICE SERVICES, INC., a
Maryland corporation having its principal office and place of business at 100 East Pratt
Street, Baltimore, Maryland 21202 (
"Price Services"
), and EACH FUND WHICH IS LISTED ON
APPENDIX A (as such Appendix may be amended from time to time) and which evidences its
agreement to be bound hereby by executing a copy of this Agreement (each such Fund
individually hereinafter referred to as
"the Fund,"
whose definition may be found in Article
V);
WHEREAS, the Fund desires to appoint Price Services as its transfer agent, dividend
disbursing agent and agent in connection with certain other activities, and Price Services
desires to accept such appointment;
WHEREAS, Price Services represents that it is registered with the Securities
and Exchange Commission as a Transfer Agent under Section 17A of the Securities Exchange Act of 1934 (
"'34 Act"
)
and will notify each Fund promptly if such registration is revoked or if any proceeding is commenced before the Securities and
Exchange Commission which may lead to such revocation;
WHEREAS, Price Services has the capability of providing shareholder services on
behalf of the Funds for the accounts of shareholders in the Funds;
WHEREAS, certain of the Funds are underlying investment options
of portfolios of College Savings Programs (
"529 Plans"
) and Price Services has the
capability of providing services, on behalf of the Funds, for the accounts of individuals
participating in these 529 Plans;
WHEREAS, certain of the Funds are named investment options under various taxsheltered
retirement plans
including, but not limited to, individual retirement accounts, SepIRA's, SIMPLE plans, deferred compensation plans, 403(b)
plans, and profit sharing, thrift, and money purchase pension plans for self-employed
individuals, individual 401(k)s and professional partnerships and corporations
(collectively referred to as
"Retirement Plans"
) and Price Services has the capability of
providing services, on behalf of the Funds, for the accounts of shareholders
(
"Participants"
) participating in these Retirement Plans (
"Retirement Accounts"
); and
WHEREAS,
Price Services may subcontract or jointly contract with other parties, on behalf of the
Funds, to perform certain of the functions and services described herein.
NOW, THEREFORE,
in consideration of the mutual covenants herein contained, the parties hereto agree as
follows:
A.
Terms of 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 Services pursuant to this Agreement is with respect to the
services described herein and not with respect to services provided under Other Contracts.
B.
Duties of Price Services
1.
Services
. Price Services agrees that it will perform services set forth on
Schedule1 of this Agreement, on behalf of the Fund, in accordance with all
applicable rules and regulations; the Fund's then-current prospectus, and policies
and procedures adopted by Price Services.
2.
Agreements with Intermediaries
. The Fund authorizes Price Services to enter
into agreements with certain third party intermediaries such as banks,
broker-dealers, insurance companies and retirement plan recordkeepers
(
"Intermediaries"
) for the purpose of receiving orders for Fund shares by the
Intermediary from beneficial Shareholders and Participants. Price Services shall
receive orders in accordance with procedures established by agreement with such
intermediaries and policies and procedures adopted by Price Services. Receipt of
orders by such third party intermediaries may be deemed receipt by the Fund to
the extent permitted by Rule 22c-1 of the Investment Company Act of 1940 (
"'40
Act"
).
Price Services may also enter into agreements on behalf of the Fund with
Intermediaries who hold shares in omnibus accounts in Funds that assess
redemption fees. Pursuant to these Agreements, the Intermediary agrees to assess
the fee in accordance with the Fund's prospectus at the time of the redemption
and remit such fees to the Fund on a monthly basis or such other mutually agreed
upon time.
In addition, the Funds have instituted a program whereby they may, in
their discretion, pay an Intermediary or a Plan a fee to compensate the third
party for certain expenses incurred as a result of providing administrative
services to underlying shareholders of the Funds (
"Administrative Fee Payments"
).
Each Fund authorizes Price Services to enter into, on its behalf, agreements
with such Intermediaries or Plans for payment of such Administrative Fee
Payments in consideration of such Plan or Intermediary's performance of services
pursuant to the Fund's Administrative Fee Payment Program. Any payments owed
under these Administrative Fee Agreements shall be the obligation of the
applicable Fund, not Price Services.
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,
which are consistent with such AML Program.
Price Services is authorized to take, on behalf of the Funds, any action permitted by law and in
accordance with the Fund's AML Program in carrying out its responsibilities under the Fund's
AML Program, including rejecting purchases, freezing Shareholder accounts, restricting
certain services, or closing Shareholder accounts if (a) suspicious activity is detected,
(b) it is unable to verify the identity of a Shareholder, or (c) a Shareholder matches a
government list of known or suspected suspicious persons.
C.
Fees and Expenses.
For the services performed on Schedule 1 of this Agreement, the Funds shall pay such fees and
expenses as mutually agreed upon by the parties.
D.
Representations and Warranties of Price Services
Price Services represents and warrants to the Fund that:
1. It is a corporation duly organized and existing and in good standing under the
laws of Maryland;
2. It is duly qualified to carry on its business in Maryland, Colorado, Florida,
District of Columbia, Illinois, Massachusetts, New Jersey, Virginia and
California;
3. It is empowered under applicable laws and by its charter and
by-laws to enter into and perform this Agreement;
4. All requisite corporate proceedings have been taken to authorize it to enter into and perform this
Agreement;
5. It is registered with the Securities and Exchange Commission as a
Transfer Agent pursuant to Section 17A of the '34 Act; and
6. It has and will continue to have access to the necessary facilities, equipment and personnel to
perform its duties and obligations under this Agreement.
E.
Representations and Warranties of the Fund
The Fund represents and warrants to Price Services that:
1. It is a corporation or business trust duly organized and existing and in good
standing under the laws of Maryland or Massachusetts, as the case may be;
2. It is empowered under applicable laws and by its Articles of Incorporation or
Declaration of Trust, as the case may be, and By-Laws to enter into and perform
this Agreement;
3. All proceedings required by said Articles of Incorporation or
Declaration of Trust, as the case may be, and By-Laws have been taken to
authorize it to enter into and perform this Agreement;
4. It is an investment company registered under the '40 Act; and
5. A registration statement under the Securities Act of 1933 (
"the 33 Act"
) is currently effective and will remain
effective, and appropriate state securities law filings have been made and will
continue to be made, with respect to all Shares of the Fund being offered for
sale.
F.
Standard of Care/Indemnification
Notwithstanding anything to the contrary in this Agreement:
1. Price Services shall not be liable to any Fund for any act or failure to act by
it or its agents or subcontractors on behalf of the Fund in carrying or
attempting to carry out the terms and provisions of this Agreement provided
Price Services has acted in good faith and without negligence or willful
misconduct and selected and monitored the performance of its agents and
subcontractors with reasonable care.
2. The Fund shall indemnify and hold Price Services harmless from and against all
losses, costs, damages, claims, actions and expenses, including reasonable
expenses for legal counsel, incurred by Price Services resulting from: (i) any
action or omission by Price Services or its agents or subcontractors in the
performance of their duties hereunder; (ii) Price Services acting upon
instructions believed by it to have been executed by a duly authorized officer
of the Fund; or (iii) Price Services acting upon information provided by the
Fund in form and under policies agreed to by Price Services and the Fund. Price
Services shall not be entitled to such indemnification in respect of actions or
omissions constituting negligence or willful misconduct of Price Services or
where Price Services has not exercised reasonable care in selecting or
monitoring the performance of its agents or subcontractors.
3. Except as provided in Article M of this Agreement, Price Services shall indemnify and hold
harmless the Fund from all losses, costs, damages, claims, actions and expenses,
including reasonable expenses for legal counsel, incurred by the Fund resulting
from the negligence or willful misconduct of Price Services' or which result from
Price Services failure to exercise reasonable care in selecting or monitoring
the performance of its agents or subcontractors. The Fund shall not be entitled
to such indemnification in respect of actions or omissions constituting
negligence or willful misconduct of such Fund or its agents or subcontractors;
unless such negligence or misconduct is attributable to Price Services.
4. In determining Price Services' liability, an isolated error or omission will
normally not be deemed to constitute negligence when it is determined that:
It is understood that Price Services
is not obligated to have in place separate procedures to prevent each and every
conceivable type of error or omission. The term "Appropriate Procedures" shall mean
procedures reasonably designed to prevent and detect errors and omissions. In determining
the reasonableness of such procedures, weight will be given to such factors as are
appropriate, including the prior occurrence of any similar errors or omissions when such
procedures were in place and transfer agent industry standards in place at the time of the
occurrence.
5. In the event either party is unable to perform its obligations under the
terms of this Agreement because of acts of God, strikes or other causes reasonably beyond
its control, such party shall not be liable to the other party for any loss, cost, damage,
claim, action or expense resulting from such failure to perform or otherwise from such
causes.
6. In order that the indemnification provisions contained in this Article F shall
apply, upon the assertion of a claim for which either party may be required to
indemnify the other, the party seeking indemnification shall promptly notify the
other party of such assertion, and shall keep the other party advised with
respect to all developments concerning such claim. The party who may be required
to indemnify shall have the option to participate with the party seeking
indemnification in the defense of such claim, or to defend against said claim in
its own name or in the name of the other party. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
7. Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement.
G.
Dual Interests
It is understood that some person or persons may be directors, officers, or shareholders of
both the Funds and Price Services (including Price Services' affiliates), and that the
existence of any such dual interest shall not affect the validity of this Agreement or of
any transactions hereunder except as otherwise provided by a specific provision of
applicable law.
H.
Documentation
As requested by Price Services, the Fund shall promptly furnish to Price Services the
following:
The
delivery of any such document for the purpose of any other agreement to which the Fund and
Price Services are or were parties shall be deemed to be delivery for the purposes of this
Agreement.
As requested by Price Services, the Fund will also furnish from time to time
the following documents:
Price
Services hereby agrees to establish and maintain facilities and procedures reasonably
acceptable to the Fund for safekeeping of stock certificates, check forms and facsimile
signature imprinting devices, if any; and for the preparation or use, and for keeping
account of, such certificates, forms and devices.
I.
References to Price Services
Each
Fund agrees not to circulate any printed matter which contains any reference to Price
Services without the prior approval of Price Services, excepting solely such printed
matter that merely identifies Price Services as agent of the Fund. The Fund will submit
printed matter requiring approval to Price Services in draft form, allowing sufficient
time for review by Price Services and its legal counsel prior to any deadline for
printing.
J.
Compliance with Governmental Rules and Regulations
Except as otherwise provided in the Agreement and except for the accuracy of information
furnished to the Fund by Price Services, each Fund assumes full responsibility for the
preparation, contents and distribution of its prospectuses and compliance with all
applicable requirements of the '40 Act, the '34 Act, the '33 Act, and any other laws, rules
and regulations of governmental authorities having jurisdiction over the Fund. Price
Services shall be responsible for complying with all laws, rules and regulations of
governmental authorities having jurisdiction over transfer agents and their activities and
cooperating with respect to examinations and requests from such governmental authorities.
K.
Ownership of Software and Related Material
All
computer programs, magnetic tapes, written procedures and similar items purchased and/or
developed and used by Price Services in performance of the Agreement shall be the property
of Price Services and will not become the property of the Fund.
L.
Quality Service Standards
Price
Services and the Fund may from time to time agree to certain quality service standards, as
well as incentives and penalties with respect to Price Services' hereunder.
M.
As Of Transactions
For
purposes of this Article M, the term
"Transaction"
shall mean any single or "related
transaction" (as defined below) involving the purchase or redemption of Shares (including
exchanges) that is processed at a time other than the time of the computation of the Fund's
net asset value per Share next computed after receipt of any such transaction order by
Price Services due to an act or omission of Price Services.
"As Of Processing"
refers to the
processing of these Transactions. All As Of Processing may only be performed in accordance
with the requirements of Rule 22c-1 of the '40 Act. Price Services is responsible for
monitoring As Of Transactions procedures that set forth the circumstances under which As
Of Transactions are permitted. If more than one Transaction (
"Related Transaction"
) in the
Fund is caused by or occurs as a result of the same act or omission, such transactions
shall be aggregated with other transactions in the Fund and be considered as one
Transaction.
Reporting
Price Services shall:
1. Utilize a system to identify all Transactions, and shall compute the net effect
of such Transactions upon the Fund on a daily, monthly and rolling 365-day basis.
The monthly and rolling 365-day periods are hereafter referred to as
"Cumulative."
2. Supply to the Fund, from time to time as mutually agreed upon, a report
summarizing the Transactions and the daily and Cumulative net effects of such
Transactions both in terms of aggregate dilution and loss (
"Dilution"
) or gain and
negative dilution (
"Gain"
) experienced by the Fund, and the impact such Gain or
Dilution has had upon the Fund's net asset value per Share.
3. With respect to any Transaction which causes Dilution to the Fund of $100,000 or
more, immediately provide the Fund: (i) a report identifying the Transaction and
the Dilution resulting therefrom, (ii) the reason such Transaction was processed
as described above, and (iii) the action that Price Services has or intends to
take to prevent the reoccurrence of such as of processing ("Report").
Liability
1. It will be the normal practice of the Funds not to hold Price Services liable
with respect to any Transaction that causes Dilution to any single Fund of less
than $25,000. Price Services will, however, closely monitor for each Fund the
daily and Cumulative Gain/Dilution that is caused by Transactions of less than
$25,000. When the Cumulative Dilution to any Fund exceeds 3/10 of 1% net asset
value per share, Price Services, in consultation with counsel to the Fund, will
make appropriate inquiry to determine whether it should take any remedial
action. Price Services will report to the Board of Directors/Trustees of the
Fund ("Board") any action it has taken.
2. Where a Transaction causes Dilution to a Fund equal to or greater than $25,000
(
"Significant Transaction"
), but less than $100,000, Price Services will review
with Counsel to the Fund the circumstances surrounding the underlying
Transaction to determine whether the Transaction was caused by or occurred as a
result of a negligent act or omission by Price Services. If it is determined
that the Dilution is the result of a negligent action or omission by Price
Services, Price Services and outside counsel for the Fund will negotiate
settlement. Significant Transactions equal to or greater than $25,000 will be
reported to the Audit Committee at least annually (unless the settlement fully
compensates the Fund for any Dilution). Any Significant Transaction, however,
causing Dilution in excess of the lesser of $100,000 or a penny per share will
be
promptly
reported to the Board and resolved at the next scheduled Board
Meeting. Settlement for Significant Transactions causing Dilution of $100 more
will not be entered into until approved by the Board. The factors to consider in
making any determination regarding the settlement of a Significant Transaction
would include but not be limited to:
3. In determining Price Services' liability with respect to a Significant
Transaction, an isolated error or omission will normally not be deemed to
constitute negligence when it is determined that:
If
an As Of Transaction is performed by an intermediary, which is designated by the Fund to
received orders for Fund Shares, Price Services shall cause such intermediary to promptly
reimburse the Fund for any Dilution caused by such As Of Transaction; provided, however,
Price Services shall not be obligated to seek reimbursement from such intermediary if the
Dilution is less than $100.
N.
Term and Termination of Agreement
O.
Notice
Any
notice as required by this Agreement shall be sufficiently given (i) when sent to an
authorized person of the other party at the address of such party set forth above or at
such other address as such party may from time to time specify in writing to the other
party; or (ii) as otherwise agreed upon by appropriate officers of the parties hereto.
P.
Assignment
Neither
this Agreement nor any rights or obligations hereunder may be assigned either voluntarily
or involuntarily, by operation of law or otherwise, by either party without the prior
written consent of the other party, provided this shall not preclude Price Services from
employing such agents and subcontractors as it deems appropriate to carry out its
obligations set forth hereunder.
Q.
Amendment/Interpretive Provisions
The
parties by mutual written agreement may amend this Agreement at any time. In addition, in
connection with the operation of this Agreement, Price Services and the Fund may agree
from time to time on such provisions interpretive of or in addition to the provisions of
this Agreement as may in their joint opinion be consistent with the general tenor of this
Agreement. Any such interpretive or additional provisions are to be signed by all parties
and annexed hereto, but no such provision shall contravene any applicable Federal or state
law or regulation and no such interpretive or additional provision shall be deemed to be
an amendment of this Agreement.
R.
Further Assurances
Each
party agrees to perform such further acts and execute such further documents as are
necessary to effectuate the purposes hereof.
S.
Maryland Law to Apply
This
Agreement shall be construed and the provisions thereof interpreted under and in
accordance with the laws of Maryland.
T.
Merger of Agreement
This
Agreement, including the attached Appendices and Schedules supersedes any prior agreement
with respect to the subject hereof, whether oral or written.
U.
Counterparts
This
Agreement may be executed by the parties hereto on any number of counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instruments.
V.
The Parties
All
references herein to "the Fund" are to each of the Funds listed on Appendix A individually,
as if this Agreement were between such individual Fund and Price Services. In the case of
a series Fund or trust, all references to "the Fund" are to the individual series or
portfolio of such Fund or trust, or to such Fund or trust on behalf of the individual
series or portfolio, as appropriate. The "Fund" also includes any T. Rowe Price Funds that
may be established after the execution of this Agreement. Any reference in this Agreement
to "the parties" shall mean Price Services and such other individual Fund as to which the
matter pertains.
W.
Directors, Trustees and Shareholders and Massachusetts Business Trust
It
is understood and is expressly stipulated that neither the holders of Shares in the Fund
nor any Directors or Trustees of the Fund shall be personally liable hereunder.
With
respect to any Fund which is a party to this Agreement and which is organized as a
Massachusetts business trust, the term "Fund" means and refers to the trustees from time to
time serving under the applicable trust agreement (Declaration of Trust) of such Trust as
the same may be amended from time to time. It is expressly agreed that the obligations of
any such Trust hereunder shall not be binding upon any of the trustees, shareholders,
nominees, officers, agents or employees of the Trust, personally, but bind only the trust
property of the Trust, as provided in the Declaration of Trust of the Trust. The execution
and delivery of this Agreement has been authorized by the trustees and signed by an
authorized officer of the Trust, acting as such, and neither such authorization by such
Trustees nor such execution and delivery by such officer shall be deemed to have been made
by any of them, but shall bind only the trust property of the Trust as provided in its
Declaration of Trust.
X.
Captions
The
captions in the Agreement are included for convenience of reference only and in no way
define or limit any of the provisions hereof or otherwise affect their construction or
effect.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their
names and on their behalf under their seals by and through their duly authorized officers.
T. ROWE PRICE SERVICES, INC. T. ROWE PRICE FUNDS
BY: /s/Wayne D. O'Melia BY: /s/Joseph A. Carrier
DATED: March 17, 2006 DATED: March 16, 2006
SCHEDULE 1
Price
Services agrees that it will perform services on behalf of the Funds in accordance with
procedures developed and maintained by Price Services, all applicable laws and the Fund's
then-current prospectus. Such services include, but are not limited to, the following:
- Establishing Shareholder Accounts
- Processing Purchase and Redemption Orders
- Receiving and Disbursing Settlement Proceeds
- Assessing and Remitting Redemption Fees
- Processing Checkwriting Redemptions
- Processing Exchange Orders
- Processing Transfer of Ownership Orders
- Processing Maintenance Requests on Shareholder Accounts
- Processing Adjustments in Shareholder Accounts
- Handling Returned Checks, ACH Debits and Uncollected Funds
- Processing Dividends, Distributions and Other Fund Corporate Actions for Shareholder Accounts
- Preparing and Filing Shareholder Tax Information
- Monitoring and Enforcing the Funds Excessive Trading Policy
- Performing Lost Shareholder Identification and Searches
- Reviewing, Reporting and Remitting Abandoned Property
- Responding to Shareholder Correspondence
- Reporting Lost or Stolen Securities
- Maintaining Telephone, VRU and Computer Services to Service Shareholder Accounts
- Performing Shareholder Services for High Net Worth Shareholders
- Collecting and Remitting Shareholder/Participant Fees
- Distributing and Tabulating Proxies
- Calculating and Paying Administrative Fee Payments
- Preparing and Delivering Confirmations, Statements and Tax Forms to Shareholders and Participants
- Delivering Prospectuses, Shareholder Reports and Other Required Mailings to Shareholders
- Maintaining Books and Records for the Fund
- Recording Authorized Issued and Outstanding Shares
- Coordinating with Independent Public Accountants for Reviews and Audits
- Maintaining and Providing Information Necessary for the Completion of Form NSAR & N-CSR
- Reporting Blue Sky Information to the Fund
- Furnishing Other Information to the Fund
- Performing Functions for Compliance with the Funds Anti-Money Laundering Program
- Performing Bank Reconciliation Process
- Performing Such Other Services as Mutually Agreed Upon by Both Parties
APPENDIX A
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. Rowe Price Blue Chip Growth Fund--Advisor Class
T. Rowe Price Blue Chip Growth Fund--R Class
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. Rowe Price Capital Appreciation Fund--Advisor Class
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. Rowe Price Capital Opportunity Fund--Advisor Class
T. Rowe Price Capital Opportunity Fund--R Class
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. Rowe Price Dividend Growth Fund--Advisor Class
T. ROWE PRICE EQUITY INCOME FUND
T. Rowe Price Equity Income Fund--Advisor Class
T. Rowe Price Equity Income Fund--R Class
T. ROWE PRICE EQUITY SERIES, INC.
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Blue Chip Growth Portfolio-II
T. Rowe Price Equity Income Portfolio
T. Rowe Price Equity Income Portfolio-II
T. Rowe Price Equity Index 500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Health Sciences Portfolio-II
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price Mid-Cap Growth Portfolio-II
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Limited-Term Bond Portfolio-II
T. Rowe Price Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. Rowe Price Growth Stock Fund--Advisor Class
T. Rowe Price Growth Stock Fund--R Class
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. Rowe Price High Yield Fund--Advisor Class
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Large-Cap Core Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Value Fund
T. Rowe Price Institutional Mid-Cap Equity Growth Fund
T. Rowe Price Institutional Small-Cap Stock Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T. Rowe Price Institutional Emerging Markets Equity Fund
T. Rowe Price Institutional Foreign Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Bond Fund
T. Rowe Price International Bond Fund--Advisor Class
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Growth & Income Fund--Advisor Class
T. Rowe Price International Growth & Income Fund--R Class
T. Rowe Price International Stock Fund
T. Rowe Price International Stock Fund--Advisor Class
T. Rowe Price International Stock Fund--R Class
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. Rowe Price Mid-Cap Growth Fund--Advisor Class
T. Rowe Price Mid-Cap Growth Fund--R Class
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. Rowe Price Mid-Cap Value Fund--Advisor Class
T. Rowe Price Mid-Cap Value Fund--R Class
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. Rowe Price New America Growth Fund--Advisor Class
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. Rowe Price New Income Fund--Advisor Class
T. Rowe Price New Income Fund--R Class
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. Rowe Price Real Estate Fund --Advisor Class
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T. Rowe Price Government Reserve Investment Fund
T. Rowe Price Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T. Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement 2010 Fund
T. Rowe Price Retirement 2010 Fund--Advisor Class
T. Rowe Price Retirement 2010 Fund--R Class
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T. Rowe Price Retirement 2020 Fund--Advisor Class
T. Rowe Price Retirement 2020 Fund--R Class
T. Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement 2030 Fund
T. Rowe Price Retirement 2030 Fund--Advisor Class
T. Rowe Price Retirement 2030 Fund--R Class
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T. Rowe Price Retirement 2040 Fund--Advisor Class
T. Rowe Price Retirement 2040 Fund--R Class
T. Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement Income Fund
T. Rowe Price Retirement Income Fund--Advisor Class
T. Rowe Price Retirement Income Fund--R Class
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. Rowe Price Science & Technology Fund--Advisor Class
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. Rowe Price Short-Term Bond Fund--Advisor Class
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. Rowe Price Small-Cap Stock Fund--Advisor Class
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. Rowe Price Small-Cap Value Fund--Advisor Class
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
Maryland Short-Term TaxFree Bond Fund
Maryland Tax-Free Bond Fund
Maryland Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Income Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Money Market Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. Rowe Price Tax-Free Income Fund--Advisor Class
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
T. Rowe Price Value Fund--Advisor Class
AMENDMENT NO. 1
TRANSFER AGENCY AND SERVICE AGREEMENT
Between
T. ROWE PRICE SERVICES, INC.
And
THE T. ROWE PRICE FUNDS
The Transfer Agency and Service
Agreement of January 1, 2006, between T. Rowe Price Services, Inc., and each of the
Parties listed on Appendix A thereto is hereby amended, as of February 7, 2006 by adding
thereto T. Rowe Price International Funds, Inc., on behalf of T.Rowe Price Global Stock
Fund--Advisor Class.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. Rowe Price Blue Chip Growth Fund--Advisor Class
T. Rowe Price Blue Chip Growth Fund--R Class
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. Rowe Price Capital Appreciation Fund--Advisor Class
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. Rowe Price Capital Opportunity Fund--Advisor Class
T. Rowe Price Capital Opportunity Fund--R Class
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. Rowe Price Dividend Growth Fund--Advisor Class
T. ROWE PRICE EQUITY INCOME FUND
T. Rowe Price Equity Income Fund--Advisor Class
T. Rowe Price Equity Income Fund--R Class
T. ROWE PRICE EQUITY SERIES, INC.
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Blue Chip Growth Portfolio-II
T. Rowe Price Equity Income Portfolio
T. Rowe Price Equity Income Portfolio-II
T. Rowe Price Equity Index 500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Health Sciences Portfolio-II
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price Mid-Cap Growth Portfolio-II
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Limited-Term Bond Portfolio-II
T. Rowe Price Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. Rowe Price Growth Stock Fund--Advisor Class
T. Rowe Price Growth Stock Fund--R Class
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. Rowe Price High Yield Fund--Advisor Class
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Large-Cap Core Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Value Fund
T. Rowe Price Institutional Mid-Cap Equity Growth Fund
T. Rowe Price Institutional Small-Cap Stock Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T. Rowe Price Institutional Emerging Markets Equity Fund
T. Rowe Price Institutional Foreign Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price Global Stock Fund--Advisor Class
T. Rowe Price International Bond Fund
T. Rowe Price International Bond Fund--Advisor Class
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Growth & Income Fund--Advisor Class
T. Rowe Price International Growth & Income Fund--R Class
T. Rowe Price International Stock Fund
T. Rowe Price International Stock Fund--Advisor Class
T. Rowe Price International Stock Fund--R Class
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. Rowe Price Mid-Cap Growth Fund--Advisor Class
T. Rowe Price Mid-Cap Growth Fund--R Class
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. Rowe Price Mid-Cap Value Fund--Advisor Class
T. Rowe Price Mid-Cap Value Fund--R Class
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. Rowe Price New America Growth Fund--Advisor Class
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. Rowe Price New Income Fund--Advisor Class
T. Rowe Price New Income Fund--R Class
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. Rowe Price Real Estate Fund--Advisor Class
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T. Rowe Price Government Reserve Investment Fund
T. Rowe Price Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T. Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement 2010 Fund
T. Rowe Price Retirement 2010 Fund--Advisor Class
T. Rowe Price Retirement 2010 Fund--R Class
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T. Rowe Price Retirement 2020 Fund--Advisor Class
T. Rowe Price Retirement 2020 Fund--R Class
T. Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement 2030 Fund
T. Rowe Price Retirement 2030 Fund--Advisor Class
T. Rowe Price Retirement 2030 Fund--R Class
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T. Rowe Price Retirement 2040 Fund--Advisor Class
T. Rowe Price Retirement 2040 Fund--R Class
T. Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement Income Fund
T. Rowe Price Retirement Income Fund--Advisor Class
T. Rowe Price Retirement Income Fund--R Class
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. Rowe Price Science & Technology Fund--Advisor Class
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. Rowe Price Short-Term Bond Fund--Advisor Class
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. Rowe Price Small-Cap Stock Fund--Advisor Class
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. Rowe Price Small-Cap Value Fund--Advisor Class
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
Maryland Short-Term TaxFree Bond Fund
Maryland Tax-Free Bond Fund
Maryland Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Income Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Money Market Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. Rowe Price Tax-Free Income Fund--Advisor Class
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
T. Rowe Price Value Fund--Advisor Class
Attest:
/s/ Patricia B. Lippert /s/ Joseph A. Carrier
Patricia B. Lippert By: Joseph A. Carrier
Secretary Treasurer
Attest: T. ROWE PRICE SERVICES, INC.
/s/ Barbara A. Van Horn /s/ Henry H. Hopkins
Barbara A. Van Horn By: Henry H. Hopkins
Secretary Vice President
AMENDMENT NO. 2
TRANSFER AGENCY AND SERVICE AGREEMENT
Between
T. ROWE PRICE SERVICES, INC.
And
THE T. ROWE PRICE FUNDS
The Transfer Agency and Service
Agreement of January 1, 2006, between T. Rowe Price Services, Inc., and each of the
Parties listed on Appendix A thereto is hereby amended, as of February 7, 2006 and April
19, 2006, by adding thereto T. Rowe Price Institutional International Funds, Inc., on
behalf of T.Rowe Price Institutional Global Equity Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. Rowe Price Blue Chip Growth Fund--Advisor Class
T. Rowe Price Blue Chip Growth Fund--R Class
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. Rowe Price Capital Appreciation Fund--Advisor Class
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. Rowe Price Capital Opportunity Fund--Advisor Class
T. Rowe Price Capital Opportunity Fund--R Class
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. Rowe Price Dividend Growth Fund--Advisor Class
T. ROWE PRICE EQUITY INCOME FUND
T. Rowe Price Equity Income Fund--Advisor Class
T. Rowe Price Equity Income Fund--R Class
T. ROWE PRICE EQUITY SERIES, INC.
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Blue Chip Growth Portfolio-II
T. Rowe Price Equity Income Portfolio
T. Rowe Price Equity Income Portfolio-II
T. Rowe Price Equity Index 500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Health Sciences Portfolio-II
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price Mid-Cap Growth Portfolio-II
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Limited-Term Bond Portfolio-II
T. Rowe Price Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. Rowe Price Growth Stock Fund--Advisor Class
T. Rowe Price Growth Stock Fund--R Class
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. Rowe Price High Yield Fund--Advisor Class
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Large-Cap Core Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Value Fund
T. Rowe Price Institutional Mid-Cap Equity Growth Fund
T. Rowe Price Institutional Small-Cap Stock Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T. Rowe Price Institutional Emerging Markets Equity Fund
T. Rowe Price Institutional Foreign Equity Fund
T. Rowe Price Institutional Global Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price Global Stock Fund--Advisor Class
T. Rowe Price International Bond Fund
T. Rowe Price International Bond Fund--Advisor Class
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Growth & Income Fund--Advisor Class
T. Rowe Price International Growth & Income Fund--R Class
T. Rowe Price International Stock Fund
T. Rowe Price International Stock Fund--Advisor Class
T. Rowe Price International Stock Fund--R Class
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. Rowe Price Mid-Cap Growth Fund--Advisor Class
T. Rowe Price Mid-Cap Growth Fund--R Class
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. Rowe Price Mid-Cap Value Fund--Advisor Class
T. Rowe Price Mid-Cap Value Fund--R Class
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. Rowe Price New America Growth Fund--Advisor Class
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. Rowe Price New Income Fund--Advisor Class
T. Rowe Price New Income Fund--R Class
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. Rowe Price Real Estate Fund--Advisor Class
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T. Rowe Price Government Reserve Investment Fund
T. Rowe Price Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T. Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement 2010 Fund
T. Rowe Price Retirement 2010 Fund--Advisor Class
T. Rowe Price Retirement 2010 Fund--R Class
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T. Rowe Price Retirement 2020 Fund--Advisor Class
T. Rowe Price Retirement 2020 Fund--R Class
T. Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement 2030 Fund
T. Rowe Price Retirement 2030 Fund--Advisor Class
T. Rowe Price Retirement 2030 Fund--R Class
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T. Rowe Price Retirement 2040 Fund--Advisor Class
T. Rowe Price Retirement 2040 Fund--R Class
T. Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement Income Fund
T. Rowe Price Retirement Income Fund--Advisor Class
T. Rowe Price Retirement Income Fund--R Class
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. Rowe Price Science & Technology Fund--Advisor Class
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. Rowe Price Short-Term Bond Fund--Advisor Class
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. Rowe Price Small-Cap Stock Fund--Advisor Class
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. Rowe Price Small-Cap Value Fund--Advisor Class
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
Maryland Short-Term TaxFree Bond Fund
Maryland Tax-Free Bond Fund
Maryland Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Income Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Money Market Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. Rowe Price Tax-Free Income Fund--Advisor Class
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
T. Rowe Price Value Fund--Advisor Class
Attest:
/s/ Patricia B. Lippert /s/ Joseph A. Carrier
Patricia B. Lippert By: Joseph A. Carrier
Secretary Treasurer
Attest: T. ROWE PRICE SERVICES, INC.
/s/ Barbara A. Van Horn /s/ Henry H. Hopkins
Barbara A. Van Horn By: Henry H. Hopkins
Secretary Vice President
AMENDMENT NO. 3
TRANSFER AGENCY AND SERVICE AGREEMENT
Between
T. ROWE PRICE SERVICES, INC.
And
THE T. ROWE PRICE FUNDS
The Transfer Agency and Service Agreement of January 1, 2006, between T. Rowe Price
Services, Inc., and each of the Parties listed on Appendix A thereto is hereby amended, as
of February 7, 2006, April 19, 2006, and 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 Blue Chip Growth Fund--Advisor Class
T. Rowe Price Blue Chip Growth Fund--R Class
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. Rowe Price Capital Appreciation Fund--Advisor Class
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. Rowe Price Capital Opportunity Fund--Advisor Class
T. Rowe Price Capital Opportunity Fund--R Class
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. Rowe Price Dividend Growth Fund--Advisor Class
T. ROWE PRICE EQUITY INCOME FUND
T. Rowe Price Equity Income Fund--Advisor Class
T. Rowe Price Equity Income Fund--R Class
T. ROWE PRICE EQUITY SERIES, INC.
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Blue Chip Growth Portfolio-II
T. Rowe Price Equity Income Portfolio
T. Rowe Price Equity Income Portfolio-II
T. Rowe Price Equity Index 500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Health Sciences Portfolio-II
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price Mid-Cap Growth Portfolio-II
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Limited-Term Bond Portfolio-II
T. Rowe Price Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. Rowe Price Growth Stock Fund--Advisor Class
T. Rowe Price Growth Stock Fund--R Class
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. Rowe Price High Yield Fund--Advisor Class
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional 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 Equity Fund
T. Rowe Price Institutional Foreign Equity Fund
T. Rowe Price Institutional Global Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price Global Stock Fund--Advisor Class
T. Rowe Price International Bond Fund
T. Rowe Price International Bond Fund--Advisor Class
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Growth & Income Fund--Advisor Class
T. Rowe Price International Growth & Income Fund--R Class
T. Rowe Price International Stock Fund
T. Rowe Price International Stock Fund--Advisor Class
T. Rowe Price International Stock Fund--R Class
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. Rowe Price Mid-Cap Growth Fund--Advisor Class
T. Rowe Price Mid-Cap Growth Fund--R Class
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. Rowe Price Mid-Cap Value Fund--Advisor Class
T. Rowe Price Mid-Cap Value Fund--R Class
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. Rowe Price New America Growth Fund--Advisor Class
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. Rowe Price New Income Fund--Advisor Class
T. Rowe Price New Income Fund--R Class
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. Rowe Price Real Estate Fund--Advisor Class
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T. Rowe Price Government Reserve Investment Fund
T. Rowe Price Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T. Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement 2010 Fund
T. Rowe Price Retirement 2010 Fund--Advisor Class
T. Rowe Price Retirement 2010 Fund--R Class
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T. Rowe Price Retirement 2020 Fund--Advisor Class
T. Rowe Price Retirement 2020 Fund--R Class
T. Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement 2030 Fund
T. Rowe Price Retirement 2030 Fund--Advisor Class
T. Rowe Price Retirement 2030 Fund--R Class
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T. Rowe Price Retirement 2040 Fund--Advisor Class
T. Rowe Price Retirement 2040 Fund--R Class
T. Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement Income Fund
T. Rowe Price Retirement Income Fund--Advisor Class
T. Rowe Price Retirement Income Fund--R Class
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. Rowe Price Science & Technology Fund--Advisor Class
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. Rowe Price Short-Term Bond Fund--Advisor Class
T. ROWE PRICE 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 SMALL-CAP VALUE FUND, INC.
T. Rowe Price Small-Cap Value Fund--Advisor Class
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
Maryland Short-Term 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 SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Income Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Money Market Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. Rowe Price Tax-Free Income Fund--Advisor Class
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
T. Rowe Price Value Fund--Advisor Class
Attest:
/s/ Patricia B. Lippert /s/ Joseph A. Carrier
____________________ ____________________
Patricia B. Lippert By: Joseph A. Carrier
Secretary Treasurer
Attest: T. ROWE PRICE SERVICES, INC.
/s/ Barbara A. Van Horn /s/ Henry H. Hopkins
____________________ ____________________
Barbara A. Van Horn By: Henry H. Hopkins
Secretary Vice President
AMENDMENT NO. 4
TRANSFER AGENCY AND SERVICE AGREEMENT
Between
T. ROWE PRICE SERVICES, INC.
And
THE T. ROWE PRICE FUNDS
The Transfer Agency and Service Agreement of January 1, 2006, between T. Rowe Price Services, Inc., and each
of the Parties listed on Appendix A thereto is hereby amended, as of February 7, 2006, April 19, 2006,
July 19, 2006, and 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, T. Rowe Price Retirement 2050 Fund--Advisor Class, T. Rowe
Price Retirement 2050 Fund--R Class, and T. Rowe Price Retirement 2055 Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. Rowe Price Blue Chip Growth Fund--Advisor Class
T. Rowe Price Blue Chip Growth Fund--R Class
T. ROWE PRICE State CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. Rowe Price Capital Appreciation Fund--Advisor Class
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. Rowe Price Capital Opportunity Fund--Advisor Class
T. Rowe Price Capital Opportunity Fund--R Class
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. Rowe Price Dividend Growth Fund--Advisor Class
T. ROWE PRICE EQUITY INCOME FUND
T. Rowe Price Equity Income Fund--Advisor Class
T. Rowe Price Equity Income Fund--R Class
T. ROWE PRICE EQUITY SERIES, INC.
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Blue Chip Growth Portfolio-II
T. Rowe Price Equity Income Portfolio
T. Rowe Price Equity Income Portfolio-II
T. Rowe Price Equity Index 500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Health Sciences Portfolio-II
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price Mid-Cap Growth Portfolio-II
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Limited-Term Bond Portfolio-II
T. Rowe Price Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. Rowe Price Growth Stock Fund--Advisor Class
T. Rowe Price Growth Stock Fund--R Class
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. Rowe Price High Yield Fund--Advisor Class
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional 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 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 Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price Global Stock Fund--Advisor Class
T. Rowe Price International Bond Fund
T. Rowe Price International Bond Fund--Advisor Class
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Growth & Income Fund--Advisor Class
T. Rowe Price International Growth & Income Fund--R Class
T. Rowe Price International Stock Fund
T. Rowe Price International Stock Fund--Advisor Class
T. Rowe Price International Stock Fund--R Class
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. Rowe Price Overseas Stock Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. Rowe Price Mid-Cap Growth Fund--Advisor Class
T. Rowe Price Mid-Cap Growth Fund--R Class
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. Rowe Price Mid-Cap Value Fund--Advisor Class
T. Rowe Price Mid-Cap Value Fund--R Class
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. Rowe Price New America Growth Fund--Advisor Class
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. Rowe Price New Income Fund--Advisor Class
T. Rowe Price New Income Fund--R Class
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. Rowe Price Real Estate Fund--Advisor Class
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T. Rowe Price Government Reserve Investment Fund
T. Rowe Price Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T. Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement 2010 Fund
T. Rowe Price Retirement 2010 Fund--Advisor Class
T. Rowe Price Retirement 2010 Fund--R Class
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T. Rowe Price Retirement 2020 Fund--Advisor Class
T. Rowe Price Retirement 2020 Fund--R Class
T. Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement 2030 Fund
T. Rowe Price Retirement 2030 Fund--Advisor Class
T. Rowe Price Retirement 2030 Fund--R Class
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T. Rowe Price Retirement 2040 Fund--Advisor Class
T. Rowe Price Retirement 2040 Fund--R Class
T. Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement 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 Income Fund
T. Rowe Price Retirement Income Fund--Advisor Class
T. Rowe Price Retirement Income Fund--R Class
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. Rowe Price Science & Technology Fund--Advisor Class
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. Rowe Price Short-Term Bond Fund--Advisor Class
T. ROWE PRICE 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 SMALL-CAP VALUE FUND, INC.
T. Rowe Price Small-Cap Value Fund--Advisor Class
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
Maryland Short-Term 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 SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Income Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Money Market Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. Rowe Price Tax-Free Income Fund--Advisor Class
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
T. Rowe Price Value Fund--Advisor Class
Attest:
/s/ Patricia B. Lippert /s/ Joseph A. Carrier
____________________ ____________________
Patricia B. Lippert By: Joseph A. Carrier
Secretary Treasurer
Attest: T. ROWE PRICE SERVICES, INC.
/s/ Barbara A. Van Horn /s/ Henry H. Hopkins
____________________ ____________________
Barbara A. Van Horn By: Henry H. Hopkins
Secretary Vice President
AGREEMENT
between
T. ROWE PRICE ASSOCIATES, INC.
and
THE T. ROWE PRICE FUNDS
for
FUND ACCOUNTING SERVICES
TABLE OF 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 8
Article L Term and Termination of Agreement 8
Article M Notice 8
Article N Assignment 8
Article O Amendment/Interpretive Provisions 9
Article P Further Assurances 9
Article Q Maryland Law to Apply 9
Article R Merger of Agreement 9
Article S Counterparts 9
Article T The Parties 10
Article U Directors, Trustee and Shareholders and Massachusetts Business Trust 10
Article V Captions 11
i
AGREEMENT made as of thefirstday of January, 2006, by and between T. ROWE PRICE ASSOCIATES,
INC., a Maryland corporation having its principal office and place of business at 100East Pratt
Street, Baltimore, Maryland 21202 (
"Price Associates"
), and each Fund which is listed on
Appendix A (as such Appendix may be amended from time to time) and which evidences its
agreement to be bound hereby by executing a copy of this Agreement (each such Fund
individually hereinafter referred to as
"the Fund"
, whose definition may be found in
Article T);
WHEREAS, Price Associates has the capability of providing the Funds with
certain accounting services (
"Accounting Services"
);
WHEREAS, the Fund desires to appoint Price Associates to provide these Accounting Services
and Price Associates desires to accept such appointment;
WHEREAS, Price Associates may subcontract or jointly contract with other parties,
on behalf of the Funds to perform certain of the functions and services described herein;
WHEREAS, the Board of Directors/Trustees of the Fund (the
"Board"
) has authorized
the Fund to utilize various pricing services for the purpose of providing to Price Associates securities
prices for the calculation of the Fund's net asset value.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
A.
Terms of Appointment/Duties of Price Associates
Subject to the terms and conditions set forth in this Agreement, the Fund hereby employs and
appoints Price Associates to provide, and Price Associates agrees to provide, the
following Accounting Services:
1. Maintain for each Fund a daily trial balance, a general ledger, subsidiary records
and capital stock accounts;
2. Maintain for each Fund an investment ledger, including amortized bond, 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;
4. Provide for the daily valuation of each Fund's portfolio securities and the
computation of each Fund's daily net asset value per share (
"NAV"
). Such daily
valuations shall be made in accordance with the valuation policies established
by each of the Fund's Board including, but not limited to, the utilization
of such pricing valuation sources and/or pricing services as determined by the
Boards.
Price Associates shall have no liability for any losses or damages incurred by the Fund as a
result of erroneous portfolio security evaluations provided by such designated sources
and/or pricing services; provided that, Price Associates reasonably believes the prices
are accurate, has adhered to its normal verification control procedures, and has otherwise
met the standard of care as set forth in Article G of this Agreement;
5. Provide daily cash flow and transaction status information to each Fund's adviser;
6. Authorize the payment of Fund expenses, either through instruction of custodial
bank or utilization of custodian's automated transfer system;
7. Prepare for each Fund such financial information that is reasonably necessary for shareholder
reports, reports to the Board 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;
8. Provide each Fund with such advice that may be reasonably necessary to properly account for all financial
transactions and to maintain the Fund's accounting procedures and records
so as to insure compliance with generally accepted accounting and tax practices
and rules;
9. Maintain for each Fund all records that may be reasonably required in connection with the
audit performed by each Fund's independent accountant, the SEC, the IRS or such other Federal or state regulatory agencies;
and
10. Cooperate with each Fund's independent public accountants and take all
reasonable action in the performance of its obligations under the Agreement to
assure that the necessary information is made available to such accountants for
the expression of their opinion without any qualification as to the scope of
their examination including, but not limited to, their opinion included in each
such Fund's annual report on Form N-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.
B.
Fees and Expenses
For the accounting services performed hereunder, the Fund shall pay the fees and expenses as
mutually agreed upon by both parties.
C.
Representations and Warrantees of Price Associates
Price Associates represents and warrants to the Fund that:
1. It is a corporation duly organized and existing in good standing under the laws
of Maryland.
2. It is duly qualified to carry on its business in Maryland.
3. It is empowered under applicable laws and by its charter and By-Laws to enter into
and perform this Agreement.
4. All requisite corporate proceedings have been
taken to authorize it to enter into and perform this Agreement.
5. It has, and will continue to have, access to the necessary facilities, equipment
and personnel to perform its duties and obligations under this Agreement.
D.
Representations and Warranties of the Fund
The Fund represents and warrants to Price Associates that:
1. It is a corporation or business trust, as the case may be, duly organized and
existing and in good standing under the laws of Maryland or Massachusetts, as
the case may be.
2. It is empowered under applicable laws and by its Articles of Incorporation or
Declaration of Trust, as the case may be, and By-Laws and all required
proceedings have been taken to authorize it to enter into and perform this
Agreement.
E.
Ownership of Software and Related Material
All computer programs, magnetic tapes, written procedures, and similar items purchased and/or
developed and used by Price Associates in performance of this Agreement shall be the
property of Price Associates and will not become the property of the Funds.
F.
Quality Service Standards
Price Associates and the Fund may, from time to time, agree to certain quality service
standards, with respect to Price Associates' services hereunder.
G.
Standard of Care/Indemnification
Notwithstanding anything to the contrary in this Agreement:
1. Where an NAV error results in loss or dilution to a Fund of less than $10,000,
the determination of liability for the error will be made by Price Associates.
Where an NAV error results in loss or dilution to a Fund of $10,000 or more but
less than $100,000, liability for the error will be resolved through
negotiations between Fund Counsel and Price Associates. Where an NAV error
results in loss or dilution to a Fund of the lesser of 1/2 of 1% of NAV or
$100,000 or more, the error will be promptly reported to the Board (unless the
Fund is fully compensated for the loss or dilution), provided that final
settlement with respect to such errors will not be made until approved by the
Board. 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:
It is understood that Price Associates is not obligated to have in place separate procedures
to prevent each and every conceivable type of error or omission. The term "appropriate
procedures and adequate system of internal controls" shall mean procedures and controls
reasonably designed to prevent and detect errors and omissions. In determining the
reasonableness of such procedures and controls, weight will be given to such factors as
are appropriate, including the prior occurrence of any similar errors or omissions when
such procedures and controls were in place and fund accounting industry standards in place
at the time of the error.
2. The Fund shall indemnify and hold Price Associates harmless from and against
all losses, costs, damages, claims, actions, and expenses, including reasonable
expenses for legal counsel, incurred by Price Associates resulting from: (i) any
action or omission by Price Associates or its agents or subcontractors in the
performance of their duties hereunder; (ii) Price Associates acting upon
instructions believed by it to have been executed by a duly authorized officer
of the Fund; or (iii) Price Associates acting upon information provided by the
Fund in form and under policies agreed to by Price Associates and the Fund.
Price Associates shall not be entitled to such indemnification in respect of
actions or omissions constituting negligence or willful misconduct of Price
Associates or where Price Associates has not exercised reasonable care in
selecting or monitoring the performance of its agents or subcontractors.
3. Price Associates shall indemnify and hold harmless the Fund from all losses,
costs, damages, claims, actions and expenses, including reasonable expenses for
legal counsel, incurred by the Fund resulting from the negligence or willful
misconduct of Price Associates or which result from Price Associates' failure to
exercise reasonable care in selecting or monitoring the performance of its
agents or subcontractors. The Fund shall not be entitled to such indemnification
with respect to actions or omissions constituting negligence or willful
misconduct of such Fund or its agents or subcontractors; unless such negligence
or misconduct is attributable to Price Associates.
4. In the event either party
is unable to perform its obligations under the terms of this Agreement because
of acts of God, strikes or other causes reasonably beyond its control, such
party shall not be liable to the other party for any loss, cost, damage, claim,
action or expense resulting from such failure to perform or otherwise from such
causes.
5. In order that the indemnification provisions contained in this Article G shall
apply, upon the assertion of a claim for which either party may be required to
indemnify the other, the party seeking indemnification shall promptly notify the
other party of such assertion, and shall keep the other party advised with
respect to all developments concerning such claim. The party who may be required
to indemnify shall have the option to participate with the party seeking
indemnification in the defense of such claim, or to defend against said claim in
its own name or in the name of the other party. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
6. Neither party to this Agreement shall be
liable to the other party for consequential damages under any provision of this
Agreement.
H.
Dual Interests
It is understood that some person or persons may be directors, officers, or shareholders of
both the Fund and Price Associates (including Price Associates' affiliates), and that the
existence of any such dual interest shall not affect the validity of this Agreement or of
any transactions hereunder except as otherwise provided by a specific provision of
applicable law.
I.
Documentation
As requested by Price Associates, the Fund shall promptly furnish to Price Associates such
documents as it may reasonably request and as are necessary for Price Associates to carry
out its responsibilities hereunder.
J.
Recordkeeping/Confidentiality
1. Price Associates shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable, provided that Price
Associates shall keep all records in such form and in such manner as required by
applicable law, including the Investment Company Act of 1940 (
"the '40 Act"
) and
the Securities Exchange Act of 1934 (
"the '34 Act"
).
2. Price Associates and the Fund agree that all books, records, information and
data pertaining to the business of the other party which are exchanged or
received pursuant to the negotiation or the carrying out of this Agreement shall
remain confidential, and shall not be voluntarily disclosed to any other person,
except: (a)after prior notification to and approval in writing by the other
party hereto, which approval shall not be unreasonably withheld and may not be
withheld where Price Associates or Fund may be exposed to civil or criminal
contempt proceedings for failure to comply; (b) when requested to divulge such
information by duly constituted governmental authorities; or (c) after so
requested by the other party hereto.
K.
Compliance with Governmental Rules and Regulations
Except as otherwise provided in the Agreement and except for the accuracy of information
furnished to the Funds by Price Associates, each Fund assumes full responsibility for the
preparation, contents and distribution of its prospectuses, and for complying with all
applicable requirements of the Act, the '34 Act, the Securities Act of 1933 (
"the '33 Act"
),
and any laws, rules and regulations of governmental authorities having jurisdiction over
the Funds.
L.
Term and Termination of Agreement
1. This Agreement shall run for a period of one (1) year from the date first
written above and will be renewed from year to year thereafter unless terminated
by either party as provided hereunder.
2. This Agreement may be terminated by the Fund upon sixty (60) days' written notice to Price Associates; and by Price
Associates, upon three hundred sixty-five (365) days' written notice to the Fund.
3. Upon termination hereof, the Fund shall pay to Price Associates such
compensation as may be due as of the date of such termination, and shall
likewise reimburse for out-of-pocket expenses related to its services hereunder.
M.
Notice
Any notice as required by this Agreement shall be sufficiently given (i) when sent to an
authorized person of the other party at the address of such party set forth above or at
such other address as such party may from time to time specify in writing to the other
party; or (ii) as otherwise agreed upon by appropriate officers of the parties hereto.
N.
Assignment
Neither this Agreement nor any rights or obligations hereunder may be assigned either voluntarily
or involuntarily, by operation of law or otherwise, by either party without the prior
written consent of the other party, provided this shall not preclude Price Associates from
employing such agents and subcontractors as it deems appropriate to carry out its
obligations set forth hereunder.
O.
Amendment/Interpretive Provisions
The parties by mutual written agreement may amend this Agreement at any time. In addition, in
connection with the operation of this Agreement, Price Associates and the Fund may agree
from time to time on such provisions interpretive of or in addition to the provisions of
this Agreement as may in their joint opinion be consistent with the general tenor of this
Agreement. Any such interpretive or additional provisions are to be signed by all parties
and annexed hereto, but no such provision shall contravene any applicable Federal or state
law or regulation and no such interpretive or additional provision shall be deemed to be
an amendment of this Agreement.
P.
Further Assurances
Each party agrees to perform such further acts and execute such further documents as are
necessary to effectuate the purposes hereof.
Q.
Maryland Law to Apply
This Agreement shall be construed and the provisions thereof interpreted under and in
accordance with the laws of Maryland.
R.
Merger of Agreement
This Agreement, including the attached Appendix and Schedule supersedes any prior agreement
with respect to the subject hereof, whether oral or written.
S.
Counterparts
This Agreement may be executed by the parties hereto on any number of counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instruments.
T.
The Parties
All references herein to "the Fund" are to each of the Funds listed on Appendix A
individually or any class thereof, as if this Agreement were between such individual Fund
and Price Associates. In the case of a series Fund or trust, all references to "the Fund"
are to the individual series or portfolio of such Fund or trust, or to such Fund or trust
on behalf of the individual series or portfolio, as appropriate. The "Fund" also includes
any T. Rowe Price Funds that may be established after the execution of this Agreement. Any
reference in this Agreement to "the parties" shall mean Price Associates and such other
individual Fund as to which the matter pertains.
U.
Directors, Trustees and Shareholders and Massachusetts Business Trust
It is understood and is expressly stipulated that neither the holders of shares in the Fund
nor any Directors or Trustees of the Fund shall be personally liable hereunder.
With respect to any Fund which is a party to this Agreement and which is organized as a
Massachusetts business trust, the term "Fund" means and refers to the trustees from time to
time serving under the applicable trust agreement (Declaration of Trust) of such Trust as
the same may be amended from time to time. It is expressly agreed that the obligations of
any such Trust hereunder shall not be binding upon any of the trustees, shareholders,
nominees, officers, agents or employees of the Trust, personally, but bind only the trust
property of the Trust, as provided in the Declaration of Trust of the Trust. The execution
and delivery of this Agreement has been authorized by the trustees and signed by an
authorized officer of the Trust, acting as such, and neither such authorization by such
Trustees nor such execution and delivery by such officer shall be deemed to have been made
by any of them, but shall bind only the trust property of the Trust as provided in its
Declaration of Trust.
V.
Captions
The captions in the Agreement are included for convenience of reference only and in no way
define or limit any of the provisions hereof or otherwise affect their construction or
effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf under their seals by and through their duly authorized
officers.
T. ROWE PRICE ASSOCIATES, INC. T. ROWE PRICE FUNDS
BY:/s/Henry H. Hopkins BY:/s/Joseph A. Carrier
DATED: March 16, 2006 DATED: March 16, 2006
APPENDIX A
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. Rowe Price Blue Chip Growth Fund--Advisor Class
T. Rowe Price Blue Chip Growth Fund--R Class
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. Rowe Price Capital Appreciation Fund--Advisor Class
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. Rowe Price Capital Opportunity Fund--Advisor Class
T. Rowe Price Capital Opportunity Fund--R Class
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. Rowe Price Dividend Growth Fund--Advisor Class
T. ROWE PRICE EQUITY INCOME FUND
T. Rowe Price Equity Income Fund--Advisor Class
T. Rowe Price Equity Income Fund--R Class
T. ROWE PRICE EQUITY SERIES, INC.
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Blue Chip Growth Portfolio-II
T. Rowe Price Equity Income Portfolio
T. Rowe Price Equity Income Portfolio-II
T. Rowe Price Equity Index 500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Health Sciences Portfolio-II
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price Mid-Cap Growth Portfolio-II
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Limited-Term Bond Portfolio-II
T. Rowe Price Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. Rowe Price Growth Stock Fund--Advisor Class
T. Rowe Price Growth Stock Fund--R Class
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. Rowe Price High Yield Fund--Advisor Class
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Large-Cap Core Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Value Fund
T. Rowe Price Institutional Mid-Cap Equity Growth Fund
T. Rowe Price Institutional Small-Cap Stock Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T. Rowe Price Institutional Emerging Markets Equity Fund
T. Rowe Price Institutional Foreign Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Bond Fund
T. Rowe Price International Bond Fund--Advisor Class
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Growth & Income Fund--Advisor Class
T. Rowe Price International Growth & Income Fund--R Class
T. Rowe Price International Stock Fund
T. Rowe Price International Stock Fund--Advisor Class
T. Rowe Price International Stock Fund--R Class
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. Rowe Price Mid-Cap Growth Fund--Advisor Class
T. Rowe Price Mid-Cap Growth Fund--R Class
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. Rowe Price Mid-Cap Value Fund--Advisor Class
T. Rowe Price Mid-Cap Value Fund--R Class
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. Rowe Price New America Growth Fund--Advisor Class
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. Rowe Price New Income Fund--Advisor Class
T. Rowe Price New Income Fund--R Class
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. Rowe Price Real Estate Fund --Advisor Class
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T. Rowe Price Government Reserve Investment Fund
T. Rowe Price Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T. Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement 2010 Fund
T. Rowe Price Retirement 2010 Fund--Advisor Class
T. Rowe Price Retirement 2010 Fund--R Class
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T. Rowe Price Retirement 2020 Fund--Advisor Class
T. Rowe Price Retirement 2020 Fund--R Class
T. Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement 2030 Fund
T. Rowe Price Retirement 2030 Fund--Advisor Class
T. Rowe Price Retirement 2030 Fund--R Class
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T. Rowe Price Retirement 2040 Fund--Advisor Class
T. Rowe Price Retirement 2040 Fund--R Class
T. Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement Income Fund
T. Rowe Price Retirement Income Fund--Advisor Class
T. Rowe Price Retirement Income Fund--R Class
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. Rowe Price Science & Technology Fund--Advisor Class
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. Rowe Price Short-Term Bond Fund--Advisor Class
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. Rowe Price Small-Cap Stock Fund--Advisor Class
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. Rowe Price Small-Cap Value Fund--Advisor Class
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
Maryland Short-Term TaxFree Bond Fund
Maryland Tax-Free Bond Fund
Maryland Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Income Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Money Market Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. Rowe Price Tax-Free Income Fund--Advisor Class
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
T. Rowe Price Value Fund--Advisor Class
AMENDMENT NO. 1
AGREEMENT
between
T. ROWE PRICE ASSOCIATES, INC.
and
THE T. ROWE PRICE FUNDS
for
FUND ACCOUNTING SERVICES
The Agreement for Fund Accounting
Services of January 1, 2006, between T. Rowe Price Associates, Inc. and each of the
Parties listed on Appendix A thereto is hereby amended, as of February 7, 2006, by adding
thereto T.Rowe Price International Funds, Inc., on behalf of T.Rowe Price Global Stock
Fund--Advisor Class.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. Rowe Price Blue Chip Growth Fund--Advisor Class
T. Rowe Price Blue Chip Growth Fund--R Class
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. Rowe Price Capital Appreciation Fund--Advisor Class
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. Rowe Price Capital Opportunity Fund--Advisor Class
T. Rowe Price Capital Opportunity Fund--R Class
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. Rowe Price Dividend Growth Fund--Advisor Class
T. ROWE PRICE EQUITY INCOME FUND
T. Rowe Price Equity Income Fund--Advisor Class
T. Rowe Price Equity Income Fund--R Class
T. ROWE PRICE EQUITY SERIES, INC.
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Blue Chip Growth Portfolio-II
T. Rowe Price Equity Income Portfolio
T. Rowe Price Equity Income Portfolio-II
T. Rowe Price Equity Index 500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Health Sciences Portfolio-II
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price Mid-Cap Growth Portfolio-II
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Limited-Term Bond Portfolio-II
T. Rowe Price Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. Rowe Price Growth Stock Fund--Advisor Class
T. Rowe Price Growth Stock Fund--R Class
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. Rowe Price High Yield Fund--Advisor Class
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Large-Cap Core Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Value Fund
T. Rowe Price Institutional Mid-Cap Equity Growth Fund
T. Rowe Price Institutional Small-Cap Stock Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T. Rowe Price Institutional Emerging Markets Equity Fund
T. Rowe Price Institutional Foreign Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price Global Stock Fund--Advisor Class
T. Rowe Price International Bond Fund
T. Rowe Price International Bond Fund--Advisor Class
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Growth & Income Fund--Advisor Class
T. Rowe Price International Growth & Income Fund--R Class
T. Rowe Price International Stock Fund
T. Rowe Price International Stock Fund--Advisor Class
T. Rowe Price International Stock Fund--R Class
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. Rowe Price Mid-Cap Growth Fund--Advisor Class
T. Rowe Price Mid-Cap Growth Fund--R Class
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. Rowe Price Mid-Cap Value Fund--Advisor Class
T. Rowe Price Mid-Cap Value Fund--R Class
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. Rowe Price New America Growth Fund--Advisor Class
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. Rowe Price New Income Fund--Advisor Class
T. Rowe Price New Income Fund--R Class
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. Rowe Price Real Estate Fund--Advisor Class
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T. Rowe Price Government Reserve Investment Fund
T. Rowe Price Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T. Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement 2010 Fund
T. Rowe Price Retirement 2010 Fund--Advisor Class
T. Rowe Price Retirement 2010 Fund--R Class
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T. Rowe Price Retirement 2020 Fund--Advisor Class
T. Rowe Price Retirement 2020 Fund--R Class
T. Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement 2030 Fund
T. Rowe Price Retirement 2030 Fund--Advisor Class
T. Rowe Price Retirement 2030 Fund--R Class
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T. Rowe Price Retirement 2040 Fund--Advisor Class
T. Rowe Price Retirement 2040 Fund--R Class
T. Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement Income Fund
T. Rowe Price Retirement Income Fund--Advisor Class
T. Rowe Price Retirement Income Fund--R Class
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. Rowe Price Science & Technology Fund--Advisor Class
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. Rowe Price Short-Term Bond Fund--Advisor Class
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. Rowe Price Small-Cap Stock Fund--Advisor Class
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. Rowe Price Small-Cap Value Fund--Advisor Class
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
Maryland Short-Term TaxFree Bond Fund
Maryland Tax-Free Bond Fund
Maryland Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Income Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Money Market Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. Rowe Price Tax-Free Income Fund--Advisor Class
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
T. Rowe Price Value Fund--Advisor Class
Attest:
/s/Patricia B. Lippert /s/Joseph A. Carrier
Patricia B. Lippert By: Joseph A. Carrier
Secretary Treasurer
Attest: T. ROWE PRICE ASSOCIATES, INC.
/s/Barbara A. Van Horn /s/Henry H. Hopkins
Barbara A. Van Horn By: Henry H. Hopkins
Secretary Vice President
AMENDMENT NO. 2
AGREEMENT
between
T. ROWE PRICE ASSOCIATES, INC.
and
THE T. ROWE PRICE FUNDS
for
FUND ACCOUNTING SERVICES
The Agreement for Fund Accounting Services of January 1, 2006, between
T. Rowe Price Associates, Inc.
and each of the Parties listed on Appendix A thereto is hereby amended, as of February 7, 2006 and
April 19, 2006, by adding thereto T.Rowe Price Institutional International Funds, Inc., on behalf of
T.Rowe Price Institutional Global Equity Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. Rowe Price Blue Chip Growth Fund--Advisor Class
T. Rowe Price Blue Chip Growth Fund--R Class
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. Rowe Price Capital Appreciation Fund--Advisor Class
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. Rowe Price Capital Opportunity Fund--Advisor Class
T. Rowe Price Capital Opportunity Fund--R Class
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. Rowe Price Dividend Growth Fund--Advisor Class
T. ROWE PRICE EQUITY INCOME FUND
T. Rowe Price Equity Income Fund--Advisor Class
T. Rowe Price Equity Income Fund--R Class
T. ROWE PRICE EQUITY SERIES, INC.
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Blue Chip Growth Portfolio-II
T. Rowe Price Equity Income Portfolio
T. Rowe Price Equity Income Portfolio-II
T. Rowe Price Equity Index 500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Health Sciences Portfolio-II
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price Mid-Cap Growth Portfolio-II
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Limited-Term Bond Portfolio-II
T. Rowe Price Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. Rowe Price Growth Stock Fund--Advisor Class
T. Rowe Price Growth Stock Fund--R Class
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. Rowe Price High Yield Fund--Advisor Class
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Large-Cap Core Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Value Fund
T. Rowe Price Institutional Mid-Cap Equity Growth Fund
T. Rowe Price Institutional Small-Cap Stock Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T. Rowe Price Institutional Emerging Markets Equity Fund
T. Rowe Price Institutional Foreign Equity Fund
T. Rowe Price Institutional Global Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price Global Stock Fund--Advisor Class
T. Rowe Price International Bond Fund
T. Rowe Price International Bond Fund--Advisor Class
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Growth & Income Fund--Advisor Class
T. Rowe Price International Growth & Income Fund--R Class
T. Rowe Price International Stock Fund
T. Rowe Price International Stock Fund--Advisor Class
T. Rowe Price International Stock Fund--R Class
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. Rowe Price Mid-Cap Growth Fund--Advisor Class
T. Rowe Price Mid-Cap Growth Fund--R Class
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. Rowe Price Mid-Cap Value Fund--Advisor Class
T. Rowe Price Mid-Cap Value Fund--R Class
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. Rowe Price New America Growth Fund--Advisor Class
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. Rowe Price New Income Fund--Advisor Class
T. Rowe Price New Income Fund--R Class
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. Rowe Price Real Estate Fund--Advisor Class
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T. Rowe Price Government Reserve Investment Fund
T. Rowe Price Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T. Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement 2010 Fund
T. Rowe Price Retirement 2010 Fund--Advisor Class
T. Rowe Price Retirement 2010 Fund--R Class
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T. Rowe Price Retirement 2020 Fund--Advisor Class
T. Rowe Price Retirement 2020 Fund--R Class
T. Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement 2030 Fund
T. Rowe Price Retirement 2030 Fund--Advisor Class
T. Rowe Price Retirement 2030 Fund--R Class
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T. Rowe Price Retirement 2040 Fund--Advisor Class
T. Rowe Price Retirement 2040 Fund--R Class
T. Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement Income Fund
T. Rowe Price Retirement Income Fund--Advisor Class
T. Rowe Price Retirement Income Fund--R Class
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. Rowe Price Science & Technology Fund--Advisor Class
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. Rowe Price Short-Term Bond Fund--Advisor Class
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. Rowe Price Small-Cap Stock Fund--Advisor Class
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. Rowe Price Small-Cap Value Fund--Advisor Class
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
Maryland Short-Term TaxFree Bond Fund
Maryland Tax-Free Bond Fund
Maryland Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Income Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Money Market Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. Rowe Price Tax-Free Income Fund--Advisor Class
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
T. Rowe Price Value Fund--Advisor Class
Attest:
/s/Patricia B. Lippert /s/Joseph A. Carrier
Patricia B. Lippert By: Joseph A. Carrier
Secretary Treasurer
Attest: T. ROWE PRICE ASSOCIATES, INC.
/s/Barbara A. Van Horn /s/Henry H. Hopkins
Barbara A. Van Horn By: Henry H. Hopkins
Secretary Vice President
AMENDMENT NO. 3
AGREEMENT
between
T. ROWE PRICE ASSOCIATES, INC.
and
THE T. ROWE PRICE FUNDS
for
FUND ACCOUNTING SERVICES
The Agreement for Fund Accounting Services of January 1, 2006, between T. Rowe Price
Associates, Inc. and each of the Parties listed on Appendix A thereto is hereby amended, as
of February 7, 2006, April 19, 2006, and 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 Blue Chip Growth Fund--Advisor Class
T. Rowe Price Blue Chip Growth Fund--R Class
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. Rowe Price Capital Appreciation Fund--Advisor Class
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. Rowe Price Capital Opportunity Fund--Advisor Class
T. Rowe Price Capital Opportunity Fund--R Class
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. Rowe Price Dividend Growth Fund--Advisor Class
T. ROWE PRICE EQUITY INCOME FUND
T. Rowe Price Equity Income Fund--Advisor Class
T. Rowe Price Equity Income Fund--R Class
T. ROWE PRICE EQUITY SERIES, INC.
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Blue Chip Growth Portfolio-II
T. Rowe Price Equity Income Portfolio
T. Rowe Price Equity Income Portfolio-II
T. Rowe Price Equity Index 500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Health Sciences Portfolio-II
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price Mid-Cap Growth Portfolio-II
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Limited-Term Bond Portfolio-II
T. Rowe Price Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. Rowe Price Growth Stock Fund--Advisor Class
T. Rowe Price Growth Stock Fund--R Class
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. Rowe Price High Yield Fund--Advisor Class
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional 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 Equity Fund
T. Rowe Price Institutional Foreign Equity Fund
T. Rowe Price Institutional Global Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price Global Stock Fund--Advisor Class
T. Rowe Price International Bond Fund
T. Rowe Price International Bond Fund--Advisor Class
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Growth & Income Fund--Advisor Class
T. Rowe Price International Growth & Income Fund--R Class
T. Rowe Price International Stock Fund
T. Rowe Price International Stock Fund--Advisor Class
T. Rowe Price International Stock Fund--R Class
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. Rowe Price Mid-Cap Growth Fund--Advisor Class
T. Rowe Price Mid-Cap Growth Fund--R Class
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. Rowe Price Mid-Cap Value Fund--Advisor Class
T. Rowe Price Mid-Cap Value Fund--R Class
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. Rowe Price New America Growth Fund--Advisor Class
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. Rowe Price New Income Fund--Advisor Class
T. Rowe Price New Income Fund--R Class
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. Rowe Price Real Estate Fund--Advisor Class
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T. Rowe Price Government Reserve Investment Fund
T. Rowe Price Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T. Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement 2010 Fund
T. Rowe Price Retirement 2010 Fund--Advisor Class
T. Rowe Price Retirement 2010 Fund--R Class
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T. Rowe Price Retirement 2020 Fund--Advisor Class
T. Rowe Price Retirement 2020 Fund--R Class
T. Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement 2030 Fund
T. Rowe Price Retirement 2030 Fund--Advisor Class
T. Rowe Price Retirement 2030 Fund--R Class
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T. Rowe Price Retirement 2040 Fund--Advisor Class
T. Rowe Price Retirement 2040 Fund--R Class
T. Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement Income Fund
T. Rowe Price Retirement Income Fund--Advisor Class
T. Rowe Price Retirement Income Fund--R Class
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. Rowe Price Science & Technology Fund--Advisor Class
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. Rowe Price Short-Term Bond Fund--Advisor Class
T. ROWE PRICE 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 SMALL-CAP VALUE FUND, INC.
T. Rowe Price Small-Cap Value Fund--Advisor Class
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
Maryland Short-Term 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 SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Income Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Money Market Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. Rowe Price Tax-Free Income Fund--Advisor Class
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
T. Rowe Price Value Fund--Advisor Class
Attest:
/s/Patricia B. Lippert /s/Joseph A. Carrier
Patricia B. Lippert By: Joseph A. Carrier
Secretary Treasurer
Attest: T. ROWE PRICE ASSOCIATES, INC.
/s/Barbara A. Van Horn /s/Henry H. Hopkins
Barbara A. Van Horn By: Henry H. Hopkins
Secretary Vice President
AMENDMENT NO. 4
AGREEMENT
between
T. ROWE PRICE ASSOCIATES, INC.
and
THE T. ROWE PRICE FUNDS
for
FUND ACCOUNTING SERVICES
The Agreement for Fund Accounting Services of January 1, 2006, between
T. Rowe Price Associates, Inc. and each of the Parties listed on Appendix A
thereto is hereby amended, as of February 7, 2006, April 19, 2006,
July 19, 2006, and 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 Retirements Funds, Inc., on behalf of T. Rowe Price
Retirement 2050 Fund, T. Rowe Price Retirement 2050 Fund--Advisor Class,
T. Rowe Price Retirement 2050 Fund--R Class, and T. Rowe Price
Retirement 2055 Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. Rowe Price Blue Chip Growth Fund--Advisor Class
T. Rowe Price Blue Chip Growth Fund--R Class
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. Rowe Price Capital Appreciation Fund--Advisor Class
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. Rowe Price Capital Opportunity Fund--Advisor Class
T. Rowe Price Capital Opportunity Fund--R Class
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. Rowe Price Dividend Growth Fund--Advisor Class
T. ROWE PRICE EQUITY INCOME FUND
T. Rowe Price Equity Income Fund--Advisor Class
T. Rowe Price Equity Income Fund--R Class
T. ROWE PRICE EQUITY SERIES, INC.
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Blue Chip Growth Portfolio-II
T. Rowe Price Equity Income Portfolio
T. Rowe Price Equity Income Portfolio-II
T. Rowe Price Equity Index 500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Health Sciences Portfolio-II
T. Rowe Price Mid-Cap Growth Portfolio
T. Rowe Price Mid-Cap Growth Portfolio-II
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Limited-Term Bond Portfolio-II
T. Rowe Price Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. Rowe Price Growth Stock Fund--Advisor Class
T. Rowe Price Growth Stock Fund--R Class
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. Rowe Price High Yield Fund--Advisor Class
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional 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 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 Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price Global Stock Fund--Advisor Class
T. Rowe Price International Bond Fund
T. Rowe Price International Bond Fund--Advisor Class
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Growth & Income Fund--Advisor Class
T. Rowe Price International Growth & Income Fund--R Class
T. Rowe Price International Stock Fund
T. Rowe Price International Stock Fund--Advisor Class
T. Rowe Price International Stock Fund--R Class
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. Rowe Price Overseas Stock Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. Rowe Price Mid-Cap Growth Fund--Advisor Class
T. Rowe Price Mid-Cap Growth Fund--R Class
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. Rowe Price Mid-Cap Value Fund--Advisor Class
T. Rowe Price Mid-Cap Value Fund--R Class
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. Rowe Price New America Growth Fund--Advisor Class
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. Rowe Price New Income Fund--Advisor Class
T. Rowe Price New Income Fund--R Class
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. Rowe Price Real Estate Fund--Advisor Class
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T. Rowe Price Government Reserve Investment Fund
T. Rowe Price Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T. Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement 2010 Fund
T. Rowe Price Retirement 2010 Fund--Advisor Class
T. Rowe Price Retirement 2010 Fund--R Class
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T. Rowe Price Retirement 2020 Fund--Advisor Class
T. Rowe Price Retirement 2020 Fund--R Class
T. Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement 2030 Fund
T. Rowe Price Retirement 2030 Fund--Advisor Class
T. Rowe Price Retirement 2030 Fund--R Class
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T. Rowe Price Retirement 2040 Fund--Advisor Class
T. Rowe Price Retirement 2040 Fund--R Class
T. Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement 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 Income Fund
T. Rowe Price Retirement Income Fund--Advisor Class
T. Rowe Price Retirement Income Fund--R Class
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. Rowe Price Science & Technology Fund--Advisor Class
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. Rowe Price Short-Term Bond Fund--Advisor Class
T. ROWE PRICE 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 SMALL-CAP VALUE FUND, INC.
T. Rowe Price Small-Cap Value Fund--Advisor Class
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
Maryland Short-Term 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 SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Income Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Money Market Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. Rowe Price Tax-Free Income Fund--Advisor Class
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
T. Rowe Price Value Fund--Advisor Class
Attest:
/s/Patricia B. Lippert /s/Joseph A. Carrier
Patricia B. Lippert By: Joseph A. Carrier
Secretary Treasurer
Attest: T. ROWE PRICE ASSOCIATES, INC.
/s/Barbara A. Van Horn /s/Henry H. Hopkins
Barbara A. Van Horn By: Henry H. Hopkins
Secretary Vice President
AGREEMENT
between
T. ROWE PRICE RETIREMENT PLAN SERVICES, INC.
and
T. ROWE PRICE FUNDS
TABLE
OF 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 8
1. Reporting 9
2. Liability 10
Article L Term and Termination of Agreement 12
Article M Notice 12
Article N Assignment 12
Article O Amendment/Interpretive Provisions 13
Article P Further Assurances 13
Article Q Maryland Law to Apply 13
Article R Merger of Agreement 13
Article S Counterparts 13
Article T The Parties 13
Article U Directors, Trustees and Shareholders and Massachusetts Business Trust 14
Article V Captions 14
SCHEDULE 1
APPENDIX A
AGREEMENT, made as of the first day of January, 2006, by and between T. ROWE PRICE
RETIREMENT PLAN
SERVICES, INC., a Maryland corporation having its principal office and place of business
at 100 East Pratt Street, Baltimore, Maryland 21202 (
"RPS"
), and EACH FUND WHICH IS LISTED
ON APPENDIX A (as such Appendix may be amended from time to time) and which evidences its
agreement to be bound hereby by executing a copy of this Agreement (each Fund hereinafter
referred to as
"the Fund"
) whose definition may be found in Article T;
WHEREAS, the Funds are named investment options under various tax-sheltered plans, including,
but not limited
to, state and local government deferred compensation plans, 403(b) plans, and profit
sharing, thrift, 401(k) and money purchase pension plans for self-employed individuals,
professional partnerships and corporations (collectively referred to as
"Retirement Plans"
);
and the Fund has determined that such investments of Retirement Plans in the Funds are in
the best longterm interest of the Funds;
WHEREAS, RPS has the capability of providing services, on behalf of the Fund, for the accounts
of individuals (
"Participants"
)
participating in these Retirement Plans (
"Retirement Accounts"
);
WHEREAS, RPS represents
that it is registered with the Securities and Exchange Commission as a Transfer Agent
under Section 17A of the Securities Exchange Act of 1934 (
the "'34 Act"
);
WHEREAS, the Fund
desires to contract with RPS to provide the functions and services described herein in
connection with the Retirement Plans and Retirement Accounts; and
WHEREAS, RPS may
subcontract or jointly contract with other parties on behalf of the Funds to perform
certain of the functions described herein.
NOW
THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto
agree as follows:
A.
Terms of 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.
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 then-current prospectus, and policies
and procedures adopted by RPS.
C.
Fees and Expenses
For the services performed on Schedule 1 of this Agreement, the Fund shall pay
the fees and expenses as mutually agreed upon by both parties.
D.
Representations and Warranties of RPS
RPS represents and warrants to the Fund that:
1. It is a corporation duly organized and existing and in good standing under the
laws of Maryland.
2. It is duly qualified to carry on its business in Alaska, California, Colorado,
District of Columbia, Florida, Illinois, Maryland, Massachusetts, New Jersey and
Virginia.
3. It is empowered under applicable laws and by its charter and
by-laws to enter into and perform this Agreement.
4. All requisite corporate
proceedings have been taken to authorize it to enter into and perform this
Agreement.
5. It has and will continue to have access to the necessary facilities, equipment
and personnel to perform its duties and obligations under this Agreement.
6. It is registered with the Securities and Exchange Commission as a Transfer Agent
pursuant to Section 17A of the '34 Act.
E.
Representations and Warranties of the Fund
The Fund represents and warrants to RPS that:
1. It is a corporation or business trust duly organized and existing and in good
standing under the laws of Maryland, or Massachusetts, as the case may be.
2. It is empowered under applicable laws and by its Articles of Incorporation or
Declaration of Trust, as the case may be, and By-Laws to enter into and perform
this Agreement.
3. All proceedings required by said Articles of Incorporation or
Declaration of Trust, as the case may be, and By-Laws have been taken to
authorize it to enter into and perform this Agreement.
4. It is an investment company registered under the '40 Act.
5. A registration statement under the Securities Act of 1933 (
the "'33 Act"
) is
currently effective and will remain effective, and appropriate state securities
law filing have been made and will continue to be made, with respect to all
shares of the Fund being offered for sale.
F.
Standard of Care/Indemnification
Notwithstanding anything to the contrary in this Agreement:
1. RPS shall not be liable to the Fund for any act or failure to act by it or its
agents or subcontractors on behalf of the Fund in carrying or attempting to
carry out the terms and provisions of this Agreement provided RPS has acted in
good faith and without negligence or willful misconduct and selected and
monitored the performance of its agents and subcontractors with reasonable care.
2. The Fund shall indemnify and hold RPS harmless from and against all losses,
costs, damages, claims, actions and expenses, including reasonable expenses for
legal counsel, incurred by RPS resulting from: (i) any action or omission by RPS
or its agents or subcontractors in the performance of their duties hereunder;
(ii) RPS acting upon instructions reasonably believed by it to have been
executed by a duly authorized officer of the Fund; or (iii) RPS acting upon
information provided by the Fund in form and under policies agreed to by RPS and
the Fund. RPS shall not be entitled to such indemnification in respect of
actions or omissions constituting negligence or willful misconduct of RPS or
where RPS has not exercised reasonable care in selecting or monitoring the
performance of its agents or subcontractors.
3. Except as provided in Article K of this Agreement, RPS shall indemnify and hold harmless the Fund from all
losses, costs, damages, claims, actions and expenses, including reasonable
expenses for legal counsel, incurred by the Fund resulting from negligence or
willful misconduct of RPS or which result from RPS' failure to exercise
reasonable care in selecting or monitoring the performance of its agents or
subcontractors. The Fund shall not be entitled to such indemnification in
respect of actions or omissions constituting negligence or willful misconduct of
such Fund or its agents or subcontractors; unless such negligence or misconduct
is attributable to RPS.
4. In determining RPS' liability, an isolated error or
omission will normally not be deemed to constitute negligence when it is
determined that:
It is understood that RPS is not
obligated to have in place separate procedures to prevent each and every conceivable type
of error or omission. The term "appropriate procedures" shall mean procedures reasonably
designed to prevent and detect errors and omissions. In determining the reasonableness of
such procedures, weight will be given to such factors as are appropriate, including the
prior occurrence of any similar errors or omissions when such procedures were in place and
transfer agent industry standards in place at the time of the occurrence.
5. In the event either party is unable to perform its obligations under the terms of this Agreement
because of acts of God, strikes or other causes reasonably beyond its control, such party
shall not be liable to the other party for any loss, cost, damage, claims, actions or
expense resulting from such failure to perform or otherwise from such causes.
6. In order that the indemnification provisions contained in this Article F shall
apply, upon the assertion of a claim for which either party may be required to
indemnify the other, the party seeking indemnification shall promptly notify the
other party of such assertion, and shall keep the other party advised with
respect to all developments concerning such claim. The party who may be required
to indemnify shall have the option to participate with the party seeking
indemnification in the defense of such claim, or to defend against said claim in
its own name or in the name of the other party. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
7. Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement.
G.
Dual Interests
It is understood that some person or persons may be directors, officers, or shareholders of
both RPS and the Fund and that the existence of any such dual interest shall not affect
the validity of this Agreement or of any transactions hereunder except as otherwise
provided by a specific provision of applicable law.
H.
Documentation
1. As requested by RPS, the Fund shall promptly furnish to RPS the following:
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:
3. RPS hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the
Fund for safekeeping of check forms and facsimile signature imprinting devices, if any,
and for the preparation or use, and for keeping account of, such forms and devices.
I.
Recordkeeping/Confidentiality
1. RPS shall keep records relating to the services
to be performed hereunder, in the form and manner as it may deem advisable,
provided that RPS shall keep all records in such form and in such manner as
required by applicable law, including the '40 Act and the '34 Act.
2. RPS and the Fund agree that all books, records, information and data pertaining
to the business of the other party which are exchanged or received pursuant to
the negotiation or the carrying out of this Agreement shall remain confidential,
and shall not be voluntarily disclosed to any other person, except: (a)after
prior notification to and approval in writing by the other party hereto, which
approval shall not be unreasonably withheld and may not be withheld where RPS or
the Fund may be exposed to civil or criminal contempt proceedings for failure to
comply; (b) when requested to divulge such information by duly constituted
governmental authorities; (c) after so requested by the other party hereto; or
(d) by the Administrator.
J.
Ownership of Software and Related Material
All computer programs, magnetic tapes, written procedures and similar items purchased and/or
developed and used by RPS in performance of the Agreement shall be the property of RPS and
will not become the property of the Fund.
K.
As Of Transactions
For purposes of this Article K, the term
"Transaction"
shall mean any single or "related
transaction" (as defined below) involving the purchase or redemption of shares (including
exchanges) processed at a time other than the time of the computation of the Fund's net
asset value per share next computed after receipt of any such transaction order by RPS due
to an act or omission of RPS.
"As Of Processing"
refers to the processing of these
Transactions. All As Of Processing may only be performed in accordance with the
requirements of Rule 22c-1 of the '40 Act. RPS is responsible for monitoring As Of
Transactions procedures that set forth the circumstances under which As Of Transactions
are permitted. If more than one Transaction (
"Related Transaction"
) in the Fund is caused by
or occurs as a result of the same act or omission, such transactions shall be aggregated
with other transactions in the Fund and be considered as one Transaction.
1.
Reporting
2.
Liability
L.
Term and Termination of Agreement
1. This Agreement shall run for a period of one (1) year from the date first
written above and will be renewed from year to year thereafter unless terminated
by either party as provided hereunder.
2. This Agreement may be terminated by
the Funds upon one hundred twenty (120) days' prior written notice to RPS; and by
RPS, upon three hundred sixty-five (365) days' prior written notice to the Fund.
3. Upon termination hereof, the Fund shall pay to RPS such compensation as may
be due as of the date of such termination, and shall likewise reimburse for
out-of-pocket expenses related to its services hereunder.
M.
Notice
Any notice as required by this Agreement shall be sufficiently given (i) when sent to an
authorized person of the other party at the address of such party set forth above or at
such other address as such party may from time to time specify in writing to the other
party; or (ii) as otherwise agreed upon by appropriate officers of the parties hereto.
N.
Assignment
Neither this Agreement nor any rights or obligations hereunder may be assigned either voluntarily
or involuntarily, by operation of law or otherwise, by either party without the prior
written consent of the other party.
O.
Amendment/Interpretive Provisions
The parties by mutual written agreement may amend this Agreement at any time. In addition, in
connection with the operation of this Agreement, RPS and the Fund may agree from time to
time on such provisions interpretive of or in addition to the provisions of this Agreement
as in their joint opinion may be consistent with the general tenor of this Agreement. Any
such interpretive or additional provisions are to be signed by all parties and annexed
hereto, but no such provision shall contravene any applicable federal or state law or
regulation and no such interpretive or additional provision shall be deemed to be an
amendment of this Agreement.
P.
Further Assurances
Each party agrees to perform such further acts and execute such further documents as are
necessary to effectuate the purposes hereof.
Q.
Maryland Law to Apply
This Agreement shall be construed and the provisions thereof interpreted under and in
accordance with the laws of Maryland.
R.
Merger of Agreement
This Agreement, including the attached Schedule supersede any prior agreement with respect to
the subject hereof, whether oral or written.
S.
Counterparts
This Agreement may be executed by the parties hereto in any number of counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument.
T.
The Parties
All references herein to "the Fund" are to each of the Funds listed on Appendix A individually,
as if this Agreement were between such individual Fund and RPS. In the case of a series
Fund or trust, all references to "the Fund" are to the individual series or portfolio of
such Fund or trust, or to such Fund or trust on behalf of the individual series or
portfolio, as appropriate. The "Fund" also includes any T. Rowe Price Fund which may be
established after the date of this Agreement. Any reference in this Agreement to "the
parties" shall mean RPS and such other individual Fund as to which the matter pertains.
U.
Directors, Trustees and Shareholders and Massachusetts Business Trust
It is understood and is expressly stipulated that neither the holders of shares in the Fund
nor any Directors or Trustees of the Fund shall be personally liable hereunder. With
respect to any Fund which is a party to this Agreement and which is organized as a
Massachusetts business trust, the term "Fund" means and refers to the trustees from time to
time serving under the applicable trust agreement (Declaration of Trust) of such Trust as
the same may be amended from time to time. It is expressly agreed that the obligations of
any such Trust hereunder shall not be binding upon any of the trustees, shareholders,
nominees, officers, agents or employees of the Trust, personally, but bind only the trust
property of the Trust, as provided in the Declaration of Trust of the Trust. The execution
and delivery of this Agreement has been authorized by the Trustees and signed by an
authorized officer of the Trust, acting as such, and neither such authorization by such
Trustees nor such execution and delivery by such officer shall be deemed to have been made
by any of them, but shall bind only the trust property of the Trust as provided in its
Declaration of Trust.
V.
Captions
The captions in the Agreement are included for convenience of reference only and in no way
define or limit any of the provisions hereof or otherwise affect their construction or
effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their
names and on their behalf under their seals by and through their duly authorized officers.
T. ROWE PRICE RETIREMENT PLAN T. ROWE PRICE FUNDS SERVICES, INC.
BY:/s/Charles E. Vieth BY:/s/Joseph A. Carrier
DATED: March 22, 2006 DATED: March 16, 2006
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 Funds then-current
prospectus. Such services include, but are not limited to, the following:
- Establishing Participant Accounts
- Processing Purchase and Redemption Orders
- Receiving and Disbursing Settlement Proceeds
- Assessing and Remitting Redemption Fees
- Processing Exchange Orders
- Processing Maintenance Requests in Participant Accounts
- Processing Adjustments in Participant Accounts
- Handling Returned Checks and ACH Debits
- Processing Dividends, Distributions and Other Fund Corporate Actions Affecting Participant Accounts
- Preparing and Filing Participant Tax Information
- Monitoring and Enforcing the Funds Excessive Trading Policy
- Complying with Procedures for Federal Tax Withholding
- Responding to Correspondence relating to Participant Accounts
- Maintaining Telephone, VRU and Computer Services to Service Participant Accounts
- Distributing and Tabulating Fund Proxies
- Preparing and Delivering Confirmations, Statements and Tax Forms to Participants
- Delivering Prospectuses, Shareholder Reports and Other Required Mailings to Participants/Plans in the Fund, as required
- Coordinating with Independent Public Accountants for Reviews and Audits
- Maintaining Books and Records for the Funds
- Maintaining and Providing Information Necessary for the Completion of Form NSAR & N-CSR
- Furnishing Information to the Fund
- Performing Bank Reconciliation Process
- Performing such Other Services as Mutually Agreed Upon by Both Parties
APPENDIX A
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. Rowe Price Blue Chip Growth Fund--R Class
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. Rowe Price Capital Opportunity Fund--R Class
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. Rowe Price Equity Income Fund--R Class
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. Rowe Price Growth Stock Fund--R Class
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Large-Cap Core Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Value Fund
T. Rowe Price Institutional Mid-Cap Equity Growth Fund
T. Rowe Price Institutional Small-Cap Stock Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T. Rowe Price Institutional Emerging Markets Equity Fund
T. Rowe Price Institutional Foreign Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Bond Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Growth & Income Fund--R Class
T. Rowe Price International Stock Fund
T. Rowe Price International Stock Fund--R Class
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. Rowe Price Mid-Cap Growth Fund--R Class
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. Rowe Price Mid-Cap Value Fund--R Class
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. Rowe Price New Income Fund--R Class
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RETIREMENT FUNDS, INC.
T. Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement 2010 Fund
T. Rowe Price Retirement 2010 Fund--R Class
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T. Rowe Price Retirement 2020 Fund--R Class
T. Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement 2030 Fund
T. Rowe Price Retirement 2030 Fund--R Class
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T. Rowe Price Retirement 2040 Fund--R Class
T. Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement Income Fund
T. Rowe Price Retirement Income Fund--R Class
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
AMENDMENT NO. 1
AGREEMENT
Between
T. ROWE PRICE RETIREMENT PLAN SERVICES, INC.
and
EACH OF THE PARTIES INDICATED ON APPENDIX A
The Retirement Plan Services Contract of January 1, 2006, between T. Rowe Price Retirement
Plan Services, Inc. and each of the Parties listed on Appendix A thereto is hereby amended,
as of April 19, 2006, by adding thereto T.Rowe Price Institutional International Funds, Inc.,
on behalf of T. Rowe Price Institutional Global Equity Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. Rowe Price Blue Chip Growth Fund--R Class
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. Rowe Price Capital Opportunity Fund--R Class
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. Rowe Price Equity Income Fund--R Class
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. Rowe Price Growth Stock Fund--R Class
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Large-Cap Core Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Value Fund
T. Rowe Price Institutional Mid-Cap Equity Growth Fund
T. Rowe Price Institutional Small-Cap Stock Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional Core Plus Fund
T. Rowe Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T. Rowe Price Institutional Emerging Markets Equity Fund
T. Rowe Price Institutional Foreign Equity Fund
T. Rowe Price Institutional Global Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Bond Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Growth & Income Fund--R Class
T. Rowe Price International Stock Fund
T. Rowe Price International Stock Fund--R Class
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. Rowe Price Mid-Cap Growth Fund--R Class
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. Rowe Price Mid-Cap Value Fund--R Class
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. Rowe Price New Income Fund--R Class
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RETIREMENT FUNDS, INC.
T. Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement 2010 Fund
T. Rowe Price Retirement 2010 Fund--R Class
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T. Rowe Price Retirement 2020 Fund--R Class
T. Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement 2030 Fund
T. Rowe Price Retirement 2030 Fund--R Class
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T. Rowe Price Retirement 2040 Fund--R Class
T. Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement Income Fund
T. Rowe Price Retirement Income Fund--R Class
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
Attest:
/s/Patricia B. Lippert /s/Joseph A. Carrier
Patricia B. Lippert By: Joseph A. Carrier
Secretary Treasurer
Attest: T. ROWE PRICE RETIREMENT PLAN
SERVICES, INC.
/s/Barbara A. Van Horn /s/Henry H. Hopkins
Barbara A. Van Horn By: Henry H. Hopkins
Secretary Vice President
AMENDMENT NO. 2
AGREEMENT
Between
T. ROWE PRICE RETIREMENT PLAN SERVICES, INC.
and
EACH OF THE PARTIES INDICATED ON APPENDIX A
The Retirement Plan Services Contract of January 1, 2006, between T. Rowe Price Retirement Plan
Services, Inc. and each of the Parties listed on Appendix A thereto is hereby amended, as of April 19,
2006 and 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 Blue Chip Growth Fund--R Class
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. Rowe Price Capital Opportunity Fund--R Class
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. Rowe Price Equity Income Fund--R Class
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. Rowe Price Growth Stock Fund--R Class
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional 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 Equity Fund
T. Rowe Price Institutional Foreign Equity Fund
T. Rowe Price Institutional Global Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Bond Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Growth & Income Fund-R Class
T. Rowe Price International Stock Fund
T. Rowe Price International Stock Fund--R Class
T. Rowe Price country-regionplaceJapan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. Rowe Price Mid-Cap Growth Fund--R Class
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. Rowe Price Mid-Cap Value Fund-R Class
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. Rowe Price New Income Fund-R Class
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RETIREMENT FUNDS, INC.
T. Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement 2010 Fund
T. Rowe Price Retirement 2010 Fund--R Class
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T. Rowe Price Retirement 2020 Fund--R Class
T. Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement 2030 Fund
T. Rowe Price Retirement 2030 Fund--R Class
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T. Rowe Price Retirement 2040 Fund--R Class
T. Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement Income Fund
T. Rowe Price Retirement Income Fund--R Class
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE 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 SUMMIT FUNDS, INC.
T. Rowe Price CityplaceSummit Cash Reserves Fund
T. Rowe Price CityplaceSummit GNMA Fund
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
Attest:
/s/Patricia B. Lippert /s/Joseph A. Carrier
________________________ ___________________________
Patricia B. Lippert By: Joseph A. Carrier
Secretary Treasurer
Attest: T. ROWE PRICE RETIREMENT PLAN
SERVICES, INC.
/s/Barbara A. Van Horn /s/Henry H. Hopkins
________________________ ___________________________
Barbara A. Van Horn By: Henry H. Hopkins
Secretary Vice President
AMENDMENT NO. 3
AGREEMENT
Between
T. ROWE PRICE RETIREMENT PLAN SERVICES, INC.
and
EACH OF THE PARTIES INDICATED ON APPENDIX A
The Retirement Plan Services Contract of January 1, 2006, between T. Rowe Price Retirement Plan
Services, Inc. and each of the Parties listed on Appendix A thereto is hereby amended, as of April 19,
2006, July 19, 2006, and 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, T. Rowe Price Retirement 2050 Fund--R
Class, and T. Rowe Price Retirement 2055 Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. Rowe Price Blue Chip Growth Fund--R Class
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. Rowe Price Capital Opportunity Fund--R Class
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. Rowe Price Equity Income Fund--R Class
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. Rowe Price Growth Stock Fund--R Class
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional 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 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 Emerging Europe & Mediterranean Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Bond Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Growth & Income Fund--R Class
T. Rowe Price International Stock Fund
T. Rowe Price International Stock Fund--R Class
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T. Rowe Price Overseas Stock Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. Rowe Price Mid-Cap Growth Fund--R Class
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. Rowe Price Mid-Cap Value Fund--R Class
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. Rowe Price New Income Fund--R Class
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RETIREMENT FUNDS, INC.
T. Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement 2010 Fund
T. Rowe Price Retirement 2010 Fund--R Class
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T. Rowe Price Retirement 2020 Fund--R Class
T. Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement 2030 Fund
T. Rowe Price Retirement 2030 Fund--R Class
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T. Rowe Price Retirement 2040 Fund--R Class
T. Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement 2050 Fund
T. Rowe Price Retirement 2050 Fund--R Class
T. Rowe Price Retirement 2055 Fund
T. Rowe Price Retirement Income Fund
T. Rowe Price Retirement Income Fund--R Class
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE 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 SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
Attest:
/s/Patricia B. Lippert /s/Joseph A. Carrier
________________________ ___________________________
Patricia B. Lippert By: Joseph A. Carrier
Secretary Treasurer
Attest: T. ROWE PRICE RETIREMENT PLAN
SERVICES, INC.
/s/Barbara A. Van Horn /s/Henry H. Hopkins
________________________ ___________________________
Barbara A. Van Horn By: Henry H. Hopkins
Secretary Vice President
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 reports dated December 12, 2006 relating to the financial
statements and financial highlights which appear in the October 31, 2006 Annual Reports to
Shareholders of the T. Rowe Price International Stock Fund, T. Rowe Price Emerging Europe &
Mediterranean Fund, T. Rowe Price International Discovery Fund, T. Rowe Price European Stock
Fund, T. Rowe Price New Asia Fund, T. Rowe Price Japan Fund, T. Rowe Price Latin America
Fund, T. Rowe Price Emerging Markets Stock Fund, T. Rowe Price Global Stock Fund, and the
T. Rowe Price International Growth & Income Fund (comprising T. Rowe Price International
Funds, Inc.), which are also incorporated by reference into the Registration Statement. We also
consent to the references to us under the headings "Financial Highlights", "Fund Service
Providers" and "Independent Registered Public Accounting Firm" in such Registration Statement.
/s/
PricewaterhouseCoopers
LLP
PricewaterhouseCoopers LLP
Baltimore, MD
December 20, 2006
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 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 FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, 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 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 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 INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
T. ROWE PRICE VALUE FUND, INC.
POWER OF ATTORNEY
RESOLVED, that the Corporation does hereby constitute and authorize Edward C. Bernard, Joel H.
Goldberg and Henry H. Hopkins, and each of them individually, their true and lawful attorneys and agents to take
any and all action and execute any and all instruments which said attorneys and agents may deem necessary or
advisable to enable the Corporation/Trust to comply with the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, and any rules, regulations, orders or other requirements of the
United States Securities and Exchange Commission thereunder, in connection with the registration under the
Securities Act of 1933, as amended, of shares of the Corporation/Trust, to be offered by the Corporation/Trust, and
the registration of the Corporation/Trust under the Investment Company Act of 1940, as amended, including
specifically, but without limitation of the foregoing, power and authority to sign the name of the Corporation/Trust
on its behalf, and to sign the names of each of such directors/trustees and officers on his behalf as such director/
trustee or officer to any (i)
Registration Statement on Form N-1A or N-14 of the Corporation/Trust filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended; (ii)
Registration Statement on
Form N-1A or N-14 of the Corporation/Trust under the Investment Company Act of 1940, as amended;
(iii)
amendment or supplement (including, but not limited to, Post-Effective Amendments adding additional series
or classes of the Corporation/Trust) to said Registration Statement; and (iv)
instruments or documents filed or to be
filed as a part of or in connection with such Registration Statement, including Articles Supplementary, Articles of
Amendment, and other instruments with respect to the Articles of Incorporation or Master Trust Agreement of the
Corporation/Trust.
IN WITNESS WHEREOF, the above named Corporations/Trusts have caused these presents to be signed
and the same attested by its Secretary, each thereunto duly authorized by its Board of Directors/Trustees, and each of
the undersigned has hereunto set his hand and seal as of the day set opposite his name.
ALL CORPORATIONS/TRUSTS
|
|
|
/s/Edward C. Bernard
Edward C. Bernard
|
Chairman of the Board (Principal Executive Officer)
Director/Trustee
|
July 19, 2006
|
/s/Joseph A. Carrier
Joseph A. Carrier
|
Treasurer (Principal Financial Officer)
|
July 19, 2006
|
/s/Jeremiah E. Casey
Jeremiah E. Casey
|
Director/Trustee
|
July 19, 2006
|
/s/Anthony W. Deering
Anthony W. Deering
|
Director/Trustee
|
July 19, 2006
|
/s/Donald W. Dick, Jr.
Donald W. Dick, Jr.
|
Director/Trustee
|
July 19, 2006
|
/s/David K. Fagin
David K. Fagin
|
Director/Trustee
|
July 19, 2006
|
/s/Karen N. Horn
Karen N. Horn
|
Director/Trustee
|
July 19, 2006
|
/s/Theo C. Rodgers
Theo C. Rodgers
|
Director/Trustee
|
July 19, 2006
|
/s/John G. Schreiber
John G. Schreiber
|
Director/Trustee
|
July 19, 2006
|
TRPPRODEDGAgreementsPower of AttorneyPOA2006.fm
Power of Attorney
July 19, 2006
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(Signatures Continued)
Power of Attorney
July 19, 2006
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TRPPRODEDGAgreementsPower of AttorneyPOA2006.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 DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE INDEX TRUST, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RETIREMENT FUNDS, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. ROWE PRICE VALUE FUND, INC.
/s/Brian C. Rogers
Brian C. Rogers
|
Director/Trustee
|
July 19, 2006
|
(Signatures Continued)
TRPPRODEDGAgreementsPower of AttorneyPOA2006.fm
Power of Attorney
July 19, 2006
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JOHN H. LAPORTE, Director/Trustee
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE EQUITY SERIES, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
JOHN H. LAPORTE, President and Director
T. ROWE PRICE NEW HORIZONS FUND, INC.
JOHN H. LAPORTE, Vice President and Director
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
/s/John H. Laporte
John H. Laporte
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July 19, 2006
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(Signatures Continued)
Power of Attorney
July 19, 2006
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TRPPRODEDGAgreementsPower of AttorneyPOA2006.fm
MARY J. MILLER, Director
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, 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 SHORT-TERM INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
MARY J. MILLER, President and Director/Trustee
T. ROWE PRICE CALFORNIA TAX-FREE INCOME TRUST
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
MARY J. MILLER, Vice President and Director/Trustee
T. ROWE PRICE GNMA FUND
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T. ROWE PRICE SUMMIT FUNDS, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
/s/Mary J. Miller
Mary J. Miller
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July 19, 2006
|
(Signatures Continued)
TRPPRODEDGAgreementsPower of AttorneyPOA2006.fm
Power of Attorney
July 19, 2006
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ATTEST:
/s/Patricia B. Lippert
Patricia B. Lippert, Secretary
Power of Attorney
July 19, 2006
Page
7
TRPPRODEDGAgreementsPower of AttorneyPOA2006.fm
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:
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 Chairperson of the Ethics Committee (U.S.-based
personnel) or the TRP International Compliance Team (International personnel) when you have questions as to the application of
this Statement to individual circumstances.
EXCESSIVE TRADING AND MARKET TIMING OF MUTUAL FUND SHARES.
The issue of excessive trading and market timing by
mutual fund shareholders is a serious one and is not unique to T. Rowe Price. Employees may not engage in trading of shares
of a Price Fund that is inconsistent with the prospectus of that Fund.
Excessive or short-term trading in fund shares may disrupt management of a fund and raise its costs. The Board of
Directors/Trustees of the Price Funds have adopted a policy to deter excessive and short-term trading (the
"Policy"
),
which applies to persons trading directly with T. Rowe Price and indirectly through intermediaries. Under this Policy, T. Rowe
Price may bar excessive and short-term traders from purchasing shares.
This Policy is set forth in each Fund's prospectus, which governs all trading activity in the Fund regardless of whether you
are holding T. Rowe Price Fund shares as a retail investor or through your T. Rowe Price U.S. Retirement Program account.
Although the Fund may issue a warning
letter regarding excessive trading or market timing, any trade activity in violation of
the Policy will also be reviewed by the Chief Compliance Officer, who will refer instances
to the Ethics Committee as he or she feels appropriate. The Ethics Committee, based on its
review, may take disciplinary action, including suspension of trading privileges,
forfeiture of profits or the amount of losses avoided, and termination of employment, as
it deems appropriate.
Employees are also expected to abide
by trading restrictions imposed by other funds as described in their prospectuses. If you
violate the trading restrictions of a non-Price Fund, the Ethics Committee may impose the
same penalties available for violation of the Price Funds excessive trading Policy.
PERSONS SUBJECT TO STATEMENT.
The
provisions of this Statement apply as described below to the following persons and
entities. Each person and entity (except the independent directors of Price Group and the
Savings Bank) is classified as either an Access Person or a Non-Access Person as described
below. The provisions of this Statement may also apply to an Access Person's or
Non-Access Person's spouse, minor children, and certain other relatives, as further
described on page 4-5 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. 4-22. 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:
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. 4-22 to 4-25. 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:
All Access Persons are notified of
their status under the Code. Although a person can be an Access Person of one or more
Price Advisers
and
one or more of the Price Funds, the independent directors of the Price
Funds are
only
Access Persons of the applicable Price Funds; they are not Access Persons
of any of the Price Advisers.
Investment Personnel.
An Access
Person is further identified as
"Investment Personnel"
if, in connection with
his or her regular functions or duties, he or she "makes or participates in making
recommendations regarding the purchase or sale of securities" by a Price Fund or
other advisory client.
The term "Investment
Personnel" includes, but is not limited to:
All Investment Personnel are deemed
Access Persons under the Code. All Investment Personnel are notified of their status under
the Code. Investment Personnel are prohibited from investing in initial public offerings.
See
pp. 4-14; 4-16.
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, through any
contract, arrangement, understanding, relationship, or otherwise, has or shares in the
opportunity, directly or indirectly, to profit or share in any profit derived from a
transaction in the security.
A person has beneficial ownership in:
A shareholder shall not be deemed to
have beneficial ownership in the portfolio securities held by a corporation or similar
entity in which the person owns securities if the shareholder is not a controlling
shareholder of the entity and does not have or share investment control over the entity's
portfolio.
Requests for Clarifications or
Interpretations Regarding Beneficial Ownership or Control.
If you have beneficial
ownership of a security, any transaction involving that security is presumed to be subject
to the relevant requirements of this Statement,
unless
you have no direct or indirect
influence or control over the transaction. Such a situation
may
arise, for example, if you
have delegated investment authority to an independent investment adviser or your spouse
has an independent trading program in which you have no input. Similarly, if your spouse
has investment control over, but no beneficial ownership in, an unrelated account, the
Statement may not apply to those securities and you may wish to seek clarification or an
interpretation.
If you are involved in an investment
account for a family situation, trust, partnership, corporation, etc., which you feel
should not be subject to the Statement's relevant prior transaction clearance and/or
reporting requirements, you should submit a written request for clarification or
interpretation to either the Code Compliance Section 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 with
applicable law, including the prohibition on Front Running (
see
page 4-1 for definition of
Front Running).
TRANSACTIONS IN STOCK OF PRICE GROUP.
Because Price Group is a public company, ownership of its stock subjects its officers,
inside and independent directors, employees and all others subject to the Code to special
legal requirements under the 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 sixth trading day
following the end of the quarter (or such other date as management shall from time to time
determine) until the third trading day following the public release of earnings. You will
be notified in writing by the Management Committee from time to time as to the controlling
dates
Prior Transaction Clearance of Price
Group Stock Transactions Generally.
Access Persons and Non-Access Persons and the
independent directors of Price Group and the Savings Bank are required to obtain clearance
prior to effecting any proposed transaction (including gifts and transfers) involving
shares of Price Group stock owned beneficially, including through the Employee Stock
Purchase Plan
("ESPP")
. A transfer includes a change in ownership name of shares of Price
Group stock, including a transfer of the shares into street name to be held in a
securities account and any transfers of shares of Price Group stock between securities
firms or accounts, including accounts held at the same firm.
Prior 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 Corporate/Employee Transactions--TRPG Stock) and must be
submitted to the Finance and Corporate Tax Department, BA-5215 or faxed to 410-345-3223.
The Finance and Corporate Tax Department is responsible for processing and maintaining the
records of all such requests. This includes not only market transactions, but also sales
of stock purchased either through the ESPP or through a securities account if shares of
Price Group stock are transferred there from the ESPP. Purchases effected through the ESPP
are automatically reported to the Finance and Corporate Tax Department.
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 4-29.
Gifts of Price Group stock, although
subject to prior transaction clearance, are also not subject to this Rule.
For example, 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. 4-30.
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.
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 from the Finance and
Corporate Tax Department.
Initial Disclosure of Holdings of Price Group Stock.
Each new
employee must report to the Finance and Corporate Tax Department 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 if the firm has
been previously notified by the employee that he or she will be participating in that
plan. Reporting of transactions effected through that plan need only be made quarterly
through statements provided to the Code Compliance Section or the TRP International
Compliance Team 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 five (5)
business days from and including the date the clearance is granted, unless (i) advised to
the contrary by the Finance and Corporate Tax Department prior to the proposed
transaction, or (ii) the person receiving the clearance comes into possession of material,
nonpublic information concerning the firm. If the proposed transaction in Price Group
stock is not executed within this time period, a new clearance must be obtained before the
individual can execute the proposed transaction.
Reporting of Disposition of Proposed
Transaction.
You must use the form returned to you by the Finance and Corporate Tax
Department 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
seven business days of the date of prior transaction clearance if the trade is not
executed.
Insider Reporting and Liability.
Under current rules, certain officers, directors and 10% stockholders of a publicly traded
company
("Insiders")
are subject to the requirements of Section 16. Insiders
include the directors and certain executive officers of Price Group. The Finance and
Corporate Tax Department informs any new Insider of this status.
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
Finance and Corporate Tax Department 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.
Office of Thrift 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 Plan through a non-systematic
investment (
see
p. 4-11).
Non-Access Persons
are
not
required to obtain prior clearance
before engaging in any securities transactions, except for transactions in Price Group
stock.
Access Persons
and
Non-Access Persons
and
the independent directors of Price Group and the Savings Bank must obtain prior
transaction clearance of any transaction involving Price Group stock from the Finance and
Corporate Tax Department.
Where required, prior transaction clearance must be obtained
regardless of whether the transaction is effected through TRP Brokerage (generally
available only to U.S. residents) or through an unaffiliated broker/dealer or other
entity. Please note that the prior clearance procedures do
not
check compliance with the
60-Day Rule (p. 4-30); 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:
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
TRANSACTIONS (OTHER THAN PRICE GROUP
STOCK) THAT DO NOT REQUIRE PRIOR TRANSACTION CLEARANCE BUT MUST BE REPORTED BY ACCESS
PERSONS ONLY.
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 that must
receive prior transaction clearance are:
OTHER TRANSACTION REPORTING
REQUIREMENTS.
Any transaction that is subject to the prior transaction clearance
requirements on behalf of an Access Person (except the independent directors of the Price
Funds),
including purchases in initial public offerings and private placement
transactions
, must be reported. Although Non-Access Persons are not required to receive
prior transaction clearance for securities transactions (other than Price Group stock),
they
must
report any transaction that would require prior transaction clearance by an
Access Person. The independent directors of Price Group, the Price Funds and the Savings
Bank are subject to modified reporting requirements.
PROCEDURES FOR OBTAINING PRIOR
TRANSACTION CLEARANCE (OTHER THAN PRICE GROUP STOCK) FOR ACCESS PERSONS.
Unless prior
transaction clearance is not required as described above or the Chairperson of the Ethics
Committee or his or her designee has otherwise determined that prior transaction clearance
is not required, Access Persons, other than the independent directors of the Price Funds,
must receive prior transaction clearance for all securities transactions.
Access Persons should follow the
procedures set forth below, depending upon their location, before engaging in the
transactions described. If an Access Person is not certain whether a proposed transaction
is subject to the prior transaction clearance requirements, he or she should contact the
Code Compliance Section or the TRP International Compliance Team, as appropriate,
before
proceeding.
For U.S. Based
Access Persons:
Procedures
For Obtaining Prior Transaction Clearance For Initial Public Offerings ("IPOs"):
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 NASD Rule 2790 may restrict his
or her ability to buy shares in a new issue.
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. 4-20.
Registered representatives of
Investment Services are reminded that NASD 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 iTrade is not
available, 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 iTrade is not available 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 will normally be processed
on the same day; however, additional time may be required for prior transaction clearance
for certain securities, including non-U.S. securities.
Effectiveness of Prior Transaction
Clearance.
Prior transaction clearance of a securities transaction is effective for three
(3) business days
from and including
the date the clearance is granted, regardless of the
time of day when clearance is granted. If the proposed securities transaction is not
executed within this time, a new clearance must be obtained.
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
before
entering the order.
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.
For International Access
Persons:
Procedures for Obtaining Prior
Transaction Clearance for Initial Public Offerings ("IPOs"):
Procedures for Obtaining Prior
Transaction Clearance for Private Placements.
Prior transaction clearance to invest in or
sell securities through a private placement of securities, including the purchase of
limited partnership interests, must be sought from the TRP International Compliance Team
in the usual manner. The prior transaction clearance process will include a review by a
member of the Investment Team to determine whether the investment opportunity (private
placement) should be reserved for the firm's clients and whether the opportunity is
being offered to the Access Person by virtue of his or her position with the firm, as well
as approval by a member of the Ethics Committee. These investments may also have special
reporting requirements, as discussed under "Procedures for Reporting Transactions" at p.
4-20.
Continuing Obligation.
Any Access
Person who has received prior transaction clearance to invest and does invest in a private
placement of securities and who, at a later date, anticipates participating in the
firm's investment decision process regarding the purchase or sale of securities of
the issuer of that private placement on behalf of any client, must immediately disclose
his or her prior investment in the private placement to the TRP International Compliance
Team.
Registered representatives of
Investment Services are reminded that NASD 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 TRP International Compliance Team. If iTrade is not available,
requests may be made orally, in writing, or by electronic mail (email address "TRPI
Compliance" in the electronic mail address book). Obtaining clearance by electronic mail if
iTrade is not available is strongly encouraged. All requests must include the name of the
security, 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 TRP International Compliance Team, documenting the request
and whether or not prior transaction clearance has been granted. The Examiner system
maintains the record of all approvals and denials, whether automatic or manual.
Requests will normally be processed
on the same day they are received; however,
additional time may be required in certain
circumstances (
e.g.
, to allow checks to be made with overseas offices as necessary).
Effectiveness of Prior Transaction
Clearance.
Prior transaction clearance of a securities transaction, whether obtained via
iTrade or from the TRP International Compliance Team, is effective for three (3) business
days
from and including
the date the clearance is granted. If the proposed securities
transaction is not executed within this time, a new clearance must be obtained.
For
example, if 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.
, an
Individual Savings Account), please notify the TRP International Compliance Team
before
entering the order.
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:
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
describe the basis upon which the reconsideration is being requested. As part of the
reconsideration process, the Chairperson or his or her designee will determine if any
client of any of the Price Advisers may be disadvantaged by the proposed transaction by
the Access Person. The factors the Chairperson or his or her designee may consider in
making this determination include:
.
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 4-4 for a discussion of beneficial ownership and
control concepts) as follows:
The independent directors of Price
Group, the Price Funds, and the Savings Bank are subject to modified reporting
requirements described at pp. 4-22 to 4-25.
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.
Access Persons (except the independent directors of the Price Funds) and Non-Access
Persons
must give notice
before
opening or trading in a securities account with any
broker, dealer, investment adviser, bank, or other financial institution, including TRP
Brokerage, as follows:
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 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.
The NASD requires each associated
person of T. Rowe Price Investment Services, Inc. to:
Annual Statement by Access Persons.
Each Access Person, except an Access Person who is an independent director of the Price
Funds, must also file with the firm a statement of his or her accounts as of year-end in
January of the following year.
Reminder.
If you become the beneficial owner of another's securities (
e.g.
, by
marriage to the owner of the securities) or begin to direct trading of
another's securities, then the associated securities accounts become
subject to the account reporting requirements.
PROCEDURES FOR REPORTING
TRANSACTIONS.
The following requirements apply both to Access Persons and Non-Access
Persons except the independent directors of Price Group, the Price Funds and the Savings
Bank, who are subject to modified reporting requirements:
Report Form.
If the executing firm
provides a confirmation, contract note or similar document directly to the firm, you do
not need to make a further report. The date this document is received by the Code
Compliance Section or the International Compliance Team will be deemed the date the report
is submitted for purposes of SEC compliance. The Code Compliance Section or the
International Compliance Team, as appropriate,
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 Corporate/Legal. You must report any
transaction reported on a periodic (
e.g.
, monthly, quarterly) statement, rather than on a
confirmation, contract note or similar document, yourself using this form.
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:
When Reports are Due.
You must report
a securities transaction (other than a transaction in a Reportable Fund or Section 529
College Investment 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 Investment 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 Investment 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 Investment Plan interests (
i.e.
, the
Maryland College Investment Plan, the T. Rowe Price College Savings Plan, the University
of Alaska College Savings Plan, and the John Hancock Freedom 529) held on a T. Rowe Price
Platform or in a TRP Brokerage account.
See
p. 4-12. 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 Group Compliance on a monthly basis.
Access Person Reporting of Reportable
Funds and Section 529 College Investment 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 Investment 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. Any transaction in a Reportable Fund or in interests in a
Section 529 College Investment 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" within 30 days
of the end of the quarter in which the transaction occurred.
The TRP International Compliance Team
will send all reports it receives to the Code Compliance Section on a quarterly basis.
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.
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 exchange 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.
Reporting of Officership,
Directorship, General Partnership or Other Managerial Positions Apart from the Price
Funds.
An independent director of the Price Funds shall report to the Code Compliance
Section any officership, directorship, general partnership or other managerial position
which he or she holds with any public, private, or governmental issuer other than the
Price Funds.
Reporting of Significant
Ownership.
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 PRICE GROUP.
Reporting of Personal Securities
Transactions.
An independent director of Price Group is not required to report his or her
personal securities transactions (other than transactions in Price Group stock) as long as
the independent director does not obtain information about the Price Advisers'
investment research, recommendations, or transactions. However, each independent director
of Price Group is reminded that changes to certain information reported by the respective
independent director in the Annual Questionnaire for Independent Directors are required to
be reported to Corporate Records in Baltimore (
e.g.
, changes in holdings of stock of
financial institutions or financial institution holding companies).
Reporting of Officership,
Directorship, General Partnership or Other Managerial Positions Apart from Price Group.
An
independent director of Price Group shall report to the Code Compliance Section any
officership, directorship, general partnership or other managerial position which he or
she holds with any public, private, or governmental issuer other than Price Group.
Reporting of Significant
Ownership.
Issuers (Other than Non-Public
Investment Partnerships, Pools or Funds).
If an independent director of Price Group owns
more than 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 Price Group owns more than 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:
At the discretion of the Chairperson
of the Ethics Committee, written notification of excessive trading may be sent to you
and/or the appropriate supervisor if ten or more reportable trades occur in your
account(s) in a month, or if circumstances otherwise warrant this action.
The following rules apply
only
to
Access Persons
other than the independent directors of the Price Funds:
Large Issuer/Volume Transactions.
Although
subject to prior transaction clearance, transactions involving securities of certain large
issuers or of issuers with high trading volumes, within the parameters set by the Ethics
Committee (the
"Large Issuer/Volume List"
), will be permitted under normal circumstances, as
follows:
Transactions involving no more than
U.S. $20,000 (all amounts are in U.S. dollars) or the nearest round lot (even if the
amount of the transaction
marginally
exceeds $20,000) per security per seven (7) calendar
day period in securities of:
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 on p. 4-28. 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
$20,000 in the underlying security; thus an Access Person may trade 5 contracts even if
this permits the Access Person to control more than $20,000 in the underlying security.
Similarly, the Access Person may trade more than 5 contracts as long as the number of
contracts does not permit him or her to control more than $20,000 in the underlying
security.
Transactions Involving
Exchange-Traded Index Options.
Generally, an Access Person may trade the
greater
of 5
contracts or sufficient contracts to control $20,000 in the underlying securities; thus an
Access Person may trade 5 contracts even if this permits the Access Person to control more
than $20,000 in the underlying securities. Similarly, the Access Person may trade more
than 5 contracts as long as the number of contracts does not permit him or her to control
more than $20,000 in the underlying securities. These parameters are subject to change by
the Ethics Committee.
Please note that an option on a Unit
Investment Trust (
e.g.
, QQQQ) 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:
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
4-10, 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. 4-7. Please consult the specific
discussion on Exchange Traded Index Options above for transactions in those securities.
Before engaging in options and
futures transactions, Access Persons should understand the impact that the 60-Day Rule and
intervening client transactions may have upon their ability to close out a position with a
profit (
see
page 4-29).
Short Sales.
Short sales by Access
Persons are subject to prior clearance unless the security itself does not otherwise
require prior clearance. In addition, Access Persons may not sell any security short which
is owned by any client of one of the Price Advisers unless a transaction in that security
would not require prior clearance. Short sales of Price Group stock are not permitted. All
short sales are subject to the 60-Day Rule described below.
The 60-Day Rule.
Access Persons are
prohibited from profiting from the purchase and sale or sale and purchase 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, 1998 and another 100 shares of XYZ stock
on February 27, 2005, he or she may not sell
any
shares of XYZ stock at a profit for 60
days following February 27, 2005. The 60-Day Rule "clock" restarts
each
time the
Access Person trades in that security.
The closing of a position in a
European style option 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.
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
pp. 4-14; 4-16).
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 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 or the TRP International Compliance Team, 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
4-5 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 or promotion and should be submitted to the Code Compliance
Section
(U.S.-based personnel)
or the TRP International Compliance Team
(International
personnel)
. The form on which to report securities accounts can be found on the
firm's Intranet under Corporate/Legal.
SEC rules require that each
Securities Holding Report contain, at a minimum, the following information:
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 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.
February, 2005
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